TCR_Public/060721.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, July 21, 2006, Vol. 10, No. 172

                             Headlines

ACANDS INC: Legal Analysis Hired as Asbestos Panel's Consultant
ACANDS INC: Wants Exclusive Plan-Filing Period Extended to Oct. 17
ACRO BUSINESS: Can Access M&I's Cash Collateral on Interim Basis
ADELPHIA COMMS: Ct. Bars America Channel from Going After Assets
ADELPHIA COMMUNICATIONS: Wants Court Nod on Extended DIP Facility

ADM TRONICS: Stockholders' Deficiencies Spur Going Concern Doubt
AEROTECH FILTRATION: Case Summary & Six Largest Unsec. Creditors
ALAN VEYS: Case Summary & 16 Largest Unsecured Creditors
ALLIED HOLDINGS: Ralph Vollman Proceeds with Federal Ct. Action
AMR CORP: Reports $291 Million 2006 Second Quarter Profit

APHTON CORP: Court Okays Flaster/Greenberg as Committee's Counsel
ARR-MAZ CUSTOM: S&P Junks Ratings on $52.5 Million Term Loan
ARROWHEAD GENERAL: S&P Rates Planned $45 Million Facility at CCC+
ASARCO LLC: Can Enter Into East Helena Demolition Agreement
ASARCO LLC: Wants Pate Auction to Sell East Helena Equipment

ASARCO LLC: Wants to Auction East Helena Equipment on August 25
ASHTEAD GROUP: Sunbelt Unit Buys NationsRent for $1.05 Billion
ASHTEAD GROUP: NationsRent Buy Cues Moody's to Downgrade Ratings
BALDEMAR SALAZAR: Voluntary Chapter 11 Case Summary
BCBG MAX: S&P Junks Rating on Proposed $50 Million Term Loan

BECKMAN COULTER: Earns $32.6 Million in Quarter Ended March 31
BNY CONVERGEX: Moody's Puts Low-B Ratings on $675 Million Loans
BNY CONVERGEX: High Debt Level Prompts S&P to Assign Low-B Ratings
BROOK MAYS: Court Gives Interim Nod on Gardere Wynne as Counsel
BROOK MAYS: Wants to Borrow $10.64 Million & Use Cash Collateral

CHARLES DEVLIN: Case Summary & 17 Largest Unsecured Creditors
CHURCH & DWIGHT: S&P Places BB+ Loan Rating on Negative Watch
CISTERA NETWORKS: Recurring Losses Spurs Going Concern Doubt
COLLINS & AIKMAN: Court Allows Fourth Amendment to DIP Agreement
COLLINS & AIKMAN: GECC Counsel Fined for Hearing Walkout

CONSECO INC: Files Involuntary Ch. 7 Petition v. Former Director
CONSOLIDATED COMMS: To Repurchase Providence Shares for $56.7 Mil.
DELTA AIR: Comair Wants Court Nod on Interim Pact For 3 Aircraft
DELTA AIR: Wants to Amend and Assume Discover Financial Agreement
DIAMOND ENTERTAINMENT: Pohl McNabola Raises Going Concern Doubt

EDGEWATER FOODS: May 31 Balance Sheet Upside-Down by $13.6 Million
ELEC COMMS: May 31 Balance Sheet Upside-Down by $3.9 Million
ENRON CORP: Court Okays $30-Mil. Settlement with Vinson & Elkins
ENRON CORP: Court OKs Allowance of U.K. Units' $51.9-Mil. Claims
EVANS INDUSTRIES: U.S. Trustee Reconstitutes Official Committee

FALCON AIR: Ch. 11 Trustee Wants to Use IRS' Cash Collateral
FALCONBRIDGE LTD: Xstrata Raises Buy Offer to $16.9 Billion
FOAMEX INTERNATIONAL: Court Approves Thurmo-Sleep Settlement Pact
FOAMEX INT'L: Gets Court OK to Advance Funds to Mexican Subsidiary
FR X OHMSTEDE: S&P Junks Rating on Proposed $65 Million Loans

GERARD DUENAS: Case Summary & 10 Largest Unsecured Creditors
GLASS GROUP: Delaware Court Confirms Chapter 11 Liquidating Plan
GLOBAL HOME: Has Until November 6 to Decide on Leases
HANGER ORTHOPEDIC: Acquires Mississippi-Based Temple Medical
HEATING OIL: HOP Holdings Wants Chapter 11 Case Dismissed

IFSA STRONGMAN: Bouwhuis Morrill Expresses Going Concern Doubt
IFSA STRONGMAN: Posts $362,094 Net Loss in First Quarter 2006
INTERSTATE BAKERIES: Can Reject 17 Unexpired Real Property Leases
INTERSTATE BAKERIES: Posts $2.5 Million Bond to MO Labor Dept.
IRIDIUM OPERATING: Has Until November 14 to File Chapter 11 Plan

JAMES MASSEY: Conseco Files Involuntary Chapter 7 Petition
JAMES MASSEY: Involuntary Chapter 7 Case Summary
JEROME DUNCAN: Chapter 7 Trustee Gets Access to Mesirow's Files
KAISER ALUMINUM: Reports Changes in Ownership of Securities
KAISER ALUMINUM: Wants to Assume 67 Contracts and Leases

KINGSTON SYSTEMS: Hansen Barnett Raises Going Concern Doubt
KL INDUSTRIES: Can Obtain DIP Financing from LaSalle Bank
LAIDLAW INTERNATIONAL: Earns $34.1 Million in Second Quarter 2006
LOS FRAILES: Case Summary & Five Largest Unsecured Creditors
LOVESAC CORP: Secured Creditor G&G Says Plan is Unconfirmable

MARKETSHARE TELECOM: Voluntary Chapter 11 Case Summary
MASTERCRAFT INTERIORS: Hires Executive Sounding as Fin'l Advisors
MERIDIAN AUTOMOTIVE: Ct. Removes GSC Entities From Adversary Suit
MERIDIAN AUTOMOTIVE: GECC Wants to Repossess Leased Equipment
MUSICLAND HOLDING: Committee Has Until August 4 to File Claim

NAT'L DATACOMPUTER: March 31 Balance Sheet Upside-Down by $4.7MM
NATIONSRENT COS: Sells Assets to Sunbelt Rentals for $1.05 Billion
NAVIGATORS GROUP: S&P Rates $300 Million Multipurpose Shelf at BB+
NORTEL NETWORKS: Forms Strategic Alliance with Microsoft Corp.
NORTHWEST AIRLINES: Refinances Bank Obligations to Reduce Costs

OCA INC: Hawaii Unit Files Schedules of Assets and Liabilities
OWENS CORNING: Confirmation Hearing Scheduled for September 18
OWENS CORNING: Wants Okay on Century Indemnity, et al. Settlement
PEP BOYS: Chief Executive Officer Larry Stevenson Resigns
PINNACLE ENT: Launches Offer for President Casinos' Issued Notes

PLATFORM LEARNING: Court Gives Interim Nod on Herrick as Counsel
PLATFORM LEARNING: Wants Argus Management as Financial Advisor
PLIANT CORP: Asks Court to Approve EPA Settlement Agreement
PLIANT CORP: Ontario Court Rules Ch. 11 Plan Effective in Canada
PREFERRED VOICE: Philip Vogel Expresses Going Concern Doubt

PRESIDENT CASINOS: Pinnacle Offers to Buy Back Issued Notes
QUIGLEY COMPANY: Court Approves Paul Street Employment Agreement
QUIGLEY COMPANY: Court Extends Removal Period to October 4
REFCO INC: Chapter 11 Trustee Inks Settlement Pact with Rogers Raw
REVLON CONSUMER: Lender Support Cues Additional $25 Million Add-On

RIVERSTONE: Equity Panel Hires Poovayya as Special Counsel
SAINT VINCENTS: Aptium Can File Claims Until August 31
SEA CONTAINERS: Closes $585 Million Silja Sale to Tallink Grupp
SECUNDA INT'L: Prices $125 Million Senior Notes Tender Offer
SILICON GRAPHICS: Court Approves Stipulation Modifying Stay

SILICON GRAPHICS: LSI Logic, et al.'s Demands Return of All Goods
SPECIALTYCHEM PRODUCTS: Committee Wants Brennan Steil as Counsel
SPECIALTYCHEM: Has Until Today to File Statements and Schedules
STEELCASE INC: Moody's Affirms Ba1 Rating with Positive Outlook
TD AMERITRADE: Earns $140 Million in Third Quarter of 2006

TITAN GLOBAL: Losses Continue in Quarter Ended May 31
TOWER AUTOMOTIVE: Inks Tentative Contract Agreements with Unions
TRI-CONTINENTAL EXCHANGE: Chapter 15 Petition Summary
TRISTAR HOTELS: Section 341(a) Meeting Scheduled for July 25
USG CORP: Appellate Court Overturns Tort Suit Against US Gypsum

USP DOMESTIC: S&P Rates $400 Million Revolving Loan at BB-
VARIG S.A.: Sold to Volo do Brasil for $600 Million
VENETO LLC: Inks Financing to Complete Condo Project in Calif.
VERTICAL HEALTH: Reports $715,088 Net Loss in Amended 2005 10-K
WESTERN APARTMENT: Taps Reinwald O'Connor as Special Counsel

WESTERN APARTMENT: Taps Thomas R. Cole as Counsel in Maui Dispute
WORLDWATER & POWER: Mar. 31 Balance Sheet Upside-Down by $1.6 Mil.

* Euler Sees Significant Increase In Global Business Failures
* Focus Management Group Opens New Chicago Office

* BOOK REVIEW: The Managerial Mystique: Restoring Leadership in
               Business

                             *********

ACANDS INC: Legal Analysis Hired as Asbestos Panel's Consultant
---------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware allowed the Official Committee of Asbestos
Personal Injury Claimants in ACandS, Inc.'s chapter 11 case, to
retain Legal Analysis Systems, Inc., as its asbestos-related
bodily injury consultant, nunc pro tunc to Sept. 29, 2005.

As reported in the Troubled Company Reporter on Feb 13, 2006,
Legal Analysis is expected to:

     a) estimate the number and value of present and future
        asbestos personal injury claims;

     b) develop claims procedures to be used in the development of
        financial models of payments and assets of a claims
        resolution trust;

     c) review and analyze the Debtors' claims database and review
        and analyze the Debtors' resolution of asbestos claims;

     d) evaluate reports and opinions of experts and consultants
        retained by other parties;

     e) evaluate and analyze proposed proofs of claim and bar
        dates and analyze data from these proofs of claim;

     f) Quantitatively analyze other matters related to asbestos
        bodily injury claims; and
  
     g) provide testimony, as requested by the Committee.

The lead professionals who will work on the Debtor's case and
their hourly rates were:

        Professional        Designation          Hourly Rate
        ------------        -----------          -----------
        Mark A. Peterson    President                $600
        Daniel Relles       Statistician             $375

Mr. Peterson assured the Bankruptcy Court that his firm is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code and holds no interest adverse to the Debtor
or its estate.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002, (Bankr.
Del. Case No. 02-12687).  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub, P.C., represents the Debtor
in its restructuring efforts.  Kathleen Campbell Davis, Esq., and
Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  When
the Company filed for protection from its creditors, it estimated
debts and assets of over $100 million.

                    Chapter 11 Plan Update

Judge Fitzgerald approved the adequacy of the Debtor's Amended
Disclosure Statement explaining their proposed Plan of
Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.  
On Feb. 5, 2004, the Debtor and the Official Committee of Asbestos
Personal Injury Claimants jointly filed with the District Court an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.


ACANDS INC: Wants Exclusive Plan-Filing Period Extended to Oct. 17
------------------------------------------------------------------
ACandS, Inc., asks the U.S. Bankruptcy Court for the District of
Delaware to further extend the time within which the Debtor has
the exclusive right to file a Chapter 11 plan, through and
including the earlier of the effective date of its plan or
Oct. 17, 2006.

The Debtor also wants until the earlier of the plan effective date
or Jan. 17, 2007, to solicit acceptances of that plan from its
creditors.

The Debtor wants to preserve its exclusive period to file a plan
to allow for any alternative structure that may result from
continuing negotiations.

The extension, the Debtor says, will result in a more efficient
use of its estate assets and resources.

Headquartered in Lancaster, Pennsylvania, ACandS, Inc., was an
insulation contracting company, primarily engaged in the
installation of thermal and mechanical insulation.  In later
years, the Debtor also performed a significant amount of asbestos
abatement and other environmental remediation work.  The Company
filed for chapter 11 protection on September 16, 2002, (Bankr.
Del. Case No. 02-12687).  Laura Davis Jones, Esq., at Pachulski
Stang Ziehl Young Jones & Weintraub, P.C., represents the Debtor
in its restructuring efforts.  Kathleen Campbell Davis, Esq., and
Marla Rosoff Eskin, Esq., at Campbell & Levine, LLC, represent the
Official Committee of Asbestos Personal Injury Claimants.  When
the Company filed for protection from its creditors, it estimated
debts and assets of over $100 million.

                    Chapter 11 Plan Update

Judge Fitzgerald approved the adequacy of the Debtor's Amended
Disclosure Statement explaining their proposed Plan of
Reorganization on Oct. 3, 2003.  On Jan. 26, 2004, Judge
Fitzgerald entered Proposed Findings of Fact and Conclusions of
Law Re Chapter 11 Plan Confirmation (Doc. 979), recommending that
the U.S. District Court deny confirmation of the Debtor's Plan.  
On Feb. 5, 2004, the Debtor and the Official Committee of Asbestos
Personal Injury Claimants jointly filed with the District Court an
objection to the Bankruptcy Court's Proposed Findings.  In that
filing, the Debtor and the Committee asked the District Court to
reject the Bankruptcy Court's Findings and Conclusions and confirm
the proposed chapter 11 plan.


ACRO BUSINESS: Can Access M&I's Cash Collateral on Interim Basis
----------------------------------------------------------------
The Hon. Robert J. Kressel of the U.S. Bankruptcy Court for the
District of Minnesota allowed ACRO Business Finance Corp., on an
interim basis, to use up to $28,886 cash collateral securing
repayment of its debts to M&I Marshall and Ilsley Bank and about
$600,000 to make additional advances to clients, The Deal reports.

Use of the cash collateral will allow the Debtor to pay the costs
and expenses of operating its business.

A copy of the budget from July to September is available for free
at http://researcharchives.com/t/s?e1d

The Court will convene a final hearing to consider approval of
that request on Aug. 3, 2006.

According to John Blakeley, writing for The Deal, M&I Marshall and
Ilsley Bank objected to the use of its cash even on an interim
basis because it was unsecured on additional cash advances the
Debtor intends to provide customers until the final hearing.

As adequate protection of M&I's interest, M&I received a
postpetition replacement security interest of the same priority,
dignity and effect as its prepetition interest in the Debtor's
cash collateral.

If the replacement lien is not sufficient to secure M&I, the Court
gives the bank a superpriority claim on the cash, which is paid
before every other administrative or general unsecured claim
except superpriority claims and liens granted to postpetition
lenders.

The Debtor has negotiated to arrange a DIP financing of up to
$650,000 with M&I, to have sufficient working capital on hand and
to fund all of the Debtor's customer needs.  Until it reaches an
agreement with the bank on a DIP, ACRO will fund the borrowing
needs of its customers through the cash collateral.

                          Loan Agreement

The debtor's relationship with M&I began in Aug. 5, 1997, when
M&I issued the Debtor a $5 million credit line.  The loan
agreement was amended eight times until it was eventually
increased to $21 million and extended through May 31, 2006.

On April 21, 2006, the bank refused to extend the maturity on the
loan, prompting the Debtor to file for bankruptcy because it did
not have enough cash on hand to pay in full.

                            M&I Dispute

As of its bankruptcy filing, the Debtor has 14 outstanding loans
to its customers, totaling $22,424,728.  The debtor sold a
"participation interest" in six of the 14 loans to nine different
banks or investors, amounting to $4,416,624.

The Debtor, which typically sells participation interest on its
loans from a high of 66.7% to a low of 25%, said that the clients
-- not the Debtor -- actually own the portion of the loan sold.

M&I, however, contends that the loan participations are not true
sales, but "disguised loans."  As a result, the bank claims to
have a security interest in all the portions of the loans sold.

The Debtor tells the Court that it proposes to commence an
adversary proceeding against M&I to determine the bank's
entitlement to the portions in question.

Because of the dispute, the exact value of the bank's collateral
is unknown.  Either way, M&I is undersecured because even
including the disputed portion of some loans, the value of the
collateral securing the loans is less than the bank's $12.6
million claim, Mr. Blakeley reports.

The Debtor says the estimated value of its loan portfolio is about
$4.3 million as of June 30, 2006.  The debtor notes that this
value is less than the face value of the loans it issued customers
because several clients have been unable to make their payments.

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.


ADELPHIA COMMS: Ct. Bars America Channel from Going After Assets
----------------------------------------------------------------
On June 5, 2006, the Honorable Robert D. Gerber of the U.S.
Bankruptcy Court for the Southern District of New York modified
his prior order to provide that The America Channel, LLC; Gray,
Plant, Mooty, Mooty & Bennett, P.A.; and Alioto Law Firm are
temporarily restrained, until the Bankruptcy Court rules on the
Debtors' motion for a preliminary injunction, from:

    (a) continuation of further proceedings in their action
        against Time Warner Cable, Inc., Time Warner NY Cable,
        LLC, Time Warner, Inc., and Comcast Corporation in the
        United States District Court for the District of
        Minnesota;

    (b) taking any other action, with the exception of any action
        taken in the Bankruptcy Court, to interfere with the
        Bankruptcy Court's jurisdiction over the chapter 11 cases
        of Adelphia Communications Corporation and its debtor-
        affiliates; and

    (c) taking any other action, with the exception of any action
        taken in the Bankruptcy Court, to interfere with the sale
        of substantially all of Adelphia's assets to the
        Purchasers.

Judge Gerber also issued a bench decision explaining his issuance
of the temporary restraining order against America Channel, et
al.

According to Judge Gerber, "an interference with the estate's
ability to dispose of its property, or, for that matter, with its
contractual right to secure the $17 billion in cash and stock
that it will obtain on the closing of the Time Warner and Comcast
deal, is a classic, and egregious, violation of Section 362(a)(3)
of the Bankruptcy Code."

"I find, as a mixed question of fact and law, that Adelphia
plainly has shown irreparable injury, by reason of the threatened
loss of the $17 billion it will receive on the sale of its
business, and the threatened interference with Adelphia's
reorganization.  There is nothing in the record now, if there
ever will be, to lead me to believe that TAC, a company yet to
start business, could answer for such an astronomical loss in
damages.  The irreparable injury is especially severe since the
proposed sale involves a control premium which Adelphia was
unable to obtain from anyone else, and since any delay in closing
will subject the Adelphia estate to even greater prejudice, as
interest on secured bank claims continues to accrue," Judge
Gerber notes.

                America Channel, et al., Oppose TRO

America Channel, et al., argue that the Court's original order
was an impermissible restraint on their right to bring a federal
antitrust action in the court of their choice, and wrongfully
interfered with the jurisdiction of the Minnesota District Court.
Entry of a preliminary or permanent injunction would repeat and
compound that error, America Channel, et al., assert.

America Channel, et al., ask the Bankruptcy Court to vacate its
temporary restraining order and not issue a permanent or
preliminary injunction.

In the event the Bankruptcy Court enters an injunction, America
Channel, et al., request that:

    (1) the injunction be narrowly drawn so as only to prevent
        America Channel, et al., from seeking injunctive relief
        against the sale of the Adelphia assets to Comcast and
        Time Warner in the Minnesota case, and otherwise permit
        America Channel, et al., to proceed with their antitrust
        action in Minnesota; and

    (2) the injunction be sufficiently final to allow America
        Channel, et al., to take an immediate appeal of the
        injunction to the United States District Court for the
        Southern District of New York, or, alternatively, the
        Court grant America Channel, et al., leave to appeal under
        Section 158(a) of the Judiciary Code.

                           ACOM Responds

The ACOM Debtors point out that America Channel, et al., fail to
address or disclaim the important public policies compelling the
prosecution in the Bankruptcy Court of any action that threatens
to impair the Bankruptcy Court's ability to supervise their
reorganization -- including the Sale -- and the rights of the
Debtors and their constituents to the fruits of the Sale.

The ACOM Debtors insist that America Channel, et al.'s filing of
the lawsuit in the Minnesota District Court violated the
automatic stay and threatens the Bankruptcy Court's ability to
administer the Debtors' estates.  The ACOM Debtors contend that
the Bankruptcy Court has the power, jurisdiction and authority to
enjoin America Channel, et al., from continuing to prosecute the
Action in the Minnesota District Court.  "[I]f the TAC Action is
to be prosecuted anywhere, [the Bankruptcy] Court is the
appropriate forum, both because of the strong public policies
favoring [the Bankruptcy] Court's ability to manage the Debtors'
estates and because of [the Bankruptcy] Court's intimate
knowledge of and experience with the Sale," the ACOM Debtors
note.

Moreover, the ACOM Debtors continue, an injunction enjoining
America Channel, et al., from prosecuting the TAC Action in any
court other the Bankruptcy Court would not run afoul of the
public policies underlying the antitrust laws, and, indeed, would
allow the full and fair enforcement of those laws.  The ACOM
Debtors believe that America Channel, et al., will not be
materially prejudiced should the Bankruptcy Court grant their
request for an injunction.  "[A]lthough [the Bankruptcy] Court
can issue a narrow injunction that would allow [America Channel,
et al.] to prosecute the TAC Action to the extent that such
prosecution would not interfere with the Sale or the Debtors'
estates, [America Channel, et al.'s] suggested injunction is too
narrow," the ACOM Debtors say.

                        Permanent Injunction

Judge Gerber has issued a permanent injunction enjoining America
Channel, et al., from taking any steps to exercise control over
the ACOM Debtors' property in any forum other than the Bankruptcy
Court.

The Bankruptcy Court finds that (i) Adelphia plainly has shown
irreparable injury, (ii) the resulting loss to Adelphia cannot be
compensated for by damages, (iii) the balance of hardships favors
Adelphia, and (iv) public interest would not be disserved by
issuance of a permanent injunction.

But the injunction is in a form narrower than the original TRO.
Judge Gerber permits America Channel, et al., to proceed with
their action in Minnesota if they seek damages only, or seek
equitable relief that does not interfere with the sale.

Judge Gerber reiterates that America Channel, et al.'s efforts to
enjoin the sale of the ACOM Debtors' assets constituted "a
classic and egregious violation of the automatic stay."

Judge Gerber notes that the sale represents an extraordinary
achievement, and the loss of it would be a corresponding
disaster.

"The injunction requested in Minnesota would have the effect of
holding the sale of Adelphia's assets hostage in [America
Channel, et al.]'s effort to cause Time Warner and Comcast to
carry [America Channel, et al.]'s programming on their cable
properties.  If [America Channel, et al.] contends that Comcast
or Time Warner acted wrongfully in declining to put [America
Channel, et al.] on their cable systems' channel lineups, it can
seek to convince a court of that, and secure an order requiring
[America Channel, et al.]'s programming to be carried, or to
secure damages for a refusal.  But as the remedy for the alleged
offense, [America Channel, et al.] seeks very different relief --
an injunction prohibiting Adelphia and its creditors from
realizing on the value of their assets -- directly and materially
interfering with the estate's realization of the value of its
assets, and with its reorganization.  That goes to the heart of
what section 362(a)(3) prohibits."

Moreover, the Bankruptcy Court points out that there is no
written or unwritten exception to the automatic stay provision
for litigants prosecuting private actions under the antitrust
laws.

Judge Gerber states that America Channel, et al., would not be
deprived of a place to litigate their claims -- or to secure a
fair adjudication of the claims -- because they could still
litigate the claims in the bankruptcy court, with appellate
rights in the three courts above the bankruptcy court, and with
the right to move for withdrawal of the reference.

The Bankruptcy Court believes that if America Channel, et al.,
wish to secure an order requiring Time Warner or Comcast to carry
The America Channel on their cable properties, which the Court
understands to be the main grievance America Channel, et al.,
assert, America Channel, et al., can seek that order without
material prejudice to Adelphia's reorganization, and the
Court will permit a claim for relief of that character to
proceed.  "The same could be said with respect to any [America
Channel, et al.] claims for damages, and [the Bankruptcy] Court
will permit claims for damages to proceed too.  And the Court
will even permit [America Channel, et al.] to seek divestiture,
after Adelphia has successfully realized on the value of its
assets," Judge Gerber adds.

Judge Gerber rejects America Channel, et al.'s suggestion that
America Channel, et al., should be free to enjoin Time Warner and
Comcast from proceeding under agreements they entered into with
each other as part of the sale transaction under which Adelphia
will dispose of its assets, so long as America Channel, et al.,
do not try to enjoin the closing of the sale itself.

A full-text copy of the Bankruptcy Court's 30-page Decision is
available for free at http://ResearchArchives.com/t/s?e0c

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest      
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly adminsitered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMUNICATIONS: Wants Court Nod on Extended DIP Facility
-----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates ask
the U.S. Bankruptcy Court for the Southern District of New York to
authorize and approve:

    (a) the amendment, restatement and extension of their existing
        Fourth Amended and Restated Credit and Guaranty Agreement
        dated as of March 17, 2006, with a group of lenders led by
        J.P. Morgan Securities, Inc., and Citigroup Global
        Markets, Inc., as Joint Bookrunners and Co-Lead Arrangers;

    (b) the related commitment letter for the Extended DIP
        Facility; and

    (c) the payment of related fees and expenses as provided for
        in the Commitment Letter and the related fee letter.

Shelley C. Chapman, Esq., at Willkie Farr & Gallagher LLP, in New
York, tells Judge Gerber that while the Debtors expect to
consummate the Sale Transaction prior to its outside date of
July 31, 2006 -- and thus prior to the current Aug. 7, 2006,
maturity date of the Existing DIP Facility -- in the exercise of
prudent business judgment, the Debtors have taken steps to obtain
the DIP Lenders' agreement to an extension of the Existing DIP
Facility in the event the Sale Transaction closing is delayed.

Among other things, the Extended DIP Facility:

    (a) provides for a $1.3 billion facility, comprised of an
        $800,000,000 revolving credit facility -- including a
        $500,000,000 letter of credit sub facility -- and a
        $500,000,000 term loan, although prior to the closing date
        of the Extended DIP Facility, the Co-Lead Arrangers are
        entitled to change the allocations between the revolving
        credit facility and the term loan facility, but in any
        event the aggregate amount of the Extended DIP Facility
        cannot be reduced below $1.3 billion;

    (b) provides for a Maturity Date of Nov. 7, 2006;

    (c) provides for the termination of the Extended DIP Facility
        on the earlier of:

           (i) the Maturity Date,

          (ii) the acceleration of the loans and the termination
               of the commitments in accordance with the terms of
               the Extended DIP Facility,

         (iii) the date on which the transactions contemplated by
               either Purchase Agreement are consummated,

          (iv) the date on which any Break-Up Fee is paid to
               either Buyer pursuant to the terms of the
               applicable Purchase Agreement, and

           (v) subject to the terms of the Extended DIP Facility,
               the substantial consummation of a plan of
               reorganization; and

    (d) provides that the EBITDA and EBITDAR definitions contained
        in the Extended DIP Facility will be modified to add back
        to net income the aggregate amount of any charges recorded
        or reserves taken by any Loan Party during any period for
        any Break-Up Fee that becomes payable under the Purchase
        Agreements or is otherwise accrued by the Loan Parties
        during that period, provided, that the aggregate amount of
        those charges or reserves does not exceed $440,350,000.

The Borrowing Limits under the July 10, 2006, Commitment Letter
are:

                         Initial            Final
    Borrower Group       Borrowing Limits   Borrowing Limits
    --------------       ----------------   ----------------
    Century                  $690,000,000       $650,000,000
    Century-TCI               230,000,000        250,000,000
    UCA                       100,000,000         75,000,000
    Parnassos                  10,000,000         10,000,000
    FrontierVision            215,000,000        205,000,000
    Olympus                    25,000,000         25,000,000
    Seven A                             0                  0
    Seven B                    20,000,000         75,000,000
    Seven C                    10,000,000         10,000,000
                         ----------------   ----------------
                  TOTAL:   $1,300,000,000     $1,300,000,000
                         ================   ================

The ACOM Debtors are required to pay certain fees to the DIP
Lenders as consideration for the commitments under the Commitment
Letter and the extension of the Existing DIP Facility:

    -- Marketing Fees totaling $650,000
    -- Annual Administrative Fee equal to $250,000
    -- Collateral Fee equal to $250,000
    -- Arrangement Fee equal to $250,000

The ACOM Debtors have agreed to reimburse each Co-Lead Arranger
and each Lead Lender for their reasonable out-of-pocket expenses
incurred.

According to Ms. Chapman, none of the fees associated with the
Extended DIP Facility will become payable -- except for
reimbursement of out-of-pocket expenses associated with the
negotiation and documentation of the extension -- unless the Sale
Transaction fails to close prior to the Existing DIP Facility's
August 7, 2006, maturity date and the Extended DIP Facility is
closed.

A full-text copy of the Fifth Amended and Restated Credit and
Guaranty Agreement is available for free at:

               http://ResearchArchives.com/t/s?e09

A full-text copy of the Commitment Letter is available for free
at http://ResearchArchives.com/t/s?e0a

                      Use of Cash Collateral

The Debtors further ask the Court to approve their continued use
of cash collateral.

The ACOM Debtors and the administrative agents for certain
prepetition lenders:

    -- Bank of America, N.A., for the Century Lenders;
    -- Bank of Montreal, for the Olympus Lenders;
    -- Wachovia Bank, N.A., for the UCA Lenders; and
    -- JPMorgan Chase Bank, for the FrontierVision Lenders,

agree that the Debtors will be authorized to continue to use the
Cash Collateral in which the Pre-Petition Secured Lenders claim
an interest.  The Debtors are directed to continue to provide
Adequate Protection Obligations pursuant to the terms and
conditions contained in the Final DIP Order; provided that
following consummation of the Purchase Agreements and the JV
Plan, the Debtors no longer will be obligated to:

    (a) comply with the requirements of Articles 5 and 6 of the
        DIP Credit Agreement; and

    (b) implement and follow the Cash Management Protocol.

                       Investment Guidelines

Upon the closing of the Sale Transaction, the Debtors will
require the services of one or more investment managers, a
custodian, and a cash management bank to hold, manage, and
disburse the proceeds of the Sale Transaction.  The Debtors
conducted an extensive selection process over the past several
weeks, during which representatives of the Debtors met with and
considered six sophisticated and qualified financial services
firms for the position of investment manager and five such firms
for the position of cash manager.  After careful consideration,
the Debtors have determined to retain UBS Global Asset Management
(Americas) Inc., and Morgan Stanley & Co., Inc., as investment
managers, with each Investment Manager to manage 50% of the net
proceeds received from the Sale Transaction.

Ms. Chapman explains that the Debtors' determination was based
on, among other things, the reputation and experience of UBS and
Morgan Stanley, the quality of the personnel from each firm who
will be dedicated to serving the Debtors' account, and the
willingness of the Investment Managers to offer highly
competitive pricing.

The Debtors also have determined to continue using Wachovia Bank,
National Association, who throughout their cases has operated as
the primary cash management bank for the Debtors, as the
institution that will transact the majority of the cash
activities for the Debtors.  "This determination was based on,
among other things, the operational efficiency of avoiding a
transition to a different system and Wachovia's willingness to
keep the same customer service team in place and offer
competitive pricing," Ms. Chapman says.

Accordingly, the Debtors seek the Court's authority (i) to enter
into investment management agreements with the Investment
Managers; and (ii) to continue using Wachovia as the Cash
Management Bank.

The Investment Management Agreements, among other things, contain
industry standard indemnification provisions.

The Debtors also ask Judge Gerber to approve certain investment
guidelines.

The Investment Guidelines are designed to:

    (a) safely preserve the value of the principal proceeds
        received from the Sale Transaction pending distribution to
        the Debtors' creditors;

    (b) maintain appropriate liquidity for the cash disbursements
        of the Debtors;

    (c) provide for prudent diversification of investments; and

    (d) maximize the after-tax rate of return on investments
        consistent with the safety, liquidity and diversification
        guidelines.

A full-text a copy of the Investment Guidelines is available for
free at http://ResearchArchives.com/t/s?e0b

                  About Adelphia Communications

Based in Coudersport, Pa., Adelphia Communications Corporation
(OTC: ADELQ) -- http://www.adelphia.com/-- is the fifth-largest      
cable television company in the country.  Adelphia serves
customers in 30 states and Puerto Rico, and offers analog and
digital video services, high-speed Internet access and other
advanced services over its broadband networks.  The Company and
its more than 200 affiliates filed for Chapter 11 protection in
the Southern District of New York on June 25, 2002.  Those cases
are jointly administered under case number 02-41729.  Willkie Farr
& Gallagher represents the ACOM Debtors.  PricewaterhouseCoopers
serves as the Debtors' financial advisor.  Kasowitz, Benson,
Torres & Friedman, LLP, and Klee, Tuchin, Bogdanoff & Stern LLP
represent the Official Committee of Unsecured Creditors.

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through 06-
10642).  Their cases are jointly adminsitered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 141; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADM TRONICS: Stockholders' Deficiencies Spur Going Concern Doubt
----------------------------------------------------------------
Raich Ende Malter & Co. LLP expressed substantial doubt about ADM
Tronics Unlimited, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended March 31, 2006 and 2005.  The auditing firm pointed to the
Company's recurring losses and accumulated deficits and
stockholders' deficiencies.

The auditing firm also noted certain errors in the Company's
financial statements resulting in understatement of previously
recorded deferred compensation and additional paid-in capital as
of March 31, 2005, which were later discovered by the Company's
management.  Accordingly, the 2005 consolidated financial
statements have been restated to correct the errors.

ADM Tronics' balance sheet at March 31, 2006 showed total
stockholders' deficiency of $6,199,807 resulting from
$3,239,663 in total assets and $9,439,470 in total liabilities.

The Company's balance sheet also showed total current assets of
$1,564,879 and total current liabilities of $1,258,469.

For the year ended March 31, 2006, the Company reported
net loss of $7,171,130 from $1,724,269 of revenues.

A full-text copy of the Company's financial report for the year
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df8

                      About ADM Tronics

Based in Northvale, New Jersey, ADM Tronics Unlimited Inc. --
http://www.admtronics.com/-- produces and markets chemical  
products for industrial users.  The Group also manufactures,
markets and leases medical equipment and medical devices.


AEROTECH FILTRATION: Case Summary & Six Largest Unsec. Creditors
----------------------------------------------------------------
Debtor: Aerotech Filtration, Inc.
        900 Carpenters Crossing
        Folcroft, Pennsylvania 19032

Bankruptcy Case No.: 06-13007

Type of Business: The Debtor installs and repairs air
                  conditioning and heating systems.

Chapter 11 Petition Date: July 19, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Aris J. Karalis, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, Pennsylvania 19103
                  Tel: (215) 546-4500
                  Fax: (215) 985-4175

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

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Flanders Corporation                  $2,477,288
   2399 26th Avenue North
   P.O. Box 7568
   St. Petersburg, FL 33713

   New Century Bank                        $586,416
   513 Kimberton Road
   Phoenixville, PA 19460

   Clifton Coastal                          $88,978
   555 East Baltimore Pike
   Clifton Heights, PA 19018

   Holmes Partners                          $15,589
   Holmes Corporate Center
   500 Pine Street
   Holmes, PA 19043

   The Devcon Group                         $12,482
   dba Clarion Data Systems
   4919 Township Line Road, Suite 343
   Drexel Hill, PA 19026

   Robert J. Pomante, Ltd.                   $4,390
   850 West Chester Pike, Suite 205
   Havertown, PA 19083


ALAN VEYS: Case Summary & 16 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Alan J. Veys
        Cannery Cove, P.O. Box 33497
        Juneau, Alaska 99803

Bankruptcy Case No.: 06-12338

Type of Business: The Debtor is the owner of Alan J. Veys
                  Properties, LLC, which filed for chapter 11
                  protection on May 1, 2006 (Bankr. W.D. Wash.
                  Case No. 06-40911).

