TCR_Public/060731.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

              Monday, July 31, 2006, Vol. 10, No. 180

                             Headlines

94TH AERO: Case Summary & Three Largest Unsecured Creditors
2929 PANTHERSVILLE: Can Use Cash Collateral Until August 30
ADELPHIA COMMS: Asks Court to Okay Post-Closing Incentive Program
ADELPHIA COMMS: U.S. Trustee Names Dune Capital to Creditors Panel
ADELPHIA COMMS: Wants Resolved Agreements Included in Sale Order

AH-DH APARTMENTS: Citigroup Wants to Foreclose on AH-DH Properties
AIGAS INCORPORATION: Amends $1.6 Billion Senior Credit Agreement
ALLIS-CHALMERS ENERGY: S&P Affirms Planned $80MM Notes' B- Rating
ALPHA NATURAL: Good Performance Cues Moody's to Lift Ratings
AMAZON.COM: Earns $22 Million in Second Quarter of 2006

AMERIGAS PARTNERS: Posts $14.8MM 2006 3rd Fiscal Quarter Net Loss
AMES TRUE: High Leverage Prompts Moody's to Junk Corp. Rating
ARVINMERITOR INC: Moody's Cuts 7.125% Unsec. Notes' Rating to Ba3
ATE KAYS: Voluntary Chapter 11 Case Summary
ATLANTIC MARINE: S&P Affirms Planned $155MM Facility's B+ Rating

B/E AEROSPACE: Earns $18.7 Million in Second Quarter of 2006
B/E AEROSPACE: Acquires Draeger Aerospace from Cobham for $80 Mil.
BADAT HOSPITALITY: Voluntary Chapter 11 Case Summary
BECKMAN COULTER: Names Carolyn Beaver as Chief Financial Officer
BERRY PLASTICS: S&P Revises B+ Corp. Credit Rating's Watch to Neg.

BEXAR COUNTY: Debt Level Prompts Moody's to Downgrade Ratings
BIDDISCOMBE INT'L: Case Summary & 19 Largest Unsecured Creditors
BLUEGRASS CONTAINER: S&P Affirms $985 Mil. Facilities' BB- Rating
BOSTON SCIENTIFIC: Posts $4.26 Bil. Net Loss in 2006 2nd Quarter
BOYD GAMING: Second Quarter 2006 Net Income Down to $10.2 Million

BROOK MAYS: Will Auction Substantially All Assets on August 8
CARMIKE CINEMAS: Inks 5th Amended Senior Secured Credit Facility
CHEMED CORP: Mulls $50 Million Stock Repurchase Program
CHURCH & DWIGHT: S&P Rates $250 Million Senior Secured Debt at BB
COLLINS & AIKMAN: Hires James Wynalek as Head of Plastics Division

COLLINS & AIKMAN: Completes Sale of Several De Minimis Assets
COMMUNITY HEALTH: 2006 2nd Quarter Net Income Rises to $52.4 Mil.
COMPLETE RETREATS: Court Directs Debtors to Segregate Tax Funds
CONSUMERS ENERGY: Agrees to Sell MCV Interest to GSO and Rockland
CONTINUING CARE: Case Summary & Two Largest Unsecured Creditors

CORNELL TRADING: Wants Ch. 11 Case Dismissed & Funds Distributed
COUNCIL TRAVEL: Class 3 Unsecured Claimants Receive $374,470
CSK AUTO: Gets Waiver of Default from 4-5/8% Senior Noteholders
DANA CORP: Ryder Truck Wants Debtors to Decide on Truck Lease
ENTERGY NEW ORLEANS: Gets Court OK to Modify FTI's Retention Order

ENTERGY NEW ORLEANS: Releasing 2nd Qtr. Financials on August 8
EXCO RESOURCES: S&P Affirms B- Ratings With Stable Outlook
FALCONBRIDGE LTD: Inco Unable to Get Required Shareholder Support
FASHION SHOP: Has Until August 8 to File Schedules and Statement
FERRO CORP: Fully Pays $55 Mil. Debenture with J.P. Morgan

FLEETPRIDE CORP: Moody's Junks Rating on $150 Million Senior Loan
FOAMEX INTERNATIONAL: Wants Until Nov. 10 to Remove Civil Actions
FORD MOTOR: DBRS Lowers Long-Term Debt Rating to B
G+G RETAIL: Court Extends Removal Period to October 23
G+G RETAIL: Walks Away from Unexpired Rave Store Lease

GENERAL MOTORS: Unit Gets $6 Million Settlement from ePlus Inc.
GREYSTONE LOGISTICS: Unaudited FY 2006 Results Show $2.7MM Loss
GTSI CORP: Increases Secured Revolving Credit Pact by $10 Million
HONEY CREEK: Says MuniMae's Disclosure Statement Lacks Information
HONEY CREEK: Court Issues Stipulated Confidentiality Order

HUSKY ENERGY: S&P Raises Preferred Stock Rating to BBB- from BB+
IMC INVESTMENT: Hires Hance Scarborough as Bankruptcy Counsel
INCO LTD: Unable to Get Required Falconbridge Shareholder Support
INCO LTD: Phelps Dodge Issues Statement on Failed Falconbridge Bid
INCO LTD: Consents to OSC's Cease Trade Order on Rights Plan

INTEGRATED ELECTRICAL: CNA Companies Withdraw 133 Claims
INTEGRATED ELECTRICAL: Watkins Withdraws $26 Million Claim
IRIDIUM SATELLITE: S&P Rates $40 Million 2nd-Lien Term Loan at CCC
ITC^DELTACOM: Common Stock Delisted From Nasdaq on July 27
J.P. MORGAN: Fitch Assigns Low-B Ratings to Class B-4 & B-5 Certs.

LA PETITE: Moody's Rates Proposed Second Lien Term Loan at B3
LIBERTY TAX: Remains Neutral to the Tender Offer of Five Parties
LOGAN MEDICAL: Court Denies Move to Dismiss Suit v. Accountants
MADE2MANAGE SYSTEMS: Moody's Rates $65 Million Sr. Loan at Caa1
MADE2MANAGE SYSTEMS: S&P Junks Proposed $65 Million Loan's Rating

NEXSTAR BROADCASTING: Agrees to Acquire WTAJ-TV Assets for $56MM
NORTH AMERICAN ENERGY: IPO Plan Cues S&P to Put Ratings on Watch
OCA INC: SEC Has Until Aug. 11 to Contest Debt Dischargeability
OWENS CORNING: Buys Modulo/ParMur for $32 Million
PERFORMANCE TRANSPORTATION: Drafts Modified Incentive Program

PERFORMANCE TRANSPORTATION: Removal Period Extended to November 24
PREMIUM PAPERS: PF Papers' $2.7M Asset Sale to Flambeau River OK'd
QUEST MINERALS: Inks LOI to Acquire Parsons Branch Mining Permit
RCNR INC: Voluntary Chapter 11 Case Summary
RENATA RESORT: Hires Adams & Reese as Special Counsel

ROTEC INDUSTRIES: Taps Young Conaway as Bankruptcy Counsel
ROTEC INDUSTRIES: U.S. Trustee Picks Five-Member Creditors Panel
SAINT VINCENTS: Wants Plan-Filing Period Stretched to Nov. 15
SAINT VINCENTS: Court Approves $2 Million Premium Financing Pact
SAINT VINCENTS: Maps Out Tort Claimants Panel's Responsibilities

SAKS INC: S&P Affirms B+ Corporate Credit & Sr. Unsecured Ratings
SAVERS INC: S&P Junks Proposed $140 Million Sr. Sub. Notes' Rating
SCHOLASTIC CORP: S&P Downgrades Corporate Credit Rating to BB
SCIENCE DYNAMICS: Inks Pact to Restructure Debt With Laurus Master
SERACARE LIFE: Court Sets Aug. 1 as Equity Holders Claim Bar Date

SERACARE LIFE: Gets Court Nod to Hire KPMG LLP as Tax Advisors
SEW CAL: Incurs $598,699 Net Loss in Quarter Ended May 31, 2006
SIERRA HEALTH: Earns $33.5 Mil. in Second Quarter Ended June 2006
SILICON GRAPHICS: Court Okays Solicitation and Tabulation Protocol
SILICON GRAPHICS: Gets Okay to Finance $1.97MM Insurance Payment

SKYTERRA COMMS: Approves 2006 New Equity and Incentive Plan
STATION CASINOS: June 30 Balance Sheet Upside-Down by $51 Million
SYLVEST FARMS: Haskell Slaughter Hired as Panel's Local Counsel
TDS INVESTOR: Moody Junks $500 Million Subordinated Notes' Rating
TERADYNE INC: Earns $391.6 Million, Launches Stock Repurchase Plan

U.S. STEEL: S&P Places BB Corporate Credit Rating on Watch
UAL AIR: Moody's Junks Rating on $148 Million Class Certificates
VARTEC TELECOM: UMB Bank Wants $1.8M Claim Paid from Sale Proceeds
VENETO LLC: Secured Creditor Says Case Was Filed in Bad Faith
VJCS ACQUISITIONS: Moody's Junks Rating on $55 Million Sr. Loans

WERNER LADDER: Gets Final Court Approval for $99MM DIP Financing
WINN-DIXIE: Wants to Enter Into Liberty Surety Bonds Agreement
WINN-DIXIE: Court Says Sedgwick Has No Liability to Claimants
WOODCREST LLC: Case Summary & 13 Largest Unsecured Creditors

* BOND PRICING: For the week of July 24 - July 28, 2006

                             *********

94TH AERO: Case Summary & Three Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: 94th Aero Squadron of Philadelphia, Inc.
        2750 Red Lion Road
        Philadelphia, PA 19114

Bankruptcy Case No.: 06-13185

Type of Business: The Debtor operates an aviation-themed
                  restaurant.  The Debtor filed for chapter 11
                  protection on August 31, 1993 (Bankr. C.D.
                  Calif. Case No. 93-41032).

Chapter 11 Petition Date: July 27, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Maureen P. Steady, Esq.
                  Maschmeyer Karalis P.C.
                  1900 Spruce Street
                  Philadelphia, PA 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 Three Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Specialty Restaurants Corp.      Taxes/Debts paid        $280,437
8191 East Kaiser Boulevard       on behalf of the
Anaheim, CA 92808                Debtor

City of Philadelphia             Land Rent                 $4,800
Aviation Division
c/o Philadelphia Industrial
Development Corp.
One East Penn Square Building
Suite 1800
Philadelphia, PA 19107

Bank of the West                 Bank Loan                Unknown
4400 McArthur Boulevard
Suite 150
Newport Beach, CA 92660


2929 PANTHERSVILLE: Can Use Cash Collateral Until August 30
-----------------------------------------------------------
The Hon. Margaret H. Murphy of the U.S. Bankruptcy Court for the
Northern District of Georgia gave 2929 Panthersville Associates
interim access, until Aug. 30, 2006, to cash collateral securing
repayment of its debt to LaSalle Bank National Association.

LaSalle Bank is Trustee for the registered holders of Morgan
Stanley Capital I, Inc., Commercial Pass-through Certificates,
Series 1999-RM1.

The Court restricted the use of the cash collateral to pay only
those items listed on the budget, incurred utilities, property
taxes and insurance as well as fees to the U.S. Trustee.

Except for payment of the management fee due to Gateway Management
Company, the Debtor is barred from using cash collateral to pay
shareholders, partners or members and the Debtor's attorney's
fees.

A copy of the budget is available for free at
http://ResearchArchives.com/t/s?9b8

As adequate protection for its interests, the Debtor grants La
Salle Bank replacement liens and security interests to the extent
of any diminution in value of its collateral.

The Court will consider final approval for the use of cash
collateral on Aug. 30, 2006.

Headquartered in Atlanta, Georgia, 2929 Panthersville Associates
owns a 518-unit apartment known as the Spanish Trace East
Apartments in Decatur, Georgia.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. N.D. Ga. Case No. 06-64988).
John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP,
represents the Debtor.  No Committee of Unsecured Creditors
has been appointed in the Debtor's case.  When the Debtor filed
for protection from its creditors, it estimated assets between
$1 million and $10 million and debts between $10 million and
$50 million.


ADELPHIA COMMS: Asks Court to Okay Post-Closing Incentive Program
-----------------------------------------------------------------
Adelphia Communications Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Southern District
of New York to implement a post-closing incentive program to
ensure that certain key employees will continue their employment
with the Debtors through a transition and wind-down period.

Upon consummation of the sale of substantially all of the Debtor's
assets to Time Warner NY Cable, LLC, and to Comcast Corporation,
the ACOM Debtors' cable operations will largely cease, Shelley C.
Chapman, Esq., at Willkie Farr & Gallagher LLP, in New York, tells
the Court.

Accordingly, on the closing date of the Sale, the ACOM Debtors
intend to terminate approximately 98% of their workforce.

However, the ACOM Debtors will need to retain key personnel in
order to continue administering their estates and preserve value
for stakeholders.  Out of the ACOM Debtors' 13,500 employees,
approximately 275 employees will be asked to remain with ACOM to
handle important accounting, tax, administrative, and financial
matters, Ms. Chapman discloses.

According to Ms. Chapman, most of the Key Transition Employees
have irreplaceable institutional knowledge of matters and
projects within their particular expertise, including, among
other things, oversight and assistance with the audit, the
restatement, claims reconciliation, compliance with the post-
close requirements under the asset purchase agreements, the
government settlement, and the completion of certain tax filings.

Ms. Chapman notes that thousands of employees have continued
their employment with the ACOM Debtors during the reorganization
due, in large part, to their loyalty to senior management.

Given that the tasks are critical, time sensitive, and, for the
most part, required by applicable law, the ACOM Debtors need to
ensure that the Key Transition Employees remain with ACOM until
those tasks are complete, or, in some cases, until transition can
be made to a new administrative team, Ms. Chapman asserts.

Ms. Chapman notes that the Key Transition Employees, who have
been so critical to the monumental effort for the ACOM Debtors'
Chapter 11 cases, are anxious to move on and are entitled to do
so upon the closing of the Sale.  "They have been under enormous
pressure and strain for extended periods, compounded by the
uncertainty inherent in working for years for a company operating
in chapter 11 and on the auction block since the spring of 2004."

Based on current compensation and benefit entitlements, the Key
Transition Employees have little financial incentive to remain in
ACOM's employ after the Closing Date.  Specifically, the Key
Transition Employees will become entitled to receive
substantially all of their retention incentives on the Closing
Date.  Like their colleagues whose employment will terminate upon
the close of the Sale, eligible Key Transition Employees will
receive their short term and long term incentive bonuses, the
first installment of their bonus on the Closing Date and, to the
extent they elect to terminate their employment for "good
reason," eligible VP Transition Employees -- employees at the
Vice President or Senior Vice President level -- may receive
severance.

If new incentives are not put in place prior to the Closing Date,
the ACOM Debtors anticipate that most of the Key Transition
Employees will elect to terminate their employment, Ms. Chapman
contends.  Without the Key Transition Employees in place, the
ACOM Debtors stand to lose an enormous resource pool, a loss that
imperils the value the ACOM Debtors have worked so hard to
preserve, Ms. Chapman says.

The ACOM Debtors also seek the Court's authority to:

    (a) enter into new employment agreements with certain VP
        Transition Employees to provide for their day-to-day
        compensation after the Closing Date; and

    (b) increase the base compensation of EVPs to provide for
        their day-to-day compensation after the Closing Date
        pursuant to new letter agreements.

According to Ms. Chapman, the ACOM Debtors currently maintain a
compensation structure that is fair to employees, reasonably
calculated to preserve, rather than squander, estate assets
through the retention of qualified personnel, and comparable to
the compensation available to employees in the marketplace.

Specifically, the Existing Compensation Programs are:

    Nature of
    Compensation   Rationale
    ------------   ---------
    Base Salary    Employees' annual base salaries constitute
                   compensation for the performance of day to day
                   tasks.

    STIP           The Short Term Incentive Plan provides
                   employees with the opportunity to earn an
                   annual bonus, which is tied to the satisfaction
                   of certain predetermined targets.  Short term
                   incentives are one of the three elements of an
                   employees' core compensation.  For 2006's first
                   seven months, most of the ACOM Debtors' STIP
                   targets were based on metrics that were
                   intended to comply with provisions of the Asset
                   Purchase Agreements with the Buyers.

    PRP            The PRP Awards are intended to replace the
                   long-term incentives provided by the ACOM
                   Debtors' competitors and comparable companies
                   not in Chapter 11.  Together with base salary
                   and the STIP, the PRP Awards are a core
                   component of an executives basic compensation,
                   which is designed to ensure that the ACOM
                   Debtors' employees are paid at market rates.

    Severance      Severance benefits -- whether afforded under
                   the ACOM Debtors' Severance Plan or under an
                   employment agreement -- are intended to provide
                   compensation in lieu of employment.  Severance
                   is not a retention device.

    Stay Bonus     The Stay Bonus and Sale Bonus were designed to
    Sale Bonus     reflect the unique circumstances of these
                   cases, and specifically intended to encourage
                   certain key managers to:

                   (a) work diligently through the Debtors' dual-
                       track emergence; and

                   (b) remain with the Debtors until the closing
                       of the Sale.

The occurrence of the Closing in the context of the Joint Venture
Plan for the Century-TCI and Parnassos Debtors has created a new
and somewhat unique set of circumstances imposing risk and
uncertainty on a subset of the ACOM Debtors' key managers.  The
Parnassos Debtors are comprised of:

   * Parnassos Communications, L.P.,
   * Parnassos Distribution Company I, LLC,
   * Parnassos Distribution Company II, LLC,
   * Parnassos, L.P.,
   * Parnassos Holdings, LLC, and
   * Western NY Cablevision, L.P.   

The Debtors now believe that the Existing Compensation Programs
are no longer sufficient to retain the Key Transition Employees,
Ms. Chapman says.

               Closing and Post-Closing Compensation

On the Closing Date, all eligible Senior Transition Employees
will be paid their 2006 STIP, their PRP Award and 50% of their
Sale Bonus.  Ms. Chapman clarifies that these are not incentives
or entitlements that can be altered or utilized as an inducement
for the Key Transition Employees to remain with ACOM.  Rather,
these are entitlements, which have been bargained for, earned, and
approved by the ACOM's Board of Directors or the Court, and now
must be paid, Ms. Chapman says.

The ACOM Debtors anticipate that many, if not all, of the VP
Transition Employees will elect to terminate their employment as
of the Closing Date for "good reason" and collect their severance
and other entitlements.

The ACOM Debtors seek the Court's authority to rehire the VP
Transition Employees pursuant to the terms of their New VP/SVP
Agreements.

The New Employment Agreements will provide that all Senior
Transition Employees who remain with the Debtors after the
Closing Date will be entitled to earn an adjusted base salary
calculated by adding that employee's Base Salary, STIP
opportunity and PRP Award opportunity at their target levels.
The Adjusted Base Salary will be paid pro rata every two weeks
during the course of an employee's post-Sale employment with the
ACOM Debtors.

The ACOM Debtors estimate that the Adjusted Base Salaries for
Senior Transition Employees during the Transition will be
approximately $4,000,000 in the aggregate, Ms. Chapman discloses.

With regards to the Directors, the ACOM Debtors will calculate an
Adjusted Base Salary for Directors by adding that employee's Base
Salary and annual STIP at target level to ensure that the
Directors are compensated at market rates during the Transition.
The ACOM Debtors estimate that the Adjusted Base Salaries for
Directors will be approximately $1,500,000 in the aggregate.

According to Ms. Chapman, while those at the Director level and
below will not be entitled to a severance payment on the Closing
Date, these employees will be given a date certain on which their
employment will conclude.  If these employees do not voluntarily
terminate their employment before the Guaranteed Severance Date,
they will automatically be entitled to receive payment under the
Severance Plan on that date.

A full-text copy of the Post-Closing Employment Agreements is
available for free at http://ResearchArchives.com/t/s?e72
    
                  Post-Closing Incentive Program

According to Ms. Chapman, virtually all employees who remain with
the ACOM Debtors after the Closing Date will be entitled to
participate in the Post-Closing Incentive Program.

Pursuant to the Post-Closing Incentive Program, the ACOM Debtors
will advise each employee of the length of time his or her post-
Closing Date assignment is expected to last.  Upon the Key
Transition Employee's eligible separation from ACOM, the employee
will be entitled to receive a payment equal to a percentage of
that employee's Base Salary -- prior to any STIP or PRP additions
to the employee's Adjusted Base Salary -- pro-rated for the
number of days in the Assignment Period.

If an eligible employee works until the earlier of the end of the
Assignment Period, the employee will receive his or her entire
bonus under the Post-Closing Incentive Program.

To the extent the ACOM Debtors require that employee to remain
longer than the Assignment Period, the Debtors will need to
negotiate a compensation package with the employee for the rest
of their post-close tenure.

The total funding of the Post-Closing Incentive Program is
estimated to be approximately $5,000,000 and the average bonus to
any one employee will be approximately 50% of base salary.

A full-text copy of ACOM's Post Closing Incentive Program is
available for free at http://ResearchArchives.com/t/s?e73

                   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 administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: U.S. Trustee Names Dune Capital to Creditors Panel
------------------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
appoints Jon Likomnik, at Dune Capital Management LP, to the
Official Committee of Unsecured Creditors in the chapter 11 cases
of Adelphia Communications Corporation and its debtor-affiliates.

The Creditors Committee is now composed of nine members:

    1. Appaloosa Management, LP
       26 Main Street
       Chatham, NJ 07928
       Attn: James Bolin
       Phone: (973) 701-7000
       Fax: (973) 701-7309

    2. W. R. Huff Asset Management Co., LLC
       67 Park Place
       Morristown, NJ 07960
       Attn: Edwin M. Banks, Senior Portfolio Manager
       Phone: (973) 984-1233
       Fax: (973) 984-5818

    3. Jon Likomnik
       Dune Capital Management LP
       623 Fifth Avenue, 30th Floor
       New York, NY 10022
       Phone: (646) 734-4012
       Fax: (212) 663-5714

    4. Law Debenture Trust Company of New York
       767 Third Avenue, 31st Floor
       New York, NY 10017
       Attn: Daniel R. Fisher, Senior Vice President
       Phone: (212) 750-6474
       Fax: (212) 750-1361

    5. U.S. Bank National Association, as Indenture Trustee
       1420 Fifth Avenue, 7th Floor
       Seattle, WA 98101
       Attn: Diana Jacobs, Vice President
       Phone: (206) 344-4680
       Fax: (206) 344-4632

    6. Sierra Liquidity Fund, LLC
       2699 White Road, Suite 255
       Irvine, CA 92614
       Attn: Jim Riley, Esq.
       Phone: (949) 660-1144, ext. 16
       Fax: (949) 660-0632

    7. Wilmington Trust Company, as Indenture Trustee
       1100 North Market Street
       Wilmington, DE 19890
       Attn: Sandra R. Ortiz
       Phone: (302) 636-6056
       Fax: (302) 636-4143

    8. Tudor Investment Corporation
       15303 Ventura Boulevard, Suite 900
       Sherman Oaks, CA 91403
       Attn: Darryl A. Schall
       Phone: (818) 380-3065

    9. Highfields Capital Management
       200 Clarendon Street, 51st Floor
       Boston, MA 02116
       Attn: Richard Grubman
       Phone: (617) 850-7510

                   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 administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 142; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


ADELPHIA COMMS: Wants Resolved Agreements Included in Sale Order
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York's
order on June 28, 2006, approved the sale of substantially all of
the assets of Adelphia Communications Corporation and its debtor-
affiliates excluding certain agreements with some non-Debtor
parties due to their pending objections to the assignment of those
excluded agreements.

Steven Wilamowsky, Esq., at Willkie Farr & Gallagher LLP, in New
York, notifies the Court that certain of those objections have
been resolved.

The ACOM Debtors ask the Court to rule that the Sale Order is
deemed applicable to the excluded agreements with these contract
parties:

    -- Alabama Power Company,
    -- Rappahannock Electric Cooperative,
    -- Thrifty Payless Corporation,
    -- Paradise Gardens, L.P.,
    -- Georgia Power Company,
    -- Harborside Commons Apartments, L.L.C.,
    -- City of Lynchburg, Virginia,
    -- City of Villa Park, California,
    -- City of Chino, California,
    -- City of Fullerton, California,
    -- City of Newport Beach, California,
    -- City of Twenty-nine Palms, California,
    -- City of Baldwin Park, California,
    -- County of San Diego, California,
    -- City of Diamond Bar, California,
    -- City of Lynchburg, Virginia, and
    -- MHC Golden Lakes, LLC, MHC Financing Limited Partnership,
       and MHC Financing Limited Partnership Two.

The ACOM Debtors also ask Judge Gerber to include these contract
parties, which previously objected to the amount of proposed
monetary cure cost, in the Sale Order's scope:

    Contract Parties                  Proposed Reserved Amount
    ----------------                  ------------------------
    American Electric Power                         $3,500,000

    Cinergy                                          7,400,000

    Duke Power Company                                  94,000

    FirstEnergy                                      2,000,000

    Niagara Mohawk Power Corporation,
    Granite State Electric Company, and
    Massachusetts Electric Company                  $2,900,000

    New York State Electric and
    Gas Corporation                                    360,000

    Greenwood Village Community
    Association, Inc.                                  366,000

    Carolina Power and Light                             1,300

    Fountain View Apartments                            25,000

    SBC Communications, Inc.                           100,000

    Southern California Edison                       2,000,000

    Meredith Enterprises, Inc.                       7,500,000

The ACOM Debtors seek the Court's authority to reserve and escrow
the proposed reserved amounts.

            JV Debtors Notify Creditors of Sale Closing

On July 25, 2006, the Century-TCI and the Parnassos Debtors
notified their creditors that the Sale Transaction will close on
July 31, 2006.

The JV Debtors set July 25 as the Distribution Record Date.