                  Alan J. Veys Properties is an affiliate of Lone
                  Eagle Resorts, Inc. dba Pybus Point Lodge, which
                  filed for chapter 11 protection on May 1, 2006
                  (Bankr. W.D. Wash. Case No. 06-40912).

Chapter 11 Petition Date: July 19, 2006

Court: Western District of Washington (Seattle)

Judge: Karen A. Overstreet

Debtor's Counsel: Albert N. Kennedy, Esq.
                  Tonkon Torp LLP
                  888 Southwest 5th Avenue, Suite 1600
                  Portland, Oregon 97204-2099
                  Tel: (503) 221-1440

Total Assets: $8,876,949

Total Debts:  $3,766,598

Debtor's 16 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Applequist Reed Jones and          Judgment              $850,000
Pybus Alaska Resorts
P.O. Box 2508
c/o Mark W. Gifford
Casper, WY 82602

Dan Garner                         Services               $14,000
1622 North 2nd Avenue
Kelso, WA 98626

Val Svendsen                       Rent/Loan              $13,524
P.O. Box 33497
Juneau, AK 99802

Riske Salisbury and                Attorney Fees           $8,800
Kelly P.C.
c/o Don W. Riske, Esq.
1720 Carey Avenue, Suite 500
Cheyenne, WY 92001

Wells Fargo Bank                   Bank Charges            $6,400
1610 Anka Street
Juneau, AK 99801

Pure Fishing Wholesale             Trade Debt              $6,000

John Homme                         Loan/Trade Debt         $5,000

P. Michael Long                    Attorney Fees           $4,800

Jerry Lewis                        Trade Debt              $3,500

Terry Gillmore                     Trade Debt              $1,650

U.S. Cellular                      Utilities                 $913

Rocky's Marine                     Bank Loan                 $900

Cowlitz County PUD                 Utilities                 $550

Brenda Hornduckle                  Labor/Services            $250

Cellular One                       Utilities                 $250

Qwest                              Utilities                  $61


ALLIED HOLDINGS: Ralph Vollman Proceeds with Federal Ct. Action
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
entered a consent order modifying the automatic stay in effect in
Allied Holdings, Inc., and its debtor-affiliates' cases, solely to
permit Ralph Vollman to:

    -- continue his Federal Court action against the Debtors in
       respect of his claims to proceed to final judgment or
       settlement; and

    -- attempt to recover any liquidated final judgment upon, or
       settlement of, the Claims from available insurance policies
       of the Debtors, if any, related to the Claims.

As reported in the Troubled Company Reporter on June 13, 2006, Mr.
Vollman asked the Court to:

    * terminate or modify the stay to allow him to proceed with
      his personal injury case and collect any judgments in his
      favor, to the extent they are covered and payable by
      insurance;

    * allow him to amend his Proof of Claim, if appropriate, to
      the extent he is awarded a judgment in excess of the
      insurance coverage, or which are not otherwise covered by
      insurance, in order to participate in any distributions made
      to similarly situated creditors; and

    * obtain verification of insurance coverage available to
      satisfy claims.

Mr. Vollman filed a claim for serious personal injuries against
Delphi Corporation and its debtor-affiliates.  Mr. Vollman was
injured when his car collided with the Debtors' car carrier on
MacArthur Boulevard in Barnstable County, Massachusetts, in April
2003.  Rodger Grubb, the driver of the Debtors' car carrier,
received a criminal citation for gross negligence.

Frank N. White, Esq., at Arnall, Golden, Gregory, LLP, in
Atlanta, Georgia, related that Mr. Vollman:

    -- incurred more than $800,000 for medical treatment;

    -- lost wages in excess of $25,000;

    -- lost earning capacity; and

    -- was and continues to be restricted in his activities.

As a result of his losses, Mr. Vollman sought $5,000,000 in
damages.

Mr. Vollman filed a lawsuit on Dec. 30, 2003, against Roger Lynn
Grubb and Allied Systems, Ltd.  The litigation is pending in the
United States District Court for the District of Massachusetts.

Mr. Vollman estimated that discovery is 80% completed in his case
and believes that the Debtors have insurance policies that would
compensate him for his losses.  Mr. Vollman wants to continue the
discovery.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide    
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


AMR CORP: Reports $291 Million 2006 Second Quarter Profit
---------------------------------------------------------
AMR Corporation, the parent company of American Airlines, Inc.,
reported a net profit of $291 million for the second quarter of
2006, compared to a profit of $58 million in the second quarter of
2005.

"We are pleased to have earned a quarterly profit -- just our
second in the last 22 quarters without the benefit of special
items," said AMR Chairman and CEO Gerard Arpey.  "Our performance
indicates very clearly that we are on the right track, but also
demonstrates -- just as clearly -- that we have more work to do to
return our company to financial health."

According to Arpey, the high cost of fuel and ongoing competitive
pressures in the industry remain significant obstacles.  "Fuel
costs continue to raise the bar in terms of revenue generation,
while the growth of low-cost carriers and continuing competition
from bankrupt carriers with significant cost advantages drive the
need for increased efficiencies and cost savings across all areas
of our business," Arpey said.

During the second quarter, the Company paid $374 million more for
fuel than it would have paid at the fuel prices prevailing during
the same period a year ago.  American's mainline cost per
available seat mile in the quarter was up 8.5% year over year.  
Excluding fuel, the airline's unit cost for the second quarter was
up 1.4% year over year.

AMR's full-year 2006 fuel cost estimates have continued to grow.  
In January, the Company said it expected a full-year average price
of $1.95 a gallon and, in April, revised this forecast to $2.07.
AMR now forecasts a full-year 2006 average fuel cost of $2.18 a
gallon.

In spite of rising fuel costs, Arpey pointed out that AMR
continues to enjoy solid revenue momentum.  "The combination of
capacity restraint, the changes we have made to our network and
product offerings, and the consistent, high-quality service
provided by our employees has enabled us to drive unit revenues to
a level approaching the highs reached in 2000."

AMR reported second quarter consolidated revenues of approximately
$6 billion, an increase of 12.5% year over year.  Other revenues
in the second quarter, including such sources as confirmed flight
change, purchased upgrades, Buy-on-Board food services and third-
party maintenance work, increased 20.9% year over year to
$347 million.

"Our summer is off to a strong start, and as always, our employees
deserve enormous credit for getting millions of customers where
they are going safely, comfortably and on time," Arpey said.

Arpey also pointed out, however, that the second quarter is a
traditionally strong period for American, so more performance
improvements will be required to sustain profitability through the
rest of 2006.

"These results point the way to our continued progress," Arpey
said.  "We need to keep finding new ways to care for our customers
while reducing expenses wherever possible.  It's a tall order, but
as today's results demonstrate, our team is up to the job."

American continues to execute on the fundamentals of its
Turnaround Plan by working together with employees to identify
ways to reduce costs, grow revenues, improve the customer
experience and simplify its operations, Arpey noted.  A few recent
examples:

    -- American made a decision in the second quarter to return 19
       non-standard 757 aircraft, originally acquired from TWA,
       when their leases expire in 2007 and 2008.  The decision
       will save more than $50 million in annual lease costs and
       also allow the Company to avoid costly upgrades and higher
       required maintenance costs.

    -- in June, American announced the AAdvance Bag Check SM
       program that allows passengers on cruise ships, at hotels
       and at convention centers to drop off their luggage for
       American flights at select remote locations.

    -- in May, management and Transport Workers Union Local 567
       employees at the American Airlines Alliance Maintenance
       Base, including Texas Aero Engine Services Ltd., American's
       engine repair facility joint venture with Rolls Royce, set
       a "breakthrough goal" of obtaining $400 million in value
       for the airline by the end of 2008.  Work teams were formed
       to focus on such areas as revenue generation, productivity
       increases and employee involvement.

    -- also in May, American began introducing a new service to
       accept credit and debit cards for onboard purchases, in
       addition to cash, using wireless handheld devices.  Arpey
       pointed out that in addition to earning a profit, AMR was
       able to contribute $149 million to its various defined
       benefit pension plans since the end of the first quarter,
       bringing its total 2006 contributions to the plans to
       $184 million through July 14.

AMR also was able to grow its cash balance, ending the period with
$5.7 billion in cash and short-term investments, including a
restricted balance of $525 million.

American Airlines is the world's largest airline.  American,
American Eagle and the AmericanConnection regional airlines serve
more than 250 cities in over 40 countries with more than 3,800
daily flights. The combined network fleet numbers more than 1,000
aircraft.  American's Web site -- http://www.AA.com/-- provides  
users with easy access to check and book fares, plus personalized
news, information and travel offers.  American Airlines is a
founding member of the oneworld Alliance, which brings together
some of the best and biggest names in the airline business,
enabling them to offer their customers more services and benefits
than any airline can provide on its own.  Together, its members
serve more than 600 destinations in over 135 countries and
territories.

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Standard & Poor's Ratings Services raised its ratings on AMR Corp.
and subsidiary American Airlines Inc., including the long-term
corporate credit ratings on each entity to 'B' from 'B-'.  The
short-term rating on AMR was raised to 'B-2' from 'B-3'.  The
ratings were removed from CreditWatch with positive implications,
where they were placed on April 21, 2006.  The outlook is stable.  


APHTON CORP: Court Okays Flaster/Greenberg as Committee's Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Aphton Corp.'s
chapter 11 case obtained permission from the U.S. Bankruptcy Court
for the District of Delaware to retain Flaster/Greenberg P.C. as
its counsel, nunc pro tunc to June 5, 2006.

As reported in the Troubled Company Reporter on July 11, 2006,
Flaster/Greenberg is expected to:

   a) give the Committee legal advice with respect to its powers
      and duties as a Committee;

   b) prepare necessary applications, answers, orders, reports
      and other legal papers; and

   c) pursue any claims or matters as the Committee desires.

William J. Burnett, Esq., a member at Flaster/Greenberg, told the
Court that he charges $325 per hour for his services, while his
firm's other professionals bill:

   Professional                Hourly Rate
   ------------                -----------
   Colleen A. Garrity             $210
   Shareholders/counsel        $255 - $420
   Associates                  $165 - $265
   Paralegals                  $105 - $170

Mr. Burnett assures the Court that he and his firm's professionals
do not hold any material interests adverse to the Debtor, and that
they are "disinterested persons" as that term is defined in Sec.
101(14) of the Bankruptcy Code.

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation
-- http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton filed for chapter 11 protection on May 23, 2006. (Bankr. D.
Del. Case No. 06-10510).  Michael G. Busenkell, Esq., at Eckert
Seamans Cherin & Mellot, LLC, represents the Debtor in its
restructuring efforts.  William J. Burnett, Esq., at Flaster
Greenberg, represents the Official Committee of Unsecured
Creditors.  Aphton estimated its assets and debts at $1 million to
$10 million when it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


ARR-MAZ CUSTOM: S&P Junks Ratings on $52.5 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' corporate
credit rating to Arr-Maz Custom Chemicals Inc.

At the same time, the rating agency assigned a 'B+' and a recovery
rating of '1' to Arr-Maz's $15 million 6-year revolving credit
facility and its $125 million 6-year 1st-lien term loan,
reflecting its expectation of full recovery of principal in its
default scenario.

Standard & Poor's also assigned a 'CCC+' rating to Arr-Maz's
$52.5 million 6.5-year 2nd-lien term loan, with a recovery rating
of '5', indicating negligible (0%-25%) recovery prospects for 2nd-
lien lenders.  The outlook is stable.

Proceeds from the credit facilities, which were underwritten by
UBS Securities LLC, together with $42.5 million of equity and an
$8 million contingent seller note, were used to finance the recent
acquisition of Arr-Maz by certain funds managed by GSO Capital
Partners LP from Wind Point Partners, repay existing debt, and pay
transaction expenses.

"The ratings on Arr-Maz reflect good positions in niche specialty
chemical markets, as well as risks associated with its high debt
leverage and modest scope of operations," said Standard & Poor's
credit analyst Cynthia Werneth.

Mulberry, Florida-based Arr-Maz is a narrowly-focused producer of
process chemicals and functional additives, including reagents and
coatings, to the phosphate fertilizer and mining industries, which
account for more than half of total sales.  The company also
manufactures additives for ammonium nitrate used in nitrogen
fertilizers and explosives and additives for asphalt used in
paving and roofing.  These businesses, which are of approximately
equal size, are much smaller.

In addition, Arr-Maz makes other diversified industrial mineral
flotation and surfactant chemicals and toll produces chemicals for
third parties.  Sales are concentrated in North America, but
during the past few years the company established a manufacturing
joint venture in Brazil (of which it currently owns 90%) and a
presence in Europe through a tolling arrangement with a third-
party manufacturer.  Sales originating from overseas locations
account for about 14% of revenues, which totaled $153 million in
2005.

Proprietary chemistry, a value-added product mix, and a high
degree of technical sales and service should ensure the
continuation of good operating profitability and reasonable cash
flow generation despite the company's high debt leverage.  

However, the outlook could be revised to negative or the ratings
lowered in the event of significant, debt-financed acquisitions, a
leveraged recapitalization, a sharp deterioration in operating
conditions, or a significant loss of business from a major
customer, none of which is currently anticipated.  Upward rating
movement is likely to be constrained by the company's aggressive
financial policies and weak credit measures.


ARROWHEAD GENERAL: S&P Rates Planned $45 Million Facility at CCC+
-----------------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' counterparty
credit rating to San Diego, California-based Arrowhead General
Insurance Agency Inc.

At the same time, Standard & Poor's assigned its 'B' first lien
senior secured bank loan rating to Arrowhead's proposed $125
million term loan facility and $15 million revolver and assigned
its 'CCC+' second lien junior secured bank loan rating to
Arrowhead's proposed $45 million credit facility.

The outlook is stable.

"The ratings on Arrowhead, a competitive multiline general agent
with niche property/casualty insurance focus, reflects the
challenges it faces in an industry segment which exhibits somewhat
high revenue and earnings cyclicality, high fragmentation, and
constraints to carrier access," explained Standard & Poor's credit
analyst Michael Gross.

"Most importantly, the ratings reflect strained cash flow and
diluted quality of capital expected from the pending leveraged
majority investment in Arrowhead by California based Spectrum
Equity Investors."

Partially mitigating the weaknesses, are an experienced management
team and a new equity investor that will allow management to
continue to pursue organic growth nationally, complemented by
possible opportunistic acquisitions.  Moreover, the company's
operating performance has improved in recent years on an absolute
basis and in revenue and earnings sources.  Arrowhead's business
platform was significantly enhanced by its January 2005
acquisition of  Cypress Point Insurance Services Inc., a niche
workers' compensation general agent.

Standard & Poor's expects Arrowhead to be purchased by Spectrum
Equity Investors, resulting in high debt servicing needs and
strained cash flow for a multiyear period.  However, Arrowhead's
revenue diversification is expected to further increase
organically, by product and geography.  

Net income of $10 million or more is expected in 2006, and again
in 2007, as well as a healthy EBITDA margin of 28%-32%.  Adjusted
financial leverage will be high at about 112% at year-end 2006
with low fixed-charge coverage of 2x expected in 2006 and 2007.

The outlook could be revised to negative for a variety of reasons
including weaker revenue growth, EBITDA margin fluctuation and
weaker than expected fixed-charge coverage.  Although unlikely in
the next two to three years, a positive outlook might ultimately
warrant consideration should management succeed with its
profitable growth plan complemented by greater than expected
balance sheet and cash flow strength.


ASARCO LLC: Can Enter Into East Helena Demolition Agreement
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to sign an agreement, with an
entity that submits the best bid, for demolition work to
be performed at a lead smelter plant in East Helena, Montana.

As reported in the Troubled Company Reporter on July 5, 2006,
since 1888, ASARCO LLC has operated the lead smelter plant.  
Before filing for bankruptcy, ASARCO entered into Consent Decrees
with the Environmental Protection Agency and the Montana
Department of Environmental Quality that required it to clean up
the East Helena facility by the end of 2006.

ASARCO has discovered that demolishing the East Helena facility
is easier and more efficient than merely cleaning up the site.  
Thus, pursuant to the Consent Decrees, ASARCO must demolish two
large areas within the smelter complex by year end.

The demolition areas includes:

   * the Drossing Plant,
   * the Bullion Casting,
   * the Speiss Granulation Pit,
   * the MCC building,
   * part of the run-off water containment tank MCC building,
   * the Lab building,
   * the mist precipitation building,
   * the clarifier building,
   * the Acid Tank,
   * the Dust Bin building,
   * the Scrubber Tower,
   * Cottrell, and
   * Baghouse.

Tony M. Davis, Esq., at Baker Botts LLP, in Houston, Texas,
informs the Court that demolition will include activities
necessary to:

   (a) safely demolish all buildings and components within the
       project;

   (b) clean and recycle all recyclable materials;

   (c) properly dispose all non-hazardous and hazardous
       materials; and

   (d) grade and cap all exposed soil areas within the demolition
       areas.

ASARCO lacks the manpower and other resources to do the
demolition itself, and thus needs to hire a demolition
contractor, Mr. Davis says.

ASARCO sent bidding invitations to seven entities.  All seven
entities have conducted pre-bid site inspections.  ASARCO
anticipates that those entities will submit their bids any time
soon.

Mr. Davis notes that the seven Contractors meet the criteria for
being environments contractors, are familiar with EPA and
Occupational Safety & Health Administration requirements, and
have previous experience with ASARCO environmental work.

Once bids are received, ASARCO will consult with the Official
Committee of Unsecured Creditors to select the best bid.

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


ASARCO LLC: Wants Pate Auction to Sell East Helena Equipment
------------------------------------------------------------
In connection with its intent to sell its East Helena Property,
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to employ Pate
Auction, Inc., as auctioneer.

As auctioneer for the East Helena Property, Pate Auction is
expected to:

   (a) advertise the Auction;

   (b) prepare brochures;

   (c) make minor repairs and improvements as necessary to
       maximize the Property's value; and

   (d) conduct the Auction.

ASARCO will pay Pate Auction a 12% commission from the Property's
gross sales price.  The commission is expected not to exceed
$3,500.  ASARCO will also pay Pate Auction for any additional
advertising costs and repair expenses for the Property.

Pate Auction will collect the full proceeds from the Auction.  
All expenses incurred for the promotion, advertisement and
conduct of the Auction will be first paid from the sales
proceeds.

Within 14 days after the conclusion of the Auction, Pate Auction
will deliver to ASARCO the sales proceeds, less Pate Auction's
commission and the Approved Expenses, together with an accounting
of the successful bids, the monies received, and the expenses
incurred.

The Accounting should also reflect the Gross Sales Proceeds, the
amount of the commission, the amount of the Approved Expenses,
and the Net Sales Proceeds being turned over to ASARCO.

Doug Dandro, secretary and treasurer of Pate Auction, Inc.,
assures the Court that his firm does not represent any interest
adverse to ASARCO or its estates, and is disinterested as defined
in Section 101(14) of the Bankruptcy Code.

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


ASARCO LLC: Wants to Auction East Helena Equipment on August 25
---------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to sell the East
Helena Facility Equipment, free and clear of liens, claims,
encumbrances or interests, subject to an auction to be held on
Aug. 25, 2006.

Before ASARCO LLC filed for bankruptcy, it entered into a Consent
Decree with the Environmental Protection Agency and the Montana
Department of Environmental Quality requiring ASARCO to clean up
its lead smelter plant in East Helena, Montana.

ASARCO owns various pieces of heavy equipment at the East Helena
Facility used for its clean-up efforts.  A 3-page list of the
East Helena Equipment is available for free at
http://ResearchArchives.com/t/s?dec

ASARCO has determined that it is more cost-effective to hire
contractors to perform the clean-up work.  As a result, ASARCO no
longer has any use for the Equipment.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
says that the Auction will be an unreserved auction.  The
Property offered will be sold at the highest bidder on the date
of the Auction.

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).


ASHTEAD GROUP: Sunbelt Unit Buys NationsRent for $1.05 Billion
--------------------------------------------------------------
Sunbelt Rentals, Inc., a subsidiary of Ashtead Group plc, will
acquire NationsRent Companies, Inc. in a transaction valued at
approximately $1.05 billion.  Following the closing of the
transaction, it is expected that the combined company will rank as
the third largest U.S. equipment rental company by 2005 revenues,
with 477 locations in 35 states, employing 7,000 associates.

"NationsRent is a high quality company which, like Sunbelt, has an
attractive and significant exposure to the growing non-residential
construction market in the US," George Burnett, Chief Executive
Officer of Ashtead, said.  "The merger of NationsRent with Sunbelt
uniquely creates a chain of 477 outlets with minimal overlap and
accelerates our 'clustering' strategy that has delivered
consistent profitable growth over the past few years.  NationsRent
and Sunbelt have similar rental fleets both in age and in mix and
through the combination of these businesses we believe we will
enjoy benefits of scale in both customer service and buying power.  
The acquisition represents the latest step in Ashtead's
development and provides the Company with an excellent opportunity
to create additional shareholder value."

"This transaction with Sunbelt represents an excellent opportunity
for our employees and stockholders," Jeff Putman, Chief Executive
Officer of NationsRent, said.  "The NationsRent employees will be
joining a company that is performing at the top of our industry
with strong revenue and operating cash flow growth.  With limited
geographic overlap, this combination will allow the NationsRent
employees to continue to serve our customers and provide an
opportunity for career growth in one of the largest most
successful companies in our industry.  For the stockholders of
NationsRent, the transaction will allow them to realize an
attractive return generated by the growth of the company over the
past three years."

"NationsRent's board of directors, after a careful review of the
transaction, unanimously voted in favor of the merger. I sincerely
appreciate the confidence our stockholders have shown in our
management and employees over the past three years," Mr. Putman
added.

"We are excited to announce the proposed merger of Sunbelt and
NationsRent," Chief Executive Officer and President of Sunbelt,
Cliff Miller, said.  "This will bring together two well-known
brands and two well-respected companies that share a very strong
focus on customer satisfaction.  It is fitting that the primary
beneficiaries of this combination will be the customers of Sunbelt
and NationsRent as well as employees who have worked so hard to
build both organizations."

Mr. Miller added, "This transaction will immediately extend the
reach of the combined companies to eight additional states.  Since
there are very few overlapping branch locations, there will be
plenty of growth opportunities for branch network employees of
both companies as the combined company works to serve its expanded
customer base.  The two companies also have very different
specialty operations, which are complementary rather than
redundant, such as NationsRent's Lowe's retail-based program and
its expanding dealership network along with Sunbelt's pump, power
and scaffolding operations.  By adding NationsRent's relatively
new rental fleet to Sunbelt's already significant investment in
fleet, the combined company will feature a rental fleet base of
$2.2 billion of original cost."

                    Terms of the Transaction

   1) Merger Consideration

The aggregate consideration payable at closing for the outstanding
shares of NationsRent common stock is $495 million in cash, less
transaction expenses incurred by NationsRent.  In addition to this
cash consideration at closing, NationsRent common stockholders may
receive additional payments from a $28 million escrow amount
remaining after settlement of any indemnification claims, the
remainder of a $5 million reserve account established to cover the
costs of any disputed claims, and a "common stock deferred
payment" of up to $89 million.  The earliest date funds may begin
to be released to stockholders from the escrow account will be six
months following the closing date.

The common stock deferred payment is payable in full if Ashtead's
share price equals or exceeds 140% of an agreed upon "reference
price" of 223.5 pence, adjusted for the dilutive effect of
Ashtead's proposed rights offering.   Payments may be earned in
installments of approximately $5 million for each percentage point
of appreciation above the reference price between 122.2% and 140%.
The period in which the common stock deferred payment could be
paid will last until the third anniversary of the closing date of
the merger, and payments, if any, would be made on a quarterly
basis.

Each outstanding share of NationsRent preferred stock will entitle
the holder to receive $1,000, the liquidation preference, for an
aggregate of $72 million.

In addition, pursuant to the transaction, Sunbelt will assume all
of NationsRent's outstanding indebtedness.

   2) Conditions to Closing

The consummation of the merger is subject, among other things, to
approval by the Ashtead shareholders, and the consummation of
certain financing arrangements, including a rights offering.  
Other conditions to closing include the consummation of
NationsRent bond tenders and consent solicitations and the
expiration or the early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act.
    
Simultaneously with the execution of the merger agreement, a
majority of the stockholders of NationsRent approved the merger.

The transaction is expected to close on or about Aug. 31, 2006.

Stroock & Stroock & Lavan LLP acted as legal counsel to
NationsRent with respect to the negotiation of the merger
agreement and the other transactions.  Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal counsel to Ashtead and Sunbelt
with respect to the negotiation of the merger agreement and other
transactions.

Jefferies & Company, Inc. acted as financial advisor to
NationsRent with respect to the merger transactions.  UBS
Investment Bank and JPMorgan Cazenove acted as financial advisors
to Ashtead and Sunbelt with respect to the merger transactions.

             Tender Offers and Consent Solicitations

In connection with the merger, NationsRent will commence an offer
to purchase for cash any and all of its outstanding 9-1/2% Senior
Notes due May 1, 2015 in an aggregate principal amount of
$150 million and 9-1/2% Senior Secured Notes due Oct. 15, 2010 in
an aggregate principal amount of $250 million.  In connection with
the offers, holders of the 2015 Notes are being solicited to
provide consents to certain amendments to the indenture for the
2015 Notes that would eliminate most of the restrictive covenants
and events of default contained in the indenture, and holders of
the 2010 Notes are being solicited to provide consent to amend the
satisfaction and discharge section of the indenture for the 2010
Notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 31, 2006, and the offer will expire at 5:00 p.m.,
New York City time, on Aug. 29, 2006, in each case unless extended
by NationsRent.

Completion of the offers and consent solicitations is subject to
the satisfaction of certain conditions, including, but not limited
to, receipt of valid tenders and consents from at least a majority
in principal amount of each series of outstanding Notes and the
consummation of the merger and the other transactions contemplated
by the merger agreement.

As described in more detail in the offer to purchase and consent
solicitation statement that will be distributed to holders of the
Notes promptly, the total consideration for each $1,000 principal
amount of Notes validly tendered and accepted for purchase will be
calculated, in accordance with standard market practice, based
upon a fixed spread of 50 basis points over the bid side yield on
the 3.875% U.S. Treasury Note due May 15, 2010, in the case of the
2015 Notes, and the 4.250% U.S. Treasury Note due Oct. 31, 2007,
in the case of the 2010 Notes.  The foregoing total consideration
for the Notes includes a consent payment equal to $30 per $1,000
principal amount of Notes tendered.  Holders must validly tender
their Notes on or before the Consent Deadline in order to be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Deadline and before the
expiration of the offer will only be eligible to receive an amount
equal to the total consideration minus the consent payment.  
Additionally, holders whose Notes are purchased pursuant to the
offer will receive any accrued but unpaid interest up to, but not
including, the payment date for the Notes.

The dealer managers for the offer are Jefferies & Company, Inc.
(800-801-1081) and Citigroup Global Markets Inc. (800-558-3745).  
The depositary for the offer is Wilmington Trust Company.
    
Noteholders with questions or who would like additional copies of
the offer documents may call the information agent, Innisfree M&A
Incorporated, toll-free at (888) 750-5834.  (Banks and brokers may
call collect at (212) 750-5833.)

                        About NationsRent

Headquartered in Fort Lauderdale, Florida, NationsRent Companies
-- http://www.nationsrent.com/-- specializes in rentals and also  
sells new and used equipment with related merchandise, parts and
supplies, and provides maintenance and repair services.  
NationsRent offers a broad range of high- quality construction
equipment with a focus on superior customer service at affordable
prices with convenient locations in major metropolitan markets
throughout the United States.

                          About Ashtead

Ashtead Group Plc -- http://www.ashtead-group.com/-- based in the  
U.K. together with its U.S. subsidiary, Sunbelt Rentals, provides
equipment rental services.  The company is publicly traded on the
London Stock Exchange.

                          About Sunbelt

Headquartered in Charlotte, North Carolina, Sunbelt Rentals --
http://www.sunbeltrentals.com/-- provides equipment rental  
solutions for the industrial, construction, and municipal markets,
plus the DIY markets, from its network of 209 branches in 26
states.  Its extensive equipment fleet includes a wide range of
general construction and industrial equipment, and is further
broadened by specialty businesses serving the Pump, Power, Trench
Shoring and Scaffold markets.


ASHTEAD GROUP: NationsRent Buy Cues Moody's to Downgrade Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded Ashtead Group Plc's corporate
family rating to B1 from Ba3 following its announcement
of an agreement to acquire NationsRent Companies, Inc.

Concurrently Moody's downgraded the rating of:

    * the $250 million second priority senior secured notes issued
      by Ashtead Holdings Plc due 2015 to B3 from B2; and

    * the GBP78 million second priority senior secured notes
      issued by Ashtead Holdings Plc due 2014 to B3 from B2.

Moddy's also assigned a:

    * (P) Ba3 rating to the new $1.6 billion senior secured credit
      facilities to Sunbelt Rental, Inc. et al, an indirect
      subsidiary of Ashtead Group Plc; and

    * (P)B3 rating to the new $550 million second priority senior
      secured notes of Ashtead Capital, Inc. maturing 2016.

Ashtead intend to fully redeem the 2014 GBP78 million second
priority senior secured notes assuming favorable market
conditions.  Security supporting these notes will fall away where
greater than 50% are redeemed.  Moody's will withdraw ratings and
the outlook on these notes and the $800 million senior secured
credit facilities rated Ba3 due 2010 to Ashtead Holdings LLC once
the notes are redeemed and credit facilities are cancelled.  The
rating on the 2014 notes will be re-assessed if any remain
outstanding and become unsecured.

Rating actions follow the company's stated intention to acquire
NationsRent Companies, Inc., one of the largest full-service
equipment rental companies in the United States with GBP379
million in annual revenues in 2005 and a US market share of around
2%.

The corporate family rating reflects the revised capital structure
and resulting higher leverage.  The company will increase net debt
by around GBP 460million to combine with NationsRent, currently
rated B2.  The acquisition will see pro-forma Total Debt to
EBITDAR above three times and RCF to Net Debt calculated by
Moody's around the high teens.

The combined group's pro-forma credit metrics lead to pressure to
revise the corporate family rating to B1.  This is supported by
peer comparatives. The rating also considers event risk and the
material scale of the acquisition.  NationsRent generates revenues
close to 60% of Ashtead's.  Negative impacts to the credit profile
are countered by an upward trend in the company's performance,
demonstrated by its 2006 operating performance and its access to
equity capital markets.

Liquidity is considered to remain acceptable for the rating.
Availability under the senior credit facilities is expected to be
over GBP245 million at closing.  Mandatory debt amortisation is
also not onerous with 1% of senior secured credit facilities
repayable annually over the next four years.  No material debt
maturities occur until 2011 when senior credit facilities expire.  
The company has a flexible growth capex model and can be scaled to
assist liquidity.

The new 2016 $550 million notes are not underwritten.  The company
has obtained a commitment for a GBP95 million bridge facility to
be used if this debt issue is not completed.

The ratings factor Ashtead's exposure to the cyclical construction
industry, which is compounded by its high operational gearing,
strong competition and the company's continuing need for high
maintenance and growth capex.  Credit metrics could change rapidly
with cyclical movements.

However, the ratings and stable outlook are supported by the
company's robust market positions in both the US and the UK and
its increasing scale.  Moody's understands that demand for rental
equipment in the U.S. is experiencing a cyclical recovery.  End
markets are expected to remain robust into 2007 given improvements
in the non-residential construction market.

Ratings may experience upward pressure if the company successfully
integrates the material NationsRent acquisition and demonstrates
sustainable improvements in credit metrics to help it manage
through cyclical changes.  This could be achieved through improved
operating performance.  Sustainable credit metrics which could
indicate upward rating pressure include: EBIT interest cover
approaching 2.5 times and Debt to EBITDAR less than 3 times.

The Ba3 rating of the senior secured credit facilities reflect
their senior position in the company's capital structure as well
as the comprehensive security package provided to lenders of these
facilities by the company's material subsidiaries.  The senior
secured credit facilities rank ahead of both the existing 2015 and
new 2016 second priority senior secured notes.

Moody's applied a two notch differential between the corporate
family rating and the second priority senior secured notes to
reflect their contractual subordination and the large percentage
of total debt that ranks ahead.

These ratings have been affected:

   Ashtead Group Plc

     * the corporate family rating has been downgraded to B1 from
       Ba3.

     * the Ba3 rating on the $800 million senior secured credit
       facilities due 2010 will be withdrawn on cancellation of
       this facility.

   Ashtead Holdings Plc

     * the rating on the $250 million second priority senior
       secured notes due 2015 has been downgraded to B3 from B2;

     * the rating on the GBP 78 million second priority senior
       secured notes due 2014 has been downgraded to B3 from B2.
       This rating will be withdrawn on redemption of notes.

   Sunbelt Rentals, Inc. et al

     * (P) Ba3 rating has been assigned to the new $1,600
       million senior secured credit facilities maturing 2010.

   At Ashtead Capital Inc

     * (P) B3 rating has been assigned to the $550 million second
       priority senior secured notes due 2016.

The outlook for all ratings is stable.

Headquartered in Leatherhead, Surrey, United Kingdom, Ashtead is a
leading provider of construction and other industrial rental
equipment services primarily in the USA and UK.  Recorded revenues
for the FYE April 30, 2006, were GBP638 million.


BALDEMAR SALAZAR: Voluntary Chapter 11 Case Summary
---------------------------------------------------
Debtor: Baldemar Salazar, Jr.
        Maria S. Rodriguez
        dba South Texas Masonry
        dba South Texas Masonry LLP
        1306 East Pecan
        Pharr, Texas 78577

Bankruptcy Case No.: 06-70303

Type of Business: The Debtors previously filed for chapter 11
                  protection on Feb. 15, 2006 (Bankr. S.D. Tex.
                  Case No. 06-70060).

Chapter 11 Petition Date: July 19, 2006

Court: Southern District of Texas (McAllen)

Judge: Richard S. Schmidt

Debtor's Counsel: John Ventura, Esq.
                  John Ventura, P.C.
                  4900 North 10th Street
                  Northtown Centre, Suite E-2
                  McAllen, Texas 78504
                  Tel: (956) 630-2822
                  Fax: (956) 631-0742

Total Assets:   $617,450

Total Debts:  $1,205,636

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


BCBG MAX: S&P Junks Rating on Proposed $50 Million Term Loan
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
its corporate credit rating to 'B' from 'B+', on specialty apparel
retailer BCBG Max Azria Group Inc.  The outlook is negative.

At the same time, Standard & Poor's assigned a 'CCC+' rating and
'5' recovery rating to the Los Angeles-based company's proposed
$50 million third-lien term loan due 2012, indicating its
expectation for negligible recovery of principal in the event of
default.

Proceeds from the third-lien term loan, together with a
$30 million add-on to the existing term loan and a $12 million
borrowing from its revolving credit facility will be used to fund
the purchase of the majority interest in Max Rave LLC from
Guggenheim Corporate Funding LLC.  Max Rave was formed to acquire
G+G Retail Inc. out of bankruptcy auction in early 2006.