                  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 administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 143; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


AH-DH APARTMENTS: Citigroup Wants to Foreclose on AH-DH Properties
------------------------------------------------------------------
Citigroup Global Market Realty Corporation, fka Salomon Brothers
Realty Corporation, asks the U.S. Bankruptcy Court for the Eastern
District of Texas to lift the automatic stay to permit foreclosure
of its liens and security interests on the properties of AH-DH
Apartments, Ltd., and its debtor-affiliates.

Five Notes totaling $149,850,000, were executed, from August 2001
to December 2003, by AH-DH and its debtor-affiliates payable to
Citigroup and secured by various multifamily real estate complexes
located in Houston and Austin, Texas.

The maturity dates for each of the Notes was extended and modified
to become due on or before March 11, 2006.  The Debtors are in
default on these notes.

Citigroup says the properties securing the Notes were supposed to
be sold shortly after the Notes were executed.  During the
original term of the Notes and the subsequent extensions, the
Debtors claimed to be working on a disposition strategy for the
properties, however, no sale or refinancing of the properties ever
occurred.

Prior to the Notes' maturity, the Debtors presented preliminary
term sheets to Citigroup proposing, among other things, a
refinancing by JP Morgan and the sale of the properties to Laramar
Group.  Citigroup disputed to the term sheets because they were
non-binding.

After their bankruptcy filing, the Debtors presented a letter of
intent urging Citigroup to waive certain fees and default interest
and extend the maturity date of the Notes for one year in exchange
for a $20 million paydown of Citigroup's debt by Vintage Capital
Group, LLC.  The Debtors have incorporated the terms of the LOI
into their Plan of Reorganization.

Citigroup opposes the terms of the Plan and submits that it is
unconfirmable for, among others, these reasons:

   a) the proposed waiver of Citigroup's unpaid pass-thru    
      interest, default interest and fees in the LOI will result
      in an $8.5 million reduction in Citigroup's claim;

   b) the proposed interest rate of 6.8% is below the market rate
      of interest;

   c) the proposed $3.1 million for deferred maintenance is
      inadequate for the properties;

   d) the Plan fails to address the treatment of Citigroup's
      equity claim;

   e) there is no explanation as to how Citigroup will be paid.

Citigroup further explains that the Debtors have repeatedly failed
to perform at levels promised and their principal, Dale Dodson,
has failed to provide equity cash infusions as required by the
loan documents to pay operating expenses and maintain the
properties.  This lack of equity, mismanagement and maintenance
resulted in unpaid vendor payables and a steady deterioration and
decline in the value of the properties.  An engineering firm hired
by Citigroup estimated the cost of rehabilitating the properties
to as high as $24 million.

The most recent appraisal gives the properties a total value of
$163 million, however the appraisal does not account for the $24
million deferred maintenance.  Citigroup says that that the
Debtors no longer have any equity in the properties considering
the Debtors almost $160 million debt, plus the $5 million in
prepetition unsecured liabilities, administrative claims and
rehabilitation costs.

Thus, Citigroup says, it should be permitted to control the
liquidation of its collateral by having the automatic stay lifted
and allowing Citigroup, or a designated third party, to liquidate
the properties.  Liquidation of the properties will avoid further
erosion of the value of its collateral, Citigroup argues.        

                      About AH-DH Apartments

Headquartered in Plano, Texas, AH-DH Apartments, Ltd., owns 16
apartment complexes.  The company and three of its affiliates
filed for chapter 11 protection on Mar. 22, 2006 (Bank. E.D. Tex.
Case No. 06-40355).  J. Mark Chevallier, Esq., at McGuire Craddock
& Strother, P.C., represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $50 million and $100 million.

DH Holdings Limited Partnership and DH Holdings GP, Inc., filed
for chapter 11 protection on Apr. 8, 2006 (Bankr. E.D. Tex. Case
Nos. 06-40479 and 06-40480).  Another affiliate, DB Holdings, LLC,
filed for chapter 11 protection on Apr. 10, 2006 (Bankr. E.D. Tex.
Case No. 06-40484).  The Debtors' chapter 11 cases are jointly
administered under Case No. 06-40355.


AIGAS INCORPORATION: Amends $1.6 Billion Senior Credit Agreement
----------------------------------------------------------------
Airgas, Inc., amended and restated its senior credit facility with
a syndicate of banks.  The five-year $1.6 billion senior unsecured
credit facility, consists of a $966 million and CDN$40 million
revolving credit line and a $600 million term loan.  The drawing
on the term loan is contingent on the maturity of $100 million of
the 7.75% medium term notes on Sept. 15, 2006, and the closing of
certain acquisitions.

Airgas is currently contemplating several acquisitions, which, if
completed, would be funded with the borrowings that are available
under the Credit Agreement.

The Credit Agreement supersedes the credit agreement dated
Jan. 14, 2005, which would have matured on Jan. 14, 2010, and
permitted the company to borrow up to the equivalent of
$428 million.

The company's initial borrowings under the Credit Agreement total
$191 million.  The current borrowing rate is LIBOR plus 75 basis
points, down from LIBOR plus 95 basis points under the 2005
Agreement.  The covenants under the new Credit Agreement are
generally similar to those in the 2005 Agreement.   The Company
expects to file the Credit Agreement as an Exhibit to the Form
10-Q for the period ended Sept. 30, 2006.

Airgas also reported its result of the acquisitions under
consideration, it suspended the three-year share repurchase plan
it initiated in November 2005.  The Company will focus on using
its cash flow to pay down debt, grow its dividend, and to continue
investing in growth opportunities, including future acquisitions.

Airgas, Inc. (NYSE:ARG) -- http://www.airgas.com/-- distributes  
industrial, medical and specialty gases, welding, safety and
related products.  The Company's integrated network of about 900
locations includes branches, retail stores, gas fill plants,
specialty gas labs, production facilities and distribution
centers.  Airgas also distributes its products and services
through eBusiness, catalog and telesales channels.  Its national
scale and strong local presence offer a competitive edge to its
diversified customer base.  

                           *     *     *

Airgas, Inc.'s 9-1/8% Senior Subordinated Notes due 2011 carry
Moody's Investors Service Ba2 Rating and S&P's BB- Rating.


ALLIS-CHALMERS ENERGY: S&P Affirms Planned $80MM Notes' B- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' rating on
oilfield service company Allis-Chalmers Energy Inc.'s proposed
$80 million senior notes issuance due 2014.  These notes are being
offered as additional notes under the indenture pursuant to which
the company issued $160 million of notes in January 2006.

At the same time, Standard & Poor's affirmed the 'B-' corporate
credit rating on the company.  The outlook is stable.

Pro forma for the proposed notes issuance, Houston-based Allis-
Chalmers will have $260 million in debt.

"On April 27, 2006, Allis-Chalmers agreed to purchase Drilling
Logistics & Services Company for $93.2 million in cash, plus 2.5
million shares of Allis-Chalmers' common stock," said Standard &
Poor's credit analyst David Lundberg.

"To finance the acquisition, Allis-Chalmers plans to raise $80
million of new senior notes and issue 2.5 million of common stock
(equating to roughly $36 million of net cash proceeds, assuming an
offering price of $15.24 per share)," he continued.

The outlook for the company is stable.

Standard & Poor's recognizes that industry trends for oilfield
services should remain favorable in the near term, and that Allis-
Chalmers' financial performance in the first two quarters of 2006
has exceeded expectations.

At the same time, the company faces several challenges, including
integrating two large acquisitions (the recent Specialty Rental
acquisition and the pending DLS purchase) and operating under a
heavy debt burden.  Positive rating actions are contingent on the
ability to meet financial targets, and integrate acquired
properties successfully.  Worse than expected financial results or
heightened liquidity concerns could result in a negative rating
action.


ALPHA NATURAL: Good Performance Cues Moody's to Lift Ratings
------------------------------------------------------------
Moody's Investors Service raised Alpha Natural Resources corporate
family rating and senior secured ratings to B1 from B2 and its
senior unsecured rating to B2 from B3.  Moody's also affirmed the
SGL-2 speculative grade liquidity rating.  The upgrade reflects
Alpha's solid earnings performance since its formation in late
2002, its generation of free cash flow, excluding the return of
cash to Alpha's founding shareholders following its IPO in
February 2005, and its successful integration and operation of the
mines acquired in the fall of 2005 from Nicewonder.

The B1 corporate family rating reflects Alpha's strong earnings
momentum, its favorable leverage and its ability to consistently
generate free cash flow.  The ratings also consider anticipated
stable long-term demand for coal, and Alpha's low level of
pension, black lung, and OPEB obligations relative to many of its
coal mining peers.  However, the rating also considers Alpha's
concentration in Central Appalachian coal mining and the geologic
and operating difficulties of underground Appalachian mining in
particular as well as continuing cost pressures and tight labor
markets facing all mining companies.

Upgrades:

Issuer: Alpha Natural Resources, LLC

   * Corporate Family Rating, Upgraded to B1 from B2
   * Senior Secured Bank Credit Facility, Upgraded to B1 from B2
   * Senior Unsecured Regular Debenture, Upgraded to B2 from B3

Moody's most recent rating action on Alpha was in October 2005
when it assigned a B2 Senior Secured rating to its new credit
facility and affirmed the B2 Corporate Family rating and B3 Senior
Unsecured rating.  Alpha Natural Resources, LLC, based in
Abingdon, Virginia, is engaged in the mining and marketing of
steam and metallurgical coal and had revenues in the fiscal year
ended Dec. 31, 2005, of $1.6 billion.


AMAZON.COM: Earns $22 Million in Second Quarter of 2006
-------------------------------------------------------
Amazon.com, Inc., disclosed that its net sales increased 22% to
$2.14 billion in the second quarter of 2006 from $1.75 billion in
second quarter of 2005.

The Company's operating income decreased 55% to $47 million in the
second quarter from $104 million in second quarter 2005 due to
technology and content investments, lower prices including free
shipping and Amazon Prime, and $20 million from a contract
termination and related fee dispute.

Net income was $22 million in the second quarter compared to net
income of $52 million in second quarter 2005.

The Company also reported a decline in operating cash flow
declined of 2% to $610 million for the trailing twelve months,
compared to $624 million for the trailing twelve months ended June
30, 2005.

The Company's common shares outstanding plus shares underlying
stock-based awards outstanding totaled 443 million at June 30,
2006 compared to 438 million a year ago.

"We're investing in Amazon Prime and future technology
initiatives" Jeff Bezos, founder and chief executive officer of
Amazon.com said.  "Amazon Prime gets customers their products
fast, and our investments in technology position us to innovate in
seller platforms, web services, and digital.  We're looking
forward to the coming decrease in our year-over-year growth rates
in technology spending in the second half of 2006."

Highlights:

     -- Sales of the Company's U.S. and Canadian sites, were
        $1.16 billion, up 21% from second quarter 2005;

     -- Sales of the Company's U.K., German, Japanese, French and
        Chinese sites, were $982 million, up 24% from second
        quarter 2005;

     -- Worldwide Electronics & Other General Merchandise grew 37%
        to $624 million in second quarter 2006, and increased to
        29% of worldwide net sales compared with 26% in second
        quarter 2005;

     -- The Company launched its new Toy and Baby stores on
        http://www.amazon.com/

     -- The Company launched a Grocery store on
        http://www.amazon.com/with over 14,000 dry goods grocery
        products across more than 1,200 brands;

     -- Amazon's German website launched its Sporting Goods store,
        offering a selection of sporting goods in over 25
        categories from top brands like Adidas, Burton, Nike,
        Puma, Quiksilver and Salomon;

     -- The Company extended its Enterprise Solutions agreement
        with Target.com through August 2010 and launched a new
        Sears Canada branded website; and

     -- Amazon S3, a storage service for software developers,
        gained momentum in its first full quarter after launch.

At June 30, 2006, the Company's balance sheet showed
$3,165,000,000 in total asssets, $2,782,000,000 in total
liabilities, and $383,000,000 in total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?e8b

Based in Seattle, Wash., Amazon.com, Inc. (Nasdaq: AMZN) a Fortune
500 company, opened on the World Wide Web in July 1995 and offers
Earth's Biggest Selection.  Amazon.com seeks to be Earth's most
customer-centric company, where customers can find and discover
anything they might want to buy online, and endeavors to offer its
customers the lowest possible prices.  Amazon.com and other
sellers offer millions of unique new, refurbished and used items
in categories such as health and personal care, jewelry and
watches, gourmet food, sports and outdoors, apparel and
accessories, books, music, DVDs, electronics and office, toys and
baby, and home and garden.  Amazon.com and its affiliates operate
retail sites http://www.amazon.com/http://www.amazon.co.uk/
http://www.amazon.de/http://www.amazon.co.jp/
http://www.amazon.fr/http://www.amazon.ca/and  
http://www.joyo.com/  

                           *     *     *

Standard & Poor's Ratings Services raised its ratings on
Amazon.com, including its corporate credit rating to 'BB-' from
'B+' in September 2005 and affirmed its 'B-1' short-term rating on
the company.  The outlook is stable, S&P said.

In December 2004, Moody's upgraded Amazon's senior implied rating
to B1, its issuer rating to B2, the rating on Amazon's various
convertible subordinated notes issues maturing 2009 thru 2010 to
B3, and multiple shelf ratings to (P) B2, (P) B3, and (P) Caa1.  
At the same time, Moody's affirmed Amazon's SGL-2 speculative
grade liquidity rating.


AMERIGAS PARTNERS: Posts $14.8MM 2006 3rd Fiscal Quarter Net Loss
-----------------------------------------------------------------
AmeriGas Propane, Inc., general partner of AmeriGas Partners,
L.P., reported a $14.8 million net loss for the third fiscal
quarter ended June 30, 2006, compared with a net loss of
$17.7 million in the same period last year.

The Company disclosed that including the loss on the early
extinguishment of debt of $33.6 million, the prior year third
quarter net loss was $51.3 million.

The Partnership's earnings before interest expense, income taxes,
depreciation and amortization were $20.7 million for the third
fiscal quarter of 2006, compared with EBITDA of $19.9 million,
excluding the loss on extinguishments of debt of $33.6 million, a
year ago.  EBITDA in the 2005 fiscal third quarter, including the
loss on extinguishment of debt, was a loss of $13.7 million.

"Our retail volumes declined 10.8 million gallons to 171.1 million
gallons this quarter due to warmer weather and price-induced
customer conservation," Eugene V. N. Bissell, chief executive
officer of AmeriGas, said.  

"Weather for the quarter was 21.9% warmer than normal compared
with weather that was 4.9% warmer than normal in the prior-year
period, according to the National Oceanic and Atmospheric
Administration.  Despite the lower volumes, we continue to expect
to earn adjusted EBITDA in the range of $245 million to
$255 million for the fiscal year ending Sept. 30, 2006."

The Company reported revenues for the quarter of $379.1 million
versus $349.5 million a year ago.  Operating and administrative
expenses increased $3.8 million during the quarter due to higher
vehicle fuel and lease costs, higher employee compensation and
benefits expense and increased bad debt expense.

AmeriGas Partners, L.P. (NYSE:APU) -- http://www.amerigas.com--  
is a retail propane marketer, serving nearly 1.3 million customers
from over 650 locations in 46 states.  UGI Corporation (NYSE:UGI)
through subsidiaries, owns 44% of the Partnership and individual
unitholders own the remaining 56%.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
AmeriGas Partners, L.P.'s $350 million senior notes due 2016,
issued jointly and severally with its special purpose financing
subsidiary AP Eagle Finance Corp., are rated 'BB+' by Fitch
Ratings.  Fitch also affirmed APU's existing senior unsecured debt
rating of 'BB+' and issuer default rating of 'BB+'.  Fitch said
the Rating Outlook is Stable.

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service assigned a B1 rating to AmeriGas
Partners, L.P.'s $350 million senior unsecured notes due 2016;
upgraded its existing $415 million of senior unsecured notes due
2015 to B1 from B2; and affirmed its Ba3 corporate family rating.  
Moody's said the rating outlook is stable.


AMES TRUE: High Leverage Prompts Moody's to Junk Corp. Rating
-------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of Ames True
Temper's corporate family rating to Caa1 from B3, concluding
the review for possible downgrade initiated in April 2006.  The
rating outlook is stable.

The downgrade reflects Ames' continuing modest operating
performance and high leverage following the recent debt financed
acquisitions of Union Tools and Hound Dog.  The company's
operating performance degradation has been caused by continuing
high raw material prices, which the company has not been able to
fully recapture through price increases and a slowdown in consumer
spending, neither of which is expected to materially change in the
near term.  The company's modest operating performance is also due
to less favorable weather conditions

The company's modest operating performance and additional
borrowings under its revolver have resulted in deteriorating
credit metrics.  Of particular concern is the company's low
adjusted interest coverage, which is just over 1x and the increase
in adjusted leverage to over 9x following the acquisitions.  While
Moody's does not expect either of these metrics to change
significantly by the end of fiscal 2006, modest improvement is
expected in fiscal 2007 as the company integrates the
acquisitions.

The company's ratings are supported by its leading brand names and
its competitive share position in the lawn & garden industry
through its relationships with the "big box" home center
retailers.  The ratings are further supported by the company's
ongoing new product innovations.

Moody's believes the company's liquidity is adequate, despite its
modest operating cash flow and limited financial flexibility,
because of the availability under its $130 million revolver, the
lack of any significant financial covenants and no near-term debt
maturities.

The stable ratings outlook reflects Moody's belief that Ames True
Temper's additional EBITDA and cash flow generation from the Union
Tools and Hound Dog acquisitions should help buffer against
increasing raw material costs and uncertainty in consumer
spending.

These ratings were downgraded:

   * Corporate family rating to Caa1 from B3;
   * $150 million floating rate senior notes to Caa2 from Caa1;
   * $150 million senior subordinated notes to Caa3 from Caa2;

This rating was confirmed:

   * Liquidity rating of SGL 3

Ames True Tempe is a North American manufacturer and marketer of
non-powered lawn and garden tools and accessories.  For the LTM
ending March 31, 2006, the company had sales of approximately
$460 million.


ARVINMERITOR INC: Moody's Cuts 7.125% Unsec. Notes' Rating to Ba3
-----------------------------------------------------------------
Moody's Investors Service downgraded approximately $10.9 million
of ArvinMeritor, Inc.'s remaining notes that were issued under its
1990 indenture and affirmed ratings on all of the company's other
unsecured notes at Ba3.  The action follows ArvinMeritor
depositing approximately $11.9 million of an investment in a money
market fund into an escrow account for the benefit of note
holders.  While the amounts were sufficient for ArvinMeritor to be
relieved of compliance with certain restrictive terms of the
indenture, the notes are not legally defeased and will remain on
the company's balance sheet.

Importantly, no independent legal opinion has been provided which
would attest to a perfected interest over the escrowed assets in
the event of an unanticipated bankruptcy filing by the issuer.   
Consequently, Moody's believes that there is insufficient
documentation to support a differentiated rating for the affected
instruments.  All other ArvinMeritor ratings are unaffected by
this action and have been affirmed.

Ratings downgraded:

ArvinMeritor, Inc.

   * 6.625% notes maturing in 2008 to Ba3 from Ba2

   * 7.125% notes maturing in 2009 to Ba3 from Ba2

The notes were placed under review with direction uncertain on
June 7, 2006, to assess the impact of the company's plan to pursue
an affective defeasance of the notes.  Other actions taken on that
date included affirming ArvinMeritor's Corporate Family rating of
Ba2 and its Speculative Grade Liquidity rating of SGL-2, assigning
Ba1 ratings to its secured bank credit facilities, and downgrading
the ratings of its other unsecured senior notes to Ba3.  The
outlook remains negative.

In June, ArvinMeritor reset the terms of its bank revolving credit
facility and arranged a new $170 million bank term loan, both of
which benefit from first priority liens against certain company
assets.  The extent of the assets pledged was limited by
provisions under the company's indentures for its unsecured notes.  
Language under the company's 1990 indenture contained more
protective features.  As the company had earlier successfully
tendered for a substantial portion of notes issued under the 1990
indenture, only $10.9 million of notes remained.

ArvinMeritor has irrevocably placed into escrow an $11.9 million
investment in a money market fund which exclusively invests in
U.S. treasury obligations.  The trustee under the indenture also
serves as escrow agent and holds said funds in trust to pay and
discharge the remaining indebtedness.  In doing so, the company
has been relieved of compliance with certain terms of the
indenture, but all other terms remain in force.  

The notes will continue to be included on ArvinMeritor's balance
sheet as no assurance can be given that the amount deposited and
realized rates of return on the invested funds will be sufficient
to fully cover the remaining principal and interest on the notes.  
The current rate of return on the money market fund is less than
the fixed coupons on the notes.

Possession and control by the trustee agent and the nature of the
trust arrangement might provide some protection in the event of an
unanticipated bankruptcy filing by the issuer.  However, no
definitive independent legal opinion addressing the priority
interest over the escrowed assets in the event of bankruptcy is
available.

Headquartered in Troy, Mich., ArvinMeritor, Inc., is a global
supplier of a broad range of integrated systems, modules and
components serving light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets.  Revenues in fiscal 2005 were approximately
$8.9 billion.


ATE KAYS: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Ate Kays Company
        370 Lexington Avenue, Suite 1810
        New York, NY 10017

Bankruptcy Case No.: 06-11733

Chapter 11 Petition Date: July 28, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtor's Counsel: Laurence May, Esq.
                  Cole Schotz Meisel Forman & Leonard, P.A.
                  460 Park Avenue, 8th Floor
                  New York, NY 10022
                  Tel: (212) 752-8000
                  Fax: (212) 752-8393

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


ATLANTIC MARINE: S&P Affirms Planned $155MM Facility's B+ Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' bank loan
rating and '2' recovery rating on Atlantic Marine Holding Co.'s
proposed $155 million secured credit facility.  The facility
consists of a $35 million revolving facility due 2012 and a $120
million term loan due 2013.

The affirmation follows a change in the collateral package
securing the facility that now excludes land and buildings at the
company's Jacksonville, Florida, facility due to an onerous
mortgage filing tax in Florida.

"Although the secured lenders no longer have a claim to these
assets, the recovery prospects have not changed as the lenders are
likely to recover the excluded value through an unsecured claim in
bankruptcy," said Standard & Poor's credit analyst Christopher
DeNicolo.

The corporate credit rating on Atlantic Marine is 'B+' and the
outlook is stable.  The ratings on the company reflect high debt
leverage, a modest revenue base (around $175 million), especially
compared with some competitors in the government sector, and
growth dependent on the more competitive and cyclical nonmilitary
and marine fabrication segments.

These factors are partly offset by the high barriers to entry in
the marine repair industry and the company's fairly good diversity
of vessels serviced.

Ratings List:

  Atlantic Marine Holding Co.:

    * Corporate credit rating: B+/Stable/--

Ratings Affirmed:

  Atlantic Marine Holding Co.:
  
    * $35 million revolving credit facility due 2012: B+
      (Recovery rating: 2)
  
    * $120 million term loan B due 2013: B+ (Recovery rating: 2)


B/E AEROSPACE: Earns $18.7 Million in Second Quarter of 2006
------------------------------------------------------------
B/E Aerospace, Inc., reported consolidated sales of $271.5 million
for the second quarter of 2006, a $63.9 million increase over the
second quarter of 2005.

Operating earnings for the second quarter of 2006 of $35.3 million
increased by $11.2 million or 46.5% as compared to the same period
last year, driven by continued revenue and earnings growth as well
as margin expansion in each of the Company's Commercial Aircraft,
Distribution and Business Jet segments.

The retirement in January 2006 of the Company's $250 million
senior subordinated notes due 2008 resulted to a $6.3 million
decline in interest expense for the second quarter of 2006.

The Company's earnings before income taxes of $26.6 million were
higher than the prior year's pre-tax earnings of $9.1 million.  
Net earnings for the second quarter of 2006 were $18.7 million
versus $8.4 million in the same period for the prior year.

For the six months ended June 30, 2006, the Company reported
consolidated sales of $518.7 million, a 28.4% increase over the
same period last year.  Its operating earnings of $66.4 million
for the first six months of 2006 were $22.4 million or 50.9%
greater than the same period last year.  

Interest expense of $18.2 million for the current six-month period
decreased by $11.9 million versus the same period in the prior
year.  Earnings before income taxes for the current six-month
period of $46.4 million were higher to the prior year's earnings
before income taxes of $13.9 million.  Its net earnings for the
current six-month period of $32.5 million were 160% higher than
the same period last year.  Bookings for the current six-month
period were nearly $900 million.

At June 30, 2006, the Company's total debt stood at approximately
$429 million.  Capital expenditures for the six months ended
June 30, 2006, and 2005 were $10.8 million and $7.1 million,
respectively.

Backlog at the end of the quarter was $1.45 billion, an increase
of approximately $650 million or over 75% as compared to backlog
at June 30, 2005.

"Our bookings performance this quarter is particularly noteworthy
given the absence of any single, major customer award during the
quarter," Amin J. Khoury, the Company's chairman and chief
executive officer said.

"The strong level of bookings reflects the high level of customer
activity in the marketplace and continued traction on acceptance
of B/E's portfolio of new products.  Bookings in the quarter also
further strengthened the quality of our record backlog with orders
for higher margin products.  Our growing and improving backlog
further bolsters our confidence in the outlook for the next few
years".

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV) --
http://www.beaerospace.com/-- manufactures aircraft cabin    
interior products, and is an aftermarket distributor of
aerospace fasteners.  B/E designs, develops and manufactures a
broad range of products for both commercial aircraft and business
jets. B/E manufactured products include aircraft cabin seating,
lighting, oxygen, and food and beverage preparation and storage
equipment.  The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services.  
Products for the existing aircraft fleet -- the aftermarket --
generate about 60% of sales.  B/E sells and supports its products
through its own global direct sales and product support
organization.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service raised B/E Aerospace, Inc.'s Corporate
Family Rating to B1 from B3.  Moody's said the ratings outlook is
stable.


B/E AEROSPACE: Acquires Draeger Aerospace from Cobham for $80 Mil.
------------------------------------------------------------------
B/E Aerospace, Inc., acquired Draeger Aerospace GmbH for
approximately $80 million from Cobham PLC of Dorset, England.