"The downgrade reflects the debt-financed acquisition of Max Rave
and the assumption of related operating leases, resulting in a
meaningful increase in debt leverage, as well as increased
business risk due to the challenges of turning around the newly
acquired chain," said Standard & Poor's credit analyst Ana Lai.

"We believe that the acquisition of Max Rave adds significant
risk to BCBG's business profile due to the challenges of turning
around this operation."

G+G filed for bankruptcy in early 2005 following periods of
falling sales due to poor execution, a high operating cost
structure, and increased competition.  The acquisition of Max Rave
results in a significant growth of BCBG's retail operations, by
adding about 450 stores to its base of 120 BCBG retail and outlet
stores.  Following the acquisition, Max Rave will remain a
specialty retailer targeting teenage and preteen girls by
delivering fashion goods at value price points.


BECKMAN COULTER: Earns $32.6 Million in Quarter Ended March 31
--------------------------------------------------------------
Beckman Coulter, Inc., earned $32.6 million of net income on
$569 million of total revenue for the three months ended
March 31, 2006, compared to $41.4 million of net income earned on
$576.1 million of revenue for the same period in the prior year.

Revenues in the U.S. were up 5.1% for the three months ended March
31, 2006.  The growth in the U.S. was primarily a result of the
acquisitions of Agencourt Personal Genomics and Diagnostic Systems
Laboratories.  Partially offsetting this growth were declines in
revenue growth in Chemistry Systems and Cellular Systems which
were negatively impacted by a leasing policy change.  However,
unit placements and reagent revenues were up across several
product lines in the U.S.  Immunoassay and Discovery & Automation
revenues were up significantly for the three months ended March
31, 2006 aided by automation placements and revenue growth in the
life sciences markets in the U.S.

International revenue was down 7.7% in the three months ended
March 31, 2006, and down 3.2% in constant currency in the three
months ended March 31, 2006.  This revenue decline was primarily a
result of unusually strong international consumables growth in the
first quarter of 2005.  Revenues in Europe were down approximately
8.2%, 1.4% in constant currency, as a result of lower sales in
France and the United Kingdom, partially offset by modest growth
in Germany and strong sales in Italy and our European dealer
markets.  Sales in Asia were down about 14.8%, 10.2% in constant
currency, due primarily to a decline in demand in Japan for the
Company's Discovery and Automation products as this country
continues to contend with health care reimbursement reforms and
constraints on spending in the life sciences research market.

The Company's balance sheet at March 31, 2006, showed $3.04
billion in total assets and $1.8 billion in total liabilities.  
Cash flows provided by operating activities were $56.2 million in
the first three months of 2006 as compared to $100.2 million in
the first three months of 2005.

A full-text copy of Beckman Coulter's quarterly report is
available for free at http://researcharchives.com/t/s?e10

                      Audit Committee Probe

During the second quarter 2006, the Audit and Finance Committee of
Beckman Coulter's Board of Directors oversaw an investigation of
claims made by a former employee relating to certain accounting
and financial reporting issues.

The individual alleged that his recent termination, as part of the
Company's restructuring, was the result of certain accounting
issues he brought to the attention of his supervisor. The issues
involved obsolescence of about $25 million in inventory, valuation
of returned equipment under lease, and disclosure of reasons for
changes in certain operating expense accounts.

The Audit and Finance Committee retained legal counsel and an
outside forensic accounting firm to conduct the inquiry into the
allegations made by the former employee.  Based upon the work and
recommendations of its counsel and forensic accountants, the Audit
and Finance Committee concluded that the former employee's
allegations were not substantiated and that no adjustment to the
company's financial statements was required.

Headquartered in Fullerton, California, Beckman Coulter, Inc. --
http://www.beckmancoulter.com/manufactures biomedical testing   
instrument systems, tests and supplies that simplify and automate
laboratory processes.  

                         *     *     *

As reported in the Troubled Company Reporter on Jan. 26, 2006,
Moody's Investors Service confirmed its Baa3 rating on Beckman
Coulter's $240 Million 7.45% Senior Notes due 2008; $235 Million
6.875% Senior Notes due 2011; and $100 Million 7.05% Senior
Debentures due 2026.  Moody's also confirmed its (P)Baa3/(P)Ba1 on
the Company's $500 Million Universal Shelf Registration (Senior
and Subordinate.  Moody's said the outlook on Beckman's ratings is
stable.


BNY CONVERGEX: Moody's Puts Low-B Ratings on $675 Million Loans
---------------------------------------------------------------
Moody's Investors Service assigned a first-time Corporate Family
Rating of B2 to ConvergEx Holdings LLC.  Moody's also assigned
first-time B1 and B3 ratings to a $420 million first-lien term
loan and a $180 million second-lien term loan, respectively, both
co-issued and cross-guaranteed by BNY ConvergEx Group LLC and EZE
Castle Software Inc., which are direct subsidiaries of ConvergEx.  
The credit facilities are fully guaranteed by the parent and the
direct and indirect subsidiaries of the co-issuers, with the
exception of those registered as broker-dealers.  The outlook on
all the ratings
is stable.

ConvergEx is a holding company whose assets include substantially
all of the former brokerage subsidiaries of BNY Securities Group
and Eze Castle, formerly a privately-held trade order management
software vendor.  ConvergEx is being formed as a result of a
leveraged buyout transaction led by GTCR, a private equity firm,
for total consideration of $1.05 billion.  The purchase was
financed with $700 million of debt and the balance in rollover and
cash equity.  GTCR and Bank of New York will each have a 35.4%
fully diluted equity stake in the new venture, with EZE Castle
shareholders and the ConvergEx management team retaining the rest
of the stake.

In explaining its rationale for the assigned ratings, Moody's
noted the strong competitive position enjoyed by BNY Brokerage,
ConvergEx's main brokerage subsidiary, in the agency-only equities
brokerage business based on its considerable scale, first-rate
execution capabilities in both broker-assisted and electronic
trading, and its many client relationships with institutional
asset managers.  BNY Brokerage also benefits from
a relatively low-cost expense structure as a result of its
advanced electronic trading platform, self-clearing capabilities,
and a high proportion of variable costs in its overall expense
base.

Moody's further recognized the firm's competitive offerings in
soft-dollar administration, commission recapture, transition
management, and independent research aggregation services. These
business lines help to somewhat broaden the firm's earnings mix
beyond pure trading commissions, for which the many existing
agency-only brokers increasingly -- and fiercely -- compete on
price and quality of execution, the latter dimension likely to
continue getting commoditized as a result of technological
advances.  The firm's five-year marketing and referral agreement
with the Bank of New York is likely to help to generate an
important proportion of business flow from the bank's many
institutional and corporate clients.

Also providing support to the ratings is the attractive business
model and earnings prospects of EZE Castle, which creates and
markets trade order management software.  EZE Castle's main
product is a desktop-based, front-end application that provides
hedge fund traders and asset managers with a complete set of pre-
trade, trade, and post-trade analytics functionality, including
portfolio management, commission optimization, compliance, and
reporting features.

EZE Castle generates a substantial portion of its revenue from
"connectivity" fees, which are paid, on a per-traded-share basis,
by brokers that receive order flow originating from EZE Castle's
front-end.  The remaining portion of the revenue comes from EZE
Castle's software clients in the form of application and licensing
fees.

As a result, in Moody's view, EZE Castle possesses an important
degree of pricing power, and its software and revenue have a
high level of stickiness and repeatability.  While most of EZE
Castle's clients are hedge funds, BNY Brokerage has a relatively
modest penetration of this market segment, and ConvergEx intends
to cross-market its various existing and future products to this
important, and lucrative, clientele.

The primary constraint on the ratings is the high degree of
financial leverage embedded in ConvergEx's capital structure and
the resulting relative weakness in its credit metrics, such as
Debt and interest coverage.  With no tangible equity, a high level
of indebtedness, and thin interest coverage, there is little room
for error for ConvergEx as it works to complete the integration of
its constituent businesses against a backdrop of intense
competitive pressures in the equities brokerage industry.


Notwithstanding some degree of earnings diversification and a
flexible expense base, as noted above, ConvergEx's fortunes remain
broadly tied to equities trading volumes, which are cyclical, and
trading commission levels, which have declined precipitously over
the last number of years.  The agency-only brokerage model has its
advantages in appealing to clients that for some or all of their
trade flow do not necessarily require liquidity provision from the
broker, but do demand low-cost, high-speed execution.

Despite this, ConvergEx is likely to continue to experience
relentless competitive pressures from both other agency-only and
full-service brokers as they compete with each other for order
flow, likely exerting further downward influence on commission
levels.

The B1 rating on the first-lien facilities, which is one notch
higher than the CFR, benefits from the structural subordination of
the second-lien facilities and the mezzanine notes in the capital
structure of the firm.

The stable rating outlook reflects Moody's expectations that
ConvergEx will focus in the short to medium term on executing its
integration strategy targeted at generating meaningful revenue
synergies from its existing combination of businesses, which now
span virtually the entire trade lifecycle.

What Could Change the Rating -- UP

The ratings could go up if the company achieves and sustains its
targets of lower leverage and improved interest coverage by means
of an aggressive reduction of debt and/or strong growth in
earnings.  A sustained and profitable growth in revenue,
particularly from sources less dependent on cyclical revenue
drivers like trading volumes, would also exert upward pressure on
the ratings.

What Could Change the Rating -- DOWN

The ratings could go down if there is a significant change in the
capital structure that increases leverage and negatively impacts
the already thin interest coverage.  Also weighing negatively on
the ratings would be a deterioration of credit metrics caused by a
slowdown in earnings stemming from a prolonged decline in executed
trade volumes or market share erosion in its major business lines.

These ratings were assigned:

   ConvergEx Holdings LLC:

     * Corporate Family Rating -- B2

   BNY ConvergEx Group LLC and EZE Castle Software Inc:

     * $420 Million 7-Year First-Lien
       Term Loan -- B1

     * $75 Million 6-Year First-Lien Revolving
       Credit Facility -- B1

     * $180 7.5-Year Second-Lien Term Loan -- B3

The outlook on all the ratings is stable.

BNY ConvergEx Group LLC, headquartered in New York City, New York,
is a global agency brokerage and technology company, with 2005
pro-forma revenue of $339 million.


BNY CONVERGEX: High Debt Level Prompts S&P to Assign Low-B Ratings
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' long-term
counterparty credit, 'B+' senior secured, and 'B-' subordinated
debt ratings to BNY ConvergEx LLC.  The outlook is stable.

"The ratings are based primarily on the company's very weak pro
forma interest coverage and high debt level," said Standard &
Poor's credit analyst Robert B. Hoban, Jr.

ConvergEx will combine several institutional brokers currently
owned by the Bank of New York Co. Inc. with Eze Castle Software
Inc.  While each entity has good operational management and track
records in its individual business line, as a newly independent
company, combining complementary, though very different
operations, there is some transition risk.

While the company earns almost all of its revenue from
transactional business tied to highly cyclical & volatile U.S.
equity trading, ConvergEx's agency-only model and expense
flexibility have allowed it to earn stable, relatively low-risk
returns, which helps to alleviate some concerns over the very low
interest coverage ratios.  The rating also reflects ConvergEx's
position as one of the largest independent agency-only equity
trading shops with some good niche businesses that are poised to
grow with current industry, regulatory, and technology trends,
though the company remains a relatively small player in the highly
competitive U.S. cash equity trading business.

ConvergEx will consist of several brokerage operations purchased
from BoNY and Eze, a provider of trade order management software
systems.  As an agency-only broker, ConvergEx's brokerage income
is almost entirely from trading commissions, with no proprietary
trading or securities inventory.  ConvergEx, and the agency-only
segment as a whole, has benefited from the growth of hedge funds
and the desire of these and other institutional equity traders to
both diversify their brokerage relationships and lower commission
rates.  ConvergEx will be one of the largest independent agency-
only equity trading shops, but competition in this segment is
currently quite diverse and poised to consolidate.

The purchase of the brokers and Eze is being financed largely with
the issuance of $700 million in debt as well as equity
contributions from a private equity investor and management, and
the rollover of some of the existing BoNY equity.  The resulting
entity has a high debt burden, no tangible equity, and very weak
interest coverage.

Included as part of this transaction is $100 million of debt to
finance the purchase from BoNY of two additional brokers to occur
at a later date.  Pro forma interest coverage is very weak at 1.8x
and is not projected to improve meaningfully until the other two
businesses are acquired, no later than mid-2008.  The senior
lenders have flexibility to block interest payments on the $100
million of mezzanine notes if it would cause a covenant breach on
the secured debt.

With the majority of revenues either directly or indirectly earned
from U.S. cash equity trading, the firm's performance is subject
to transaction volume volatility and trends in commission pricing.
Nevertheless, this concern must be balanced against the company's
history of very stable earnings and its lower-risk agency-only
model.  Variability of expenses is key to managing this risk and
historically the broker's expenses were quite variable; however,
the addition of so much interest expense greatly decreases this
flexibility.


BROOK MAYS: Court Gives Interim Nod on Gardere Wynne as Counsel
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Brooks Mays Music Company, on an interim basis, to
employ Gardere Wynne Sewell LLP as its bankruptcy counsel.

Gardere Wynne is expected to:

    a. advise the Debtor of its powers and duties in the
       management of its properties;

    b. attend meetings and negotiate with representatives of
       creditors and other parties-in-interest;

    c. assist the Debtor in the preparation of all administrative
       documents required to be filed or prepared, and to prepare,
       on behalf of the Debtor, all necessary applications,
       motions, answers, responses, orders and other legal
       documents required;

    d. assist the Debtor in obtaining Court approval for the use
       of cash collateral or debtor-in-possession financing and
       other negotiations with secured creditors;

    e. take action as is necessary to preserve and protect the
       Debtor's assets and interests, including prosecution of
       actions on the Debtor's behalf, defend any action commenced
       against the Debtor, and represent the Debtor's interest in
       negotiations concerning all litigation in which the Debtor
       is involved, including objection to claims filed against
       the estate;

    f. advise the Debtor in connection with any potential sale of
       assets;

    g. assist the Debtor in the formulation of a disclosure
       statement and in the formulation, confirmation, and
       consummation of a plan of liquidation or reorganization;

    h. appear before the bankruptcy court, any appellate courts
       and the U.S. Trustee and protect the interests of the
       Debtor's estate before these courts and the U.S. Trustee;

    i. consult with the Debtor regarding tax matters; and

    j. perform any and all other legal services that may be
       necessary to protect the rights and interests of the Debtor
       in its bankruptcy proceedings and any actions hereafter
       commenced in its chapter 11 case.

Stephen A. McCartin, Esq., a partner at Gardere Wynne, tells the
Court that he will bill $510 per hour for this engagement.  Mr.
McCartin discloses that the firm's other professionals bill:

      Professional             Designation       Hourly Rates
      ------------             -----------       ------------
      Paula K. Tucker, Esq.    Associate             $310
      Marcus A. Helt, Esq.     Associate             $310
      Michael S. Haynes, Esq.  Associate             $205
      Kristi Williams          Paralegal             $148

The Debtor discloses that it has paid the firm a $100,000
retainer.  The Debtor says that its secured lenders have agreed to
provide a "carve-out" for professional fees for the firm up to a
maximum of $250,000.

Mr. McCartin can be reached at:

         Stephen A. McCartin, Esq.
         Gardere Wynne Sewell LLP
         1601 Elm Street, Suite 3000
         Dallas, Texas 75201
         Tel: (214) 999-3000
         Fax: (214) 999-4667
         http://www.gardere.com/

To the best of the Debtor's knowledge, the firm is a
"disinterested person" as that phrase is defined in Section
101(14) of the Bankruptcy Code.

                      About Brook Mays

Headquartered in Dallas, Texas, Brook Mays Music Company --
http://www.brookmays.com/-- is a full-line musical instrument
retailer in the U.S and offers a broad range of educational
services, complete instrument repair and overhaul facilities and
operates a rental program for musical instruments.  The Company
filed for chapter 11 protection on July 11, 2006 (Bankr. N.D. Tex.
Case No. 06-32816).  Marcus Alan Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP, represent the Debtor.
The Recovery Group, Inc., serves as the Debtor's financial advisor
while Houlihan Lokey Howard and Zukin Capital, Inc., acts as
restructuring advisor.  The Debtor has selected Kurtzman Carson
Consultants LLC as its Notice, Claims and Balloting Agent.  When
it filed for bankruptcy, the Debtor estimated its assets at $10
million to $50 million and its debts at $50 million to $100
million.


BROOK MAYS: Wants to Borrow $10.64 Million & Use Cash Collateral
----------------------------------------------------------------
Brook Mays Music Company asks the U.S. Bankruptcy Court for the
Northern District of Texas for permission to borrow $5,075,000 on
an interim basis from a group of lenders with J.P. Morgan Chase
Banks, N.A., as administrative agent.  
  
Marcus A. Helt, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas, tells the Court that the Debtor needs a reliable source of
financing to:

   (a) alleviate potential cash flow difficulties that may arise
       with operations; and

   (b) reassure suppliers, customers, employees, and taxing
       authorities of its continued viability during the its case.

Before the Debtor filed for bankruptcy protection, it entered into
a Credit Agreement with a group of lenders, with J.P. Morgan as
agent, for a $60-million credit facility.  To secure its
performance under the Credit Agreement, Brook Mays granted a
first-priority lien and security interest in substantially all of
its assets to the prepetition lenders.  During the Debtor's
bankruptcy filing, it owed the prepetition lenders $41,000,000 in
principal, interest and other fees and costs.

The Debtor is also asking the Court for permission to use cash
collateral securing that repayment of that indebtedness.

Under a debtor-in-financing agreement the Debtor signed with J.P.
Morgan, it Debtor wants to borrow as much as $10,640,000.   The
DIP financing matures on Aug. 19, 2006, unless the Debtor or J.P.
Morgan prematurely terminates the DIP agreement or a plan of
reorganization is confirmed before that.

The Debtor proposed to grant the DIP lenders an allowed
superpriority administrative claim under Sections 364(c)(1) and
507(b).

To protect against any diminution in the value of its interest
owing the Debtor's use of its prepetition collateral, the
prepetition lenders will also be granted a replacement security
interest in and lien upon all of the Debtor's assets subject only
to the security interests and liens granted for the DIP lenders
and a carve-out.

The Carve-Out will be for the payment of:

   (1) statutory fees payable to the U.S. Trustee under Section
       1930(a)(6) of the Judiciary Procedures Code;

   (2) fees payable to the Clerk of Court;

   (3) fees and expense reimbursement to hired bankruptcy
       professionals subject to this cap:

       Gardere Wynne Sewell LLP                  $250,000
       The Recovery Group, Inc.                  $250,000
       Creditors Committee's professionals       $ 50,000
       Houlihan Lokey                            $ 75,000   

Headquartered in Dallas, Texas, Brook Mays Music Company --
http://www.brookmays.com/-- is a full-line musical instrument
retailer in the U.S.  It offers a broad range of educational
services, complete instrument repair and overhaul facilities and
operates a rental program for musical instruments.  The Company
filed for chapter 11 protection on July 11, 2006 (Bankr. N.D. Tex.
Case No. 06-32816).  Marcus Alan Helt, Esq., and Michael S.
Haynes, Esq., at Gardere Wynne Sewell LLP, represent the Debtor.
The Recovery Group, Inc., serves as the Debtor's financial advisor
while Houlihan Lokey Howard and Zukin Capital, Inc., acts as
restructuring advisor.  The Debtor has selected Kurtzman Carson
Consultants LLC as its Notice, Claims and Balloting Agent.  When
it filed for bankruptcy, the Debtor estimated its assets at $10
million to $50 million and its debts at $50 million to $100
million.


CHARLES DEVLIN: Case Summary & 17 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Francis Devlin
        aka Chris Devlin
        7031 East Dreyfus Avenue
        Scottsdale, Arizona 85254

Bankruptcy Case No.: 06-02192

Chapter 11 Petition Date: July 19, 2006

Court: District of Arizona (Phoenix)

Debtor's Counsel: Michael G. Tafoya, Esq.
                  Michael G. Tafoya, P.C.
                  1212 East Osborn Road
                  Phoenix, Arizona 85014
                  Tel: (602) 604-7577
                  Fax: (602) 604-7555

Total Assets: $1,091,395

Total Debts:    $809,122

Debtor's 17 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Diane C. Devlin                  Loan                    $500,000
7031 West Dreyfus Avenue
Scottsdale, AZ 85254

BP Pinnacle Properties, LLC      Rent                     $52,710
4747 North 17th Street
Suite 400
Phoenix, AZ 85014

Sherman Galloway                 Loan                     $30,000
[no address indicated]

Wells Fargo Bank                 Loan                     $27,300
P.O. Box 29746
Phoenix, AZ 85038-9746

American Express                 Credit Card Purchases    $22,527
P.O. Box 297879
Fort Lauderdale, FL 33329-7879

Bank of America                  Credit Card Purchases    $21,848
P.O. Box 60073
City of Industry, CA 91716-0073

Wells Fargo Visa                 Credit Card Purchases    $21,290

Citi Advantage Master Card       Credit Card Purchases    $14,397

Chase AARP                       Credit Card Purchases    $14,232

Sysco Food                       Operating Expense        $12,840

Citizens Bank                    Vehicle                  $12,000

Rose Hodges                      Unpaid Payroll           $11,700

Sams Club Discover               Credit Card Purchases    $11,525

Allergo Acceptance Corp.         Operating Expenses        $9,000

Advanta Bank Corporation         Credit Card Purchases     $5,141

Chase Business Card              Credit Card Purchases     $6,744

Sams Club Business Card          Credit Card Purchases     $4,483


CHURCH & DWIGHT: S&P Places BB+ Loan Rating on Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on
Church & Dwight Co. Inc.'s senior secured bank financing on
CreditWatch with negative implications.  The loan rating is
'BB+' (one notch higher than the 'BB' corporate credit rating
on Church & Dwight) and the recovery rating is '1', indicating
a high expectation for full recovery of principal in the event
of a payment default.

The CreditWatch listing for these ratings is based on
Church & Dwight's planned use of its $250 million accordion
feature under its bank facility to fund the acquisition of
Orange Glo International, for $325 million.  As a result of the
additional bank debt, the loan rating could be lowered to 'BB'
and the recovery rating could be revised to '2', indicating the
expectation for substantial recovery of principal in the event of
a payment default.

All other existing ratings on the company, including the 'BB'
corporate credit rating, were affirmed.  The rating outlook is
stable.

"The affirmation reflects Church & Dwight's stable operating
performance, good free cash flow generation, and the expectation
that debt leverage will be managed in line with the current rating
over the intermediate term as the company integrates the
acquisition," said Standard & Poor's credit analyst Patrick
Jeffrey.


CISTERA NETWORKS: Recurring Losses Spurs Going Concern Doubt
------------------------------------------------------------
Robison, Hill & Co. raised substantial doubt on Cistera Networks,
Inc., fka CNH Holdings Company, Inc.'s ability to continue as a
going concern after auditing the Company's financial statements
for the years ended March 31, 2006 and 2005.  The auditing firm
pointed to the Company's recurring losses from operations and net
capital deficiency.

Cistera Networks's balance sheet at March 31, 2006 showed
$3,048,495 in total assets and $2,270,050 in total liabilities
resulting to a total stockholders' equity of $778,445.  

The Company's balance sheet also showed strained liquidity with
$2,103,484 in total current liabilities out of $347,989 in total
current assets.

For the year ended March 31, 2006, the Company reported net loss
of $4,572,094 from $1,587,900 in revenues.

A full-text copy of the Company's financial report for the year
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df5

Based in Dallas, Texas, Cistera Networks Inc. fka CNH Holdings
Company, Inc. -- http://www.cistera.com/--  designs and develops  
XML-based application appliances utilized in the IP Communications
and Enterprise Application Integration markets.


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

The Debtors sought to modify the DIP Credit Agreement to allow
them to, among other things:

   (a) wind down their Fabrics business unit;

   (b) sell their Convertibles division;

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

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

The original DIP Credit Agreement had restricted the Debtors'
ability to sell certain assets.

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

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

The Amendment will also permit the Debtors to engage in certain
other transactions currently restricted, continue the moratorium
on its Borrowing Base, and conform their obligations under the DIP
Credit Agreement to current and future operations.

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

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: GECC Counsel Fined for Hearing Walkout
--------------------------------------------------------
General Electric Capital Corporation's counsel, David Heller,
Esq., at Latham & Watkins LLP, walked out in the middle of the
hearing held on July 13, 2006, related to the extension of Collins
& Aikman Corporation and its debtor-affiliates' exclusive plan-
filing period.

At the hearing, the U.S. Bankruptcy Court for the Eastern District
of Michigan agreed to extend the Debtors' exclusive period to file
a plan of reorganization to Sept. 27, 2006, over an objection
filed by GECC.

Mr. Heller argued 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, Mr. Heller pointed out.

Mr. Heller faces possible sanctions for violating Judge Rhodes'
order on the record not to leave the courtroom without the Court's
permission.

The Honorable Steven W. Rhodes ordered Mr. Heller to appear before
the Court on July 18.  Mr. Heller was fined $7,500 for his
walkout.  He is required to pay that amount to the Clerk of Court.

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)


CONSECO INC: Files Involuntary Ch. 7 Petition v. Former Director
----------------------------------------------------------------
Conseco Inc. filed an involuntary Chapter 7 petition against its
former director, James D. Massey, with the U.S. Bankruptcy Court
for the Southern District of Indiana on July 17, 2006.

Conseco seeks to recover approximately $6.9 million in unpaid
loans from Mr. Massey, J.K. Wall at the Indianapolis Star reports.  
Mr. Massey allegedly used these company-backed loans to buy
Conseco stock in the late 1990's.

Mr. Massey disputes Conseco's allegations and insists that he owes
the Company nothing.  Henry Price, Esq., Mr. Massey's attorney,
says that the involuntary petition has no basis.  According to Mr.
Price, the purported debt is in dispute and a bankruptcy petition
should not have been filed.

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE:CNO) --
http://www.conseco.com/-- through its subsidiaries, engages in  
the development, marketing, and administration of supplemental
health insurance, annuity, individual life insurance, and other
insurance products throughout the United States.  The company
operates in two segments, Bankers Life and Conseco Insurance.  The
Bankers Life segment markets and distributes Medicare supplement
insurance, life insurance, long term care insurance, and certain
annuity products to the senior market.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit and financial strength ratings on Conseco Inc.'s core
insurance companies and its 'BB-' counterparty credit rating
on Conseco Inc.  Standard & Poor's also said that the outlook on
Conseco Inc. is stable, and the outlook on the operating companies
is positive.


CONSOLIDATED COMMS: To Repurchase Providence Shares for $56.7 Mil.
------------------------------------------------------------------
Consolidated Communications Holdings, Inc. (Nasdaq: CNSL) entered
into an agreement to repurchase and retire 3.8 million shares of
its common stock from Providence Equity for $56.7 million, or $15
per share.  This price per share was based on negotiations between
Providence Equity and the company, and represents a 6.5% discount
to the average closing price of the company's common stock during
the last 20 trading days.  The closing of the transaction, which
is currently expected to occur on July 28, 2006, is subject to
certain conditions, including the company's receipt of an
amendment to its credit agreement.

"This transaction accomplishes a number of strategic goals," Bob
Currey, Consolidated's president and chief executive officer,
said.  "In addition to removing the market overhang related to
this large position, it improves cash flow by decreasing our
annual dividend obligation by 12.8% and improving our payout
ratio.  Providence has been a great business partner since we re-
formed the company in 2002 and we thank the firm for its support."

With this transaction, Providence Equity will have sold its entire
position in Consolidated, which, prior to the transaction, totaled
12.7% of Consolidated's outstanding shares of common stock.  This
is a private transaction and will not decrease the company's
publicly available shares.  The company expects to finance this
repurchase using $15 million of cash on hand and $41.7 million of
additional term-loan borrowings.  These additional borrowings are
expected to increase the company's after-tax interest expense by
$2.5 million annually.  After the transaction, the company's total
debt is expected to be $596.7 million, which would have resulted
in a net debt leverage ratio of 4.23 times for the last twelve
months ended March 31, 2006.

                About Consolidated Communications

Based in Mattoon, Illinois, Consolidated Communications Holdings,
Inc. -- http://www.consolidated.com/-- is a rural local exchange  
company providing voice, data and video services to residential
and business customers in Illinois and Texas.  Each of the
operating companies has been operating in their local markets for
over 100 years.  With approximately 241,000 local access lines and
over 43,000 digital subscriber lines, the Company offers a wide
range of telecommunications services, including local and long
distance service, custom calling features, private line services,
dial-up and high-speed Internet access, digital TV, carrier access
services, and directory publishing. Consolidated Communications is
the 17th largest local telephone company in the United States.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2006,
Standard & Poor's Ratings Services affirmed its loan rating on
Consolidated Communications Holdings Inc.'s $455 million secured
credit facility at 'BB-' and revised its recovery rating on the
loan to '2' from '3'.  The '2' recovery rating indicates
expectations for substantial recovery of principal in the event of
a payment default.  Other existing ratings on Consolidated
Communications, including the 'BB-' corporate credit rating, were
affirmed.  The rating outlook is negative.


DELTA AIR: Comair Wants Court Nod on Interim Pact For 3 Aircraft
----------------------------------------------------------------
Comair, Inc., asks the United States Bankruptcy Court for the
Southern District of New York for authority to execute and perform
its obligations under the Interim Agreement with its Lenders.

Pursuant to loan and security agreements with Sumitomo Mitsui
Banking Corporation and Citigroup Financial Products, Inc., as
lenders, and Commerzbank, AG, as lender and as security trustee,
Comair, operates three aircraft bearing Tail Nos. N969CA, N971CA
and N973CA.

In exchange for the Lenders' financing to Comair in connection
with the acquisition of the Aircraft and to secure its obligation
to repay that financing, Comair granted the Security Trustee, for
the benefit of the Lenders, security interests in the Aircraft
Equipment.

After arm's-length, good faith negotiations, the parties have
reached an interim agreement providing for:

   (a) Comair's continued use of the Aircraft during the Debtors'
       Chapter 11 cases; and

   (b) the restructuring of the Existing Transaction Documents.

Richard F. Hahn, Esq., at Debevoise & Plimpton LLP, in New York,
asserts that Comair will obtain significant savings under the
terms of the Tentative Agreement.  At the same time, prior to
substantial consummation of the Debtors' plan of reorganization,
Comair will retain the right to abandon the Aircraft at any time
in the event that circumstances make it prudent for it to do so.

The principal terms of the Interim Agreement are:

   a. Comair and each Lender will enter into the Amendment
      relating to each Aircraft, effective as of the date when
      all these conditions are satisfied:

       * Execution and delivery of the applicable Amendment by
         parties and execution and delivery of an Amended and
         Restated Promissory Note by the Debtor;

       * Substantial consummation of the Debtor's plan of
         reorganization;

       * Debtor will not have abandoned the Aircraft;

       * No "Event of Loss" with respect to the Aircraft will
         have occurred;

       * Bankruptcy Court approval of the form of Amendment will
         have been obtained;

       * Filing with the U.S. Federal Aviation Administration of
         the Amendment and registration of same with the
         International Registry; and

       * An authorized officer of Debtor provides written
         representations and warranties as of effective date of
         the Amendment;

   b. Commencing on July 20, 2006, Comair will make a monthly
      payment to the Security Trustee with respect to each
      Aircraft in an agreed amount;

   c. Starting July 20, Comair will pay in a designated number of
      equal monthly installments for each Aircraft a catch up
      payment equal to the total of:

      -- the principal portion of the November 2005 scheduled
         payment due and owing under the applicable Existing
         Loan Agreement for the Aircraft; plus

      -- interest on the principal amount due and owing under
         that Existing Loan Agreement from the Petition Date
         up to, but excluding, June 20, 2006;

   d. With respect to each Aircraft, the Interim Payments will
      terminate upon the earlier of:

       * the Amendment Effective Date;

       * the date Comair abandons that Aircraft or the date that
         Aircraft's Existing Loan Agreement is deemed rejected
         pursuant to Section 1110(c) of the Bankruptcy Code; or

       * the date on which the Forbearance Period terminated with
         respect to the Aircraft;

   e. Administrative Expense Claims:

       * Payment in full of the Catch-Up Payment for an Aircraft
         will be deemed to satisfy in full all administrative
         expense priority claims with respect to that Aircraft
         for the period from the Petition Date through the
         applicable Amendment Effective Date if both:

         -- the Amendment Effective Date has occurred; and

         -- the applicable Existing Loan Agreement, as amended,
            remains in effect immediately after substantial
            consummation of the Debtors' Plan;

       * the Aircraft Parties will have an administrative expense
         claim for "maintenance burn" if prior to the Amendment
         Effective Date for an Aircraft:

         -- Comair abandons that Aircraft; or

         -- in addition to any claim for unpaid Interim Payments,
            the Existing Loan Agreement for that Aircraft is
            deemed rejected pursuant to Section 1110(c) in
            connection with a written demand for surrender and
            return of that Aircraft after a breach by Comair of
            any of the forbearance conditions in the Interim
            Agreement;

       * In the event the Amendment Effective Date does not occur
         with respect to an Aircraft, the Lenders will be
         entitled to an administrative expense claim equal to the
         sum of:

         -- any unpaid Agreed Monthly Payment, prorated for any
            partial month in which the Interim Agreement
            Termination Date occurs, for the period from July 20,
            2006 to, but excluding, the Interim Agreement
            Termination Date;

         -- any unpaid portion of the Catch-Up Payment; and

         -- the Usage Claim.

       * The Administrative Claim will be payable by Comair to
         the Security Trustee:

         -- upon substantial consummation of Comair's Plan; or

         -- when Comair's Chapter 11 case is converted to a case
            under Chapter 7, in which the Administrative Claim
            will be paid in the same manner and at the same time
            as all other administrative expense claims of equal
            priority are paid;

   f. Each Aircraft Party will forbear from exercising remedies
      in respect of any default under any of the applicable
      Existing Transaction Documents, as long as:

       * Comair complies with its obligations to make the Interim
         Payments; and

       * there are no defaults under the Existing Transaction
         Documents;

   g. The Section 1110 Period will be extended for all purposes
      with respect to the Aircraft from Nov. 14, 2005, until
      the applicable Interim Agreement Termination Date, as long
      as Comair complies with the forbearance conditions and none
      of the termination events occur;

   h. On July 20, 2006, Comair will pay the actual, reasonable
      and documented out-of-pocket fees and expenses of legal
      counsel incurred by all of the Aircraft Parties with
      respect to all Chapter 11 and Section 1110 activity
      relating to the Aircraft, the Amendments and the Interim
      Agreement, up to a cap per Aircraft upon which the parties
      have agreed.  From and after July 20, Comair will pay the
      reasonable and customary ongoing trustee fees and expenses
      of the Security Trustee.

The Existing Transaction Documents are amended to:

  (i) reflect Comair's issuance to the Security Trustee of an
      amended and restated note on the applicable Amendment
      Effective Date, evidencing Comair's obligation to repay the
      original principal amount of the loan, and accrued and
      unpaid interest through the payment of:

       * monthly installments equal to the Agreed Monthly Payment
         with payment to be allocated to principal and interest
         in accordance with the applicable Existing Loan
         Agreement; and

       * to the extent that any portion of the Catch-Up Payment
         remains due and owing as of the applicable Amendment
         Effective Date, further equal monthly installments of
         the Catch-Up Payment until the Catch-Up Payment is paid
         in full; and

(ii) to delete all terms, references and provisions relating to
      swap transaction and swap breakage.

                     About Delta Air Lines

Based in Atlanta, Ga., Delta Air Lines -- http://www.delta.com/--  
is the world's second-largest airline in terms of passengers
carried and the leading U.S. carrier across the Atlantic, offering
daily flights to 502 destinations in 88 countries on Delta, Song,
Delta Shuttle, the Delta Connection carriers and its worldwide
partners.  The Company and 18affiliates filed for chapter 11
protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17923).  Marshall S. Huebner, Esq., at Davis Polk & Wardwell,
represents the Debtors in their restructuring efforts.  Timothy R.
Coleman at The Blackstone Group L.P. provides the Debtors with
financial advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman,
Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities. (Delta Air Lines Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELTA AIR: Wants to Amend and Assume Discover Financial Agreement
-----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to enter into the Amendment and to assume the Agreement,
as amended, with Discover Financial Services LLC.

Delta Air, and Discover, are parties to a Master Services
Agreement dated December 9, 1985, under which Discover operates
and administers a merchant authorization and settlement program
for transactions involving Discover credit cards.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
explains that when a customer presents a Discover Card to the
Debtors for the purchase of goods or services, the Debtors
process the Discover Card and produce a record of sale.  The
Debtors then submit the record of sale to Discover, which makes a
settlement payment to the Debtors in the amount of the sale, net
of fees and other amounts.

Delta and Discover have entered into an amendment to the Discover
Agreement.  The amendment will be considered to have taken effect
as of April 1, 2006, subject to, among other things, the Court's
approval of the amendment.

The term of the Discover Agreement automatically renews for
successive one-year periods on its anniversary date, unless
either party gives notice to the other party of an intent not to
renew.  As such, Discover will continue to provide processing
services for transactions involving Discover Cards at least
through Dec. 9, 2007.

As provided by the amendment, the fees charged by Discover for
the processing services remain very attractive to the Debtors,
Mr. Huebner relates.

Mr. Huebner notes that credit card transactions account for
approximately 90% of the Debtors' total revenue in 2005 and the
Debtors' acceptance of Discover Cards provides an important
payment option for the Debtors' customers.  

Any interruption in the processing of purchases made using
Discover Cards would adversely affect a critical source of
revenue, to the detriment of all parties in interest, Mr. Huebner
avers.  The amendment is a fair accommodation that will preserve
the Debtors' ability to accept Discover Cards from their
customers.

                     About Delta Air Lines

Based in Atlanta, Ga., Delta Air Lines -- http://www.delta.com/--  
is the world's second-largest airline in terms of passengers
carried and the leading U.S. carrier across the Atlantic, offering
daily flights to 502 destinations in 88 countries on Delta, Song,
Delta Shuttle, the Delta Connection carriers and its worldwide
partners.  The Company and 18 affiliates filed for chapter 11
protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-
17923).  Marshall S. Huebner, Esq., at Davis Polk & Wardwell,
represents the Debtors in their restructuring efforts.  Timothy R.
Coleman at The Blackstone Group L.P. provides the Debtors with
financial advice.  Daniel H. Golden, Esq., and Lisa G. Beckerman,
Esq., at Akin Gump Strauss Hauer & Feld LLP, provide the Official
Committee of Unsecured Creditors with legal advice.  John McKenna,
Jr., at Houlihan Lokey Howard & Zukin Capital and James S. Feltman
at Mesirow Financial Consulting, LLC, serve as the Committee's
financial advisors.  As of June 30, 2005, the Company's balance
sheet showed $21.5 billion in assets and $28.5 billion in
liabilities. (Delta Air Lines Bankruptcy News, Issue No. 37;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DIAMOND ENTERTAINMENT: Pohl McNabola Raises Going Concern Doubt
---------------------------------------------------------------
Pohl, McNabola, Berg and Company, LLP raised substantial doubt
about Diamond Entertainment Corp.'s ability to continue as a going
concern after auditing the Company's financial statements for the
years ended March 31, 2006 and 2005.  The auditing firm pointed to
the Company's substantial losses and negative cash flows from
operations for the year ended March 31, 2006.

Diamond Entertainment's balance sheet at March 31, 2006 showed
$1,655,944 in total stockholders' deficit resulting from
$1,581,246 in total assets and $3,237,190 in total liabilities.

The Company's balance sheet also showed strained liquidity with
$979,802 in total current assets and $3,230,875 in total current
liabilities.

For the year ended March 31, 2006, the Company reported a
$1,650,802 net loss out of $3,510,475 in revenues.

A full-text copy of the Company's financial report for the year
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df7

Based in Walnut, California, Diamond Entertainment Corporation,
dba e-DMEC, markets and sells a variety of DVD and videocassette
titles to the budget home video and DVD market.  The Company's
wholly owned subsidiary, Jewel Products International Inc.,
manufactures and distributes general merchandise, children's toy
products and other sundry items from U.S. based importers or
directly from Asia for distribution to mass merchandisers in the
United States.  During the years ended March 31, 2006 and 2005,
JPI was dormant and did not record sales of its products.


EDGEWATER FOODS: May 31 Balance Sheet Upside-Down by $13.6 Million
------------------------------------------------------------------
Edgewater Foods International Inc. delivered its financial results
for the quarter ended May 31, 2006, to the Securities and Exchange
Commission on July 17, 2006.

Edgewater incurred a $2,929,000 net loss for the three months  
ended May 31, 2006, compared to a net loss of approximately
$114,000 for the three months ended May 31, 2005.  Majority of the
net loss increase can be attributed to the loss associated with
the change in fair value of the Company's recently issued
warrants.

Revenues for the three months ended May 31, 2006, were $133,000.  
The Company had generated approximately $35,000 of revenues for
the three months ended May 31, 2005.  Management attributes the
revenue increase in 2006 to the increased emphasis on the
development and production of larger scallops crops in 2005 and
continuing into 2006.

The Company's balance sheet at May 31, 2006 showed total assets of
$3,721,908 and total liabilities of $17,402,676, resulting in a
stockholders' deficit of $13,680,768.  At May  31, 2006 the
Company had a cash balance of approximately $1,372,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?e02

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, expressed substantial
doubt about Edgewater's ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Aug. 31, 2005.  The auditing firm pointed to the
Company's losses from operations, negative net worth and working
capital deficit.

During the three months ended May 31, 2006, the Company completed
two private equity financings that resulted in net proceeds of
approximately $2,332,000.  The financings contain warrants which,
if fully exercised, could raise approximately an additional
$20,470,000.  

                      About Edgewater Foods

Based in Qualicum Beach, B.C., Edgewater Foods International Inc.
-- http://www.edgewaterfoods.com/-- is the parent company of  
Island Scallops Ltd., a Vancouver Island aquaculture company.  ISL
was established in 1989 and for over 15 years has successfully
operated a scallop farming and marine hatchery business.  ISL is
dedicated to the farming, processing and marketing of high
quality, high value marine species: scallops and sablefish.  
Scallop farming is relatively new to North America and ISL is the
only producer of both live-farmed Pacific scallops and live
sablefish.


ELEC COMMS: May 31 Balance Sheet Upside-Down by $3.9 Million
------------------------------------------------------------
eLEC Communications Corp. reported a $647,941, net loss for the
three months ended May 31, 2006, as compared to a $1,235,060 net
loss for the same period in the prior year.

The Company's revenue for the three-month period ended May 31,
2006 decreased by $2,659,000, or approximately 55%, to $2,156,000
as compared to $4,815,000 reported for the three-month period
ended May 31, 2005.

The reduction in revenues was directly related to the decrease in
the customer base or number of local access lines served by eLEC's
two Competitive Local Exchange Carriers, New Rochelle Telephone
Corp. and Telecarrier Services Inc.  In lieu of telemarketing new
CLEC customers,  the Company used its financial resources to
further build and enhance its VoIP operations.

ELEC's balance sheet at May 31, 2006, showed $3,999,599 in total
assets and $7,939,212 in total liabilities, resulting in a
stockholders' deficit of $3,939,613.  At May 31, the Company had
cash and cash equivalents of approximately $456,000 and negative
working capital of approximately $2,130,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?e06

                     Laurus Private Placement

On May 31, 2006, eLEC consummated a private placement with Laurus
Master Fund, Ltd., pursuant to which it issued to Laurus:

      -- a secured term note in the principal amount of
         $1,700,000;

      -- an amended and restated secured term note that amended
         and restated its secured convertible term note in the
         original principal amount of $2,000,000 issued to Laurus
         on Feb. 8, 2005;

      -- an amended and restated  secured term note that amended
         and restated its secured convertible  term note in the
         original  principal amount of $2,000,000 issued to Laurus
         on Nov. 30, 2005; and

      -- a common stock purchase warrant that entitles Laurus to
         purchase up to 3,359,856 shares of the Company's common
         stock, par value $.10 per share.  The Warrant expires
         on May 31, 2020.

The Note and the Warrant were sold to Laurus, for a purchase price
of $1,700,000.

The Amortizing Principal Amount of the Note, which amounts to
$650,000, requires interest payments at prime plus 2% on the first
day of each month during the term of the Note, commencing on
July 1, 2006.

The Non-Amortizing Principal Amount of the Note, which amounts to
$1,050,000, does not require interest or principal payments until
the Company sends documentation to Laurus, and Laurus decides in
its sole discretion, to release such funds from a restricted cash
account for the potential acquisition of a business.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 7, 2006,
Nussbaum Yates & Wolpow, PC, expressed substantial doubt about
eLEC's ability to continue as a going concern after it audited the
Company's financial statements for the fiscal years ended
Nov. 30, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses from operations.

                         About eLEC Comms

eLEC Communications Corp. (OTCBB:ELEC) -- http://www.elec.net/--   
is a Competitive Local Exchange Carrier that offers local and long
distance calling plans to small business and residential
customers.  The Company sells under the names of New Rochelle
Telephone and eLEC Communications, and the Company delivers
telephone services.


ENRON CORP: Court Okays $30-Mil. Settlement with Vinson & Elkins
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the settlement agreement dated June 15, 2006, between
Reorganized Enron Corporation and its debtor-affiliates and Vinson
& Elkins LLP.

The principal terms of the settlement are:

  (1) Enron Corp. will receive a $10,500,000 preference claims
      payment in full satisfaction of the preferential transfer
      claims the Official Committee of Unsecured Creditors may
      pursue against Vinson;

  (2) Enron will receive $19,500,000 as full satisfaction for
      other claims, causes of action, damages, obligations,
      rights and interests that any of the Debtors or the
      Official Committee of Unsecured Creditors may have against
      Vinson;

  (3) neither party makes any admission relating to any of the
      settled claims; and

  (4) the parties will mutually release each other from all  
      claims that they asserted or may have against each other.

Vinson's scheduled claims against the Debtors are expunged in
their entirety:

   Debtor                    Schedule No.     Schedule Amount
   ------                    ------------     ---------------
   Enron Corp.                100104330            $1,400,389
   Enron Corp.                100104310               540,144
   Enron Corp.                100104320               555,163
   Enron Management           100945300                   475
   Enron Middle East LLC      100977320                63,536
   Enron India, LLC           100977310                   356
   Enron Wind Energy         
     Systems Corp.            100864490          Unliquidated
   Enron Wind Systems, Inc.   100860750          Unliquidated
   Enron Corp.                100104340          Unliquidated
   Enron Corp.                100104350          Unliquidated
   Enron North America        100186920               577,084
   Calypso Pipeline, LLC      100834090                   295
   Enron Broadband            100225820               338,577
   Services, Inc.
   Enron Energy Services      100239360               285,039
   Operations, Inc.  
   Enron North America        100186910                82,910
   Calypso Pipeline, LLC      100834080                    99
   Enron Global LNG LLC       100834450                   140
   Enron Broadband    
   Services, Inc.             100225810                28,152
   Enron Energy Services      
   Operations, Inc.           100239350                27,757
   Enron Asia Pacific/        
   Africa/China               100977300          Unliquidated
   Enron Caribbean Basin LLC  100979220                19,763
                                              ---------------   
                                                   $3,919,879

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Court OKs Allowance of U.K. Units' $51.9-Mil. Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation allowing Enron Corporation's U.K.
affiliates claims for an aggregate amount of $51,916,252.

In late 2001, Enron Capital & Trade Resources Limited, Enron Gas &
Petrochemicals Trading Limited, Enron Metals & Commodity Limited
and Enron Metals Group Limited, as successor-in-interest to Enron
Metals Limited and now known as Keresforth Three Limited, were
placed into administration under Part II of the English Insolvency
Act of 1986 in the United Kingdom.

Steven Anthony Pearson, Anthony Victor Lomas, Neville Barry Kahn
and Dipankar Moham Ghosh of PricewaterhouseCoopers LLP, in
Plumptree Court, London, were appointed as joint administrators of
EMCL, EMGL, ECTRL and EGPTL by the High Court of Justice in
London, England.  Messrs. Kahn and Ghosh were subsequently removed
as administrators on June 20, 2002, and Dec. 20, 2004.

On April 9, 2002, Enron Coal Services Limited was placed into
liquidation pursuant to Part IV of the English Insolvency Act of
1986.  Ian Christopher Oakley Smith and David James Waterhouse of
PwC were appointed joint liquidators for ECSL.

Before filing for bankruptcy, Enron Corp., Enron North America
Corp., Enron Metals & Commodity Corp., Risk Management & Trading
Corp., and Enron Gas Liquids, Inc., and the UK Enron Entities
entered into several trading and financial transactions, including
commodities trading, recharging of costs, financial and trading
swaps, foreign currency exchanges and hedging and market to
market trades.

The UK Enron Entities filed claims in the Debtors' Chapter 11
cases:

     Claimant    Debtor     Claim No.       Amount
     --------    ------     ---------       ------
     EGPTL       EGLI       15377         $935,915
     ECSL        ENA        15381        1,312,467
     EML         RMTC       24518       17,234,666
     EMCL        EMCC       24519        9,046,208
     ECTRL       ENA        24520        8,514,691
     ECTRL       RMTC       24521       18,010,011

In their 77th Omnibus Claims Objection, the Reorganized Debtors
sought to disallow and expunge Claim Nos. 15377, 15381, 24518 and
24521.

In their 78th Omnibus Claims Objection, the Reorganized Debtors
sought to reduce and allow Claim No. 24519.

In their 81st Omnibus Claims Objection, the Reorganized Debtors
sought to disallow, among others, Claim No 24520.

After negotiations, the parties entered into a stipulation to
resolve their dispute.

The parties agree that:

   (1) Claim No. 15377 will be allowed as a Class 17 general
       unsecured claim for $935,915;

   (2) Claim No. 15381 will be allowed as a Class 5 general
       unsecured claim for $1,312,467;   

   (3) Claim No. 24520 will be allowed as a Class 5 general
       unsecured claim for $8,514,691;

   (4) Claim No. 24521 will be allowed as a Class 109 general
       unsecured claim for $18,010,011;           

   (5) Claim No. 24519 will be allowed as a Class 3 general
       unsecured claim for $8,860,000; and

   (6) Claim No. 24518 will be reduced and allowed as a Class 3      
       general unsecured claim for $14,283,168.

Any contingent, disputed or unliquidated balance of the six
Claims will be disallowed.

The parties also agree that the Administrators or Liquidators
will apply the same approach used in resolving Claim No. 15377 in
dealing with various outstanding claims of $1,000,000 or less
that the Reorganized Debtors and their non-debtor affiliates hold
against the UK Enron Entities and their affiliated entities where
the pre-Systems Application Protocol or similar types of records
are the only evidence available to prove the claim.  The English
Courts will have the exclusive jurisdiction to these claims.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on Dec. 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 176; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


EVANS INDUSTRIES: U.S. Trustee Reconstitutes Official Committee
---------------------------------------------------------------
R. Michael Bolen, the U.S. Trustee for Region 5, informed the U.S.
Bankruptcy Court for the Eastern District of Louisiana that he has
reconstituted the Official Committee of Unsecured Creditors in
Evans Industries, Inc.'s chapter 11 case.  Mr. Bolen says that
this was due to the addition of Consorcio Internacional S.A. DE
C.V., and Mobile Paint Mfg. Co. Inc.

The Committee is now composed of:

    1. Entergy Louisiana LLC
       Attn: Jon Majewski
       4809 Jefferson Highway
       Mail Unit L-JEF-359
       Jefferson, LA 70121

    2. Paul T. Gariepy, Jr., CPA
       17 Poplar Drive
       Covington, LA 70433-4327

    3. SK Global America, Inc., Creditor Trust
       Attn: Craig Sheldon, Esq., Counsel
       c/o Krebs, Farley & Pelleteri, PLLC
       Matt Farley, Esq.
       Thomas Beh, Esq.
       Shashauna M. Dermody, Esq.
       Attorneys for SK Global
       400 Poydras Street, Suite 2500
       New Orleans, LA 70130

    4. Consorcio Internacional S.A. DE C.V.
       Attn: Elias Alfredo Charur
       7330 N.W. 12th St., Suite 201
       Miami, FL 33126

    5. Mobile Paint Mfg. Co. Inc.
       Attn: Richard Wilbur
       P.O. Box 717
       Theodore, AL 36590

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 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: Ch. 11 Trustee Wants to Use IRS' Cash Collateral
------------------------------------------------------------
Kenneth A. Welt, the chapter 11 trustee appointed in the chapter
11 cases of Falcon Air Express, Inc., and MAJEL Aircraft Leasing
Corp., asks the U.S. Bankruptcy Court for the Southern District of
Florida for permission to use cash collateral which the Internal
Revenue Service has interest in.

IRS filed several notices of federal tax liens, which attach to
all of the Debtors' property, including cash and cash equivalents.  

Frank P. Terzo, Esq., at Katz Barron Squittero Faust, in Miami,
Florida, tells the Court that the cash collateral will be used
to fund the Debtors' continued operations as a going concern for
90 days.  If the Chapter 11 Trustee cannot use the cash
collateral, he will be unable to operate the business, to the
detriment of all of the Debtors' creditors, including the IRS,
Mr. Terzo argues.

As adequate protection against the diminution in value of its cash
collateral, the Debtors grant IRS a replacement lien for $300,000
on all property acquired or generated postpetition by the Debtors'
estates.  Additionally, the Debtors will provide further adequate
protection by paying:

   (a) $5,000 on Aug. 1, 2006,
   (b) $20,000 on Sept. 1, 2006,
   (c) $30,000 on Oct. 1, 2006.

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.


FALCONBRIDGE LTD: Xstrata Raises Buy Offer to $16.9 Billion
-----------------------------------------------------------
Xstrata plc, through its wholly-owned subsidiary Xstrata Canada
Inc., has increased its fully underwritten all-cash offer to
acquire all of the outstanding common shares of Falconbridge
Limited not already owned by the Xstrata group from CDN$59 to
CDN$62.50 in cash per Falconbridge share, representing a total
consideration of approximately CDN$19.2 billion, approximately
$16.9 billion.

In addition, Xstrata has amended its offer to provide that
Falconbridge shareholders will receive the special cash dividend
of CDN$0.75 per Falconbridge share declared by Falconbridge on
July 16, 2006, representing a total consideration of CDN$63.25 per
Falconbridge share, including the special dividend.  The expiry
time for the increased Xstrata offer is Aug. 14, 2006, at 8 pm
(Toronto time).

The increased Xstrata offer values the total common share capital
of Falconbridge at approximately CDN$24.1 billion, approximately
$21.2 billion, including the special dividend.  Xstrata expects to
mail a formal notice of variation to all Falconbridge shareholders
on July 21, 2006.

The acquisition of Falconbridge is again conditional on approval
by Xstrata shareholders at a meeting to be held on Aug. 14, 2006.
Xstrata has received irrevocable undertakings from Credit Suisse
Securities (Europe) Limited and Glencore International AG to vote
in favour of the resolution to be proposed at the meeting.  In
aggregate, these undertakings are given in respect of 35.84% of
Xstrata's current issued ordinary share capital.

In keeping with its consistently stated objective of acquiring
100% of Falconbridge, Xstrata's offer is no longer subject to a
minimum tender condition. As a result, following receipt of
approval under the Investment Canada Act and approval from its own
shareholders, Xstrata will be in a position to take up and pay for
any shares tendered to its offer without further delay.

"Xstrata's revised offer reflects our belief in the fundamental
value of this acquisition to Xstrata," Mick Davis, Xstrata Chief
Executive, said.  "Xstrata's 20% stake in Falconbridge, purchased
at CDN$28 per share, puts us in the unique position of being able
to offer CDN$63.25 per share, a price that is simply more than any
other company can justify under any realistic commodity price
scenario.  At the revised offer of CDN$62.50, together with the
dividend of CDN$0.75 per share, Xstrata's average cost per share
of acquiring all of Falconbridge's shares will be approximately
CDN$56.44 per share.  Due to the flexibility of the nearly CDN$7
per share advantage Xstrata has secured in this transaction, we
have been able to present a definitive, compelling and generous
offer to Falconbridge shareholders, while ensuring that the
acquisition of Falconbridge remains value, earnings and cash flow
accretive to Xstrata shareholders.

"Given the overwhelming support of Xstrata's shareholders for this
acquisition at the first shareholders' meeting, and the
undertakings already received to vote in favour of the transaction
at the next meeting, the process of shareholder approval impacts
the closing date of our offer but represents no material risk.  In
respect of Industry Canada approval, Xstrata has now concluded an
extensive and comprehensive process with the Investment Review
Division and we have been advised to expect a decision shortly.  
We believe the undertakings we have given will underpin the
positive benefits to Canada that we have always identified in our
acquisition of Falconbridge.  We remain confident that, as a
committed and long-term investor with a track record of delivering
growth and value to stakeholders wherever we operate, approval
will be forthcoming.

"It is therefore time for the Falconbridge Board to give Xstrata's
compelling offer due and careful consideration and recognise that
Xstrata's certain cash offer is a superior value-creating
proposition for Falconbridge shareholders that provides an
opportunity to bring this prolonged process to a close, to the
benefit of Falconbridge employees and shareholders.  I therefore
urge all Falconbridge shareholders who wish to receive the full
cash value of CDN$63.25 per share to tender their shares to
Xstrata as soon as possible and not to tender to the Inco offer.  
I reiterate our repeatedly stated position that it is Xstrata's
intention to secure 100% of the Falconbridge shares."

                            Financing

Xstrata will finance its increased offer through committed debt
facilities of US$19 billion, including US$7 billion under an
equity bridge facility agreement.  Xstrata remains committed,
following the successful completion of its acquisition of
Falconbridge, to undertake one or more equity capital raisings to
refinance the equity bridge facility agreement.  Deutsche Bank AG
and J.P. Morgan Securities Ltd. have irrevocably undertaken to
underwrite any future equity offering to raise funds to repay any
amounts outstanding under the equity bridge facility agreement.  
Xstrata also remains committed to maintaining a solid investment
grade credit rating.

The directors of Xstrata remain confident that any rights issue
will be fully supported by Credit Suisse and Glencore
International, Xstrata's two largest shareholders with a combined
shareholding of approximately 35.84% of Xstrata's issued ordinary
share capital.

Falconbridge shareholders wishing to withdraw their shares from
the Inco offer should immediately contact their broker or other
financial intermediary and instruct such intermediary to withdraw
their Falconbridge common shares.  For assistance in withdrawing
shares from the Inco offer, or for questions or requests for
copies of documents, Falconbridge shareholders should contact
Kingsdale Shareholder Services Inc. at 1-866-639-7993.  Banks and
brokers should call at 416-867-2272.

                        About Xstrata

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

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

                     About Falconbridge

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

                        *    *    *

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


FOAMEX INTERNATIONAL: Court Approves Thurmo-Sleep Settlement Pact
-----------------------------------------------------------------
The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware approved Foamex International Inc. and its
debtor-affiliates' mediated settlement agreement between Foamex
L.P. and Thurmo-Sleep USA, Inc.

As reported in the Troubled Company Reporter on July 4, 2006, the
parties participated in a Mediated Settlement Conference.  In an
effort to avoid the costs and risks associated with litigating the
issues raised before the State Court, the parties agreed to
resolve all issues and disputes between them.

The principal terms of the Settlement were:

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

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

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

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

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INT'L: Gets Court OK to Advance Funds to Mexican Subsidiary
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Foamex L.P. to provide Foamex de Cuautitlan, S.A. de C.V., with
funding in the form of cash advances and revolving loans of up to
$750,000.

As reported in the Troubled Company Reporter on July 5, 2006,
Foamex de Cuautitlan, a Mexican corporation, is an indirect non-
debtor wholly owned subsidiary of Foamex L.P. engaged in the
automotive industry.  

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, related that the Loans would enable Foamex
de Cuautitlan to upgrade its facility, purchase certain
manufacturing equipment and raw materials, pay other costs of
production, and expand its business.

The Loans were permitted under the terms of Foamex's DIP financing
facilities, which allow Foamex to advance up to $750,000 at any
time to certain of its foreign subsidiaries, Mr. Barry related.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 22; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FR X OHMSTEDE: S&P Junks Rating on Proposed $65 Million Loans
-------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to FR X Ohmstede Acquisitions Co., a manufacturer
and servicer of shell and tube heat exchangers used in the
refining and petrochemical industries.

At the same time, Standard & Poor's assigned its 'B-' rating and
'2' recovery rating to Ohmstede's proposed $130 million first-lien
bank facilities, and its 'CCC' rating and '5' recovery rating to
Ohmstede's proposed $65 million second-lien bank facilities.  The
outlook is stable.

Pro forma for the pending bank debt issuances, Beaumont, Texas-
based Ohmstede is expected to have $165 million in debt.

Ohmstede's ratings reflect several weaknesses:

   * the company's small niche market position;

   * aggressive financial leverage of roughly 6x debt to EBITDA;

   * unproven ability to operate profitably throughout the cycle;
     and

   * low barriers to entry as several competitors have the ability
     to provide aftermarket services for refineries' heat
     exchangers.

These weaknesses are only partially offset by these strengths:

   * Ohmstede's strong recent financial performance, driven by
     operational improvements and an emphasis on after-market
     services;

   * good near-term backlog; and

   * low capital requirements.

Management has implemented several initiatives to improve
operational efficiencies and has expanded its more profitable
aftermarket services business.  Financial performance has
significantly improved.

The outlook is stable.  

Assuming future cash flows remain near expected 2006 levels, the
company should have the ability to service its high debt burden
with a modest cushion.  A negative ratings action could result if
cash flows prove lower than expected and create liquidity
concerns, whether due to general industry conditions, increased
competition, the loss of key customers, or operational challenges.
A ratings upgrade would be dependent on consistent operating
results and noticeably lower financial leverage.


GERARD DUENAS: Case Summary & 10 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Gerard Duenas
        526 South East Street
        Santa Rosa, California 95404

Bankruptcy Case No.: 06-10433

Chapter 11 Petition Date: July 19, 2006

Court: Northern District of California (Santa Rosa)

Judge: Alan Jaroslovsky

Debtor's Counsel: David N. Chandler, Esq.
                  David N. Chandler, P.C.
                  1747 4th Street
                  Santa Rosa, California 95404
                  Tel: (707) 528-4331

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 10 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   George S. May International              $25,000
   3750-60 South Janes Boulevard
   Las Vegas, NV 89103-2259

   Realty World                             $10,000
   Northern California & Nevada Inc.
   Headquarters
   2316 Orchard Parkway, Suite 200
   Tracy, CA 95377

   Bank of America                           $8,900
   P.O. Box 60069
   City of Industry, CA 91716-0069

   Enrique Guzman                            $4,500
   1529 Wimbledon Court
   Santa Rosa, CA 95401

   Pat Lansdown                              $4,000
   2 Padre Park
   Petaluma, CA 94954

   Lescure Engineers                         $3,000

   Peter Church                              $2,000

   Home Depot                                $1,600

   American Storage                            $500

   A. Kuba                                     $350


GLASS GROUP: Delaware Court Confirms Chapter 11 Liquidating Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware entered an
order confirming the Amended Liquidating Plan of Reorganization
of The Glass Group, Inc.  The Court determined that the Plan
satisfies the 13 standards for confirmation under Sec. 1129(a) of
the Bankruptcy Code.

The Court had approved the Debtor's Amended Disclosure Statement
explaining that Plan on May 5, 2006, citing that the Disclosure
Statement contained adequate information within the meaning of
Sec. 1125(a) of the Bankruptcy Code.

                       Overview of the Plan

The Plan provides for the liquidation and distribution of all of
the Debtor's assets.  The Debtors sold substantially all of its
assets to Kimble Glass Inc. for $20 million.  The Debtor projects
that on the plan' effective date, it will have $7 million cash on
hand for distribution.  The Plan Administrator may also pursue
litigation claims and avoidance actions.  

The Debtor transferred in excess of $16,195,845 to creditors
within the 90 days prior to the Debtor's bankruptcy filing.  

                       Treatment of Claims

Under the Confirmed Plan, persons who are parties to executory
contracts that are rejected pursuant to the Plan and who claim
damages by reason of the rejection will become Class 4-General
Unsecured Creditors and will be treated in the same manner as
other Class 4-General Unsecured Creditors.

In full satisfaction of its secured claim and other claims, MAP V
LLC will get:

   (a) land consisting of approximately 30.45 acres in Hamilton
       Township, Atlantic County, New Jersey;

   (b) a warehouse and surrounding land in 1401 Wheaton Avenue,
       Millville, New Jersey;

   (c) a mold sop and the surrounding land in 1401 Wheaton
       Avenue, Millville, New Jersey;

   (d) all leases or other agreements and security deposits from
       those properties.

Under a settlement agreement between MAP and the Debtor, MAP will
also contribute around $2 million for distribution to the other
creditors.  

Holders of general unsecured claims will be paid their pro rata
share of assets to be held by the plan administrator.  The Debtor
estimates that general unsecured creditors will recover 36.66% of
their claims.  Under the Debtor's liquidation analysis, general
unsecured creditors will get 15.76% of their claims under a
liquidation scenario.  

Holders of equity interests will get nothing.   

A copy of the Amended Disclosure Statement is available for a fee
at http://www.researcharchives.com/bin/download?id=060608055806

Headquartered in Millville, New Jersey, The Glass Group, Inc.
-- http://www.theglassgroup.com/-- manufactures molded glass         
container and specialty products with plants in New Jersey and
Missouri.  Its products include cosmetic bottles, pharmaceutical
vials, specialty jars, and coated containers.  The Company filed
for chapter 11 protection on Feb. 28, 2005 (Bankr. D. Del. Case
No. 05-10532).  Derek C. Abbott, Esq., at Morris, Nichols, Arsht &
Tunnell represents the Debtor in its restructuring efforts.  
Jeffrey R. Waxman, Esq., and Mark E. Felger, Esq., at Cozen
O'Connor represent the Official Committee of Unsecured Creditors.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of $50 million to $100 million.


GLOBAL HOME: Has Until November 6 to Decide on Leases
-----------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave Global
Home Products, LLC, and its debtor-affiliates until Nov. 6, 2006,
to assume, assume and assign or reject non-residential real
property leases and executory contracts.  

These debtor-affiliates have until August 23, 2006, to assign some
of their leases and contracts to C.R. Gibson, Inc.:

   * Burnes Acquisition, Inc.,
   * Intercraft Company,
   * Burnes Puerto Rico, Inc.,
   * Picture LLC,
   * Burnes Operating Company LLC.

The Burnes Debtors sold substantially all of their assets to C.R.
Gibson in May 2006.  The Debtors are also selling its WearEver
businesses and have yet to file a plan of reorganization.

Section 365(d)(4) of the Bankruptcy Code, as amended by The
Bankruptcy Abuse, Prevention and Consumer Protection Act of 2005,
gives a debtor only 210 days from the filing of the case within
which to decide whether to assume or reject its leases.  

Under current law, all proceeds received from the sale of leases
go to a debtor's estate.  Under the new law, debtors will be
forced to negotiate with their landlords to obtain extensions
beyond 210 days.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/  
--  sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
Apr. 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler, P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


HANGER ORTHOPEDIC: Acquires Mississippi-Based Temple Medical
------------------------------------------------------------
Hanger Orthopedic Group, Inc. acquired Temple Medical, Inc. based
in Meridian, Mississippi.  This is the first acquisition for
Hanger Orthopedic Group, Inc. in 2006.

"We are very pleased to have the professionals from Temple Medical
join our team," Chairman and CEO, Ivan R. Sabel stated.  "This
acquisition is part of an initiative focused on enabling us to
grow opportunistically.  Given the enhanced stability and
flexibility in our capital structure from the recent global
refinancing, we plan to continue to acquire additional practices
that further support our market-based strategies and are accretive
to earnings."

                    About Hanger Orthopedic

Headquartered in Bethesda, Maryland, Hanger Orthopedic Group, Inc.
(NYSE: HGR) -- http://www.hanger.com/-- is the world's premier   
provider of orthotic and prosthetic patient care services.  Hanger
is the market leader in the United States, owning and operating
621 patient care centers in 46 states including the District of
Columbia, with 3,290 employees including 1,021 practitioners (as
of 12/31/05).  Hanger is organized into four units.  The two key
operating units are patient care, which consists of nationwide
orthotic and prosthetic practice centers and distribution which
consists of distribution centers managing the supply chain of
orthotic and prosthetic componentry to Hanger and third party
patient care centers.  The third is Linkia, which is the first and
only provider network management company for the orthotics and
prosthetics industry. The fourth unit, Innovative Neurotronics,
introduces emerging neuromuscular technologies developed through
independent research in a collaborative effort with industry
suppliers worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services assigned its 'B' senior secured
bank loan rating to Hanger Orthopedic Group Inc.'s (B/Negative/--)
proposed $75 million revolving credit facility due in 2011 and
$230 million term loan B due in 2013.  A recovery rating of '2'
also was assigned to the secured loan, indicating the expectation
for substantial recovery of principal in the event of a payment
default.

At the same time, Standard & Poor's assigned its 'CCC+' senior
unsecured debt rating to the company's proposed $190 million of
senior unsecured notes due in 2014.  The rating agency also
affirmed its 'B' corporate credit rating.  The rating outlook
remains negative.


HEATING OIL: HOP Holdings Wants Chapter 11 Case Dismissed
---------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut will convene a hearing at 10:00 a.m. on
Aug. 8, 2006, at Room 123, Courtroom, 915 Lafayette Blvd., in
Bridgeport, Connecticut, to consider HOP Holdings, Inc.'s motion
to dismiss its pending Chapter 11 case.

HOP Holdings is an affiliate of Heating Oil Partners, LP, and
Heating Oil Partners, GP, Inc.  HOP Holdings has no assets and
virtually no creditors except for being a guarantor of HOP's
prepetition and postpetition secured debt.

The Heating Oil companies filed for Chapter 11 protection on
Sept. 26, 2006.  Their cases are administratively consolidated.  
Concurrent with their filing in the U.S. Bankruptcy Court, the
Debtors commenced recognition proceedings in the Ontario Superior
Court of Justice pursuant to Section 18.6 of the Companies
Creditors Arrangement Act.

The Bankruptcy Court confirmed HOP and HOP, GP's First Amended
Joint Plan of Reorganization on June 15, 2006.  The Plan did not
include the HOP Holdings' pending Chapter 11 case.  

The Ontario Superior Court of Justice Commercial List has issued
an order recognizing and implementing the Bankruptcy Court's
confirmation of the Plan.  The CCAA Court also issued an order
authorizing HOP Holdings to file an assignment in bankruptcy
pursuant to the Bankruptcy and Insolvency Act.

Craig I. Lifland, Esq., at Zeisler & Zeisler, PC, tells the
Bankruptcy Court that there is no possibility of reorganization
for HOP Holdings and no point would be served by liquidating the
case under U.S. law.  Mr. Lifland pointed out there is already a
pending Canadian proceeding pursuant to which HOP Holdings can be
liquidated.  Following an entry of an order dismissing the case,
HOP Holdings will be liquidated under the CCAA in the Canadian
Court.