The Company disclosed that the acquisition, which is an all cash
purchase, is funded with cash on hand.

The integration of Draeger with the Company's existing oxygen
business will create substantial operating efficiencies for its
original equipment manufacturer partners and will allow it to
offer the broadest oxygen system product line in the industry,
including passenger and crew oxygen as well as oxygen storage and
distribution.

                      About Draeger Aerospace

Draeger is a supplier of components and integrated systems to
supply oxygen systems for both civil and military aircraft.  In
the civil market, Draeger has well-established strengths in both
chemical and gaseous oxygen systems.  Draeger, like B/E, is well
positioned on both Airbus and Boeing aircraft.  In the military
market, Draeger is a contractor for oxygen systems for the
Eurofighter Typhoon, as well as providing maintenance and repair
services for the German air force's in-service oxygen systems.

                        About B/E Aerospace

Based in Wellington, Florida, B/E Aerospace, Inc. (Nasdaq:BEAV) --
http://www.beaerospace.com/-- manufactures aircraft cabin    
interior products, and is an aftermarket distributor of
aerospace fasteners.  B/E designs, develops and manufactures a
broad range of products for both commercial aircraft and business
jets. B/E manufactured products include aircraft cabin seating,
lighting, oxygen, and food and beverage preparation and storage
equipment.  The company also provides cabin interior design,
reconfiguration and passenger-to-freighter conversion services.  
Products for the existing aircraft fleet -- the aftermarket --
generate about 60% of sales.  B/E sells and supports its products
through its own global direct sales and product support
organization.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service raised B/E Aerospace, Inc.'s Corporate
Family Rating to B1 from B3.  Moody's said the ratings outlook is
stable.


BADAT HOSPITALITY: Voluntary Chapter 11 Case Summary
----------------------------------------------------
Debtor: Badat Hospitality, Inc.
        dba Days Inn Houston North
        915 West Bertrand Road
        Houston, TX 77088
        Tel: (281) 820-1500

Bankruptcy Case No.: 06-33439

Type of Business: The Debtor operates a lodging house.

Chapter 11 Petition Date: July 28, 2006

Court: Southern District of Texas (Houston)

Judge: Karen K. Brown

Debtor's Counsel: Margaret Maxwell McClure, Esq.
                  2 Houston Center
                  909 Fannin, Suite 1580
                  Houston, TX 77010
                  Tel: (713) 659-1333
                  Fax: (713) 658-0334

Estimated Assets: Unknown

Estimated Debts:  Unknown

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


BECKMAN COULTER: Names Carolyn Beaver as Chief Financial Officer
----------------------------------------------------------------
Beckman Coulter has appointed Carolyn D. Beaver as its chief
financial officer.

The Company disclosed that Ms. Beaver will hold the position on an
interim basis while the Company completes its search for a
replacement for former CFO, James T. Glover, who retired.  

Ms. Beaver, 47, has held the position of vice president &
controller of the Company since August 2005 and was appointed to
the position of chief accounting officer in October, 2005.  

From 1987 through April 2002, she was an audit partner with KPMG,
LLP, serving as KPMG's engagement partner for the Beckman Coulter
account from 1993 through 1999.  She does not have a separate
written employment agreement with the Company and is employed on
an at-will basis.

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
rating on the Company's $500 Million Universal Shelf Registration
(senior and subordinate).  Moody's said the outlook on Beckman's
ratings is stable.


BERRY PLASTICS: S&P Revises B+ Corp. Credit Rating's Watch to Neg.
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'B+' corporate credit rating on Berry Plastics
Corp. to negative from developing.  The ratings were initially
placed on CreditWatch with developing implications on April 4,
2006.

The CreditWatch revision follows the company's announcement that
it has commenced a cash tender offer for all of its outstanding
$335 million of 10.75% senior subordinated notes due 2012.  

   a) the tender offer and consent solicitation are subject to the
      satisfaction of certain conditions, including:

   b) the receipt of tenders from holders of a majority in           
      principal amount of the outstanding notes;

   c) the consummation of the previously announced acquisition of
      the parent company, BPC Holding Corp., by the private equity
      firms Apollo Management L.P. and Graham Partners and their
      affiliates; and

   d) the availability of funds to pay the total consideration
      with respect to the notes.

The funding is to be raised from borrowings under a proposed
credit facility and sale of newly issued notes.

Berry's announcement removes upside potential for the ratings
stemming from the acquisition.

"The negative implications reflect the likelihood of a substantial
increase in the company's debt levels, given that the proposed
transaction will be mostly debt financed," said Standard & Poor's
credit analyst Liley Mehta.

Ratings could be affirmed or lowered upon resolution of the
CreditWatch listing.  In assessing the impact on the ratings,
Standard & Poor's will examine the implications for the financial
profile, as well as review the company's business and financial
strategies.

In June 2006, private equity firms, Apollo and Graham Partners
signed a definitive agreement to acquire BPC Holding Corp. from
Goldman Sachs Capital Partners and JPMorgan Partners for an
enterprise value of $2.25 billion in aggregate consideration.  The
transaction is subject to regulatory approval and other customary
closing conditions, and is expected to close by the end of the
third quarter of 2006.

Following the transaction, Apollo will own a majority of Berry's
common stock.  Evansville, Indiana-based Berry had total debt
outstanding of about $1.2 billion at March 31, 2006.

The ratings on Berry reflect:

   * the company's large market shares in its niche segments;
   * a well-diversified customer base;
   * strong customer relationships; and
   * a highly leveraged financial profile.

With annual revenues of about $1.3 billion, privately held Berry
is a leading manufacturer and supplier of rigid plastic injection-
molded and thermoformed open-top containers, aerosol overcaps,
drinking cups, housewares, closures for the health care and food
and beverage segments, pharmaceutical bottles, and prescription
vials.


BEXAR COUNTY: Debt Level Prompts Moody's to Downgrade Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded two ratings on Bexar County
Housing Finance Corporation Multifamily Revenue Refunding Bonds,
Series 2002 A to Ba1 from Baa2 and Series 2002B to Ba3 from Ba2.

The rating downgrades are reflective of debt service coverage
level that are not consistent with Moody's standards for
investment grade ratings, subject occupancy that is lower than the
submarket and the expectation that supply in the pipeline will
erode occupancy further in the near term.  The outlook remains
negative, reflecting market research, which projects vacancy
decreases over the medium term.

The 278 unit garden style complex was built in 1974 and is
composed of 58, one and two-story buildings located approximately
twelve miles northwest of downtown San Antonio.  The property is
located near major employers such as South Texas Medical Center,
University of Texas at San Antonio and USAA World Headquarters.   
NOI and debt service coverage both decreased in 2003 and part of
2004 due to a softening of the rental market.

Legal Security:

All bonds are secured by revenues of the project as well as by
funds and investments pledged to the trustee as security for the
bonds.

Strengths

   -- Revenues continue to generate enough funds for all expenses
      and debt service payments.

   -- Property is located in northwest San Antonio near major
      employment centers.

Challenges

   -- Debt service coverage of senior debt has decreased and is
      no longer consistent with Moody's benchmark for an
      investment grade rating.

   -- Debt service coverage of subordinate debt provides only a
      relatively thin cushion.

   -- Occupancy at the subject property is below that of its
      submarket.

   -- A substantial number of multi-family units are currently in
      the pipeline within the northwest San Antonio submarket
      which will likely reduce occupancies at existing
      properties.

Recent Developments

Audited 2005 financials generate senior debt service coverage of
1.28 times, which is below the 1.31x experienced in 2004 and
Moody's minimum debt coverage benchmark for an investment grade
rating.  Subordinate coverage for 2005 is 1.14x, a decrease from
1.17x in 2004.  The decrease in coverage is the result of lower
net rental revenues.  Rolling 12 month interim financial
statements indicate coverage will likely be lower for 2006.

Occupancy at the subject was 92% in April 2006, lower than the
94.8% average in the northwest San Antonio submarket reported by
Torto Wheaton Research.  Vacancy in the submarket is forecasted to
decrease to 90.6% in 2007 and 90.3% in 2008 by TWR as 1,890 units
of new multi-family housing are expected to be completed over the
next two years.  Cinnamon Creek will likely be negatively impacted
as the new product will provide strong competition.

What could change the rating -UP

A stabilization of occupancy and substantial increase in debt
service coverage as substantiated by audited financial statements.

What could change the rating -DOWN

A decline in occupancy and a decrease in debt service coverage.

Outlook

The outlook on the bonds remains negative.  This reflects Torto
Wheaton market research that indicates increases in vacancies in
San Antonio over the medium term.


BIDDISCOMBE INT'L: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Biddiscombe International, LLC
        dba Biddiscombe Laboratories
        dba Stylz Products
        fka Biddiscombe Holdings, LLC
        11961 31st Court North
        Saint Petersburg, FL 33716

Bankruptcy Case No.: 06-03853

Type of Business: The Debtor is a manufacturer and marketer of
                  skin care and sunless tanning products.
                  See http://biddiscombe.com/

Chapter 11 Petition Date: July 28, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Chad S. Bowen, Esq.
                  Michael P. Brundage, Esq.
                  Jennis Bowen & Brundage, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707

Total Assets:   $696,560

Total Debts:  $2,616,129

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Henry J. Barth                   Personal Loan           $690,000
Oedenbergerstrasse 52
D-90491 Nuremberg
Germany

Stephen Gayheart                 Purchase Agreement      $665,834
3030 Hargett Lane, FL 34965

SunTrust Bank                    Debtors' Assets         $459,263
211 Permieter Center Parkway                            ($146,024
Suite 100                                                Secured)
Atlanta, GA 30346

                                 Real Estate             $583,333
                                                        ($550,000
                                                         Secured)

XO Communications                Telephone Services       $33,687
8851 Sandy Parkway
Sandy, UT 84070

SunTrust BankCard                Credit Card              $20,970
P.O. Box 791250
Baltimore, MD 21279

Henry Pak, Inc.                  Trade Debt               $17,645

American Flexpack                Trade Debt               $15,716

Tri-K Industries                 Trade Debt               $15,490

Tubed Products, LLC              Trade Debt               $15,020

Seppic, Inc.                     Trade Debt                $7,134

Island Sun Times, Inc.           Trade Debt                $6,684

R&L Carrier                      Shipping Charges          $5,706

Correro, Fishman, Haygood        Attorneys' Fees           $4,773

Virgo Publishing, LLC            Advertising               $4,480

Johnson Pope Bokor, et al.       Attorneys' Fees           $4,131

James C. Christian               Web Design Services       $3,875

Ashland Chemical                 Trade Debt                $3,826

Aerosol Specialties              Trade Debt                $3,638

Tanning Trends                   Advertising               $3,200


BLUEGRASS CONTAINER: S&P Affirms $985 Mil. Facilities' BB- Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' senior
secured and '1' recovery ratings on the $985 million first-lien
senior secured bank facilities of Bluegrass Container Co. LLC
(B+/Stable/--).  The first-lien debt is rated one notch above
the corporate credit rating; the recovery rating of '1' indicates
the expectation of full recovery of principal in the event of a
payment default.

At the same time, Standard & Poor's lowered its recovery rating on
the company's $330 million second-lien senior secured bank
facility to '5' from '4', indicating the expectation for
negligible (0%-25%) recovery of principal in the event of a
payment default.  

The second-lien bank loan rating was affirmed at 'B-', two notches
below the corporate credit rating.

"The rating actions follow a shift of $75 million from the second-
lien term loan to the first-lien bank facilities," said Standard &
Poor's credit analyst Pamela Rice.

Ratings List:

  Bluegrass Container Co. LLC:

    * Corporate credit rating: B+/Stable/--

Rating Affirmed:

    * $985 mil. sr. sec. first-lien bank loan: BB-
      (Recovery rating: 1)

    * $330 mil. sr. sec. 2nd-lien bank loan: B-

Rating Lowered:

    * $330 mil. sr. sec. 2nd-lien bank loan's recovery rating to 5
      from 4


BOSTON SCIENTIFIC: Posts $4.26 Bil. Net Loss in 2006 2nd Quarter
----------------------------------------------------------------
Boston Scientific Corporation generated $2.11 billion of net sales
for the second quarter of 2006, compared with $1.62 billion for
the second quarter of 2005, an increase of 31% on a constant
currency basis.  The increase was primarily attributable to the
inclusion of Guidant Corporation net sales for the period from
April 21, 2006, to June 30, 2006, which approximated $474 million.

Reported net loss for the second quarter of 2006 was
$4.26 billion.  Reported results for the second quarter of 2006
included charges (after-tax) of $4.54 billion.  These charges
(after-tax) included:

     -- $4.42 billion in purchase accounting adjustments,
        including a $4.18 billion non-cash charge for purchased
        in-process research and development costs related to
        Guidant acquisition;

     -- $96 million in charges related to the Guidant acquisition;
        and

     -- $52 million in charges attributable to investment
        portfolio activity.

Net income for the second quarter of 2005, including net charges,
was $205 million.  Reported results for the second quarter of 2005
included net charges (after-tax) of $199 million, which consisted
primarily of purchased research and development associated with
several acquisitions the Company made in 2005.