                    About Heating Oil Partners

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

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

The Bankruptcy Court confirmed Heating Oil Partners, LP, and
Heating Oil Partners, GP, Inc.'s First Amended Joint Plan of
Reorganization on June 15, 2006.  The Ontario Superior Court of
Justice Commercial List issued an order on June 26, 2006,
recognizing and implementing the order of the U.S. Bankruptcy
Court.


IFSA STRONGMAN: Bouwhuis Morrill Expresses Going Concern Doubt
--------------------------------------------------------------
Bouwhuis, Morrill & Company, LLC, in Layton, Utah, raised
substantial doubt about IFSA Strongman, 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 negative cash flows and losses
from operations since inception.

The Company reported a $403,958 net loss on $137,873 of total
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $1,863,724 in
total assets and $377,471 in total current liabilities, and a
$1,486,253 stockholders' equity.

The Company continues to develop a strategy of exploring all
options available so it can have sufficient funds to be able to
operate over the next twelve months.  As a part of this plan, the
Company is currently in negotiations with their target industries'
key players to develop additional business opportunities.  In
addition, it is exploring options in order to raise additional
operating capital through debt and equity financing.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?dd8

                      About IFSA Strongman

Based in London, England, IFSA Strongman, Inc., fka Synerteck Inc.
-- http://www.ifsastrongman.com/-- is an integrated media,  
entertainment and athlete representation company, principally
engaged in the development, production and marketing of television
programs, live events and the licensing and sale of branded
consumer products.  The content of their entertainment and
consumer products is centered on the various strongman
competitions and events worldwide.


IFSA STRONGMAN: Posts $362,094 Net Loss in First Quarter 2006
-------------------------------------------------------------
IFSA Strongman, Inc. filed its first quarter financial statements
for the quarterly period ended March 31, 2006, with the Securities
and Exchange Commission.

The Company reported a $362,094 net loss on $32,243 of sale for
the quarterly period ended March 31, 2006.  This compares to a
$441,723 net loss on $317,847 of sales for the period ended March
31, 2005.

At March 31, 2006, the Company's balance sheet showed $1,938,304
in total assets, $703,320 in total current liabilities, and
$1,234,983 in stockholders' equity.

A full-text copy of the Company's financial statements for the
quarterly period ended March 31, 2006, are available for free at
http://researcharchives.com/t/s?dda

                        Going Concern Doubt

Bouwhuis, Morrill & Company, LLC, in Layton, Utah, raised
substantial doubt about IFSA Strongman, 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 negative cash flows and losses
from operations since inception.

The Company reported a $403,958 net loss on $137,873 of total
revenues for the year ended Dec. 31, 2005.

                      About IFSA Strongman

Based in London, England, IFSA Strongman, Inc., fka Synerteck Inc.
-- http://www.ifsastrongman.com/-- is an integrated media,  
entertainment and athlete representation company, principally
engaged in the development, production and marketing of television
programs, live events and the licensing and sale of branded
consumer products.  The content of their entertainment and
consumer products is centered on the various strongman
competitions and events worldwide.


INTERSTATE BAKERIES: Can Reject 17 Unexpired Real Property Leases
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Missouri
authorized Interstate Bakeries Corporation and its debtor-
affiliates to reject 17 unexpired non-residential real property
leases, pursuant to Sections 105(a) and 365(a) of the Bankruptcy
Code.

As reported in the Troubled Company Reporter on June 26, 2006, the
17 leases are:

                                                       Rejection
Landlord                     Location                    Date
--------                     --------                  ---------
Clifford J. Catlin           Jamestown, New York        6/07/06
Charles D. Thompson          Paris, Texas               6/07/06
RJ Enterprises               Victoria, Texas            6/07/06
Church Way Mall, Inc.        Hamilton, Ohio             6/27/06
P/A Builders & Developers    North Vernon, Indiana      6/27/06
RJ DMD Investments           Pico Rivera, California    6/27/06
T.F. James Company           Anoka, Minnesota           6/27/06
Shaben Michael Sons          Aliquippa, Pennsylvania    6/27/06
Max F. Rosarius              Gibsonia, Pennsylvania     6/27/06
Empire Realty Investments    Tampa, Florida             6/27/06
Saidul Kabir                 Nacogdoches, Texas         6/27/06
Knox Corp.                   Bettendorf, Iowa           6/27/06
Jenny Brandt                 Scott City, Missouri       6/27/06
Thomas L. Metzger            Hammond, Indiana           6/27/06
Midwest Bank and Trust Co.   Berwyn, Illinois           6/27/06
Les Brooke                   Aurora, Colorado           6/27/06
Arietta Motley, DDR Downreit Lebanon, Ohio              6/27/06

The Court also authorized the Debtors to abandon to the landlord
of each Real Property Lease any of their remaining personal
property in each of the Premises after the effective date of the
rejection.  The Landlord will be entitled to remove or dispose of
the property in its sole discretion.

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)


INTERSTATE BAKERIES: Posts $2.5 Million Bond to MO Labor Dept.
--------------------------------------------------------------
Judge Venters authorizes Interstate Bakeries Corporation and its
debtor-affiliates to arrange for the Missouri Department of Labor
and Industrial Relations, Division of Workers' Compensation to
receive an appropriate bond totaling $2,542,047.

A full-text copy of the Addendum, which provides for the
$2.5 million bond, is available for free at
http://ResearchArchives.com/t/s?de0

                            Background

As reported in the Troubled Company Reporter on June 23, 2006,
the Missouri Department of Labor asked the Bankruptcy Court to
compel the Debtors to comply with state laws related to workers'
compensation.

The Debtors elected to be responsible for their own workers'
compensation risk, Christie A. Kincannon, Esq., in Jefferson City,
Missouri, related.

The Division granted the Debtors the privilege of becoming an
individual self-insured pursuant to Chapter 287, Section 280.1 of
the Missouri Revised Statutes and Labor; and the Rules Governing
Self-Insurers 8 CSR 50-3.010.  The Debtors were self-insured from
July 1, 1972, through July 1, 1984, and again from July 1, 1992,
through May 30, 2006.

In order to qualify as a self-insured employer in the state of
Missouri, the Debtors are required to post security consistent
with the statute and regulations governing self-insured
employers.  The security requirement protects workers if the
Debtors default or fail to honor all compensation obligations to
their injured workers.

The self-insured employer is also required to file certain
reports with the Division, including the Self-Insurer's Annual
Financial Statement.  The Debtors failed to file their 2004 and
2005 annual reports, Ms. Kincannon relates.

The Division conducted a reserve audit.  On March 25, 2005, the
Debtors informed the Division that it would be unable to provide
the audited financial statements to the Division.  At the
Division's request, the Debtors submitted loss runs in order for
the Division to ascertain whether the Debtors were in compliance
with the rules applicable to self-insurers.

On April 22, 2005, the Division conducted a security review.
The results of the Audit and the April Security Review prompted
the Division to send the Debtors a demand letter requesting
additional security to be posted -- $2,641,640.

The Division conducted another security review on April 6, 2006.
The April 2006 Security Review was based on loss runs submitted
by the Debtors.  Ms. Kincannon says that the Division determined
that the Debtors must provide additional security of $2,542,047.

The Division believes that the current security provided by the
Debtors fail to adequately represent and cover their workers'
compensation obligations and liabilities as required by law.

                         Debtors' Response

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the Debtors have continuously
stood ready, willing and able to post a letter of credit payable
to the Missouri Department of Labor & Industrial Relations,
Division of Workers' Compensation, in full satisfaction of their
workers compensation bonding obligations with the State of
Missouri.

However, the Division has advised Debtors that relevant
regulations prevent it from accepting a letter of credit, and
instead limit the Debtors' options to posting a bond or making a
cash deposit.

The Debtors have recently filed a motion seeking the Court's
approval of its surety bond program and related blanket indemnity
agreement with Federal Insurance Company.  If granted, the
Federal Insurance Agreement should allow the Debtors to fully
resolve the issues in the Motion to Compel, Mr. Ivester contends.

However, the Debtors reserve the right to investigate and
possibly dispute the amount of the bond necessary to post with
the State of Missouri, the exact terms of any bond, and whether a
bond is necessary in lieu of a letter of credit.

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)


IRIDIUM OPERATING: Has Until November 14 to File Chapter 11 Plan
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which only Iridium Operating LLC and
its debtor-affiliates can file a chapter 11 plan of reorganization
until Nov. 14, 2006.  The Court also extended the period within
which the Debtors have the sole right to solicit acceptances of
that chapter 11 plan to Jan. 9, 2007.

Eric R. Markus, Esq., at Wilmer Cutler Pickering Hale and Dorr
LLP, in Washington, D.C., reminded the Bankruptcy Court that the
Debtors halted negotiations on their plan when they had to focus
their efforts to the sale of their assets and their litigation
with Motorola, Inc.

                   What Kept the Debtors Busy

The Debtors sold substantially all of their assets, valued at
$5 billion, to Iridium Satellite, LLC, for $25 million in
December 2000.  Iridium Satellite is in no way connected to the
Debtors.  The Official Committee of Unsecured Creditors sued
Motorola for $8 billion, in July 2001, alleging ten different
causes of action.  Motorola is Iridium's principal investor.  The
lawsuit is still pending.

The Debtors signed a settlement with The Chase Manhattan Bank and
the rest of their senior secured lenders resolving a suit
commenced by the Creditors Committee in the Debtors' behalf,
seeking to avoid liens on $154.6 million of the Debtors' assets.  
The Bankruptcy Court has approved the Settlement Agreement.  The
U.S. District Court for the Southern District of New York affirmed
the decision after Motorola appealed the Bankruptcy Court's
decision.  Motorola has brought the issue to the U.S. Court of
Appeals for the Second Circuit.

Mr. Marcus told the Bankruptcy Court that the preference
litigation is largely completed and the Debtors were able to
recover $18 million as a result of 275 cases filed.

Mr. Marcus argues that extensions are warranted to maintain the
status quo, and to allow Debtors, the Committee, and the Lenders
to implement the Proposed Settlement once the Motorola appeals and
the claims against Motorola are resolved.  The Debtors submit that
they should not be compelled to complete their plan or plans at
this time or to evaluate plans submitted by other interested
parties, unsuccessful bidders, or third parties.  In these
circumstances, Debtors remain in the best position to propose and
confirm promptly a consensual chapter 11 plan or plans in these
chapter 11 cases.

Iridium Operating LLC used to develop and deploy global wireless
personal communication systems.  On August 19, 1999, some holders
of Iridium's senior notes filed an involuntary chapter 11 petition
(Bankr. S.D.N.Y. Case No: 99-45005) against Iridium and its
subsidiary Capital Corp.  At that time, the Debtors were highly
leveraged with $3.9 billion in secured and unsecured debt.  On the
same date, Iridium and 7 other subsidiaries filed voluntary
chapter 11 petitions in Delaware.  They consented to the
jurisdiction of the N.Y. Court in Sept. 7, 1999.  William J.
Perlstein, Esq., and Eric R. Markus, Esq., at Wilmer, Cutler &
Pickering represent the Debtors in their restructuring efforts.
John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP represent
the petitioning creditors: Magten Partners, Wall Financial
Investments (USA) Ltd., and Canyon Capital Advisors LLC, as Fund
Manager for The Value Realization Fund, L.P.  Bruce Weiner
Rosenberg, Esq., at Musso & Weiner, LLP, represent the Official
Committee of Unsecured Creditors.


JAMES MASSEY: Conseco Files Involuntary Chapter 7 Petition
----------------------------------------------------------
Conseco Inc. filed an involuntary Chapter 7 petition against its
former director, James D. Massey, with the U.S. Bankruptcy Court
for the Southern District of Indiana on July 17, 2006.

Conseco seeks to recover approximately $6.9 million in unpaid
loans from Mr. Massey, J.K. Wall at the Indianapolis Star reports.  
Mr. Massey allegedly used these company-backed loans to buy
Conseco stock in the late 1990's.

Mr. Massey disputes Conseco's allegations and insists that he owes
the Company nothing.  Henry Price, Esq., Mr. Massey's attorney,
says that the involuntary petition has no basis.  According to Mr.
Price, the purported debt is in dispute and a bankruptcy petition
should not have been filed.

Headquartered in Carmel, Indiana, Conseco, Inc. (NYSE:CNO) --
http://www.conseco.com/-- through its subsidiaries, engages in  
the development, marketing, and administration of supplemental
health insurance, annuity, individual life insurance, and other
insurance products throughout the United States.  The company
operates in two segments, Bankers Life and Conseco Insurance.  The
Bankers Life segment markets and distributes Medicare supplement
insurance, life insurance, long term care insurance, and certain
annuity products to the senior market.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' counterparty
credit and financial strength ratings on Conseco Inc.'s core
insurance companies and its 'BB-' counterparty credit rating
on Conseco Inc.

Standard & Poor's also said that the outlook on Conseco Inc. is
stable, and the outlook on the operating companies is positive.


JAMES MASSEY: Involuntary Chapter 7 Case Summary
------------------------------------------------
Alleged Debtor: James Massey
                3316 Walnut Creek Drive North
                Carmel, Indiana 46032
                Indianapolis, Indiana

Involuntary Petition Date: July 17, 2006

Case Number: 06-03895

Chapter: 7

Court: Southern District of Indiana (Indianapolis)

Judge: Basil H. Lorch III

Petitioners' Counsel: William P Means, Esq.
                      Riley Bennett & Egloff, LLP
                      Fourth Floor
                      141 East Washington Street
                      Indianapolis, Indiana 46204
                      Tel: (317) 636-8000

         
   Petitioner                     Nature of Claim   Claim Amount
   ----------                     ---------------   ------------
Conseco Services, LLC             Loan Obligation     $6,878,370
11825 North Pennsylvania Street
Carmel, Indiana  46032
Tel: (317) 817-6100
http://www.conseco.com/


JEROME DUNCAN: Chapter 7 Trustee Gets Access to Mesirow's Files
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
orders Mesirow Financial Consulting, LLC, to turnover files to
Sheila J. Solomon, the chapter 7 trustee liquidating Jerome Duncan
Inc.'s estate.

In August 2005, the then Official Committee of Unsecured Creditors
retained Mesirow to:

   (a) reviewing filings, including, bankruptcy schedules,
       statements of financial affairs and monthly operating
       reports;

   (b) review the Debtor's financial information, including,
       analysis of receipts and disbursements;

   (c) review business valuations;

   (d) analyze creditors' claims; and

   (e) consult and provide expert witness testimony regarding
       valuation issues and avoidance actions.

Robert K. Siegel, Esq., at Jacob & Weingarten, in Troy, Michigan,
contended that to effectively and efficiently and administer the
Debtor's estate, the Chapter 7 Trustee needs to obtain Mesirow's
files relating to the case because through the use of those files,
the Debtor's estate may avoid substantial costs for duplicative
work.

The case conversion effectively dissolved the Committee, Mr.
Siegel pointed out.  The Chapter 7 Trustee, then, has no entity to
which she can request permission for the files from.

Headquartered in Sterling Heights, Michigan, Jerome Duncan Inc.,
was the largest dealer of automobiles manufactured by Ford Motor
Company in the state of Michigan.  The Debtor employed over 200
individuals in its operations and generated between $300 and $500
million in annual sales.  The company filed for chapter 11
protection on June 17, 2005 (Bankr. E.D. Mich. Case No. 05-59728).
Arnold S. Schafer, Esq., at Schafer and Weiner, PLLC, represents
the Debtor.  On April 12, 2006, Judge McIvor converted the case to
chapter 7 liquidation.  Shelia J. Solomon serves as the Debtor's
chapter 7 trustee.  Robert K. Siegel, Esq., at Jacob & Weingarten,
in Troy, Michigan, represent the Chapter 7 Trustee.


KAISER ALUMINUM: Reports Changes in Ownership of Securities
-----------------------------------------------------------
In regulatory filings with the U.S. Securities and Exchange
Commission, these directors disclosed that they do not own
securities of Kaiser Aluminum Corporation:

    -- George Becker,
    -- Carl Bennett Frankel,
    -- Teresa A. Hopp,
    -- William F. Murdy,
    -- Alfred E. Osborne, Jr.,
    -- Georganne Proctor,
    -- Jack Quinn,
    -- Thomas Melton Van Leeuwen, and
    -- Brett Wilcox.
     
KAC made restricted stock grants to these executive officers on
July 6, 2006, according to the company's filings with the SEC:

                                        No. of Shares of
     Name                               Restricted Stock
     ----                               -----------------
     Jack A. Hockema       
     President, CEO & Director              185,000

     Joseph P. Bellino     
     EVP, CFO & Director                     15,000

     John Barneson         
     SVP & Chief Administrative Officer      48,000

     John Malcolm Donnan        
     VP, Secretary & General Counsel         45,000
     
     Daniel D. Maddox      
     VP & Controller                         11,334

     Daniel J. Rinkenberger                  
     VP & Treasurer                          24,000

The restricted stock grants were made pursuant to the company's
2006 Equity and Performance Incentive Plan.  All restrictions will
lapse on July 6, 2009.

On July 6, 2006, eight parties disposed their shares of common
stock, at par value of $0.01 per share:

                              Shares of Common
     Stockholder               Stock Disposed        Price
     -----------               --------------        -----
     Daniel J. Rinkenberger            33               $0
     John Malcolm Donnan            2,706                0
     MAXXAM, Inc.                 750,000          $0.0134
     MAXXAM, Inc.              27,938,250                0
     MAXXAM, Inc.              21,311,750                0
     John Barneson                 10,700                0
     Daniel D. Maddox               4,429                0
     Jack A. Hockema               17,851                0
     George T. Haymaker             2,542                0
     Robert J. Cruikshank           2,000                0

Pursuant to KAC's Reorganization Plan, all outstanding shares of
common stock, at par value of $0.01 per share, were cancelled
without consideration on July 6, 2006.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading    
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 101;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Wants to Assume 67 Contracts and Leases
--------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates propose to
assume or assume and assign 67 executory contracts or unexpired
leases as of July 6, 2006.

Notices regarding the executory contracts or unexpired leases with
the Reorganized Debtors' proposed cure amounts have been mailed to
the respective counterparties of the contracts and leases,
Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates.

The Executory Contracts or Unexpired Leases are:

                                                            Cure
Counterparty                    ID No.   Location          Amount
____________                    ______   ________          ______
ADP                              1002    Chandler, AZ          $0
Aerospatiale                     1729    Bristol, UK            0
American Axle MFG                 801    Southfield, MI         0
Anglesey Aluminium Ltd.          1713A   Bristol, UK            0
Anglesey Aluminium Ltd.          1715B   Gwynedd, UK            0
Anglesey Aluminium Metal Ltd.    1744A   Gwynedd, UK            0
Anglesey Aluminium Metal Ltd.    1719    Gwynedd, UK            0
Anglesey Aluminium Metal Ltd.    1756    Gwynedd, UK            0
Anglesey Aluminium Metal Ltd.    1705C   Gwynedd, UK            0
Boeing Company                   1726    Seattle, WA            0
Boeing Company                   1734    Seattle, WA            0
Boeing TMX                       1942    Trentwood, WA          0
Canadair-Bombardier              1943    Trentwood, WA          0
Centerpoint Properties Trust      389    Bridgeview, IL         0
Continental Teves                 800    Southfield, MI         0
Dana Corporation                  803    Southfield, MI         0
Decision One Corporation         1700    Houston, TX            0
Delage Landen                    1602    Sherman, TX        1,577
Delphi                            798    Southfield, MI         0
Delphi                            797    Southfield, MI         0
Drake Communications             1605    Sherman, TX        2,128
Dun & Bradstreet Software        1701    Pleasanton, CA         0
Getrag Corporation                890    Greenwood, SC          0
Gila River Telecommunications    1023    Chandler, AZ       1,197
Hastech                           806    Southfield, MI         0
Honda of America                  804    Southfield, MI         0
Honda of America/Team Indust.     879    Greenwood, SC          0
Houghton                         1285    Trentwood, WA          0
IDG/B&J Industrial Supply Co.    1290    Trentwood, WA          0
IMSAMET                          1894    Los Angeles, CA   25,646
IAM Local Lodge 10               2357    Bellwood, VA           0
IAM District 776                 2356    Sherman, TX            0
Iron Mountain                    1896    Los Angeles, CA    2,159
Jobscope Software                 906    Bellwood, VA      12,800
Local 786                        2366    Bridgeview, IL         0
Local 986                        2359    Los Angeles, CA        0
Lone Butte Industrial            1022    Chandler, AZ       5,073
Main Steel Polishing Co. Inc.    1204    Trentwood, WA          0
NEC Financial Services            842    Greenwood, SC      2,442
Oracle Corporation               1697    Spokane, WA            0
Orient Overseas Cont. Line       1315    Trentwood, WA          0
Port of Benton                    970    Richland, WA       3,331
Praxair                          1366    Trentwood, WA      8,230
Praxair                          1367    Trentwood, WA     18,994
Reliance-AMI                     1958    Trentwood, WA          0
Reliance-AMI                     1957    Trentwood, WA          0
Rush Truck Leasing               1910    Los Angeles, CA        0
Rush Truck Leasing               1911    Los Angeles, CA        0
Santown Limited Partnership       386    Los Angeles, CA        0
Signode Corporation              1281    Trentwood, WA      1,682
Southern California Edison       1918    Los Angeles, CA        0
Southwest Gas Corporation        1020    Chandler, AZ           0
Spicer Driveshaft Inc.            886    Greenwood, SC          0
TRW                               796    Southfield, MI         0
U.S. Bancorp Oliver-Allen Tech    410    Bellwood, VA           0
United Steelworkers              2361    Trentwood, WA          0
United Steelworkers (London)     2364    Ontario, Canada        0
United Steelworkers Local 338    2365    Spokane, WA            0
United Steelworkers Local 338    2363    Trentwood, WA          0
United Steelworkers Local 341    2362    Newark, OH             0
United Steelworkers Local 4788   2360    Tulsa, OK              0
United Steelworkers Local 440    2358    Bellwood, VA           0
USL Capital                       408    Greenwood, SC          0
Verizon                           913    Bellwood, VA           0
Waste of Mgmt. Of Oklahoma       2189    Tulsa, OK              0
Worldcom                          730    Southfield, MI         0
ZF Lemforder Corporation          885    Greenwood, SC          0

Any party that disputes the assumption, assumption and assignment
of a contract or lease, or the proposed cure amount is required to
file with the Bankruptcy Court and serve on counsel to the
Reorganized Debtors a written objection not later than August 4,
2006.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading    
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.  
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 101;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KINGSTON SYSTEMS: Hansen Barnett Raises Going Concern Doubt
-----------------------------------------------------------
Hansen, Barnett & Maxwell expressed substantial doubt about
Kingston Systems Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended March 31, 2006 and 2005.  The auditing firm pointed to the
Company's incurred losses and current ratio deficits.

Kingston Systems's balance sheet at March 31, 2006 showed  
total shareholders' deficit of $1,114,101 resulting from
$689,249 in total assets and $1,803,350 in total liabilities.

The Company's balance sheet also showed strained liquidity with
$465,983 in total current assets and $1,685,566 in total current
liabilities.

For the year ended March 31, 2006, the Company reported net loss
of $1,844,396 from $630,575 in revenues.

A full-text copy of the Company's financial report for the year
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df4

Based in Hampton, New Hampshire, Kingston Systems Inc. operated a
proprietary recovery system that reclaimed paper pulp and non-
biodegradable polyethylene from packaging material scrap.  The
Company sold the recovered fiber as substitute for virgin wood
pulp and the reclaimed polyethylene for use in injection molding.  
The Company remained "dormant" until August of 2005, when it
acquired all of the issued and outstanding common stock of
Parallel Robotics Systems Corporation making Robotics a wholly
owned subsidiary.


KL INDUSTRIES: Can Obtain DIP Financing from LaSalle Bank
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois,
Eastern Division, authorized KL Industries, Inc., on a final
basis, to obtain debtor-in-possession financing from LaSalle Bank,
NA, pursuant to Section 364 of the Bankruptcy Code.

LaSalle holds liens on and security interests in substantially all
of the Debtor's assets on account of loans made prior to the
Debtor's bankruptcy filing.  As of May 2, 2006, the Debtor owed
LaSalle approximately $6.1 million with respect to loans made
pursuant to certain prepetition loan documents.

The Debtor is authorized to borrow additional funds from LaSalle
until the aggregate of its prepetition indebtedness and  
postpetition loans reaches approximately $6.5 million.

All postpetition loans will accrue interest at a rate equal to the
Prime Rate, as announced by LaSalle from time to time, plus three
percent.

The DIP Funds will be used to pay payroll and other direct
operating expenses and obtain goods and services needed to carry
on its business.  The Debtor will use the DIP loan proceeds in
accordance with a budget.  A copy of the budget is available for
free at http://researcharchives.com/t/s?dfb

As security for the postpetition loans, the Court grants LaSalle
valid and perfected liens on all of the Debtor's assets, junior
only to other liens that are not subject to avoidance or
subordination and subject a carve-out for fees due to the U.S.
Trustee and to professionals employed by the Debtor and the
Official Committee of Unsecured Creditors.

As adequate protection on account of the prepetition indebtedness,
LaSalle is also granted replacement liens to secure an amount of
prepetition indebtedness equal to the sum of the aggregate amount
of diminution in value of the prepetition collateral.

LaSalle obligations to provide the DIP credit facility will
terminate on the earlier of:

     -- July 31, 2006;

     -- the sale of the Debtor's assets pursuant to Section 363 of
        the Bankruptcy Code;

     -- the effective date any plan of reorganization;

     -- the appointment of a Chapter 11 Trustee or Examiner; or

     -- conversion of the Debtors case into a liquidation
        proceeding under Chapter 7.

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


LAIDLAW INTERNATIONAL: Earns $34.1 Million in Second Quarter 2006
-----------------------------------------------------------------
For the three months ended May 31, 2006, Laidlaw International
Inc. earned $34.1 million from $860.7 million in revenues.

Laidlaw's balance sheet at May 31, 2006 showed $2,950 million in
total assets and $1,312 million in total liabilities resulting to
a total shareholders' equity of $1,637.1 million.

The Company's balance sheet also showed total current assets of
$745.8 million and total current liabilities of $506.4 million.  

A full-text copy of the Company's financial report for the quarter
ended May 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df1

Headquartered in Arlington, Texas, Laidlaw, Inc., nka Laidlaw
International, Inc. (NYSE:LI) -- http://www.laidlaw.com/-- is a  
North American bus operator.  Laidlaw's school buses transport
more than 2 million students daily, and its Transit and
Tour Services division provides daily city transportation through
more than 200 contracts in the US and Canada.  Laidlaw filed for
chapter 11 protection on June 28, 2001 (Bankr. W.D.N.Y. Case No.
01-14099).  Garry M. Graber, Esq., at Hodgson Russ LLP,
represented the Debtors.  Laidlaw International emerged from
bankruptcy on June 23, 2003.

                         *     *     *

As reported in the Troubled Company Reporter on July 11, 2006,
Moody's Investors Service affirmed Laidlaw International Inc.'s
corporate family rating at Ba2 following the Company's
announcement of a $500 million debt-financed share repurchase
program.  Moody's also assigned a Ba2 rating to the Company's new
senior secured term loan.  The rating outlook is stable.


LOS FRAILES: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Los Frailes Services Station Inc.
        P.O. Box 195392
        San Juan, Puerto Rico 00919

Bankruptcy Case No.: 06-02371

Chapter 11 Petition Date: July 19, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Juan A. Santos Berrios, Esq.
                  Juan A. Santos Berrios, P.S.C.
                  P.O. Box 9102
                  Humacao, Puerto Rico 00792-9102
                  Tel: (787) 285-1001

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   Banco Popular de Puerto Rico            $910,000
   P.O. Box 362708
   San Juan, PR 00936-2708

   American Petroleum                       $68,000
   P.O. Box 2529
   Toa Baja, PR 00951-2529

   Aurora Loan Services                     $52,000
   P.O. Box 1706
   Scottsbluff, NE 69363-1706

   Mr. Rosario                              $46,000
   c/o Enrique Reyes Martinez BBA
   P.O. Box 6746
   Bayamon, PR 00960-5746

   JJ Petroleum                             $23,000
   P.O. Box 1916
   Trujillo Alto, PR 00977-1916


LOVESAC CORP: Secured Creditor G&G Says Plan is Unconfirmable
-------------------------------------------------------------
G&G, LLC, one of the secured creditors of The LoveSac Corporation
and its debtor-affiliates, objects to confirmation of the Debtors'
Joint Plan of Liquidation.   

The Debtor owed $2.2 million on account of the G&G loan as of
Jan. 30, 2006.

Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington,
Delaware, tells the Court that the Debtors' Plan has a separate
class of general unsecured claims and for each deficiency claim of
the secured creditors whose liens and priorities were disrupted by
the purported February 2005 merger.  

While the Bankruptcy Code gives debtors some latitude in
classifying claims, so long as dissimilar claims are not placed in
the same class, limits exist, and the Plan's current
classification system is impermissible, Mr. Macauley laments.  

Mr. Macauley points out that the Plan improperly classifies most
of the sale proceeds from the sale of inventory and fails to
allocate value to leases, fixtures, equipment and other assets.  
This improper allocation prevents G&G from receiving the
"indubitable equivalent" of its secured claim.  Rearranging the
value of the assets sold to ensure that no value is allocated to
property in which G&G has a lien is not fair and equitable to G&G,
Mr. Macauley argues.  

The Plan discloses that the Debtors have reached a settlement with
the Series A Investors, which proposes to release any and all
claims the Debtors may have against the Series A Investors in
exchange for a $150,000 payment.  According to Mr. Macauley, the
release of the Series A Investors demonstrates bad faith and
violates the fair and equitable rule.  

The Plan provides that Sac Acquisition LLC, the proposed purchaser
of substantially all of the Debtors' assets will assume the unpaid
professional compensation claims.  Mr. Macauley points out that
this violates Section 1129(a)(1) because it is inconsistent with
Sections 327(a) and 330(a)(2), which provide that fees are paid
from the estate and that the Court can reduce the awards.  Mr.
Macauley asserts that any benefit for reduced awards should accrue
to the estates, not the Purchaser.  

Mr. Macauley adds that the Plan is not feasible because it makes
no provision for what happens in the event that G&G is successful
in an adversary proceeding G&G commenced to have the Court
determine the validity, priority and extent of G&G's lien on the
Debtors' assets.

                       Treatment of Claims

As reported in the Troubled Company Reporter on June 19, 2006,
under the Plan, these claims are entitled to full recovery:

   1. Class 1 Other Priority Claims;
   2. Class 2 Secured Tax Claims;
   3. Class 4-C Secured Claims of Celtic Bank Corp.;
   4. Class 4-F Secured Claims of G&G LLC;
   5. Class 4-G Secured Claims of REM LLC;
   6. Class 4-H Secured Claims of Triple Net Investments; and
   7. Class 4-K Miscellaneous Secured Claims.

Pursuant to an asset purchase agreement, five creditors agreed to
assign any distribution received on their claims to the
liquidating trust for the sole benefit of the Class 5A through 5E
Unsecured Creditors.  These creditors will not receive any
distribution on account of their claims:

   1. Class 4-A Secured Claims of Barfair, Ltd.;

   2. Class 4-B Secured Claims of Brand Equity Ventures II, LP;

   3. Class 4-D Secured Claims of Dinesh Patel;

   4. Class 4-J Secured Claims of Walnut Investment
      Partners, LP; and

   5. Class 4-J Secured Claims of Walnut Private Equity Fund, LP.

The Debtors will surrender a 2003 Ford Econoline Van to Ford
Credit in full satisfaction of Ford Credit's secured claim.

Class 3 DIP Financing Claims will be assumed by the purchaser,
without recourse to the Debtors or the Liquidating Trust.  The
Debtors' estates will have no further liability for the claims
upon assumption.

Holders of these claims will receive a pro rata share of their
claims from 0% to 50%:

   1. Class 5-A General Unsecured Claims;
   2. Class 5-B Deficiency Claim of G&G;
   3. Class 5-C Triple Net Investments Deficiency Claim;
   4. Class 5-D Celtic Bank Deficiency Claims; and
   5. Class 5-E REM Deficiency Claim.

Class 5-F Series A Deficiency Claims and Class 6 Interest Claims
will receive nothing under the Plan.

A full-text copy of LoveSac Corp.'s Chapter 11 Liquidation Plan is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052444  

A Disclosure Statement explaining that Plan is available
for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052013  

The Court will consider confirmation of the plan at 11:30 a.m., on
July 26, 2006.

                  About LoveSac Corporation

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores      
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers 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.


MARKETSHARE TELECOM: Voluntary Chapter 11 Case Summary
------------------------------------------------------
Debtor: MarketShare Telecom, LLC
        2212 Cliffside Drive
        Plano, Texas 75023

Bankruptcy Case No.: 06-41106

Type of Business: The Debtor is a wholesale distributor
                  of telecommunications equipment.
                  See http://www.marketsharetelecom.com/

Chapter 11 Petition Date: July 19, 2006

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Christopher J. Moser, Esq.
                  Quilling, Selander, Cummiskey & Lownds
                  2001 Bryan Street, Suite 1800
                  Dallas, Texas 75201-3005
                  Tel: (214) 871-2100
                  Fax: (214) 871-2111

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

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


MASTERCRAFT INTERIORS: Hires Executive Sounding as Fin'l Advisors
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maryland gave
Mastercraft Interiors Ltd. and Kimels of Rockville Inc. authority
to employ Executive Sounding Board Associates Inc. as financial
advisors.

ESBA is expected to:

   a. assist management in the selection of third parties to
      manage the liquidation of the Debtors' inventory, store
      fixtures, real estate and other assets;

   b. assist management and the Debtors' counsel in the
      preparation for a chapter 11 filing;

   c. assist in the management of the bankruptcy process to
      insure compliance with Court and Office of the U.S. Trustee
      reporting requirements, including the preparation of
      statements of financial affairs, schedules, and monthly
      operating reports;

   d. analyze, review and refine the Debtors' cash flow
      projections;

   e. assist in obtaining DIP financing or the use of cash
      collateral;

   f. interact with other retained professionals and creditors,
      with the approval of the designated officer of Mastercraft,
      as requested; and

   g. participate in court hearings and, if necessary, provide
      expert testimony in connection with any court hearing.

The Debtors want to employ ESBA under a general retainer
because of the extensive services required.  The Debtors disclose
that they have already paid to ESBA a $100,000 advance retainer
for postpetition services.  No details of the Firm's compensation
have been filed with the Court

Neil Gilmour, III, a managing director of ESBA, assured the Court
that the Firm does not hold any interest adverse to the Debtors
and is disinterested as that 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.


MERIDIAN AUTOMOTIVE: Ct. Removes GSC Entities From Adversary Suit
-----------------------------------------------------------------
Judge Walrath of the U.S. Bankruptcy Court for the District of
Delaware grants the Official Committee of Unsecured Creditors'
request for the dismissal of the GSC Entities.  The GSC Entities
are removed from the Avoidance Action, without prejudice.

The Committee and Defendants GSC Recovery II. L.P. and GSC
Recovery IIA, L.P., asked the Court to dismiss the GSC Entities
from the adversary proceeding without prejudice.

The GSC Entities had advised the Committee that they no longer
hold any position and do not assert any interest in the Debtors'
assets with respect to either the First Lien Facility or the
Second Lien Facility.

The Parties stipulate that the GSC Entities will represent that:

   (a) their economic interest in the First Lien Facility was
       terminated in connection with the sale of interests before
       May 25, 2006; and

   (b) they never held any position in the Second Lien Facility.

The Parties further agree the GSC Entities will be dismissed from
the Avoidance Action, without prejudice, subject to certain
conditions.

         Committee Seeks to Strike First American's Brief

Don A. Beskrone, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, relates that the Court established in a scheduling
order that as the First Lien Agent, Credit Suisse Cayman Islands
Branch's reply brief regarding its Summary Judgment Motion and
its answering brief to the Cross Motion of the Official Committee
of Unsecured Creditors should be filed and served no later than
June 9, 2006.

Mr. Beskrone notes that the Scheduling Order did not reference
First American Title Insurance Company nor does it authorize
First American to file any pleading in connection with the Motion
or the Cross-Motion.

Nonetheless, First American filed its brief, claiming sole
responsibility for any modifications made to the First Lien
Termination Statement and rejecting any suggestion that it was
otherwise authorized to modify the UCC filing, Mr. Beskrone
informs the Court.

Accordingly, the Committee asks the Court to strike First
American's Brief because it was:

   (1) not authorized;
   (2) not timely filed; and
   (3) duplicative of the arguments of the First Lien Agent.

                     First American Talks Back

First American maintains that it is a party to, and is entitled
to participate meaningfully in, the litigation.

Neil B. Glassman, Esq., at the Bayard Firm, in Wilmington,
Delaware argues that despite not being referenced in the
Scheduling Order, First American is entitled to assert any
defenses that Credit Suisse has against the Committee's claims
pursuant to Rule 14(a) of the Federal Rules of Civil Procedure.

Civil Rule 14(a) made applicable pursuant to Rule 7014 of the
Federal Rules of Bankruptcy Procedure provides, inter alia, that
a third-party defendant may assert against the plaintiff any
defenses, which that third-party has to the plaintiff's claim.

Mr. Glassman asserts that the Scheduling Order does not limit in
any way First American's right to file a dispositive motion or
joinder.  First American does not need prior authorization from
the Court to assert its defenses by motion, joinder or otherwise.

If the Court deems that First American is subject to the
Scheduling Order, Mr. Glassman contends that First American's
Brief is timely filed because the Aug. 9, 2006, deadline to file
case dispositive motions has been stayed pursuant to the
Scheduling Order.

Moreover, the Committee will not suffer any prejudice if the
Brief is permitted by the Court, Mr. Glassman maintains.  On the
contrary, First American would suffer significant prejudice of
the Joinder is stricken for it will be denied the opportunity to
participate meaningfully in the resolution of the issues raised
in the Summary Judgment Motion and the Cross Motion.

The Brief is in the interests of judicial economy, Mr. Glass
says.  It is the most efficient means for First American to
participate in the resolution of common issues in the litigation.

Accordingly, First American asks the Court to allow its Brief.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: GECC Wants to Repossess Leased Equipment
-------------------------------------------------------------
General Electric Capital Corporation asks the U.S. Bankruptcy
Court for the District of Delaware to:

   (a) terminate automatic stay under Section 362 of the
       Bankruptcy Code as to GECC and the Leased Equipment; and

   (b) permit it to exercise and enforce the terms and conditions
       of the Equipment Lease Documents and applicable law to
       reduce Meridian Automotive Systems, Inc., and its
       debtor-affiliates' indebtedness, including, without
       limitation:

          -- obtaining immediate possession of the Leased
             Equipment;

          -- selling the Leased Equipment; or

          -- re-leasing the Leased Equipment.

Meridian Automotive Systems, Inc., and General Electric Capital
Corporation signed a master lease agreement dated Aug. 1, 1997,
and Equipment Schedule No. 005 dated Sept. 30, 1998.

Under the agreement, GECC is leasing to the Debtors flax and
polypropylene blending and web forming system, and various related
parts and accessories.

The Equipment Lease Documents provide that:

   -- the Debtors will make certain monthly payments to GECC; and

   -- on Sept. 15, 1997, the Debtors will either return or
      purchase the Leased Equipment under certain terms and
      conditions.

GECC contends that the Debtors failed to comply with the
provisions of the Equipment Lease.

Louis J. Ebert, Esq., at Gebhardt & Smith LLP, in Baltimore,
Maryland, relates that on May 2006, the Debtors ceased all
monthly payments for the Leased Equipment.


Mr. Ebert argues that the Leased Equipment is not necessary for
an effective reorganization of the Debtors.

The value of the Leased Equipment is rapidly depreciating, and
GECC will sustain significant damages and injury unless it is
permitted to obtain immediate possession of the Leased Equipment,
Mr. Ebert asserts.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 33;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MUSICLAND HOLDING: Committee Has Until August 4 to File Claim
-------------------------------------------------------------
Musicland Holding Corp., its debtor-affiliates, the Official
Committee of Unsecured Creditors and the Secured Trade Creditors
stipulate that the Creditors Committee's time to file any claim
against the Secured Trade Creditors under the DIP Order is further
extended until Aug. 4, 2006.

The Creditors Committee reserves the right to seek the U.S.
Bankruptcy Court for the Southern District of New York's
permission for examination of the Secured Trade Creditors,
provided that the Informal Committee of Secured Trade Vendors'
rights to object to the examination of its members are reserved.

The Court approves the parties' Stipulation.

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)


NAT'L DATACOMPUTER: March 31 Balance Sheet Upside-Down by $4.7MM
----------------------------------------------------------------
Worldwater & Power, Corp, incurred a $57,473 net loss on $771,537
of revenues for the three months ended March 31, 2006.  This
compares to a $108,378 net loss on $802,877 of revenues for the
period ended March 31, 2005.

At March 31, 2006, the Company's balance sheet showed $620,636 in
total assets, $4,072,721 convertible preferred stock and
$1,315,334 in total liabilities resulting in a $4,767,419
stockholders' deficit.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?d8a

                        Going Concern Doubt

Carlin, Charron & Rosen, L.L.P., in Westborough, Massachusetts,
raised substantial doubt about National Datacomputer's Inability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring operating
losses and incurred $19.2 million accumulated deficit.

                     About National Datacomputer

Based in Delaware, National Datacomputer, Inc., manufactures and
sells inventory software used to collect and process product
information.  


NATIONSRENT COS: Sells Assets to Sunbelt Rentals for $1.05 Billion
------------------------------------------------------------------
Sunbelt Rentals, Inc., a subsidiary of Ashtead Group plc, will
acquire NationsRent Companies, Inc. in a transaction valued at
approximately $1.05 billion.  Following the closing of the
transaction, it is expected that the combined company will rank as
the third largest U.S. equipment rental company by 2005 revenues,
with 477 locations in 35 states, employing approximately 7,000
associates.

"NationsRent is a high quality company which, like Sunbelt, has an
attractive and significant exposure to the growing non-residential
construction market in the US," George Burnett, Chief Executive
Officer of Ashtead, said.  "The merger of NationsRent with Sunbelt
uniquely creates a chain of 477 outlets with minimal overlap and
accelerates our 'clustering' strategy that has delivered
consistent profitable growth over the past few years.  NationsRent
and Sunbelt have similar rental fleets both in age and in mix and
through the combination of these businesses we believe we will
enjoy benefits of scale in both customer service and buying power.  
The acquisition represents the latest step in Ashtead's
development and provides the Company with an excellent opportunity
to create additional shareholder value."

"This transaction with Sunbelt represents an excellent opportunity
for our employees and stockholders," Jeff Putman, Chief Executive
Officer of NationsRent, said.  "The NationsRent employees will be
joining a company that is performing at the top of our industry
with strong revenue and operating cash flow growth.  With limited
geographic overlap, this combination will allow the NationsRent
employees to continue to serve our customers and provide an
opportunity for career growth in one of the largest most
successful companies in our industry.  For the stockholders of
NationsRent, the transaction will allow them to realize an
attractive return generated by the growth of the company over the
past three years."

"NationsRent's board of directors, after a careful review of the
transaction, unanimously voted in favor of the merger. I sincerely
appreciate the confidence our stockholders have shown in our
management and employees over the past three years," Mr. Putman
added.

"We are excited to announce the proposed merger of Sunbelt and
NationsRent," Chief Executive Officer and President of Sunbelt,
Cliff Miller, said.  "This will bring together two well-known
brands and two well-respected companies that share a very strong
focus on customer satisfaction.  It is fitting that the primary
beneficiaries of this combination will be the customers of Sunbelt
and NationsRent as well as employees who have worked so hard to
build both organizations."

Mr. Miller added, "This transaction will immediately extend the
reach of the combined companies to eight additional states.  Since
there are very few overlapping branch locations, there will be
plenty of growth opportunities for branch network employees of
both companies as the combined company works to serve its expanded
customer base.  The two companies also have very different
specialty operations, which are complementary rather than
redundant, such as NationsRent's Lowe's retail-based program and
its expanding dealership network along with Sunbelt's pump, power
and scaffolding operations.  By adding NationsRent's relatively
new rental fleet to Sunbelt's already significant investment in
fleet, the combined company will feature a rental fleet base of
$2.2 billion of original cost."

                    Terms of the Transaction

   1) Merger Consideration

The aggregate consideration payable at closing for the outstanding
shares of NationsRent common stock is $495 million in cash, less
transaction expenses incurred by NationsRent.  In addition to this
cash consideration at closing, NationsRent common stockholders may
receive additional payments from a $28 million escrow amount
remaining after settlement of any indemnification claims, the
remainder of a $5 million reserve account established to cover the
costs of any disputed claims, and a "common stock deferred
payment" of up to $89 million.  The earliest date funds may begin
to be released to stockholders from the escrow account will be six
months following the closing date.

The common stock deferred payment is payable in full if Ashtead's
share price equals or exceeds 140% of an agreed upon "reference
price" of 223.5 pence, adjusted for the dilutive effect of
Ashtead's proposed rights offering.   Payments may be earned in
installments of approximately $5 million for each percentage point
of appreciation above the reference price between 122.2% and 140%.
The period in which the common stock deferred payment could be
paid will last until the third anniversary of the closing date of
the merger, and payments, if any, would be made on a quarterly
basis.

Each outstanding share of NationsRent preferred stock will entitle
the holder to receive $1,000, the liquidation preference, for an
aggregate of $72 million.

In addition, pursuant to the transaction, Sunbelt will assume all
of NationsRent's outstanding indebtedness.

   2) Conditions to Closing

The consummation of the merger is subject, among other things, to
approval by the Ashtead shareholders, and the consummation of
certain financing arrangements, including a rights offering.  
Other conditions to closing include the consummation of
NationsRent bond tenders and consent solicitations and the
expiration or the early termination of the applicable waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act.
    
Simultaneously with the execution of the merger agreement, a
majority of the stockholders of NationsRent approved the merger.

The transaction is expected to close on or about Aug. 31, 2006.

Stroock & Stroock & Lavan LLP acted as legal counsel to
NationsRent with respect to the negotiation of the merger
agreement and the other transactions.  Skadden, Arps, Slate,
Meagher & Flom LLP acted as legal counsel to Ashtead and Sunbelt
with respect to the negotiation of the merger agreement and other
transactions.

Jefferies & Company, Inc. acted as financial advisor to
NationsRent with respect to the merger transactions.  UBS
Investment Bank and JPMorgan Cazenove acted as financial advisors
to Ashtead and Sunbelt with respect to the merger transactions.

             Tender Offers and Consent Solicitations

In connection with the merger, NationsRent will commence an offer
to purchase for cash any and all of its outstanding 9-1/2% Senior
Notes due May 1, 2015 in an aggregate principal amount of
$150 million and 9-1/2% Senior Secured Notes due Oct. 15, 2010 in
an aggregate principal amount of $250 million.  In connection with
the offers, holders of the 2015 Notes are being solicited to
provide consents to certain amendments to the indenture for the
2015 Notes that would eliminate most of the restrictive covenants
and events of default contained in the indenture, and holders of
the 2010 Notes are being solicited to provide consent to amend the
satisfaction and discharge section of the indenture for the 2010
Notes.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 31, 2006, and the offer will expire at 5:00 p.m.,
New York City time, on Aug. 29, 2006, in each case unless extended
by NationsRent.

Completion of the offers and consent solicitations is subject to
the satisfaction of certain conditions, including, but not limited
to, receipt of valid tenders and consents from at least a majority
in principal amount of each series of outstanding Notes and the
consummation of the merger and the other transactions contemplated
by the merger agreement.

As described in more detail in the offer to purchase and consent
solicitation statement that will be distributed to holders of the
Notes promptly, the total consideration for each $1,000 principal
amount of Notes validly tendered and accepted for purchase will be
calculated, in accordance with standard market practice, based
upon a fixed spread of 50 basis points over the bid side yield on
the 3.875% U.S. Treasury Note due May 15, 2010, in the case of the
2015 Notes, and the 4.250% U.S. Treasury Note due Oct. 31, 2007,
in the case of the 2010 Notes.  The foregoing total consideration
for the Notes includes a consent payment equal to $30 per $1,000
principal amount of Notes tendered.  Holders must validly tender
their Notes on or before the Consent Deadline in order to be
eligible to receive the total consideration.  Holders who validly
tender their Notes after the Consent Deadline and before the
expiration of the offer will only be eligible to receive an amount
equal to the total consideration minus the consent payment.  
Additionally, holders whose Notes are purchased pursuant to the
offer will receive any accrued but unpaid interest up to, but not
including, the payment date for the Notes.

The dealer managers for the offer are Jefferies & Company, Inc.
(800-801-1081) and Citigroup Global Markets Inc. (800-558-3745).  
The depositary for the offer is Wilmington Trust Company.
    
Noteholders with questions or who would like additional copies of
the offer documents may call the information agent, Innisfree M&A
Incorporated, toll-free at (888) 750-5834.  (Banks and brokers may
call collect at (212) 750-5833.)

                          About Ashtead

Ashtead Group -- http://www.ashtead-group.com/-- based in the  
U.K. together with its U.S. subsidiary, Sunbelt Rentals, provides
equipment rental services.  The company is publicly traded on the
London Stock Exchange.

                          About Sunbelt

Headquartered in Charlotte, North Carolina, Sunbelt Rentals --
http://www.sunbeltrentals.com/-- provides equipment rental  
solutions for the industrial, construction, and municipal markets,
plus the DIY markets, from its network of 209 branches in 26
states.  Its extensive equipment fleet includes a wide range of
general construction and industrial equipment, and is further
broadened by specialty businesses serving the Pump, Power, Trench
Shoring and Scaffold markets.


                        About NationsRent

Headquartered in Fort Lauderdale, Florida, NationsRent Companies
-- http://www.nationsrent.com/-- specializes in rentals and also  
sells new and used equipment with related merchandise, parts and
supplies, and provides maintenance and repair services.  
NationsRent offers a broad range of high- quality construction
equipment with a focus on superior customer service at affordable
prices with convenient locations in major metropolitan markets
throughout the United States.

                          *     *     *

NationsRent Companies' 9-1/2% Senior Unsecured Notes due 2015
carry Moody's Investors Service's Caa1 rating and Standard &
Poor's B- rating.


NAVIGATORS GROUP: S&P Rates $300 Million Multipurpose Shelf at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior debt, 'BBB-' subordinated debt, and 'BB+' preferred stock
ratings to Navigators Group Inc.'s (NASDAQ:NAVG; BBB/Stable/--)
$300 million multipurpose shelf.

This shelf consists of $125 million of unused funds from its
previous shelf and $175 million under the current one.  Standard &
Poor's does not expect any new issuance of securities in the
foreseeable future.

"The ratings reflect NAVG's strong competitive position in the
marine insurance market, very strong capitalization, strong
operating performance, and strong financial flexibility," said
Standard & Poor's credit analyst Taoufik Gharib.

"Partially offsetting these positive factors are the company's
extensive reliance on reinsurance, a significant exposure to
catastrophe risk, and the implementation risk associated with its
diversification strategy."

NAVG generated very strong operating performance in the first
quarter of 2006, benefiting from the hardening market in its
marine business.  Its pretax operating income increased to $24
million as of March 31, 2006, compared with $14 million in the
prior period.  Similarly, over the same period, its combined
ratio improved to 89.6% from 92.9%.


NORTEL NETWORKS: Forms Strategic Alliance with Microsoft Corp.
--------------------------------------------------------------
The convergence of the communications and IT industries took a
significant step forward as Microsoft Corp. and Nortel Networks
Corp. reported a strategic alliance based on a shared vision for
unified communications.  By engaging the companies at the
technology, marketing and business levels, the alliance will allow
both companies to drive new growth opportunities and has the
potential to ultimately transform businesses communications,
reducing costs and complexity and improving productivity for
customers.

By combining Nortel's network quality and reliability with
Microsoft(R) software's ease of use, the alliance will accelerate
the availability of unified communications -- an industry concept
that uses advanced technologies to break down today's device- and
network-centric silos of communication (such as e-mail, instant
messaging, telephony and multimedia conferencing) and makes it
easy and efficient for workers to reach colleagues, partners and
customers with the devices and applications they use most.

Taking a decisive step further, Nortel and Microsoft will
transition traditional business phone systems into software, with
a Microsoft unified communications software platform and Nortel
software products to provide further advanced telephony
functionality.  This software-centric approach will provide the
easiest transition path for businesses, helping enable them to
reduce the total cost of ownership and better protect current and
future investments.  It will also more quickly enable the creation
of new, innovative applications.

"Nortel and Microsoft have each led fundamental transformations in
their own market -- Nortel's digital innovation and Microsoft's
software on every desktop," said Mike Zafirovski, president and
CEO of Nortel. "By combining our unique strengths, Microsoft and
Nortel will accelerate the delivery of unified communications --
delivering to our customers a higher-quality user experience, with
greater reliability and lower total cost of ownership.  That's
where we can make a real difference."

"We are investing together because the communications industry is
at an inflection point," said Steve Ballmer, CEO of Microsoft.  
"We will have deep collaboration in product development with
Nortel, allowing us to rapidly deliver high-quality, highly
reliable solutions that will support mission-critical
communications.  The opportunity for our customers is fantastic.  
We will enable them to realize tremendous economic and business
benefits from unified communications."

"This is a gutsy play for Nortel -- accelerating the move of our
voice technology into software and working with the world's
software leader as part of our broader business strategy to
transform the company into a software and services leader," Mr.
Zafirovski said.  "From this transaction, we believe we can
capture well beyond $1 billion in new revenue, ramping up with
increased momentum through 2009 via professional services, voice
products and applications, as well as data pull-through in the
enterprise."

"Unified communications will drive the next major advance in
individual, team and organizational productivity in today's 24x7,
always-connected and increasingly mobile work environment," said
Jeff Raikes, president of the Business Division at Microsoft.  
"Our software-based approach puts people at the center of
communications through a single identity across e-mail, voice
mail, voice over Internet protocol call processing, instant
messaging and video, and intuitively embeds communications
capabilities into people's everyday work processes, including the
Microsoft Office system and third-party software applications."

                   Components of the Agreement

   1) Strategic alliance

      * The companies will enter into a four-year alliance
        agreement, with provisions for its extension.

      * Nortel will be Microsoft's strategic partner for advanced
        unified communications solutions and systems integration.

      * The two companies will form the Innovative Communications
        Alliance --http://www.innovativecommunicationsalliance.com
        -- as a go-to-market vehicle.

      * Microsoft and Nortel will deploy the other's technologies
        in their enterprise networks.

   2) Solutions and systems integration
          
      * Nortel becomes a strategic systems integration partner for
        the advanced unified communications solution.

      * Nortel believes it can capture substantial new revenue
        through service offerings such as convergence planning,
        integration, optimization, monitoring and managed
        services.

   3) Joint product development

      * Nortel and Microsoft will form joint teams to collaborate
        on product development that spans enterprise, mobile and
        wireline carrier solutions.

      * The two companies will cross-license intellectual
        property.

      * Nortel and Microsoft will engage in early-stage
        integration and testing.

      * Nortel will deliver solutions that complement Microsoft's
        unified communications platform, including enterprise
        contact center applications, mission-critical telephony
        functions, advanced mobility capabilities and data
        networking infrastructure.

   4) Go-to-market initiatives

      * Microsoft and Nortel will jointly sell the advanced
        unified communications solution and integration services.  
        The plan is to develop a training and incentive program
        for the companies' sales teams.

      * Both companies will invest substantial resources in         
        marketing, business development and delivery.

      * Microsoft and Nortel will build a joint channel ecosystem
        using both companies' systems integrator, reseller, and
        service provider relationships.

      * The two companies will develop a series of compelling
        solutions for a range of customers, including small and
        medium-sized business, large corporations and service
        providers.

                         About Microsoft

Headquartered in Redmond, Washington, Microsoft Corp. (Nasdaq:
MSFT) provides software, services and solutions that help people
and businesses realize their full potential.

                      About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- is a recognized leader   
in delivering communications capabilities that enhance the human
experience, ignite and power global commerce, and secure and
protect the world's most critical information.  Serving both
service provider and enterprise customers, Nortel delivers
innovative technology solutions encompassing end-to-end broadband,
Voice over IP, multimedia services and applications, and wireless
broadband designed to help people solve the world's greatest
challenges.  Nortel does business in more than 150 countries.

                           *     *     *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed $2 billion senior
note issue; downgraded the $200 million 6.875% Senior Notes due
2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and
assigned its 'B-' senior unsecured debt rating to the company's
proposed $2 billion notes.  The outlook is stable.


NORTHWEST AIRLINES: Refinances Bank Obligations to Reduce Costs
---------------------------------------------------------------
Northwest Airlines filed documents with the U.S. Bankruptcy Court
for the Southern District of New York related to the refinancing
of some of its existing bank obligations.

The agreement will allow Northwest to refinance $1.125 billion of
existing bank obligations at more favorable terms and provide
access to $250 million in incremental liquidity.  In addition, the
airline is seeking Court approval, as part of the agreement, to
allow this new facility to be converted to permanent exit
financing, securing part of the debt financing the company will
need to emerge from Chapter 11 reorganization.

The availability of this facility to the company is subject to
certain legal and financial requirements, including Bankruptcy
Court approval and finalized and fully implemented permanent labor
cost savings.  To secure exit financing, in addition to court
approval of the new facility agreement and realization of needed
labor cost savings, the company must obtain a satisfactory
resolution of its pension funding obligations and maintain minimum
liquidity as part of an overall plan of reorganization.

"Since beginning its restructuring last September, Northwest has
remained focused on its plan to realize $2.5 billion in annual
business improvements in order to return the airline to
profitability on a sustained basis," Neal Cohen, executive vice
president and chief financial officer, said.  "This restructuring
plan is centered on three goals: resizing and optimization of the
airline's fleet to better serve Northwest's markets; realizing
competitive labor and non-labor costs; and restructuring and
recapitalization of the airline's balance sheet."

"This proposed financing will allow Northwest to make additional
progress on its goal of restructuring and recapitalizing its
balance sheet by lowering its costs and improving the company's
long-term liquidity."

                    About Northwest Airlines

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


OCA INC: Hawaii Unit Files Schedules of Assets and Liabilities
--------------------------------------------------------------
Orthodontic Centers of Hawaii, Inc, Oca, Inc.'s debtor-affiliate,
delivered to the U.S. Bankruptcy Court for the Eastern District of
Louisiana its schedules of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property                 
  B. Personal Property         
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                 $92,255,022
  E. Creditors Holding
     Unsecured Priority Claims                          
  F. Creditors Holding                              
     Unsecured Nonpriority
     Claims
                                        ---         -----------
     Total                               $0         $92,255,022

A copy of the 22-page document containing the schedules is
available for free at http://ResearchArchives.com/t/s?e12

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 debtor-affiliates 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.


OWENS CORNING: Confirmation Hearing Scheduled for September 18
--------------------------------------------------------------
The Honorable Judith K. Fitzgerald will commence a hearing to
consider confirmation of the Revised Sixth Amended Plan at
9:00 a.m. prevailing Eastern Time, on Sept. 18, 2006.  The
Confirmation Hearing may be continued from time to time by the
Court or the Debtors without further notice except an announcement
made at the Hearing.

Parties-in-interest have until 4:00 p.m., prevailing Eastern
Time, on Sept. 1, 2006, to file objections to the confirmation of
the Plan.  Confirmation Objections must:

   -- be in writing;

   -- state with particularity the basis and nature of the claim
      or interest;

   -- state with particularity the basis and nature of each    
      objection to confirmation of the Plan or proposed
      modification to the Plan; and

   -- be filed, together with proof of service, with the Court
      and served so that they are received no later than the
      Confirmation Objection Deadline by the:

         * Office of the Clerk
           U.S. Bankruptcy Court for the District of Delaware
           824 Market Street, Third Floor
           Wilmington, Delaware, DE 19801;

         * co-counsel to the Debtors:
  
              Saul Ewing LLP
              222 Delaware Avenue
              P.O. Box 1266
              Wilmington, DE 19899
              Attn: Norman L. Pernick, Esq.;
  
              Saul Ewing LLP
              Lockwood Place
              500 E. Pratt Street
              Baltimore, MD 21202-3171
              Attn: Jay A. Shulman, Esq.; and

              Sidley Austin LLP
              One South Dearborn Street
              Chicago, IL 60603
              Attn: Larry J. Nyhan, Esq.
                    James F. Conlan, Esq. and
                    Jeffrey C. Steen, Esq.;
  
         * counsel to the Official Committee of Asbestos
           Creditors:
  
              Caplin & Drysdale Chartered
              375 Park Avenue, 35th Floor
              New York, NY 10152-3500
              Attn: Elihu Inselbuch, Esq.;
  
              Campbell & Levine, LLC
              800 King Street, Suite 300
              Wilmington, DE 19801
              Attn: Marla Eskin, Esq.;

         * counsel to James J. McMonagle, Legal Representative
           for Future Claimants:
  
              Kaye Scholer LLP
              425 Park Avenue
              New York, NY 10022
              Attn: Andrew A. Kress, Esq.; and

              Young, Conaway, Stargatt & Taylor, LLP
              The Brandywine Building
              1000 West Street, 17th Floor
              P.O. Box 391
              Wilmington, DE 19899-0391
              Attn: James L. Patton, Esq.; and

         * Office of the United States Trustee
           J. Caleb Boggs Federal Building, 2nd Floor
           844 King Street
           Wilmington, DE 19801
           Attn: David M. Klauder, Esq.

All discovery relating to Plan confirmation will be completed by
Aug. 31, 2006.

Judge Fitzgerald sets the deadline for submitting:

   -- ballots or master ballots with respect to the Revised Sixth
      Amended Plan at 4:00 p.m., prevailing Eastern Time, on
      Sept. 1, 2006;

   -- reports tabulating votes with respect to the Plan, with the
      exception of Classes A7, I7 and B8, on Sept. 11, 2006; and

   -- reports tabulating votes with respect to Classes A7, I7 and
      B8, on Sept. 15, 2006.

Since the filing of the Revised Sixth Amended Plan and Disclosure
Statement, the Debtors added minor modifications to the Plan
documents, including:

   -- revision of estimated recovery of certain claims and
      interests; and

   -- modifications that address objections to the Disclosure
      Statement, including:

         * sections entitled Baron & Budd Administrative Deposits
           and NSP Administrative Deposits, which now provides
           that Administrative Deposits and Investment Proceeds
           will be distributed by Depository Law Firms upon
           delivery of the appropriate releases;

         * additional language that provides for the reservation
           of rights of Century Indemnity Company, Central
           National Insurance Company of Omaha and Pacific
           Employers Insurance Company;

         * additional language that states that attorneys' fees
           of the Successor Trustee are to be paid if Class A11
           Claims (and consequently MIPS holders) are entitled to
           Distribution;

         * additional language that provide for the payment of
           postpetition interest on allowed unsecured claims;
           and

         * modified language stating that the percentage of stock
           that would go to Class A11 under the FAIR Act scenario
           is increased so that MIPS holders alone would receive    
           5.5%.

Judge Fitzgerald further authorizes the Debtors to make
nonsubstantive changes to the Disclosure Statement, the Plan and
related documents without further Court authorization.

A full-text copy of the Debtors' Revised Sixth Amended Chapter 11
Plan as further modified on July 10, 2006, is available for free
at http://ResearchArchives.com/t/s?e0d

A full-text copy of the Debtors' Revised Sixth Amended Disclosure
Statement as further modified on July 10, 2006, is available for
free at http://ResearchArchives.com/t/s?e0e

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--    
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


OWENS CORNING: Wants Okay on Century Indemnity, et al. Settlement
-----------------------------------------------------------------
Owens Corning and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of Delaware to approve a settlement
agreement between Owens Corning, on one hand, and Century
Indemnity Company, Central National Insurance Company of Omaha and
Pacific Employers Insurance Company, on the other.

Over the past 20 years, Owens Corning's liability insurers,
including the Century Parties, have paid more than $2 billion
toward the settlement and defense of asbestos claims.

Owens Corning and the Century Parties are among the parties to
the Wellington Agreement pursuant to which they agreed on a
framework by which disputes relating to coverage for asbestos-
related claims would be resolved.

By the mid-1990s, Owens Corning had consumed the products limits
of all of its insurance policies issued by subscribing insurers
to the Wellington Agreement.  The Century Parties assert that,
because of their prior products payments, all applicable limits
of the excess liability policies issued by the Century Parties
have been fully exhausted.

                      Parties' Disputes

Owens Corning and the Century Parties disagree with respect to
whether, and the extent to which, the Century Parties have
further coverage obligations to Owens Corning.

Owens Corning contends that the Century Parties continue to have
coverage obligations with respect to asbestos-related non-
products claims notwithstanding the exhaustion of the policies'
products limits.  The Century Parties argue that the alleged non-
products claims are subject to the policy limits that have
already been exhausted.

Owens Corning has initiated two alternative dispute resolution
proceedings against one or more of the Century Parties pursuant
to the Wellington Agreement, by which Owens Corning sought
coverage for non-products claims.  The first proceeding was
initiated on June 2, 2000, and is pending in the proceeding phase
before Judge John A. Reed, Jr.  The second proceeding was
initiated on April 18, 2006, and is pending in the negotiation
phase before Dean Edward Dauer.

Owens Corning and the Century Parties also dispute whether Owens
Corning is obligated to pay certain interest amounts to the
Century Parties pursuant to the Wellington Agreement as a result
of the timing of the products payments made by the Century
Parties prior to the mid-1990s.  An alternative dispute
resolution was initiated by the Century Parties against Owens
Corning on April 30, 1996, which was pending in the negotiation
phase before Dean John D. Feerick when it entered a period of
dormancy -- the Interest ADR.  The Century Parties subsequently
filed a proof of claim in the Debtors' Chapter 11 cases that
advances a similar claim -- the Interest Claim.

On June 23, 2006, Owens Corning and the Century Parties entered
into the Settlement Agreement, which pact encompasses the
parties' dispute concerning coverage for non-products claims, as
well as their dispute concerning any interest obligations under
the Wellington Agreement.

The principal terms of the Settlement Agreement are:

   a. The Century Parties will pay an undisclosed amount in three
      installments to the Asbestos Personal Injury Trust after a
      Final Order is entered confirming the Sixth Amended Plan;

   b. Owens Corning and the Century Parties will release each
      other from:

         -- all claims arising under various policies issued by
            the Century Parties or their related entities to
            Owens Corning, including those policies that are the
            subject of the Non-Products ADRs;

         -- claims to coverage for asbestos-related claims under
            certain other policies issued by the Century Parties
            and their related entities; and

         -- all claims raised in the Interest Claim or relating
            to the Interest ADR;

   c. Key terms, including the payment terms, of the Settlement
      Agreement are contingent upon the entry of a Final Order
      confirming a Plan that includes an injunction pursuant to
      Section 524(g) of the Bankruptcy Code providing specified
      protection to the Century Parties and their related
      entities;

   d. Owens Corning will also use its reasonable best efforts to
      obtain other injunctive protections for the Century Parties
      as part of the Debtors' Plan under Section 105 or
      otherwise;

   e. In the event of entry of a Final Order confirming a Plan
      that does not satisfy the contingencies of the Settlement
      Agreement, the payment, release, injunctive and other
      provisions of the Agreement will become null and void, and
      the Parties and their affiliates will be fully restored to
      their rights and obligations under the policies that are
      the subject of the Settlement Agreement, the Wellington
      Agreement, and otherwise; and

   f. Owens Corning, upon payment of the Settlement Amount, will
      be deemed to have sold its rights, title, and interests in
      certain of the policies to the Century Parties pursuant to
      Section 363(f).

The Debtors assert that the Settlement Amount, and timing of
payment, are reasonable in light of the expenses, delays,
developments, and risks of ongoing coverage proceedings, and the
fact that Owens Corning's demands against the Century Parties
were premised in part on assertions of future payment obligations
by the Century Parties.

Anna P. Engh, Esq., at Covington & Burling, in Washington, D.C.,
notes that Owens Corning has also agreed pursuant to the
Settlement Agreement that Century Indemnity may be afforded the
protections given to other insurers.

Additionally, the Settlement Agreement partially addresses some
issues respecting policies issued by certain of the Century
Entities for periods commencing on or after Jan. 1, 2000.  As
to these Recent Policies, the Settlement includes a release as to
asbestos-related claims.  Otherwise, the Settlement contemplates
that the parties will continue to work in good faith to try to
resolve any claim and Plan-related issues they may have regarding
the Recent Policies.

Ms. Engh clarifies that although working towards resolution is
contemplated by the Settlement Agreement, the Settlement
is an independent, integrated contract, and any agreement
definitively resolving issues relating to the Recent Policies
will proceed separately.

In accordance with the confidentiality provisions of the
Settlement Agreement, the Debtors seek the Court's authority to
file the Settlement Agreement under seal.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--    
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PEP BOYS: Chief Executive Officer Larry Stevenson Resigns
---------------------------------------------------------
The Pep Boys - Manny, Moe & Jack reported the resignation of CEO
and Director Larry Stevenson.  Non-executive Chairman Bill Leonard
was named interim CEO.

Mr. Leonard has served on Pep Boys' Board of Directors since 2002
and as its Chairman since February.  From 1992 through his
retirement in 2004, he served as an officer, and ultimately
President & Chief Executive Officer of ARAMARK Corporation.

"On behalf of the Board, I want to thank Larry for his efforts
during the past three and a half years, particularly in
strengthening our management team and improving our retail
offering," said Mr. Leonard.

He continued, "I look forward to working with our management and
our more than 20,000 associates to realize the potential of the
Pep Boys brand and national footprint."

The Board has appointed a special committee to conduct a search
among internal and external candidates for a permanent CEO.

                          About Pep Boys

Pep Boys (NYSE: PBY) -- http://www.pepboys.com/-- has 593 stores  
and more than 6,000 service bays in 36 states and Puerto Rico.  
Along with its vehicle repair and maintenance capabilities, the
Company also serves the commercial auto parts delivery market and
is one of the leading sellers of replacement tires in the United
States.

                             *  *  *

As reported in the Troubled Company Reporter on Feb. 14, 2006,
Standard & Poor's Ratings Services placed its ratings on Pep Boys-
Manny, Moe & Jack, including its 'B-' corporate credit rating, on
CreditWatch with developing implications.  This action follows the
company's announcement that it has hired Goldman, Sachs & Co. to
explore strategic and financial alternatives.  Standard & Poor's
will monitor developments associated with this process to assess
the implications for the ratings.


PINNACLE ENT: Launches Offer for President Casinos' Issued Notes
----------------------------------------------------------------
Pinnacle Entertainment, Inc. commences a cash tender offer for any
and all of the outstanding 12% Notes due 2001 (Cusip No.
740822AA9) and 13% Senior Exchange Notes due 2001 (Cusip No.
740848AF3) issued by President Casinos, Inc., on the terms and
subject to the conditions set forth in its Offer to Purchase dated
July 19, 2006.