Net income for the second quarter of 2006, excluding net charges
and amortization and stock compensation expense, was $412 million.
Net income for the second quarter of 2005, excluding net charges
and amortization and stock compensation expense, was $434 million.

Worldwide sales of TAXUS paclitaxel-eluting coronary stent systems
were $647 million for the second quarter of 2006, as compared to
$663 million for the second quarter of 2005 and $633 million for
the first quarter of 2006.  U.S. sales of TAXUS coronary stent
systems were $429 million for the second quarter of 2006 as
compared to $467 million for the second quarter of 2005 and
$419 million for the first quarter of 2006.

On a pro-forma basis for the full quarter -- as though the Company
had acquired Guidant on April 1st -- worldwide CRM sales were
$529 million, which includes $383 million of worldwide implantable
cardioverter defibrillator sales and $146 million of worldwide
pacemaker sales.  ICD sales in the U.S. were approximately
$273 million and U.S. pacemaker sales were $81 million.

"The second quarter was a transforming one for Boston Scientific,"
Jim Tobin, president and chief executive officer of Boston
Scientific said.  

"We are reporting revenues of more than $2 billion, and we exited
the quarter with an annualized run rate approaching $9 billion in
sales, as well as EBITDA before special charges and stock
compensation expense, of approximately $2.9 billion.  The Guidant
acquisition has transformed Boston Scientific into a leading
cardiovascular company and has helped to diversify and enhance our
growth opportunities.  While results are highly impacted by one-
time acquisition-related accounting adjustments, our business
prospects are clearly promising.  In addition, we strengthened our
leadership in drug-eluting stents, increasing our U.S. market
share to 55 percent, and continuing to grow sales outside the U.S.
Our Neuromodulation Group also had an impressive quarter, with a
78 percent increase in sales."

Headquartered in Natick, Massachusetts, Boston Scientific
Corporation -- http://www.bostonscientific.com/-- develops,  
manufactures and markets medical devices used in a broad range of
interventional medical specialties.

                           *     *     *     

As reported in the Troubled Company Reporter on April 25, 2006,
Moody's Investor Services lowered the credit ratings of Boston
Scientific following the close of the acquisition of Guidant
Corporation.  Affected ratings include: senior notes to Baa3 from
Baa1; short-term rating to Prime-3 from Prime-2; senior shelf to
(P)Baa3 from (P)Baa1; subordinated shelf to (P)Ba1 from (P)Baa2;
and preferred stock shelf to (P)Ba2 from (P)Baa3.


BOYD GAMING: Second Quarter 2006 Net Income Down to $10.2 Million
-----------------------------------------------------------------
Boyd Gaming Corporation reported second quarter 2006 net income of
$10.2 million, compared with $48.6 million in the same period in
2005.

The Company recorded $6.3 million of non-cash compensation expense
in the current quarter; there was no such expense recorded for the
same period last year.

The Company reported adjusted earnings for the second quarter 2006
of $42.5 million compared with $50.3 million for the same quarter
in 2005 and during the second quarter 2006, certain pre-tax
adjustments to earnings of $50.3 million were:

     -- $31.2 million charge for write-downs and other charges,
        related to the retirement of the original gaming vessel at
        Blue Chip.  

     -- $9.6 million charge for preopening expenses, including the
        Echelon development and Borgata's public space expansion
        project and other projects.  

     -- $6.7 million charge for a retroactive Illinois gaming tax
        assessment at Par-A-Dice.  

     -- $2.7 million charge to accelerate depreciation of
        Stardust, to retire the property to develop Echelon Place.  

Net revenues increased 10.2% to $610.9 million for the second
quarter 2006, due to the addition of South Coast and Blue Chip
expansion.  Total Adjusted EBITDA was $167.3 million in the second
quarter 2006 and included a $6.7 million charge for a retroactive
gaming tax assessment at its Par-A-Dice property in Illinois.
Total Adjusted EBITDA for the same period last year was $159.2
million.

"After eight consecutive quarter-over-quarter increases in
Adjusted EPS dating back to the second quarter 2004, this quarter
turned out to be a transition period, as we continued to ramp-up
at Blue Chip, re-introducing our new facility within that market,
and to adjust operationally for a capacity increase of
approximately 14% in gaming positions in the Las Vegas Locals
market," Bill Boyd, chairman and chief executive officer of Boyd
Gaming, commented.  

"We also completed our public space expansion at Borgata and added
to our development plans with a near-term opportunity in Florida,
further strengthening our growth pipeline.  Blue Chip's new
expansion demonstrated significant potential for the future, as we
move past our launch phase and begin focusing on margin
improvement.  

"Additionally, Borgata's expansion, which opened on the last day
of the quarter, was extremely well-received by guests, and with
renowned chefs Wolfgang Puck, Bobby Flay and Michael Mina, we
reinforced Borgata's leading position in the Atlantic City
market."

                       Year-To-Date Results

The Company reported net income for the six months ended June 30,
2006 was $73.4 million compared to $88.7 million for the six
months ended June 30, 2005, which included a $16.4 million net of
tax charge.  It also recorded a $12.1 million share-based
compensation expense in the 2006 year-to-date period; there was no
such expense recorded for the same period last year.

Its adjusted earnings for the six months ended June 30, 2006, were
$113.5 million compared to $107.8 million for the six months ended
June 30, 2005.

The Company also reported net revenues of $1.3 billion and
$1.1 billion for the six months ended June 30, 2006, and 2005,
respectively.  Total Adjusted EBITDA was $382.2 million for the
six months ended June 30, 2006, and included a $6.7 million charge
for a retroactive gaming tax assessment for its Par-A-Dice
property in Illinois.  Total Adjusted EBITDA for the 2005 period
was $329.6 million.


                        Quarterly Dividend

The Company's board of directors declared a quarterly dividend of
$0.135 per share, payable on Sept. 1, 2006, to shareholders of
record on Aug. 11, 2006.

                         About Boyd Gaming

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD) --
http://www.boydgaming.com/-- is a diversified owner and operator  
of 19 gaming entertainment properties located in Nevada, New
Jersey, Mississippi, Illinois, Indiana and Louisiana.  The Company
is also developing Echelon Place, a world-class destination on the
Las Vegas Strip, expected to open in early 2010.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Ratings Services placed a 'B+' rating to Boyd
Gaming Corp.'s $250 million senior subordinated notes due 2016 and
affirmed its existing ratings on the Company, including its 'BB'
issuer credit rating.  S&P said the outlook is stable.

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Moody's Investors Service assigned a B1 to Boyd Gaming
Corporation's new $250 million senior subordinated notes due 2016.

Fitch Ratings assigned a 'B+' rating to Boyd Gaming Corporation's
$250 million senior subordinated notes.


BROOK MAYS: Will Auction Substantially All Assets on August 8
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved the Aug. 8, 2006, proposed schedule for the auction of
substantially all of Brook Mays Music Company's assets.  The sale
is intended to close in time for the purchaser to capture the
"back-to-school" rental business.  There is no stalking horse
bidder.

In Feb. 2006, the Debtor hired Houlihan Lokey & Zukin Capital to
assist in the exploration of strategic alternatives, including,
without limitation, the infusion of new equity, a restructuring of
its capital structure, or the sale of some or all of its assets.  

Houlihan sought all qualified purchasers who satisfied the size
criteria and risk profile to consummate the purchase of a
distressed company similar to the Debtor, however:  


   (a) the Debtor received no viable offers for a refinancing of
       its obligations owed to a group of lenders with J.P. Morgan
       Chase Banks, N.A., as administrative agent.  
  
   (b) the Debtor received indications of interest from financial
       buyers to purchase the obligations owed to the Bank Group
       at a discount to par.  After further due diligence by these
       prospective buyers, those indications of interests never
       resulted in a transaction.  This purchase would have been
       followed by a restructuring of Brook Mays through a chapter
       11 case with the ultimate goal of the buyer taking control
       of the Debtor; and

   (c) the Debtor received no viable efforts to purchase certain
       or all of its assets.  However, certain potential buyers
       may still be interested.

Those interested to make a bid must submit by Aug. 4, 2006, at
12:00 p.m. (CDT) a proposed asset purchase agreement to:

   (a) the Debtor

       Brook Mays Music Group
       3940 Pipestone Group
       Dallas, TX 75212
       Fax: 214-631-7241

   (b) the Debtor's financial advisor

       Adam Dunayer
       Houlihan Lokey Howard & Zukin
       200 Crescent Court, Suite 1900
       Dallas, TX 75201
       Tel: 214-220-8470
       Fax: 214-220-3808

   (c) the Debtor's counsel

       Stephen McCartin
       Gardere Wynne Sewell LLP
       3000 Thanksgiving Tower
       1601 Elm Street
       Dallas, TX 75201
       Tel: 214-999-4945

   (d) JPMorgan Chase's counsel

       William L. Wallander
       Vinson & Elkins LLP
       Trammel Crow Center
       2001 Ross Avenue, Suite 3700
       Dallas, TX 75201-2975
       Tel: 214-220-7905
       Fax: 214-999-7905

            -- and --

   (e) counsel to the Unofficial Committee of Unsecured
       Trade Creditors

       Scott Blakeley
       Blakeley & Blakeley LLP
       2030 Main Street, Suite 210
       Irvine, CA 92614
       Tel: 949-260-0611
       Fax: 949-260-0613

The Court will consider approval of the sale on Aug. 9, 2006, at
1:30 p.m. (CDT).

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.


CARMIKE CINEMAS: Inks 5th Amended Senior Secured Credit Facility
----------------------------------------------------------------
Carmike Cinemas, Inc., entered into a fifth amendment, effective
as of July 27, 2006, to its existing senior secured credit
facility which extends the date by which Carmike must submit to
the lenders audited financial statements for the year ended
Dec. 31, 2005, and unaudited financial statements for the quarters
ended March 31, 2006, June 30, 2006, and Sept. 30, 2006.

The fifth amendment:

   -- extends the date by which Carmike must submit to the lenders
      audited financial statements for the year ended Dec. 31,
      2005, to Sept. 30, 2006;

   -- extends the date by which Carmike must submit to the lenders
      unaudited financial statements for the quarter ended
      March 31, 2006 to Sept. 30, 2006;

   -- extends the date by which Carmike must submit to the lenders
      unaudited financial statements for the quarters ended
      June 30, 2006 and Sept. 30, 2006 to Dec. 31, 2006; and

   -- increases the effective interest rate on Carmike's
      outstanding borrowings under the senior secured credit
      facility by 0.50% per annum until such time as Carmike's
      audited financial statements for the year ended Dec. 31,
      2005 and its unaudited financial statements for the quarter
      ended March 31, 2006, are delivered to the lenders.  In
      addition, this 0.50% per annum increase will be in effect if
      Carmike is unable to deliver its unaudited financial
      statements for the quarter ended June 30, 2006, by Aug. 14,
      2006 or if Carmike is unable to deliver its unaudited
      financial statements for the quarter ended Sept. 30, 2006 by
      Nov. 14, 2006, until such time as these unaudited financial
      statements are delivered.

The fifth amendment provides that until Carmike has delivered
to the lenders the audited financial statements for the year
ended Dec. 31, 2005, and the unaudited financial statements for
the quarter ended March 31, 2006, the maximum principal amount
of indebtedness that Carmike may incur under the $50 million
revolving credit facility comprising part of the senior secured
credit agreement is $10 million.  

In addition, the maximum principal amount of indebtedness that
Carmike may incur under the revolving credit facility will
continue to be limited to $10 million if Carmike is unable to
deliver its unaudited financial statements for the quarter ended
June 30, 2006, by Aug. 14, 2006, or if Carmike is unable to
deliver its unaudited financial statements for the quarter ended
Sept. 30, 2006, by Nov. 14, 2006, until such time as these
unaudited financial statements are delivered.  No borrowings are
currently outstanding under the revolving credit facility.

Carmike will pay amendment fees to those lenders approving the
fifth amendment in the aggregate amount of approximately $650,000.

                Request for Nasdaq Filing Extension

As reported in the Troubled Company Reporter on July 25, 2006,
Carmike also requested an extension from the Nasdaq Listing
Qualifications Panel to file its 2005 Form 10-K, all required
restatements, and its 2006 first quarter Form 10-Q on or before
Aug. 22, 2006.  There can be no assurance that the Nasdaq panel
will grant Carmike's request for an extension to Aug. 22, 2006.

                       About Carmike Cinemas

Headquartered in Columbus, Georgia, Carmike Cinemas, Inc. (NASDAQ:
CKEC) -- http://www.carmike.com/-- is a motion picture exhibitor  
in the United States with 301 theatres and 2,475 screens in 37
states, as of Dec. 31, 2005.  Carmike's focus for its theatre
locations is small to mid-sized communities with populations of
fewer than 100,000.

                           *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service placed Carmike Cinemas, Inc.'s ratings
on review for possible downgrade include B2 corporate family
rating; B1 senior secured bank credit facility; and Caa1 senior
subordinated bonds rating.  The Company's outlook was changed to
rating under review from negative.