The Tender Offer will expire at 8:00 a.m., New York City Time, on
Aug. 16, 2006, unless extended or earlier terminated.  The Tender
Offer is subject to a number of conditions, including a condition
that AIG Global Investment Corp. and MacKay Shields LLC tender all
Notes held of record, beneficially owned or controlled, either
directly or indirectly, by each of them.  AIG and MacKay have
represented to the Company that together they hold or control over
80% of the original principal amount of the outstanding Notes and
have agreed to tender and not withdraw all Notes that they hold or
control.  Once AIG and MacKay complete the tender of their Notes,
the Company will promptly accept (assuming the conditions to the
Tender Offer are satisfied or waived) and purchase Notes tendered
prior to or on the Early Tender Date.  Notes once tendered may not
be withdrawn.

Holders who validly tender their Notes, either prior to the
Expiration Date or prior to the Early Tender Date, will receive
the purchase price of $809.07 per $1,000 of original principal
amount of the Notes.  The aggregate original principal amount
of the Notes that are currently outstanding is approximately
$75 million.  Due to previous distributions in the bankruptcy
proceedings of President Casinos, Inc. and its affiliates, the
actual claims associated with the Notes are less than the original
principal amount of the outstanding Notes.  The claims associated
with the Notes are believed to be no greater than the Purchase
Price being offered by the Company in the Tender Offer.  The
aggregate Purchase Price under this Tender Offer, assuming that
the Tender Offer is fully subscribed, is $60.7 million.  Payment
for the Notes will be made promptly after the Early Tender Date or
the Expiration Date.

The Company's obligation to accept Notes tendered and to pay the
Purchase Price is subject to a number of conditions, including the
condition relating to the tender of the AIG and MacKay Notes,
which are set forth in the Offer to Purchase and the Letter of
Transmittal for the Tender Offer.

HSBC Bank USA, National Association, is the depositary agent in
connection with the Tender Offer.  D.F. King & Co., Inc. is the
information agent for the Tender Offer.  Requests for copies of
the Offer to Purchase and Letter of Transmittal should be directed
to the information agent at (800) 967-7635.

                     About President Casinos

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  The
Company's balance sheet at Nov. 30, 2005 showed assets totaling
$66,292,000 and debts totaling $75,531,000.

                         About Pinnacle

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos    
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.

                          *     *     *

As reported in the Troubled Company Reporter on May 24, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on Las Vegas-based casino owner and operator Pinnacle
Entertainment Inc. to positive from negative.  

As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service placed the ratings of Pinnacle
Entertainment, Inc. on review for possible upgrade.  Pinnacle
ratings affected include its B2 corporate family rating, B1 senior
secured bank loan rating, and Caa1 senior subordinated debt
rating.

As reported in the Troubled Company Reporter on Mar. 15, 2006,
Fitch Ratings has placed the ratings of Pinnacle Entertainment on
Rating Watch Negative.  The ratings affected include 'B' issuer
default rating; 'BB/RR1' senior secured credit facility rating;
and 'CCC+/RR6' senior subordinated note rating.


PLATFORM LEARNING: Court Gives Interim Nod on Herrick as Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Platform Learning, Inc., on an interim basis, to employ
Herrick, Feinstein LLP as bankruptcy counsel, nunc pro tunc to
June 21, 2006.

As reported in the Troubled Company Reporter on July 13, 2006,
Herrick Feinstein will:

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

   b) take necessary actions to protect and preserve the Debtor's
      estate, including the prosecution and defense of actions
      commenced for or against the Debtor;

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

   d) appear in Court to protect the interests of the Debtor
      before the Court;

   e) attend meetings and negotiations with creditor
      representatives and other parties in interest and advise
      concerning the general conduct of the case;

   f) negotiate and prepare on the Debtor's behalf, plans,
      disclosure statements and all related documents, and take
      any action required on the Debtor's behalf to obtain
      confirmation of its plans; and

   g) perform all other legal services for the Debtor which may be
      necessary and proper in the Debtor's case and its
      proceedings.

In addition, the Firm will to consult with the Debtor in
connection with:

   1) any actual or potential transaction involving the Debtor;
      and

   2) the financial and other business matters relating to the
      ongoing activities of the Debtor.

The Firm will also attend and participate in any of the creditors'
committee hearings.

Eric W. Sleeper, Esq., a member at Herrick Feinstein, tells the
Court that the Firm's professional fees:

            Professional                  Hourly Rate
            ------------                  -----------
            Andrew C. Gold, Esq.             $600
            Eric W. Sleeper, Esq.            $525
            Paul Rubin, Esq.                 $525
            David M. Bass, Esq.              $475
            John M. August, Esq.             $450

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides comprehensive  
supplemental educational services through their Learn-to-Succeed
tutoring program to students attending public schools that are "in
need of improvement."
The Debtor works together with parents, schools, community
organizations, and local educators to implement their research-
based program, which ensures that all children can become
successful students by providing appropriate support, motivation
and curriculum tailored to their individual needs.

The Company filed for chapter 11 protection on June 21, 2006
(Bankr. S.D.N.Y. Case No. 06-11391).  Andrew C. Gold, Esq., Eric
W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John
M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$21,026,148, and total debts of $36,933,490.


PLATFORM LEARNING: Wants Argus Management as Financial Advisor
--------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Argus
Management Corp. as its financial advisor and chief financial
officer, nunc pro tunc to June 21, 2006.

Argus Management will:

   a) render accounting assistance and review cash and other
      projections, reports and statements of receipts,
      disbursements, and indebtedness, and various other
      submissions the Court may require;

   b) manage and oversee the process of securing the Debtor's post
      petition financing;

   c) monitor and assist in the collection of accounts receivable
      and the sale of other assets;

   d) identify and contact potential buyers of the Debtor's
      assets, and assist with due diligence inquiries;

   e) evaluate and discuss offers with Debtor's management and
      legal counsel to purchase and negotiate final and agreeable
      terms and conditions with buyers;

   f) work with creditors' accountants and other financial
      consultants in an effort to reach agreement with respect to
      the final disposition of this case;

   g) provide expert testimony as required; and

   h) assist with other matters as Debtor's management or legal
      counsel and the Firm may agree to from time to time.

Thomas B. Doherty, a member of Argus Management, tells the Court
that the Firm's professionals bill:

             Professional               Hourly Rate
             ------------               -----------
             Thomas B. Doherty             $350
             Lawton Bloom                  $250
             Peter Armanetti               $195
             Sharon Koh                    $185

             Staff and Associates       $150 - $185

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

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides comprehensive  
supplemental educational services through their Learn-to-Succeed
tutoring program to students attending public schools that are "in
need of improvement."  The Debtor works together with parents,
schools, community organizations, and local educators to implement
their research-based program, which ensures that all children can
become successful students by providing appropriate support,
motivation and curriculum tailored to their individual needs.

The Company filed for chapter 11 protection on June 21, 2006
(Bankr. S.D.N.Y. Case No. 06-11391).  Andrew C. Gold, Esq., Eric
W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John
M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$21,026,148, and total debts of $36,933,490.


PLIANT CORP: Asks Court to Approve EPA Settlement Agreement
-----------------------------------------------------------
Pliant Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the District of Delaware for permission to
enter into a Settlement Agreement with the U.S. Environmental
Protection Agency.

                       EPA Investigation

EPA is conducting an ongoing investigation to determine the
parties responsible for leaving several thousand drums containing
varying hazardous and solid wastes at a waste transfer facility
located near Atlanta, Georgia.

To this end, the EPA asked Pliant Corporation and its debtor-
affiliates for information relating to materials that they may
have shipped to the Site.  The Debtors responded to the EPA's
request in June 2005.

The EPA found that before the Debtors filed for bankruptcy, their
Washington, Georgia facility sent numerous containers consisting
of mostly non-hazardous ink waste, ink wastewater, and some waste
oil to the Site.  The EPA identified the Debtors as one of more
than 100 potentially responsible parties for the site
contamination.

Consequently, the Debtors are potentially liable for the clean up
of the Site under the Comprehensive Environmental Response,
Compensation, and Liability Act as provided for in 42 U.S.C.
Section 9607 (2002).

The EPA asserted claims against the PRPs for past and future
costs related to the clean-up of the Site.

                           EPA Settlement

To resolve EPA's Claims, the EPA and the PRPs negotiated an
arm's-length settlement.

Under the Settlement, the EPA will:

   (i) release the Debtors for any potential liability associated
       with past costs it incurred totaling $2,600,000;

  (ii) release the Debtors for any potential liability for 54% of
       the oversight costs that non-participating PRPs may be
       required to pay; and

(iii) provide the Debtors with contribution protection from a
       claim by any party who may be sued by the EPA for the
       costs.

A full-text copy of the Settlement between the PRPs and the EPA
is available for free at http://ResearchArchives.com/t/s?e0f

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP,
in Wilmington, Delaware, notes that if the Settlement is not
approved, the EPA could pursue an enforcement action against the
Debtors based on the provisions of the CERCLA.

"The Debtors desire to resolve the issues raised by EPA in order
to avoid a potential enforcement action and the costs, expenses,
and uncertainty associated with the action," Mr. Brady explains.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PLIANT CORP: Ontario Court Rules Ch. 11 Plan Effective in Canada
----------------------------------------------------------------
RSM Richter, Inc., tells the Ontario Superior Court of Justice -
Commercial List that under the Debtors' Fourth Amended Joint Plan
of Reorganization:

   (i) all known Canadian creditors, employees and retirees are
       classified as Class 6 General Unsecured Creditors; and

  (ii) there may be at least one Canadian holding certain Pliant
       US common stock.

RSM Richter is the information officer of Pliant Corporation of
Canada Ltd., Pliant Packaging of Canada, LLC, and Uniplast
Industries Co.

Richter adds that the Debtors are in the process of finalizing
exit financing arrangements.

Class 6 claims are to be paid in full in the ordinary course and
accordingly, are not impaired, Richter says.  Payment of and
obligations in respect of retiree benefits are also unaffected
and unimpaired.

The Fourth Amended Plan also provides continuance of the Debtors'
obligations under all employment and severance contracts and
policies, and all compensation and benefit plans applicable to
their employees, retirees, and non-employee directors, Richter
assures the Ontario Court.

Stockholder interests are impaired and classified based on the
nature of the stockholdings. Holders of outstanding common stock
and Series A preferred stock will receive shares of New Pliant,
Richter says.

The quantum and class of stock to be received depends on those
currently held.  Holders of outstanding common stock and Series A
preferred stock of Pliant US will receive a combined total of
approximately 70% of the New Common Stock.

Richter relates that the Fourth Amended Plan cannot be
consummated unless and until, inter alia:

   (i) the Confirmation Order confirming the Plan has been
       entered by the United States Bankruptcy Court for the
       District of Delaware;

  (ii) the Confirmation Order has been recognized by the Ontario
       Court; and

(iii) the Exit Facility Credit Agreement and all related
       documents provided for or contemplated in the Agreement
       have been executed and delivered by all parties, and all
       conditions precedent have been satisfied.

Accordingly, Richter asks the Ontario Court to recognize the
order confirming the Debtors' Fourth Amended Plan entered by the
U.S. Bankruptcy Court for the District of Delaware on June 23,
2006.

Richter assures the Ontario Court that sufficient notice was
provided with respect to the Plan and its implication to Canadian
stakeholders, and that it has not received any complaints or
concerns from Canadian creditors or stakeholders regarding the
Plan.

                           Court Order

The Ontario Court entered an order recognizing the U.S. Bankruptcy
Court's June 23, 2006 Confirmation Order.

The Ontario Court rules that the Fourth Amended Plan of
Reorganization will be implemented and effective in Canada.

According to Joseph P. Van Tassel, registrar of the Ontario
Superior Court of Justice, no person or entity will, after the
Effective Date, accelerate, terminate, rescind to perform or
otherwise repudiate its obligations or force or exercise any
rights under or in respect of any obligation or agreement by
reason:

   (a) of any non-compliance with any agreement or any events
       which occurred on or before January 3, 2006 which would
       have entitled any party to enforce those rights or
       remedies all of which defaults or non-compliance will be
       deemed to have been waived;

   (b) of any and all notices of defaults and demands for payment
       under any agreement made on or before January 3, 2006, all
       of which will be deemed to be of no further force and
       effect;

   (c) that Pliant Corporation of Canada, Ltd., Pliant Packaging
       of Canada, LLC, and Uniplast Industries Co. have sought or
       obtained relief under the Companies Creditors Arrangement
       Act, R.S.C. 1985, c.C-36, as amended;

   (d) of the effect on the Companies of the completion of any
       transaction described; or

   (e) of any compromises effective pursuant to the Fourth
       Amended Plan.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PREFERRED VOICE: Philip Vogel Expresses Going Concern Doubt
-----------------------------------------------------------
Philip Vogel & Co. PC expressed substantial doubt about Preferred
Voice Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the years ended
March 31, 2006 and 2005.  The auditing firm pointed to the
Company's recurring losses from operations.

Preferred Voice's balance sheet at March 31, 2006 showed
$1,084,982 in total assets and $980,938 in total liabilities
resulting to a total stockholders' equity of $104,044.

The Company's balance sheet also showed total current assets of
$419,858 and total current liabilities of $290,882.

For the year ended March 31, 2006, the Company reported net loss
of $1,239,731 from $1,188,083 in revenues.

A full-text copy of the Company's financial report for the year
ended March 31, 2006 is available for free at:

               http://researcharchives.com/t/s?df9

Based in Dallas, Texas, Preferred Voice Inc. integrates and
markets services to phone companies, to complement their overall
package of voice services.


PRESIDENT CASINOS: Pinnacle Offers to Buy Back Issued Notes
-----------------------------------------------------------
Pinnacle Entertainment, Inc. commences a cash tender offer for any
and all of the outstanding 12% Notes due 2001 (Cusip No.
740822AA9) and 13% Senior Exchange Notes due 2001 (Cusip No.
740848AF3) issued by President Casinos, Inc., on the terms and
subject to the conditions set forth in its Offer to Purchase dated
July 19, 2006.

The Tender Offer will expire at 8:00 a.m., New York City Time, on
Aug. 16, 2006, unless extended or earlier terminated.  The Tender
Offer is subject to a number of conditions, including a condition
that AIG Global Investment Corp. and MacKay Shields LLC tender all
Notes held of record, beneficially owned or controlled, either
directly or indirectly, by each of them.  AIG and MacKay have
represented to the Company that together they hold or control over
80% of the original principal amount of the outstanding Notes and
have agreed to tender and not withdraw all Notes that they hold or
control.  Once AIG and MacKay complete the tender of their Notes,
the Company will promptly accept (assuming the conditions to the
Tender Offer are satisfied or waived) and purchase Notes tendered
prior to or on the Early Tender Date.  Notes once tendered may not
be withdrawn.

Holders who validly tender their Notes, either prior to the
Expiration Date or prior to the Early Tender Date, will receive
the purchase price of $809.07 per $1,000 of original principal
amount of the Notes.  The aggregate original principal amount
of the Notes that are currently outstanding is approximately
$75 million.  Due to previous distributions in the bankruptcy
proceedings of President Casinos, Inc. and its affiliates, the
actual claims associated with the Notes are less than the original
principal amount of the outstanding Notes.  The claims associated
with the Notes are believed to be no greater than the Purchase
Price being offered by the Company in the Tender Offer.  The
aggregate Purchase Price under this Tender Offer, assuming that
the Tender Offer is fully subscribed, is $60.7 million.  Payment
for the Notes will be made promptly after the Early Tender Date or
the Expiration Date.

The Company's obligation to accept Notes tendered and to pay the
Purchase Price is subject to a number of conditions, including the
condition relating to the tender of the AIG and MacKay Notes,
which are set forth in the Offer to Purchase and the Letter of
Transmittal for the Tender Offer.

HSBC Bank USA, National Association, is the depositary agent in
connection with the Tender Offer.  D.F. King & Co., Inc. is the
information agent for the Tender Offer.  Requests for copies of
the Offer to Purchase and Letter of Transmittal should be directed
to the information agent at (800) 967-7635.

                         About Pinnacle

Headquartered in Las Vegas, Nevada, Pinnacle Entertainment, Inc.
(NYSE: PNK) -- http://www.pnkinc.com/-- owns and operates casinos    
in Nevada, Louisiana, Indiana and Argentina, owns a hotel in
Missouri, receives lease income from two card club casinos in the
Los Angeles metropolitan area, has been licensed to operate a
small casino in the Bahamas, and owns a casino site and has
significant insurance claims related to a hurricane-damaged casino
previously operated in Biloxi, Mississippi.  Pinnacle opened a
major casino resort in Lake Charles, Louisiana in May 2005 and a
new replacement casino in Neuquen, Argentina in July 2005.

                     About President Casinos

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.  The
Company's balance sheet at Nov. 30, 2005 showed assets totaling
$66,292,000 and debts totaling $75,531,000.


QUIGLEY COMPANY: Court Approves Paul Street Employment Agreement
----------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York approved the employment
agreement between Quigley Company, Inc., and Paul A. Street.

Mr. Street has served as the Debtor's president and chairman of
the board of directors since May 2003.  The Debtor and Mr. Street
entered into the Street Agreement in May 2004 for the purpose of
continuing to retain Mr. Street's services as the Debtor prepared
for and then commenced its chapter 11 case.  The Street Agreement
expired on May 10, 2006.

As approved by the Court, the Debtor's board of directors resolved
to extend Mr. Street's retention for an additional one-year term.

During the term, Mr. Street will receive executive annual
compensation of $900,000, with equal monthly installments of
$75,000, payable in advance on the first day of the month for his
services to the Debtor.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.  


QUIGLEY COMPANY: Court Extends Removal Period to October 4
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until Oct. 4, 2006, the period within which Quigley
Company, Inc., can remove civil actions.

Michael L. Cook, Esq., at Schulte Roth & Zabel LLP, informs the
Court that the Debtor has been actively involved in proposing and
soliciting acceptances of a chapter 11 plan and, more recently,
engaging in discovery disputes regarding, and responding to
objections to, the Debtor's proposed procedures for tabulating the
votes on the plan cast by asbestos personal injury claimants.

Mr. Cook believes that the extension will provide the Debtor more
time to review its pending litigation to determine whether it
makes sense to remove some or all of those actions to federal
court.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.  


REFCO INC: Chapter 11 Trustee Inks Settlement Pact with Rogers Raw
------------------------------------------------------------------
An agreement was reached between Marc S. Kirschner, as chapter 11
trustee for Refco Capital Markets, Ltd., and representatives for
Rogers International Raw Materials Fund, L.P. and Rogers Raw
Materials Fund, L.P. that will bring the claims of the two funds
into the settlement agreement reported by Mr. Kirschner on
June 30, 2006.

On Oct. 24, 2005, one week after the Refco chapter 11 filings, the
Rogers Funds filed a complaint in the bankruptcy court seeking a
constructive trust over $364 million in cash and securities that
the funds claimed were wrongfully diverted from Refco, LLC, a once
active commodity broker registered with the CFTC, to RCM, an
unregulated Bermuda unit of Refco, Inc.

The settlement, which involves RCM customers who hold securities
accounts and foreign-exchange accounts, will provide that the
Rogers Funds shall receive the same treatment as the claims of
securities customers at RCM.  Under the settlement, Mr. Kirschner
has said that securities customers would initially recover 70% of
the value of their claims and foreign-exchange customers would
initially recover 26% of the value of their claims.  Future
recoveries would depend on Mr. Kirschner's success at pursuing
claims against other Refco entities and third parties.

Importantly for the Rogers funds, the settlement of the funds'
claims against RCM would be without prejudice to the right of the
funds to assert the full amount of their claims against any other
party, including Refco, LLC, which is in a chapter 7 liquidation
proceeding.  The settlement remains subject to bankruptcy court
approval at a hearing scheduled for Aug. 16, 2006.

"The settlement with RCM is in the best interests of the Rogers
funds and their investors," said Walter T. Price, C.E.O. of
Beeland Management Company, L.L.C., the operator of the two funds.  
"First, it should keep RCM in a chapter 11 proceeding under the
expert guidance of Marc Kirschner, who we fully support as chapter
11 trustee.  Second, it provides for a return of at least 70%,
possibly more, on our claims at RCM.  Finally, it fully preserves
our claims against Refco, LLC, which wrongfully diverted the
funds' cash and securities on the eve of the Refco bankruptcy
filing."

With respect to the Rogers funds' claims against Refco, LLC,
Mr. Price stated that the Rogers funds are willing to sit down
with Albert Togut, the chapter 7 trustee for Refco, LLC, to work
out a resolution of those claims, but are prepared to bring their
claims to trial if no deal can be reached.

On June 30, 2006, Mr. Kirschner announced that he had reached the
settlement agreement between RCM securities and foreign-exchange
customers.  By the terms of the settlement agreement, if the
Rogers funds did not agree to join the settlement within 14 days,
Mr. Kirschner would have been required to promptly file papers
with the bankruptcy court asking that the court convert the RCM
chapter 11 case to a chapter 7 stockbroker liquidation case.  Mr.
Kirschner would still have been able to seek bankruptcy court
approval of the settlement agreement, though there are doubts that
such a settlement could have been approved in a stockbroker
liquidation proceeding.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REVLON CONSUMER: Lender Support Cues Additional $25 Million Add-On
------------------------------------------------------------------
Revlon, Inc., disclosed that due to the positive support from the
lender group, the proposed term loan add-on to Revlon Consumer
Products Corporation's existing $700 million term loan facility
would be increased by an additional $25 million to a total add-on
of $100 million.

As reported in the Troubled Company Reporter on July 14, 2006,
Revlon Consumer sought an amendment to its bank credit agreement,
dated July 9, 2004, that would increase the existing $700 million
term loan facility under the Credit Agreement by $75 million.  The
Company intends to use the net proceeds from the term loan add-on
for general corporate purposes.

The proposed credit agreement amendment is expected to be
consummated in late July 2006, subject to market and other
customary conditions, including receipt of consents from the
appropriate lenders.  There can be no assurances that this
transaction will be consummated.

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).  Revlon Consumer Products Corporation is Revlon,
Inc.'s wholly-owned operating subsidiary.

As reported in the Troubled Company Reporter on July 14, 2006,
Standard & Poor's Ratings Services revised its outlook on New
York-based Revlon Consumer Products Corp. to negative from stable,
following its proposed $75 million add-on term loan, and affirmed
its 'B-' rating and its recovery rating of '2' on Revlon's
existing senior secured term loan facilities that will now total
$775 million.  The 'B-' bank loan rating remains at the same level
as the corporate credit rating; this and the '2' recovery rating
indicate that the secured lenders can expect substantial (80%-
100%) recovery of principal in the event of default.  Net proceeds
from the $75 million add-on term loan will be used for general
corporate purposes.  The bank loan rating and accompanying
analysis are based on preliminary documentation and are subject to
review once final documentation has been received.


RIVERSTONE: Equity Panel Hires Poovayya as Special Counsel
----------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware gave the Official Committee of Equity
Security Holders of Riverstone Networks, Inc., and its debtor-
affiliates, authority to retain Poovayya & Co., as its special
counsel.

The Equity Committee tells the Court that the services of Poovayya
is necessary in order for the Equity Committee to adequately
monitor and assist with matters concerning the Debtors' business
and transfer of business in India.

Poovayya is expected to:

    a. review and analyze documents and issues concerning Indian
       legal matters,

    b. assist in expediting Indian matters, and

    c. provide advice to the Equity Committee concerning all
       issues relating to Indian law.

The Equity Committee says that Anindita Phukan, Esq., a member of
Poovayya, will be the lead counsel and bills $150 per hour.

The Equity Committee assures the Court that Poovayya does not hold
or represent interest adverse to the Debtors' estates.

Based in Santa Clara, California, Riverstone Networks, Inc.
-- http://www.riverstonenet.com/-- provides carrier Ethernet      
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, represents the Official Committee of Unsecured
Creditors.  The firm Brown Rudnick Berlack Israels LLP serves as
counsel to the Official Committee of Equity Security Holders.  As
of Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.  The Plan is scheduled for review
by the Bankruptcy Court in mid-September and distributions to
creditors and stockholders are expected to be made by the end of
September.


SAINT VINCENTS: Aptium Can File Claims Until August 31
------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Aptium W. New York, Inc., Saint
Vincents Catholic Medical Centers of New York and its debtor-
affiliates agree to further extend Aptium's time to file a claim
against the Debtors through Aug. 31, 2006.

Aptium, formerly known as Comprehensive Cancer Care Corporation of
New York, Inc., and Saint Vincent Catholic Medical Centers entered
into a Second Amended and Restated Consulting and Administrative
Services Agreement dated as of April 11, 1996, whereby Aptium
provides development, consulting, and administrative and other
services to SVCMC with respect to the operation of SVCMC's
outpatient cancer center.

The parties further entered into an integrated sublease dated
Jan. 27, 1997, whereby Aptium subleases space for the cancer
center to SVCMC.

To secure the payment of fees due to Aptium under the Services
Agreement, SVCMC granted to Aptium a security interest in these
collateral:

   (i) all Program Revenue;

  (ii) accounts receivable, contract rights, rights to receive
       payment, claims, entitlements, and other rights which are
       a part of, which arise out of, or which result from the
       Program Revenue; and

(iii) any related proceeds.

Aptium filed a UCC-1 Financing Statement with the New York
Department of State on June 12, 2003, to evidence its liens and
security interests in the Aptium Prepetition Collateral.

As of July 5, 2005, Aptium's Prepetition Liens extended to, and
covered, the Aptium Prepetition Collateral.  The actual value of
Aptium's Prepetition Lien will depend on the extent to which the
Aptium Prepetition Collateral is actually collected postpetition.

The parties are in negotiations concerning an amendment of the
Services Agreement and changes in its interpretation and
Implementation.

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)


SEA CONTAINERS: Closes $585 Million Silja Sale to Tallink Grupp
---------------------------------------------------------------
Sea Containers Ltd. has completed the sale of its Baltic ferry
subsidiary Silja Oy Ab to Estonian ferry operator AS Tallink
Grupp.

The sale was subject to receipt of regulatory approvals from
Finnish, Swedish and Estonian competition authorities, all of
which have been granted.  

The consideration for the sale of Silja's core business is
$563 million and five million ordinary shares in Tallink,
equivalent to $22 million.  Corporate approval was given by
Tallink shareholders at an EGM on June 22, 2006.

The transaction does not include Silja's fast ferry services from
Helsinki, Finland to Tallinn, Estonia and the two SuperSeaCat
ferries, which will be retained by Sea Containers and operated as
a stand-alone business under the SuperSeaCat brand name.

The sale of Silja will be used to pay approximately $503 million
related bank debt.

                        About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--   
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

                            *   *   *

In June 2006, Moody's Investors Service downgraded the senior
unsecured ratings and confirmed the senior secured rating of Sea
Containers -- Senior Unsecured to Caa3, Senior Secured at B3. The
outlook is negative.

The downgrades were due to the increased probability of a payment
default following Sea Containers' disclosure that it is unable to
confirm whether it will pay the $115 million principal amount of
10-3/4% senior unsecured notes due October 2006.

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services lowered its ratings on Sea
Containers, including lowering the corporate credit rating to
'CCC-' from 'CCC+'.  All ratings remain on CreditWatch with
negative implications.
     
The rating action followed the company's announcement that it is
continuing to evaluate a range of strategic and financial
alternatives, including the "appropriate level of debt capacity,
with the intent to engage the public note holders and other
stakeholders."


SECUNDA INT'L: Prices $125 Million Senior Notes Tender Offer
------------------------------------------------------------
Secunda International Limited declares certain pricing terms of
its tender offer and consent solicitation for any and all of its
Senior Secured Floating Rate Notes due 2012 (CUSIP No. 81370FAB4)
under the Offer to Purchase and Consent Solicitation Statement
dated June 27, 2006.  As of 5:00 p.m., New York City time, on
July 12, 2006, tenders and consents had been received from holders
of $125 million in aggregate principal amount of the Notes,
representing 100% of the outstanding Notes.

The "Tender Offer Yield" is 5.658%, which was determined by
reference to a fixed spread of 50 basis points over the yield of
the 2-3/8% U.S. Treasury Note due Aug. 31, 2006, calculated at
2:00 p.m., New York City time, on July 14, 2006.  Based on the
currently estimated initial settlement date, which is July 20,
2006, and the interest rate for the next interest period, which
is 13.50688%, the total consideration for each $1,000 principal
amount of Notes validly tendered and not withdrawn prior to the
Consent Time of July 12, 2006 would be $1,048.64, which includes a
consent payment of $30 per $1,000 principal amount of Notes.  
Holders whose Notes were validly tendered and not withdrawn on or
before the Consent Time and are accepted for purchase by Secunda
International will receive accrued and unpaid interest on the
Notes up to, but not including, the initial settlement date for
the Offer, which will be after the Consent Time but no earlier
than July 20, 2006, as specified by the company.

The tender offer remains open and is scheduled to expire at 5:00
p.m., New York City time, on July 28, 2006, unless extended or
earlier terminated.  The Offer is subject to the satisfaction of
certain conditions, including:

   -- the receipt of tenders from holders of a majority in
      principal amount of the outstanding Notes;

   -- entering into a new credit facility or another financing
      vehicle that provides the company with sufficient cash to
      fund the tender offer and consent solicitation;

   -- the successful pricing of the initial public offering of
      the company's common shares in Canada; and

   -- satisfaction of customary conditions.

The complete terms and conditions of the Offer are described in
the Offer to Purchase, copies of which may be obtained by
contacting the information agent for the offer at:

             D.F. King and Co., Inc.,
             Tel: (212) 269-5550 (collect)
                  (800) 758-5378 (U.S. toll-free)

Additional information concerning the tender offer and consent
solicitation may be obtained by contacting the exclusive dealer
manager and solicitation agent for the tender offer and consent
solicitation at:

             Banc of America Securities LLC
             High Yield Special Products
             Tel: (212) 847-5836 (collect)
                  (888) 292- 0070 (U.S. toll-free)

The supplemental indenture effecting the proposed amendments to
the indenture governing the Notes will be executed promptly.
The proposed amendments, however, will become operative only
when the Company pursuant to the terms of the Offer accepts the
validly tendered Notes for purchase.  In accordance with the
terms of the Offer, tendered Notes may no longer be withdrawn
and delivered consents may not be revoked, unless the company
makes a material change to the terms of the Offer or is
otherwise required by law to permit withdrawal or revocation.

                 About Secunda International

Based in Nova Scotia, Canada, Secunda International Limited --
http://www.secunda.com/--provides supply and support services to  
the offshore oil and gas industry internationally.  The Company
currently owns and operates a fleet of 14 harsh-weather,
multifunctional marine vessels that provide supply, support and
safety services to offshore exploration, development, production
and subsea construction projects.

                        *     *     *

As reported in the Troubled Company Reporter on June 29, 2006,
Standard & Poor's Ratings Services held its 'B-' long-term
corporate credit and senior secured debt ratings on offshore
support vessel provider Secunda International Inc. on CreditWatch
with positive implications, where they were placed Sept. 29, 2005.


SILICON GRAPHICS: Court Approves Stipulation Modifying Stay
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the stipulation between Silicon Graphics, Inc., its
debtor-affiliates and Christie Digital Systems USA, Inc.

As reported in the Troubled Company Reporter on July 13, 2006, the
Parties stipulated that:

    -- the automatic stay was modified solely to permit Christie
       Digital to serve a notice of non-renewal of the Master
       Subcontract Agreement.  The provisions prohibiting Christie
       Digital to collect, assess, or recover any prepetition
       claim from the Debtors or the Debtors' estates will remain
       in full force and effect;

    -- the terms of the Subcontracts remained in full force and\
       each party remains fully obligated to complete all of its
       obligations as and when due under the Subcontracts and
       obligations under the Master Agreement that survive its
       expiration;

    -- notwithstanding the date on which the stipulation became a
       final order:

       (a) Christie Digital's Motion will be deemed a timely,
           sufficient and proper notice to the Debtors of its
           intention not to extend the Master Agreement beyond the
           July 31, 2006 expiration date; and

       (b) the Master Agreement will not be, and is not, extended
           past the Expiration Date.

As reported in the Troubled Company Reporter on June 26, 2006,
Christie Digital asked the Court to lift the automatic stay to
exercise its contractually protected right to confirm that it has
elected not to renew the Master Agreement by providing a written
notice required by the Master Agreement.

In March 2005, Christie Digital and the Debtors entered into a
Master Subcontract Agreement, which provides basic, general terms
for future projects that the parties might, in the future,
consider entering into together.

Under the projects, the Debtors were the prime subcontractor and
Christie Digital was a secondary subcontractor.

Edward H. Tillinghast, III, Esq., at Sheppard, Mullin, Richter &
Hampton LLP, in New York, related that the Master Agreement did
not require Christie Digital or the Debtors to enter into any
subcontracts with each other.  The Master Agreement itself was not
a contract for any specific project.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: LSI Logic, et al.'s Demands Return of All Goods
-----------------------------------------------------------------
LSI Logic Corporation, Engenio Information Technologies, Inc.,
Engenio Information Technologies Europe Limited, and their
subsidiaries and affiliated entities, delivered goods to Silicon
Graphics, Inc.

In accordance with the Uniform Commercial Code and Section 546(c)
of the Bankruptcy Code, LSI demands immediate return of all goods
received by Silicon Graphics, Inc., and its debtor-affiliates
within the 45 days preceding the bankruptcy filing.

According to Thomas M. Gaa, Esq., at Balson, Bergen & Schwab, in
Palo Alto, California, the Debtors are:

    -- instructed to immediately make an inventory of the Goods;

    -- keep the Goods segregated from all other inventory,
       machinery and equipment; and

    -- not permitted to use, sell, encumber or transfer the Goods
       to any other party.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 11; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SPECIALTYCHEM PRODUCTS: Committee Wants Brennan Steil as Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of SpecialtyChem
Products, Corp., asks from the U.S Bankruptcy Court for the
Eastern District of Wisconsin to employ Brennan, Steil and
Basting, S.C., as its bankruptcy counsel, nunc pro tunc to
June 12, 2006

Brennan Steil will:

     a) consult with the Debtor's professionals concerning the
        administration of this Case;

     b) prepare and review pleadings, motions and correspondence;

     c) appear and involve in proceedings before the Court;

     d) provide legal counsel to the Committed in its       
        investigation of the acts, conduct, assets, liabilities,
        and financial condition of the Debtor, the operation of
        the Debtor's business, and any other matters relevant to
        this Case;

     e) analyze the Debtor's proposed use of cash collateral and
        debtor-in-possession financing;

     f) advise the Committee with respect to its rights, duties
        and powers in this Case;

     g) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiating with creditors;

     h) assist with the Committee's investigation of the acts,
        conduct assets, liabilities and financial condition of
        the Debtor and of the operation of the Debtor's business
        and any other matters relevant to this Case;

     i) assist and advise the Committee in its analysis of
        and negotiations with the Debtor or any third party
        concerning matters related to, among other things, the
        terms of a sale, plan of reorganization of other
        conclusion of this Case;
  
     j) assist and advise the Committee as to its communications
        to the general creditor body regarding significant
        matters in this Case;

     k) assist the Committee in determining a course of action
        that best serves the interest of the unsecured creditors;
        and

     l) perform other legal services as may be required under the
        circumstances of this Case and are deemed to be in the
        interests of the Committee in accordance with the
        Committee's powers and duties as set forth in the
        Bankruptcy Code.

The Committee discloses that it has also filed a request to retain
Greenberg Traurig, L.L.P., as co-counsel.

Claire Ann Resop, Esq., a shareholder at Brennan Steil, tells the
Court that she will bill $250 per hour for this engagement.  Ms.
Resop discloses that the other professionals who will render
services bill:

           Professional                    Hourly Rate
           -------------                   -----------
           Matthew M. Beier, Esq.             $230
           Eliza M. Reyes, Esq.               $200
           Jean M. Steele                     $110

Ms. Besop assures the Court that the Firm does not hold any
interest adverse to the Debtors, its creditors or estate and is a
"disinterested person" as that term is defined in Section 101(14)
of the Bankruptcy Code.

Ms. Resop can be reached at:

      Claire Ann Resop, Esq.
      Brennan, Steil & Basting, S.C.
      One E. Milwaukee Street P.O. Box 1148
      Janesville, Wisconsin 53547-1148
      Tel: (608) 756-4141
      Fax: (608)756-9000
      http://www.brennansteil.com/
      
Headquartered in Marinette, Wisconsin, SpecilatyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of 10 million to $50 million.


SPECIALTYCHEM: Has Until Today to File Statements and Schedules
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Wisconsin
gave SpecialtyChem Products Corp., until, July 21, 2006, to file
its Statement of Financial Affairs and Schedules of Assets and
Liabilities.

The Debtor and its professional advisors are working to prepare
the Statements and Schedules to accurately reflect the financial
circumstances of the Debtor when it filed for bankruptcy.  

The Debtor says that its management and other personnel spent
some time preparing for the filing of this case, other vital
concerns, such as engaging in negotiations with lenders,
exploring long term strategic alternatives to restructuring
and attending to the demanding daily duties of conducting
business, have engulfed the Debtor's employees and resources.

According to the Debtor, the information needed to complete the
statements and schedules have to be gathered from operations
located in Marinette, Wisconsin and must be reviewed by its
professionals prior to completion.

                      About SpecialtyChem

Headquartered in Marinette, Wisconsin, SpecilatyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006
(Bankr. E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel,
Esq., Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey &
Kahn, S.C., represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts of 10 million to $50 million.


STEELCASE INC: Moody's Affirms Ba1 Rating with Positive Outlook
---------------------------------------------------------------
Moody's Investors Service affirmed Steelcase's Ba1 rating with a
positive outlook.

Steelcase's ratings reflect Steelcase's

    * vulnerability to cyclical end-markets, particularly the
      financial sector;

    * excess manufacturing overhead;

    * lack of consistent profitability, especially in its
      International segment; and

    * exposure to volatile input costs.

Steelcase's ratings also reflect its widely recognized brand name
and reputation for quality office furnishings in an industry with
considerable barriers to entry, the company's highly diversified
installed customer base of major national and multinational
corporations, progress in reducing its cost structure, and its
significant free cash flow generating capability.

Over the next 12-18 months, Moody's could upgrade Steelcase's Ba1
rating if it becomes evident the company will achieve and sustain
operating margins in the high single digits, maintain debt-to-
EBITDA of under 2 times, 25% retained cash flow to total debt, 15%
free cash flow-to-total debt and 5 times EBIT interest coverage.

Moody's previous rating action on Steelcase was on Jan. 26, 2006
when the company's rating outlook was changed to positive from
stable.

Steelcase Inc., based in Grand Rapids, Michigan, is the world's
largest supplier of office furniture with LTM May 2006 revenues of
$2.9 billion.


TD AMERITRADE: Earns $140 Million in Third Quarter of 2006
----------------------------------------------------------
Increased interest rates, spreads and client cash balances have
helped TD AMERITRADE Holding Corporation close the books on a
record third quarter, furthering its long-term growth strategy as
asset-based revenues close in on 60% for the first time.

Results for the quarter ended June 30, 2006, are further
illustrated by:

   -- Record net income of $140 million;

   -- Record pre-tax income of $233 million;

   -- Record operating margin of $288 million, or 53%;

   -- Record EBITDA of $287 million, or 53%;

   -- Record net revenues of $540 million;

   -- Average client trades per day of approximately 253,000;

   -- Annualized return on equity of 36% for the quarter;

   -- Client assets of approximately $255.3 billion, including
      $37.5 billion of client cash and money market funds;

   -- Liquid assets of $421 million; cash and cash equivalents of
      $395 million;

   -- 128,000 new accounts at an average cost of $432 per account,
      59,000 closed accounts, 6,139,000 Total Accounts,
      3,260,000 Qualified Accounts; and

   -- Average client margin balances of approximately
      $7.9 billion.  On June 30, 2006, client margin balances were
      approximately $7.8 billion.

"Despite a decline in investor activity in June, we realized a
record quarter, thanks in part to an increase in asset-based
revenues," Joe Moglia, chief executive officer, said.

"We continue to focus on completing the TD Waterhouse integration
and positioning TD AMERITRADE for growth in the long-term investor
segment," Moglia continued.

"Over the next year, we expect the investments we are making in
our technology, value propositions and brand to deliver results
that will enhance our growth and strengthen our market position
going into 2008."

TD AMERITRADE Holding Corporation (NASDAQ:AMTD) --
http://www.amtd.com/-- through its brokerage subsidiaries,  
provides a dynamic balance of investment products and services
that furthers the Independent Spirit of individual investors.  The
Company's full spectrum of services include a leading active
trader program and long-term investor solutions, including a
national branch system, as well as relationships with one of the
largest networks of independent registered investment advisors.  

                           *     *     *

TD AMERITRADE Holding Corporation's bank loan carries Moody's Ba1
rating and Fitch's BB rating.  Standard and Poor's also rated the
Company's long-term issuer credit at BB.


TITAN GLOBAL: Losses Continue in Quarter Ended May 31
-----------------------------------------------------
Titan Global Holdings, Inc.'s net loss increased by $634,000 from
a net loss of $3,570,000 in the three months ended May 31, 2005,
to a net loss of $4,204,000 in the three months ended May 31,
2006.  The increase in the net loss resulted primarily from
interest expense in the Company's printed circuit board division
and the acquisition of Oblio Telecom Inc.

Net sales increased by $24,298,000 or 532% from $4,571,000 in the
three months ended May 31, 2005 to $28,869,000 in the three months
ended May 31, 2006.  This increase resulted primarily from
revenues of $23,416,000 generated by the newly acquired Oblio
division.

At May 31, 2006, the Company's balance sheet showed total assets
of $46,945,000 and total liabilities of $54,586,000, resulting in
a stockholders' deficit of $7,641,000.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?e03

                    Laurus Technical Default

As of May 31, 2006, Titan Global had $3,066,000 in term notes
payable classified as current liabilities, and $4,000,000 in a
revolving credit facility with Laurus Master Funds.  Additionally,
the Company has recorded beneficial conversion features of
$2,283,000 as of May 31, 2006 associated with the term notes
payable and revolving credit facility.

The Company was in technical default of its Laurus agreement
during the quarter ended Feb. 28, 2006 due to the untimely filing
of registration statements.  The Company has not received a notice
of default from Laurus and Laurus has chosen not to assess
liquidated damages penalties.  The Company expects to rectify this
technical default by filing a registration statement.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2006, Wolf
& Company, P.C., in Boston, Massachusetts, raised substantial
doubt about Titan Global Holdings, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the fiscal year ended Aug. 31, 2005.  The auditor
pointed to the Company's significant operating losses, high debt
levels, defaults on debt covenants, and negative working capital.

Headquartered in Salt Lake City, Utah, Titan Global Holdings, Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates   
through three divisions: Oblio Telecom, Inc., Titan PCB East, Inc.
and Titan PCB West, Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.  
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.  


TOWER AUTOMOTIVE: Inks Tentative Contract Agreements with Unions
----------------------------------------------------------------
Tower Automotive disclosed tentative contract agreements with the
United Auto Workers union and the United Steelworkers union
covering approximately 2,100 Tower employees.  The agreements are
subject to ratification by both unions' affected memberships, and
they also must be approved by the U.S. Bankruptcy Court overseeing
Tower's Chapter 11 case.  Details of the agreements will be
released after the ratification process is completed.

"These agreements are a major step toward assuring Tower's future
as a profitable, competitive automotive supplier," Kathleen
Ligocki, president and chief executive officer of Tower, said.  
"While the issues addressed in the negotiations were challenging,
all parties worked hard to achieve a negotiated settlement that
provides cost savings critical to Tower's reorganization plan.  
These agreements with the United Auto Workers and the United
Steelworkers of America demonstrate the commitment of our active
union membership to Tower's future and complement agreements
already reached with our Milwaukee unions and retirees.  Assuming
these agreements are ratified by the union memberships and
approved by the Bankruptcy Court, we will be one major step closer
to the completion of our reorganization plan and our emergence
from Chapter 11 later this year.  I want to thank our Tower
colleagues for all their hard work and dedication that have been
so important to our reorganization process."

Bill Pumphrey, Tower's president of North American Operations,
welcomed the tentative agreements as a key step in finalizing
Tower's post-bankruptcy manufacturing structure.  "Achieving
settlements with the UAW and USW means that our labor costs going
forward are clearly defined.  This is an important factor in
serving our current customers and planning for new business, and
it also assures our customers that we will be able to meet their
needs by delivering quality products on time, now and in the
future."

                     About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
(OTC Bulletin Board: TWRAQ.PK) -- http://www.towerautomotive.com/
-- is a global designer and producer of vehicle structural
components and assemblies used by every major automotive original
equipment manufacturer, including BMW, DaimlerChrysler, Fiat,
Ford, GM, Honda, Hyundai/Kia, Nissan, Toyota, Volkswagen and
Volvo.  Products include body structures and assemblies, lower
vehicle frames and structures, chassis modules and systems, and
suspension components.  The Company and 25 of its debtor-
affiliates filed voluntary chapter 11 petitions on Feb. 2, 2005
(Bankr. S.D.N.Y. Case No. 05-10576 through 05-10601).  James H.M.
Sprayregen, Esq., Ryan B. Bennett, Esq., Anup Sathy, Esq., Jason
D. Horwitz, Esq., and Ross M. Kwasteniet, Esq., at Kirkland &
Ellis, LLP, represent the Debtors in their restructuring efforts.  
Ira S. Dizengoff, Esq., at Akin Gump Strauss Hauer & Feld LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$787,948,000 in total assets and $1,306,949,000 in total debts.


TRI-CONTINENTAL EXCHANGE: Chapter 15 Petition Summary
-----------------------------------------------------
Petitioner: Malcolm Butterfield
            Saint Vincent and the Grenadines

   Debtors                    Case No.    Judge
   -------                    --------    -----
   Tri-Continental            06-22652    Christopher M. Klein
   Exchange Ltd.
   c/o Michael Tagg
   KPMG Financial Adv. Services
   Crown House 4, Par la Ville Road
   Hamilton, Bermuda

   Combined Services Ltd.     06-22655    Thomas Holman

   Alternative Market         06-22657    Michael S. McManus
   Exchange Ltd.

Type of Business: The Debtors sell auto insurance policies and
                  underwrites related insurance products.

                  In January 2006, Nationwide Mutual Insurance
                  Company sued the Debtors for trademark
                  infringement and dilution.  The U.S. District
                  Court for the Central District of California
                  found out that the Debtors were using the
                  Nationwide name to sell insurance policies to
                  customers.  None of the Debtors were affiliated
                  with the company.  Nationwide asserts that the
                  Debtors claimed to be "administrators of a pool
                  of insurers", of which Nationwide is a member.

                  Subsequently, the Court granted Nationwide a
                  preliminary injunction against the Debtors.  
                  Furthermore, the company and several state
                  authorities have issued cease and desist orders
                  against the Debtors.

Chapter 15 Petition Date: July 20, 2006

Court: Eastern District of California (Sacramento)

Petitioner's Counsel: Forrest B. Lammiman, Esq.
                      Lord Bissell & Brook LLP
                      111 South Wacker Drive
                      Chicago, Illinois 60606-4410
                      Tel: (312) 443-0700

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million


TRISTAR HOTELS: Section 341(a) Meeting Scheduled for July 25
------------------------------------------------------------
The United States Trustee for Region 17 rescheduled the meeting of
Tristar Hotels and Investments, LLC's creditors to 11:30 a.m., on
July 25, 2006, at Room 130 of the U.S. Federal Building, 280 South
First Street, in San Jose, California.  This is the first meeting
of creditors required under 11 U.S.C. Sec. 341(a) in all
bankruptcy cases after a debtor is converted to a chapter 7
proceeding.

A meeting of creditors was held at 10:00 a.m. on July 11, 2006,
but the Debtor failed to attend.

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 Mountain View, California, Tristar Hotels and
Investments, LLC, filed for chapter 11 protection on Sept. 13,
2005 (Bankr. N.D. Calif. Case No. 05-55789).  Steven J. Sibley,
Esq., at the Law Offices of DiNapoli and Sibley represented the
Debtor.  When the Debtor filed for protection from its creditors,
it listed estimated assets and debts of $10 million to
$50 million.  

On May 16, 2006, the Court converted the Debtor's case to a
chapter 7 proceeding and appointed Carol Wu as the Debtor's
Chapter 7 Trustee.  The law firm of Wendel, Rosen, Black & Dean
LLP represents the Chapter 7 Trustee.


USG CORP: Appellate Court Overturns Tort Suit Against US Gypsum
---------------------------------------------------------------
The Court of Appeal of California, Second District, Division
Eight, reversed a lower court decision dismissing a tort suit
against United States Gypsum Company and certain employees.  
U.S. Gypsum Company is an USG Corporation debtor-affiliate.

John Singleton, a maintenance mechanic at U.S. Gypsum's Torrance
plant in California, filed an action before the Superior Court of
Los Angeles, alleging sex discrimination and harassment in
violation of the Fair Employment and Housing Act.

Mr. Singleton was terminated in December 2002 for making
threatening statements.  According to written statements by his
co-employees, Mr. Singleton said he would bring a gun and shoot
people he did not like.

Mr. Singleton had complained to his supervisors that two co-
workers were attacking his sexual identity, calling him "Sing-a-
ling" as reference to a homosexual character in a movie.  Mr.
Singleton said that, as a result of those comments and taunting,
work became a "living hell," and his performance was adversely
affected.

In his suit, Mr. Singleton asserted that U.S. Gypsum failed to
take reasonable steps to prevent sex discrimination and
harassment.  He said the company had unlawfully retaliated
against him for his opposition to these acts.

The trial court did not find merit in Mr. Singleton's arguments
and granted U.S. Gypsum's motion for summary judgment.  The trial
court found that U.S. Gypsum had made a prima facie showing that
Mr. Singleton's employment was terminated for a legitimate, non-
discriminatory reason.  The trial court also held that no sexual
harassment had taken place.

The Appellate Court, in setting aside the trial court ruling,
holds that there are triable issues of material fact whether Mr.
Singleton was subjected to sexual harassment in violation of
FEHA.

According to the Appellate Court, whether (i) Mr. Singleton was
sexually harassed and (ii) his supervisors knew or should have
known of the harassment and failed to take immediate and
appropriate action depends on the resolution of multiple
questions of fact.  Mr. Singleton, the Appellate Court says, has
shown that there are facts to support his claim that he was
sexually harassed, that he reported the harassment to his
supervisors, and that no action was taken to correct and
eliminate the harassment.

The trial court erred in disregarding the bulk of Mr. Singleton's
testimony, the Appellate Court rules.

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


USP DOMESTIC: S&P Rates $400 Million Revolving Loan at BB-
----------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating
to USP Domestic Holdings Inc.'s bank facility, including the
company's existing (but previously unrated) $200 million revolving
credit facility and a new $200 million term loan.  The 'BB-' loan
rating is at the same level as the corporate credit rating on
Dallas, Texas-based parent company United Surgical Partners
International Inc.

At the same time, Standard & Poor's affirmed its existing ratings
on United Surgical, including the 'BB-' corporate credit rating.
The rating outlook is stable.

"The rating on United Surgical continues to reflect the company's
narrow operating focus as an owner and operator of surgical
facilities, and its aggressive growth strategy and third-party
reimbursement risks," said Standard & Poor's credit analyst David
Peknay.

Its recent acquisition of Surgis Inc. indicates its aggressive
growth strategy, which is still appropriate for the existing
rating category.  Attractive industry demand characteristics,
disciplined operating performance, and a diverse payor base
partially mitigate these risks.

As of March 31, 2006, United Surgical operated or owned interests
in 128 surgical facilities in the U.S. and the U.K.  These
facilities predominantly handle high volumes of profitable
outpatient surgery, including high numbers of orthopedic and pain
management cases.  About 68 facilities are run in partnership with
multiple health care system partners.  The company has grown
rapidly through acquisitions, new facilities, and joint ventures.

Although United Surgical's growth prospects look favorable as a
result of new partnerships, new centers, and higher same-facility
volumes as centers mature, the 'BB-' rating is underpinned by the
company's focus on a single business.  The reliance on one area
for its revenues leaves United Surgical exposed to potential
regulatory, reimbursement, and technology changes in the
outpatient surgery field.


VARIG S.A.: Sold to Volo do Brasil for $600 Million
---------------------------------------------------
VARIG S.A. was sold to Volo do Brasil for more than $600,000,000
at an auction Thursday, averting a liquidation of the airline's
assets.

Volo will pay in cash BRL277,000,000 -- $127,000,000 -- for
VARIG's operating assets and invest up to $485,000,000 based on a
timetable contained in a business plan.  Volo must pay a
$75,000,000 deposit by July 24, 2006, the Associated Press
reports.

Volo emerged the lone bidder at the auction scheduled by Judge
Luiz Roberto Ayoub of the 8th District Bankruptcy Court in Brazil.  
According to AP, no other party was willing to advance $24,000,000
to take part in the auction.

Volo will acquire, among others:

   -- the rights under VARIG's lease agreements for 30 aircraft;
   -- airport slots;
   -- certain receivables;
   -- property and rights related to VARIG's Smiles program;
   -- rights to software necessary to the airline's operation;
   -- VARIG's crew training center;
   -- the VARIG brand name; and
   -- other contracts necessary to the airline's operation.

Volo will assume VARIG's obligations relating to the aircraft
lease agreements; certain transportation; and the Smiles program.

Volo will satisfy a portion of VARIG's more than BRL7 billion --
$3 billion -- of debt with BRL100,000,000 of 10-year bonds.  Volo
will give creditors an option to receive cash instead of bonds.

Leasing companies and other key creditors of VARIG initially
rejected Volo's offer at a creditors' meeting.  The creditors said
the proposal was not enough to pay for the airline's debts.

Representatives of VARIG workers and pensioners, and principal
government creditors have agreed to accept Volo's offer.

Volo and the airline's unions challenged the voting results and
asked the Brazilian Court for a recount.  According to Reuters
Marcelo Bottini, VARIG's chief executive officer, 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.

On Tuesday, Judge Ayoub invalidated votes cast by 17 parties,
including 16 entities affiliated with General Electric Co.  Judge
Ayoub said those votes don't count because the parties sold their
debt in June, Bloomberg News says.

Bloomberg writer Romina Nicaretta relates that Volo has enhanced
its offer after Deloitte Touche Tohmatsu, the Court-appointed
judicial administrator of VARIG, reported to the Brazilian Court
earlier this month that creditors would be better off if the
airline is liquidated

Volo, which recently purchased VARIG's cargo unit, VARIG Logistica
S.A., is partially controlled by U.S. investment fund
MatlinPatterson Global Advisors.

                         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.


VENETO LLC: Inks Financing to Complete Condo Project in Calif.
--------------------------------------------------------------
Veneto LLC will get the financing it needs within the next three
weeks to complete a condominium project, David Elman of The
Deal.com reports.

The real estate company aims to develop the property with the feel
of an Italian village, The Deal said, citing newspaper The Public
Record.

"Institutional funding will replace the mortgages on the [eight-
acre property] in Rancho Mirage, California," the Debtor's
counsel, Jack F. Fitzmaurice, Esq., at Fitzmaurice Demergian &
Palaganas said in the report.

The need to restructure the debt was what prompted the Debtor to
file for Chapter 11 protection, Mr. Fitzmaurice noted.

Details regarding Veneto's debtor-in-possession financing is not
yet filed with the court.  

Rancho Mirage, CA-based real estate company Veneto LLC fka
L'Veneto LLC filed for a chapter 11 petition on July 12, 2006
(U.S. Bankr. C.D. Cal. Case No. 06-11744)  Jack F. Fitzmaurice,
Esq., at Fitzmaurice, Demergian & Palaganas serves as the Debtor's
counsel.  When the Debtor sought protection from its creditors, it
listed total assets of $23,499,000 and total debts of $11,443,889.


VERTICAL HEALTH: Reports $715,088 Net Loss in Amended 2005 10-K  
---------------------------------------------------------------
Vertical Health Solutions, Inc., filed an amended annual report
for the year ended Dec. 31, 2005, with the Securities and Exchange
Commission on July 17, 2006.

Brimmer, Burek & Keelan, LLP's audit report, included in the
Company's amended Form 10-K, contained an expression of
substantial doubt about the Company's ability to continue as a
going concern.  The auditing firm pointed to the Company's
$715,088 net loss in 2005 and $978,897 working capital deficit at
Dec. 31, 2005.

The Company generated revenues of $4,447,291 for the year ended
Dec. 31, 2005, an increase of $1,163,345 or 35.4 %, compared to
$3,283,946 for the year ended Dec. 31, 2004.  The increase in
revenues was primarily attributable to increased marketing
efforts, increased distribution and the addition of the operations
of APS Pharmacy which resulted in increases in our customer base
and related volume of recurring and new customer sales.

At Dec. 31, 2005, the Company's balance sheet showed $1,585,886 in
total assets and $2,440,672 in total liabilities, resulting in a
stockholders' deficit of $854,786.

A full-text copy of Vertical Health's amended 2005 annual report
is available for free at http://researcharchives.com/t/s?e01

Headquartered in Oldsmar, Florida, Vertical Health Solutions,
Inc., formerly known as LabelClick.com, Inc., engages in the
development, marketing, and distribution of customized private
label supplements and health products.  It also engages in the
wholesale distribution of veterinary pharmaceuticals to veterinary
clinics.


WESTERN APARTMENT: Taps Reinwald O'Connor as Special Counsel
------------------------------------------------------------
Western Apartment Supply & Maintenance Company asks the U.S.
Bankruptcy Court for the District of Hawaii for permission to
employ Reinwald O'Connor & Playdon as its special local counsel.

The Debtor reminds the Court that Reinwald O'Connor was its
counsel in its first bankruptcy proceeding.

Reinwald O'Connor will:

    * render counsel to the Debtor with respect to the Debtor's
      financial affairs and status of the present petition;

    * render services as may be necessary for the proper
      administration of the Debtor's estate in the State of
      Hawaii, and

    * formulate a plan of reorganization with the Debtor's general
      counsel, Smaha & Daley.

The Debtor tells the Court that it has not paid the firm any
retainer.  Documents available do not how much the firm will be
paid for their services.

Jerrold K. Guben, Esq., a partner at Reinwald O'Connor, discloses
that the firm is a pre-petition creditor holding a $137,450 claim.  
Mr. Guben tells the COurt that as special counsel, the firm does
not have to waive its pre-petition claim.

Mr. Guben assures the Court that his firm does not represent any
interest materially adverse to the Debtor or its estates.

                     About Western Apartment

Based in San Diego, California, Western Apartment Supply &
Maintenance previously filed for chapter 11 protection on January
12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).  The case was
dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on April 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  John L. Smaha, Esq., at
Smaha and Daley, represents the Debtor in its second bankruptcy
filings.  When the Debtor filed for chapter 22, it listed total
assets of $18,045,054 and total debts of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii.  The case was transferred to the
Hawaii Bankruptcy Court on July 1, 2006, and the Hawaii Bankruptcy
Court established a docket on July 7, 2006.  The Debtor's new
chapter 11 case is indexed under Case No. 06-00459.


WESTERN APARTMENT: Taps Thomas R. Cole as Counsel in Maui Dispute
-----------------------------------------------------------------
Western Apartment Supply & Maintenance obtained authority from the
U.S. Bankruptcy Court for the Southern District of California to
employ Thomas R. Cole, Esq., as counsel in its ongoing land lease
dispute with the County of Maui in Hawaii.

This motion was approved prior to the Debtor's case being
transferred to the U.S. Bankruptcy Court for the District of
Hawaii.

The Debtor tells the Court that it operates a hotel business in
the County and in order to maintain its lease, the Debtor agreed
with the County of Maui to arrange for a Community Plan Amendment
and Special Management Area Permit for the land.  

The Debtor selected Mr. Cole because of his experience in dealing
with Hawaiian Law and familiarity with working with state and
local government units.

As counsel, Mr. Cole is expected to:

   a) continue negotiations with the County of Maui with regards
      to certain time limits that the Settlement Agreement set
      for the Debtors to achieve reports and inspections of the
      property;

   b) coordinate and work with subcontractors in completing the
      work necessary to comply with the Settlement Agreement; and

   c) be involved in presenting amendments and certain documents
      to the County of Maui in relation to the Debtor's leases.


The Debtor discloses that Mr. Cole was retained before it filed
its second chapter 11 petition and currently holds an $89,066.81
pre-petition claim.  Mr. Cole acknowledges that he will be
compensated for post-petition services only after Court approval.  
Documents filed with the Court does not state how much Mr. Cole
will be paid.

                     About Western Apartment

Based in San Diego, California, Western Apartment Supply &
Maintenance previously filed for chapter 11 protection on January
12, 2004 (Bankr. D. Hawaii Case NO. 04-00072).  The case was
dismissed on May 16, 2006.

The Debtor filed its second chapter 11 petition on April 18, 2006
(Bankr. S.D. Calif. Case No. 06-00821).  John L. Smaha, Esq., at
Smaha and Daley, represents the Debtor in its second bankruptcy
filings.  When the Debtor filed for chapter 22, it listed total
assets of $18,045,054 and total debts of $18,131,069.

On June 30, 2006, at the request La Jolla Loans Inc., a secured
creditor, the U.S. Bankruptcy Court for the Southern District of
California transferred the Debtor's case to the U.S. Bankruptcy
Court for the District of Hawaii.  The case was transferred to the
Hawaii Bankruptcy Court on July 1, 2006, and the Hawaii Bankruptcy
Court established a docket on July 7, 2006.  The Debtor's new
chapter 11 case is indexed under Case No. 06-00459.


WORLDWATER & POWER: Mar. 31 Balance Sheet Upside-Down by $1.6 Mil.
------------------------------------------------------------------
Worldwater & Power, Corp., incurred $3,575,598 net loss on
$1,956,949 of revenues for the three months ended March 31, 2006.

At March 31, 2006, the Company's balance sheet showed $3,638,048
in total assets and $5,251,370 in total liabilities resulting in
$1,613,322 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $3,284,237 in total current assets available to pay
$4,420,913 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?d88

                        Going Concern Doubt

Amper, Politziner, Mattia, P.C., in Edison, New Jersey, raised
substantial doubt about Worldwater & Power's Inability 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
from operations and working capital deficit.

                      About Worldwater & Power

Headquartered in Pennington, New Jersey, WorldWater & Power Corp.
(WWAT.OB) -- http://www.worldwater.com-- operates as a solar  
engineering and project managment company.  It provides power
through photovoltaic and hydroelectric technology.  


* Euler Sees Significant Increase In Global Business Failures
-------------------------------------------------------------
After a substantial increase in 2005 and a decline in 2006, the
number of business insolvencies in the U.S. is predicted to climb
once again in 2007, according to global trade credit insurer Euler
Hermes.  Worldwide, the Index predicts that business failures will
increase by 3% in 2007 on the heels of a global economic slowdown.  

The Global Business Failure Index -- created by Euler Hermes to
compare business failures by country, going beyond the national
definitions and taking into account the size of the respective
global economies -- predicts an 8% increase in US corporate
insolvencies for 2007.  The Index has fluctuated quite a bit in
the past two years, showing a 14% increase in 2005 and a 5%
decrease for 2006.  The 2005 hike was caused by an increased
number of businesses insolvencies in advance of the new bankruptcy
laws, which took effect on November 17, 2005.  However, the
revamped U.S. bankruptcy code has caused a notable decrease in the
number of corporate insolvencies for 2006, with the Index
predicting a slight decrease in the number of businesses that will
declare bankruptcy.

Dan North, Euler Hermes ACI Chief Economist, offered his view on
the macroeconomic factors that can affect business failures: "The
US economy turned in a very strong performance in the first
quarter as real Gross Domestic Product grew at a 5.6% annualized
rate.  However, GDP growth is expected to slow during the rest of
the year as a result of three factors. First, the housing market
which has supported the US economy over the past few years is
cooling off, providing less equity to finance consumer activity
and reducing demand for household goods and services.  Second,
high energy prices, particularly for gasoline, are putting a drag
on consumer activity.  Third, and perhaps most importantly, the
Federal Reserve may have tightened monetary policy too far as
reflected in the inverted yield curve, a strong indicator of a
future slowdown.  The effects of Fed tightening take a year or
more to be felt, meaning that the US economy will be experiencing
a drag from rising interest rates for at least another 12 months.  
These three pressures on the US economy will certainly put
pressure on business failures throughout the next year."

Euler Hermes Global Business Failure Index forecasts these
country-by-county changes in the number of business failures:

     Country        2007      2006
     -------        ----      ----
     USA              8%       -5%
     France           0%        0%
     Spain            4%       10%
     Denmark          0%       -8%
     Taiwan           4%        7%
     Luxembourg       0%       -1%
     Greece           4%        5%
     Germany          0%       -5%
     UK               3%        8%
     China            0%        0%
     Portugal         3%        5%
     Hungary         -1%       -1%
     Hong Kong       -1%      -11%
     Italy            3%        3%
     Netherlands     -1%       -2%
     Belgium          2%        0%
     Canada          -3%       -3%
     Ireland         -3%       -3%
     Norway           1%      -10%
     Austria         -3%       -2%
     Japan            1%        2%
     Finland         -3%       -6%
     Czech Republic   1%       -4%
     South Korea     -4%      -10%
     Switzerland      0%        0%
     Singapore       -7%       -6%
     Slovakia         0%        8%
     Sweden          -7%      -10%
     Poland           0%       -1%
     Brazil          -8%      -15%

     Western Europe   1%        0%

     Global Index of
     insolvencies     3%       -1%

In the face of the changing domestic and global economic climate,
recognizing and managing future risks becomes a priority for the
nation's business leaders.  The predicted rise in business
failures highlights the important role that trade credit insurance
can play within the business environment, said Euler Hermes ACI
Vice President of Marketing Keith Sherman.  "A Euler Hermes ACI
credit insurance program provides a valuable extension to a
company's credit management practices - a second pair of objective
eyes when approving buyers, as well as an early warning system
should things begin to decline so that exposure can be effectively
managed," he said.  "And, ultimately, should an unexpected loss
occur, the trade credit insurance policy provides indemnification,
thus protecting the policyholder's revenue and bottom line."  
Euler Hermes ACI utilizes a proprietary database that monitors the
credit worthiness of more than 40 million companies worldwide;
this provides advance warning for policyholders and allows losses
to be minimized in the event of a large corporate insolvency.

Further analysis of the Global Business Failure Index is available
in the Euler Hermes Insolvency Outlook publication, which is
available upon request.

Headquartered in Owings Mills, Maryland, Euler Hermes ACI --
http://www.eulerhermes.com/usa-- is the US subsidiary of the  
Euler Hermes Group and the oldest and largest provider of trade
credit insurance in North America.  

Euler Hermes is the worldwide leader in credit insurance and one
of the leaders in bonding and guarantees.  With 5,400 employees in
43 countries, Euler Hermes offers a complete range of services for
the management of customer receivables.  The group posted a 2
billion euro turnover in 2005.

Euler Hermes, a subsidiary of AGF and a member of Allianz, is
listed on Euronext Paris.  Standard & Poor's rates the group and
its principal credit insurance subsidiaries AA-.

* Focus Management Group Opens New Chicago Office
-------------------------------------------------
Focus Management Group, a leading national turnaround and
restructuring firm, reported that effective July 1, 2006 its
Chicago practice will be relocated to a newly acquired building on
Avondale Avenue in Chicago, Illinois.  The move into the new
larger premises is in recognition of the firm's rapid expansion
and is aimed to accommodate its future growth plans.  All business
from the firm's Rosemont, Illinois office will be transferred to
the new Chicago location with immediate effect.

The office will be led by J. Tim Pruban, President and Founder of
Focus Management Group.  Mr. Pruban is a turnaround management
specialist with over 20 years of experience in turnaround
consulting, asset recovery, liquidation management and asset
sales.  

"Focus continues to see a strong growth in demand for its services
nationwide," said Mr. Pruban.  "Our new Chicago office represents
an expanded, convenient location in this metropolitan area, and
will provide our firm with additional resources to better service
our increasing client base."  

The new office is located at 6585 N. Avondale Avenue.  The main
phone number is (773) 724-2082 and the fax number is (773) 724-
2083.

Focus Management Group -- http://www.focusmg.com/-- offers  
nationwide capabilities in turnaround management, business
restructuring and asset recovery.  Headquartered in Tampa,
Florida, with offices in Chicago, Greenwich, Los Angeles and
Nashville, Focus provides turn-key support to stakeholders
including secured lenders and equity sponsors.  The Company
provides an array of services including turnaround management,
interim management, operational analysis and process improvement,
case management services, bank and creditor negotiation, asset
recovery, recapitalization services and special situation
investment banking for distressed companies.


* BOOK REVIEW: The Managerial Mystique: Restoring Leadership in
               Business
---------------------------------------------------------------
Author:     Abraham Zaleznik
Publisher:  Beard Books
Paperback:  320 pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1587982811/internetbankrupt


"Business in America has lost its way ... desperately needing
leadership to face worldwide economic competition."

Zaleznik wrote these words in 1989 when The Managerial Mystique
was first published.  But his observation remains as true today as
it was then.

In 1989, the problems included high debt and the decline of major
industries such as steel and automobiles.  To these problems can
now be added outsourcing and the growing economic power of China
and India.  Zaleznik primarily attributes the weakened condition
of American business to errors in business management.

"The causes of this decline in competitiveness are complex, but at
the forefront is the attitude of American management," he says.
Mainly, management strayed from its critically important role of
encouraging, nurturing, and recognizing initiative and creativity
of individuals.

Instead, management concentrated myopically on restructuring,
lateral organization, communication, charismatic leadership, and
mergers and acquisitions.  While each of these strategies has a
place in the corporate world, they are not the basis for a strong
business that can compete effectively.  Zaleznik contends that it
is the relationship between management and employees that count
the most in generating the ideas, goals, cooperation, and
endurance that make a corporation competitive.

Zaleznik puts to good use his background in social psychology and
psychoanalysis to explore this essential, yet neglected, area of
business management.  Social psychology and psychoanalysis are not
normally associated with business management.  However, the author
applies these so-called "soft sciences" to business organizational
structures and processes.  He critiques business organizations and
their activities and management at all levels by looking at what
has been excluded that really accounts for the quality of a
business.

Zaleznik points to some high-profile examples to illustrate what
is wrong with American management.  One is Harold Geneen, the
former chief executive officer of ITT, who, the author says,
epitomized a managerial approach that stifled company energy and
potential.

According to Zaleznik, Geneen is one of the many business managers
who "have put their faith in numbers, managed by process, and
formed elaborate structures to get people to do the predictable
thing."

Geneen's perspective fails to acknowledge that there are
differences between one business and another.  That such a belief
-- easily disproved by experience -- has come to be the core
principle of American business evidences, to Zaleznik's mind, just
how far off course American business has strayed.

Zaleznik offers a business approach that concentrates on nurturing
creativity and moral connections among employees.  He recognizes
employees as individuals and as a corrective to business practices
gone awry.  The values advocated by Zaleznik should not be
regarded as an alternative technique or peripheral considerations.  
They are the basis of a strategy that all businesses need to
compete effectively.

A professor emeritus of Harvard Business School and a certified
psychoanalyst, Abraham Zaleznik has an international reputation
for his studies and teaching on social psychology in the business
setting and the characteristics of managers and leaders.

                             *********

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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