CHEMED CORP: Mulls $50 Million Stock Repurchase Program
-------------------------------------------------------
Chemed Corporation is in the process of establishing a $50 million
ongoing share repurchase program.  In addition, the Company
announced it intends to fully utilize the remaining $8 million
from its February 2000 share repurchase program.  These share
repurchases will be funded through a combination of cash generated
from operations as well as utilization of its revolving credit
facility.  The timing and the amount of any repurchase of shares
will be determined by Company management based on its evaluation
of market conditions and other factors.

Headquartered in Cincinnati, Ohio, Chemed Corporation (NYSE:CHE)
-- http://www.chemed.com/-- operates VITAS Healthcare    
Corporation, the nation's largest provider of end-of-life care,
and Roto-Rooter, the nation's largest commercial and residential
plumbing and drain cleaning services provider.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2006,
Moody's Investors Service affirmed ratings of Chemed Corp.'s
$175 million senior secured revolving credit facility due
2010 at Ba2; $150 million 8.75% guaranteed senior notes due 2011
at Ba3; Corporate family rating at Ba2; and Speculative grade
liquidity rating at SGL-1.  Moody's said the outlook is stable.


CHURCH & DWIGHT: S&P Rates $250 Million Senior Secured Debt at BB
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Church & Dwight Co. Inc.'s $250 million senior secured
debt due 2012.  The loan was rated 'BB' (at the same level as the
corporate credit rating on Church & Dwight) with a recovery rating
of '2', indicating the expectation for substantial (80%-100%)
recovery of principal in the event of a payment default.

At the same time, Standard & Poor's lowered its ratings on the
company's existing senior secured bank debt and removed them from
CreditWatch.  The loan rating was lowered to 'BB' from 'BB+', and
the recovery rating was revised to '2' from '1'.

In addition, these ratings were removed from CreditWatch, where
they were placed with negative implications July 18, 2006,
following the company's announcement that it would utilize its
$250 million accordion feature on its existing bank facility to
help fund the acquisition of Orange Glo International for $325
million.

The corporate credit rating on Church & Dwight is 'BB' and the
rating outlook is stable.

"The rating reflects the company's participation in the highly
competitive personal care segment of the consumer products
industry, its lack of geographic diversity, and its moderately
leveraged balance sheet," said Standard & Poor's credit analyst
Patrick Jeffrey.  

While Church & Dwight maintains leading brands including Arm &
Hammer and Trojan, it competes against much larger companies, such
as Procter & Gamble Co. and Colgate-Palmolive Co., with much
greater resources to promote and market products.  The company's
operations also are less geographically diverse than those of many
of its competitors, as about 78% of its sales are in the U.S.

Ratings List:

  Church & Dwight Co. Inc.:

   * Corporate credit rating: BB/Stable/--

Ratings Assigned:

   * $250M senior secured debt: BB (Recovery rtg: 2)

Ratings Revised:
                                      To        From
                                      --        ----
  Existing first-lien secured debt:   BB    BB+/Watch Neg.
  Recovery rating:                    2      1/Watch Neg.


COLLINS & AIKMAN: Hires James Wynalek as Head of Plastics Division
------------------------------------------------------------------
Frank Macher, president and chief executive officer of Collins &
Aikman Corporation disclosed the appointment of James W. Wynalek
as president of Plastics Operations, effective immediately.  Mr.
Wynalek had been serving as executive vice president and chief
technology officer for the North American automotive supplier.  

In his new position, Mr. Wynalek will oversee all manufacturing,
purchasing, process engineering and quality issues for the
Company's Plastics Operations.

Mr. Wynalek replaces Dennis Profitt, who has left the Company to
pursue other interests.  Mary Ann Wright, executive vice president
for commercial and program management will now oversee the
Company's product engineering, design and development functions in
addition to her previous responsibilities of marketing, sales,
business development and program management.

Mr. Wynalek joined Collins & Aikman in early 2006 from Dell
Computers, most recently serving as Vice President Engineering and
Quality for Dell Americas Operations.  In this position he was
responsible for new product introduction, process engineering, and
test and quality operations across all North and South American
manufacturing facilities.  Mr. Wynalek brings more than 28 years
of manufacturing, production design, and business development
experience to the Company.

"Jim's ability to understand the multifaceted pieces of the
manufacturing and engineering sides of our business will provide
C&A invaluable direction as we look to expedite the turnaround of
our Plastics group," Mr. Macher said.  "We thank Dennis for the
contributions he made in laying the foundation for the Plastics
group turnaround and wish him well in his future endeavors."

Prior to his experience at Dell, Mr. Wynalek held senior positions
at Visteon Corporation and Ford Motor Company.  Highlights of
Wynalek's extensive career in the auto sector include roles as the
VP/GM of two Visteon business units as well as executive positions
at Ford Motor Company in product design, manufacturing and
European operations.  Mr. Wynalek holds a Master of Business
Administration from Eastern Michigan University and a Bachelor of
Science degree in Mechanical Engineering from the University of
Detroit.

Under the terms of Mr. Wynalek's employment agreement, he is
entitled to receive a $475,000 annual base salary and an annual
bonus equal to 50% of his annual base salary, Collins & Aikman
disclosed in a regulatory filing with the Securities and Exchange
Commission.

In addition, upon the Court's confirmation of a plan of
reorganization or sale of substantially all of Collins & Aikman's
assets -- assuming the valuation of the company meets or exceeds
the thresholds established in the success sharing plan -- Mr.
Wynalek is entitled to receive a portion of the incentive
compensation pool that is set aside for senior executives of the
company.

Stacy Fox, Collins & Aikman executive vice president, chief
administrative officer and general counsel, relates that Mr.
Wynalek is also entitled to receive his salary and other benefits
for a period of one year in the event the Company terminates him
without cause or he resigns as the result of a constructive
termination.

Mr. Profitt, who resigned from his position on July 21, 2006,
will receive a lump sum severance payment equal to five months of
his annual base salary.  Mr. Profitt is also eligible to continue
to participate in the company's health plans for five months.

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


COLLINS & AIKMAN: Completes Sale of Several De Minimis Assets
--------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates inform the
U.S. Bankruptcy Court for the Eastern District of Michigan that
between March 31, 2006, and June 30, 2006, they have consummated
the sales of these assets:

   Asset                    Purchaser           Sale Proceeds
   -----                    ---------           -------------
   Air jet texturing        Schneider Mills          $400,000
   equipment and
   compressors

   300 stackable racks      Elgort Textile              7,500
                            Associates Inc.

   18 Van de Wiele looms    Petit Textile             954,000
   and 18 Staubli heads     Machinery Corp.

   22 van de Wiele looms    Petit Textile             690,000
                            Machinery Inc.

   250 stakable racks       Elgort Textile              6,250
                            Associates Inc.

   Measuregraph Sample      Elgort Textile              1,000
   Table                    Associates Inc.

   10 Van de Wiele looms    BSS, Inc.                 180,000

   Atlas Weatherometer      Tri-Tex Company Inc.        5,000
   C1-65

   1 Dornier Jacquard       David Rothschild Co.      200,000
   flat loom and three
   Dornier Dobby flat
   looms

   11 Van de Wiele looms    United Textile            522,500
                            Machinery Corp.

   Cafeteria equipment;     Faurecia Automotive       225,000
   Reception Desk and       Seating
   display system;
   Systemax Cat5
   horizontal cabling;
   Technician's
   workbench;
   Audio/video system;
   United power pulse

   24 Dornier rapier        American Dornier        2,200,000
   Jacquard machines;       Machinery Corp.
   12 Dornier rapier
   dobby type machines;
   14 Dornier airject
   dobby type machines

   Various information      U.S. Computer Exchange      2,200
   Technology related
   equipment

Furthermore, the Debtors notify the Court and parties-in-interest
that they plan to sell more de minimis assets:

   Asset                    Purchaser           Purchase Price
   -----                    ---------           --------------
   MAAC Rotary Vacuum       KD Capital                 $50,000
   Forming Machine          Equipment, LLC

   Toyota Tugger material   Fisher Textile Inc.            750

   Wet brush unit           KM Fabrics Inc.              5,000

The purchase price for the assets is the highest offer that the
Debtors received.  The assets are being sold "as-is" and "where-
is."  The Purchasers will incur substantially all costs
associated with dismantling and moving the Assets.

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


COMMUNITY HEALTH: 2006 2nd Quarter Net Income Rises to $52.4 Mil.
-----------------------------------------------------------------
Community Health Systems, Inc., generated $1.061 billion of net
operating revenues for the quarter ended June 30, 2006, a 15.5%
increase from $918.7 million generated during the same period last
year.

Income from continuing operations increased 13.5% to $52.4 million
for the quarter ended June 30, 2006, compared with $46.2 million
for the same period last year and net income increased to $52.4
million for the quarter ended June 30, 2006 compared with $40.5
million for the same period last year.

The Company's second quarter 2006 results include additional
compensation expense of $3.8 million resulting from stock-based
compensation.

Adjusted EBITDA for the second quarter of 2006, the Company
disclosed, increased 11.8% to $156.7 million compared with $140.2
million for the same period last year.  Its net cash from
operating activities for the second quarter of 2006 was $116.2
million compared with $127.7 million for the same period last
year.

The Company's consolidated financial results for the six-months
ended June 30, 2006, reflect net operating revenues totaled $2.088
billion, a 14.3% increase compared with $1.827 billion for the
same period last year.  Income from continuing operations
increased 15.1% to $109.6 million compared with $95.2 million, for
the same period last year.  Net income increased to $106.4 million
compared with $76.5 million for the same period last year.  Loss
on discontinued operations for the six months ended June 30, 2006,
consists of an after-tax loss of approximately $3.2 million
related to the sale of one hospital in March of 2006.

The results for the six months ended June 30, 2006, include
additional compensation expense of $6.9 million, resulting from
stock-based compensation.

Adjusted EBITDA for the six months ended June 30, 2006, was
$315.2 million, compared with $283.9 million for the same period
last year, representing an 11.0% increase.  Net cash provided by
operating activities for the six months ended June 30, 2006, was
$207.0 million, compared with $276.4 million for the same period
last year.

At June 30, 2006, the Company's balance sheet showed
$4,178,660,000 in total assets, $2,480,361,000 in total
liabilities, and $1,698,299,000 in total stockholders' equity.

"Community Health Systems delivered another very strong financial
and operating performance for the second quarter of 2006,"
Wayne T. Smith, the Company's chairman, president and chief
executive officer, said.

"These results reflect consistent execution of our centralized and
standardized operating strategy, the successful integration of
recently acquired hospitals and our continued focus on quality
care."

                  Healthcare Assets Acquisitions

The Company completed on April 1, 2006, the acquisition of Baptist
Medical Center DeKalb located in Fort Payne, Alabama, and Baptist
Medical Center Cherokee located in Centre, Alabama.

The Company acquired on May 1, 2006, Via Christi Oklahoma Regional
Medical Center located in Ponca City, Oklahoma.

The Company also acquired on June 1, 2006, Mineral Area Regional
Medical Center located in Farmington, Missouri.

The Company completed on July 1, 2006, the acquisition of the
healthcare assets of Vista Health, which included Victory Memorial
Hospital and St. Therese Medical Center, both located in Waukegan,
Illinois.

Full-text copies of the Company's second quarter financials are
available for free at  http://ResearchArchives.com/t/s?e8c

Located in the Nashville, Tennessee, Community Health Systems,
Inc. (NSE:CYH) -- http://www.chs.net/-- operates general acute  
care hospitals in non-urban communities throughout the U.S.  
Through its subsidiaries, the company currently owns, leases or
operates 76 hospitals in 22 states.  Its hospitals offer a broad
range of inpatient medical and surgical services, outpatient
treatment and skilled nursing care.

                           *     *     *

Standard & Poor's Ratings Services revised its outlook on
Brentwood, Tennessee-based hospital operator Community Health
Systems Inc. to positive from stable in September 2005.  Ratings
on the company, including the 'BB-' corporate credit rating, were
affirmed.


COMPLETE RETREATS: Court Directs Debtors to Segregate Tax Funds
---------------------------------------------------------------
The Honorable Alan H.W. Shiff of the U.S. Bankruptcy Court for the
District of Connecticut directed Complete Retreats LLC and its
debtor-affiliates, including their agents and officers, to
segregate from all other funds all amounts deducted and withheld
from employees or collected from others for taxes under any law
of the United States during the pendency of their cases and
deposit the amounts collected for the payment of Federal Tax
liabilities.

The Debtors are also required to segregate amounts collected from
others for taxes under Chapters 214, 219, 221 and 225 of the
Connecticut General Statutes and all contributions payable to
the Unemployment Compensation Fund under Chapter 567 of the
Connecticut General Statutes during the pendency of their cases
and deposit the amounts in a separate tax account.

A full-text copy of the Court order for payment of federal taxes
is available at no charge at http://researcharchives.com/t/s?e7b

A full-text copy of the Court order for payment of state taxes is
available at no charge at http://researcharchives.com/t/s?e7c

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.,
and Jeffrey K. Daman, Esq., at Dechert LLP represent the Debtors
in their restructuring efforts.  No estimated assets have been
listed in the Debtors' schedules, however, the Debtors disclosed
$308,000,000 in total debts.  (Complete Retreats Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc., 215/945-7000).


CONSUMERS ENERGY: Agrees to Sell MCV Interest to GSO and Rockland
----------------------------------------------------------------
Consumers Energy reached an agreement to sell its interests in the
1,500-megawatt Midland Cogeneration Venture to GSO Capital
Partners and Rockland Capital Energy Investments for
$60.5 million.

The Company owns 49% of the MCV Partnership, which leases and
operates the facility near Midland, Michigan.  It also indirectly
owns 35% of the facility and along with the other owners leases
the facility to the MCV Partnership.

The sales agreement calls for GSO and Rockland to purchase all of
the Michigan utility's interests and provide Consumers Energy a
financial guarantee to back certain contingent obligations.

The Company is the main customer for the MCV's electricity output.
The utility's contract to purchase power from the plant, and the
associated customer rates, are not affected by the sale.  The
proceeds from the sale will be used to reduce debt at the utility.

"This sale will reduce our exposure to sustained high natural gas
prices and allow us to pay down debt at the utility at a time when
interest rates are rising," David Joos, the president and chief
executive officer of CMS Energy, said.

J.P. Morgan Securities Inc. served as financial advisor for
Consumers Energy and managed the competitive sale process.

                         About GSO Capital

GSO Capital Partners LP is an investment advisor specializing in
the leveraged finance marketplace.  Funds managed by GSO invest in
a broad array of assets including private equity securities,
mezzanine securities and leveraged loans.  The firm has
approximately $5 billion in assets under management and has over
90 professionals in New York, London and Houston.

                      About Rockland Capital

Rockland Capital Energy Investments is a private energy investment
company founded in 2003 to focus on the acquisition, development
and optimization of companies and projects in the North America
and European energy sectors.

                  About Consumers Energy Company

Headquartered in Jackson, Michigan, Consumers Energy Company --
http://www.consumersenergy.com/-- a wholly owned subsidiary of   
CMS Energy Corporation, is a combination of electric and natural
gas utility that serves more than 3.3 million customers in
Michigan's Lower Peninsula.

                           *     *     *

As reported in the Troubled Company Reporter on April 4, 2006,
Fitch assigned a rating of 'BB+' to Consumers Energy Company's
$300 million 364-day revolving credit facility.  Fitch said the
rating outlook is stable.


CONTINUING CARE: Case Summary & Two Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Continuing Care, Inc.
        aka Natura
        aka Florida Naturist Park
        aka Naturist-Christians.org
        aka Venice Friends' Fellowship
        1662 Quail Lake Drive
        Venice, FL 34293

Bankruptcy Case No.: 06-03838

Type of Business: The Debtor is a non-profit organization made up
                  of a society of Christian nudists.  The
                  organization was first incorporated in London,
                  England, to handle all incoming donations from
                  supporters and donors.
                  See http://naturist-christians.org/

Chapter 11 Petition Date: July 28, 2006

Court: Middle District of Florida (Tampa)

Debtor's Counsel: Chad S. Bowen, Esq.
                  David S. Jennis, Esq.
                  Jennis Bowen & Brundage, P.L.
                  400 North Ashley Drive, Suite 2540
                  Tampa, FL 33602
                  Tel: (813) 229-1700
                  Fax: (813) 229-1707

Total Assets: $6,041,575

Total Debts:  $2,287,417

Debtor's Two Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Forizs & Dogali, P.L.            Attorney Fees -        $95,000
4301 Anchor Plaza Parkway        prepetition
Suite 300                        litigation
Tampa, FL 33634-7521

Dan C. Rasmussen                 Mediation Services        $220
P.O. Box 1822
New Port Richey, FL 34656


CORNELL TRADING: Wants Ch. 11 Case Dismissed & Funds Distributed
----------------------------------------------------------------
Cornell Trading, Inc., and its Official Committee of Unsecured
Creditors ask the U.S. Bankruptcy Court for the District of
Massachusetts to dismiss the Debtors chapter 11 case pursuant to
Sections 105(a) and 1112(b) of the Bankruptcy Code.  

The Debtor and the Committee also ask the Court to permit the
Committee's counsel to distribute funds "carved out" from proceeds
otherwise payable to the Debtor's senior secured creditor and held
in trust for the benefit of general unsecured creditors.

The Debtor sold its entire inventory and certain designated
furniture, fixtures and equipment through store closing sales.  
Pursuant to separate Court orders, the Debtor assumed and assigned
eleven of its leases of nonresidential real property.  With the
sole exception of the Debtor's lease of its headquarters in
Williston, Vermont, all of its leases of non-residential real
estate, not otherwise assumed and assigned, have been rejected.  
As a result, the Debtor ceased its retail operations, is no longer
conducting its ordinary business and is in the process of winding
up its affairs by, among other things, processing and filing state
sales tax returns and terminating employee benefit plans.

The Committee conducted a review of payments made to creditors
prior to the its bankruptcy petition and concluded that there
would be no substantial net benefit to unsecured creditors to
pursue preference claims or other avoidance actions.  
Consequently, the Committee has determined that, other than funds
in the GUC Trust, there are no material unencumbered assets to be
administered in the Debtor's case.

Under the Court's final cash collateral order, carve out funds
were deliverable in trust to counsel to the Committee for the
benefit of general unsecured creditors.  The Carveout Funds total
$493,633.  Based upon the Debtor's Schedule F filed with the
Bankruptcy Court on Feb. 3, 2006, and the proofs of claim filed
with the Bankruptcy Court as of July 15, 2006, the Debtor
estimates that the general unsecured claims against it at
$8.8 million.  

Based on an estimate of general unsecured claims of $8.8 million,
the Carveout Funds will provide around a 5.3% distribution to
general unsecured creditors, exclusive of a $10,000 carveout for
the Committee's counsel and $17,500 in estimated other
administrative expenses, including the expenses of distributing
the Carveout Funds to general unsecured creditors.

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's
apparel including dresses, skirts, blouses, and sleepwear.
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated debts and assets between
$10 million to $50 million.


COUNCIL TRAVEL: Class 3 Unsecured Claimants Receive $374,470
------------------------------------------------------------
Travel Services Creditor Trust has made further distributions of
$374,470.02 to Class 3 Unsecured Claims.

The Trust was created under Council Travel Services, Inc., and its
debtor-affiliates' Second Amended Joint Plan of Liquidation, which
was confirmed on Aug. 12, 2004.

The Trust paid 10% to allowed Class 3 Unsecured Claims from
distributions made from Feb. 21, 2006, to March 28, 2006, except
for claim 694, which waived the first 5% by stipulation.

To date, Class 3 Unsecured Claims have received 24% of their
allowed claims.

These allowed claims were fully paid from distributions made from
Feb. 21, 2006, to March 28, 2006:

   -- Administrative Claims,
   -- Class 1 Priority Claims and Priority Tax Claims, and
   -- Class 2 Miscellaneous Secured Claims.

Allowed Class 4 Convenience Claims received 40% from distributions
made from Feb. 21, 2006, to March 28, 2006.

Headquartered in Manhattan, New York, Council Travel Services,
Inc., provides student and budget travel packages. The Company
and its debtor-affiliates filed for chapter 11 protection on
February 5, 2002 (Bankr. S.D.N.Y. Case No. 02-10509). Schuyler
Glenn Carroll, Esq., at Olshan Grundman Frome Rosenzweig & Wolosky
LLP, represents the Debtors in their restructuring efforts. When
the Debtor filed for protection from its creditors, it listed an
estimated $10 million in assets and $21 million in debts.  Judge
Gerber confirmed the Debtors' Second Amended Joint Plan of
Liquidation.  Brown Raysman Millstein Felder & Steiner represents
the Travel Services Creditor Trustee.


CSK AUTO: Gets Waiver of Default from 4-5/8% Senior Noteholders
---------------------------------------------------------------
CSK Auto, Inc., a wholly owned subsidiary of CSK Auto Corporation,
reached an agreement with a majority in aggregate principal amount
of its 4-5/8% Senior Exchangeable Notes due 2025 to:

     (i) provide for the waiver of any default or event of default
         resulting from the Company's failure to file certain
         financial information with the Trustee for the Notes,
         including the default that was the subject of the notice
         of default delivered to the Company and

    (ii) amend the Indenture governing the Notes to exempt Auto
         from compliance with the Filing Covenant until June 30,
         2007.

In consideration for the Waiver and the Extension, the Indenture
and the Notes will be further amended to increase the interest
rate of the Notes to 6-3/4% per year and to increase the exchange
rate of the Notes from 49.8473 shares of the Company's common
stock per $1,000 principal amount of Notes to 60.6061 shares of
the Company's common stock per $1,000 principal amount of Notes.

The Waiver, Extension and Amendments will be applicable to all
outstanding Notes.

The Letter Agreement will expire on Aug. 4, 2006, if a
Supplemental Indenture that will give effect to the Extension and
the Amendments is not executed and delivered by the Company and
the Trustee for the Notes by 5:00, Eastern Daylight Time, on
Aug. 4, 2006.  The Company expects that the Supplemental Indenture
will be executed on or before July 28, 2006.

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO) --
http://www.cskauto.com/-- is the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket.
As of Jan. 29, 2006, the Company operated 1,273 stores in 22
states under the brand names Checker Auto Parts, Schuck's Auto
Supply, Kragen Auto Parts and Murray's Discount Auto Parts.

                           *     *     *

As reported in the Troubled Company Reporter on July 27, 2006,
Standard & Poor's Ratings Services assigned loan and recovery 'B+'
ratings to CSK Auto Inc.'s $450 million term facility.  These
ratings were placed on CreditWatch with negative implications in
conjunction with the other existing ratings on the company.

Standard & Poor's also lowered its rating on the company's
$100 million 4.625% senior exchangeable notes due 2025 to 'B-'
from 'B+'.  The 'B-' rating remains on CreditWatch with negative
implications.


DANA CORP: Ryder Truck Wants Debtors to Decide on Truck Lease
-------------------------------------------------------------
Ryder Truck Rental Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York to compel Dana Corp. and its debtor-
affiliates to assume or reject their Truck Lease and
Service Agreement with Ryder Truck.

The Debtors and Ryder Truck are parties to a TLSA, pursuant to
which Ryder Truck provides about 554 vehicles for the Debtors'
exclusive use.  Before their bankruptcy filing, the Debtors
incurred at least $363,302 in unpaid lease charges pursuant to the
TLSA, Ken Coleman, Esq., at Allen & Overy LLP, in New York, tells
the Court.

The Debtors continue to use the Vehicles in the operation of
their businesses, Mr. Coleman adds.

As of July 5, 2006, the Debtors owe Ryder Truck approximately
$374,133 for outstanding postpetition TLSA payments, Mr. Coleman
says.

The Debtors have asked the Court's permission to partially reject
the TLSA.  Mr. Coleman asserts that the TLSA is a unitary contact
that may not be rejected piecemeal.  "It must be either assumed
or rejected in its entirety."

Moreover, under the TLSA lease terms, the TLSA is effective until
validly terminated.  The termination of the TLSA requires written
notice 60 days prior to any anniversary of the TLSA, Mr. Coleman
notes.

Mr. Coleman contends that if the Debtors reject the TLSA in toto,
Ryder Truck will be damaged by the breach of the TLSA:

   -- Ryder Truck will suffer at least $363,302 in damages for
      non-payment of prepetition charges under the TLSA; and

   -- Ryder Truck will suffer lease termination damages.

Ryder Truck specifically asks the Court to:

   (a) compel the Debtors to file a Notice of Rejection of the
       entire TLSA;

   (2) order the immediate release of the Vehicles; or

   (3) in the alternative, grant it adequate protection for the
       Debtors' performance under the TLSA until the Debtors
       assume or reject it, in the form of a $300,000 cash bond
       for $300,000, to be furnished to Ryder Truck on or before
       Aug. 23, 2006.

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball,
Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 16; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

The Debtors' consolidated balance sheet at March 31, 2006, showed
a $456,000,000 total shareholder' equity resulting from total
assets of $7,788,000,000 and total liabilities of $7,332,000,000.


ENTERGY NEW ORLEANS: Gets Court OK to Modify FTI's Retention Order
------------------------------------------------------------------
Judge Jerry A. Brown of the U.S. Bankruptcy Court for the Eastern
District of Louisiana approves the request of the Official
Committee of Unsecured Creditors appointed in Entergy New Orleans
Inc.'s chapter 11 case, to modify the Court's prior order
authorizing the retention of FTI Consulting, Inc., as the
Committee's financial advisor.

FTI's compensation will be capped at the cumulative amount of
$550,000, plus reimbursement of actual and necessary expenses it
incurred, for January through July 2006.

For August 2006 and all subsequent months, FTI's compensation will
be capped at $75,000 per month, plus reimbursement of actual and
necessary expenses, subject to further order of the Court.

As reported in the Troubled Company Reporter on June 21, 2006, the
Committee sought the U.S. Bankruptcy Court for the Eastern
District of Louisiana to modify the firm's compensation to allow
the fee caps from January 2006 through July 2006 to be cumulative.

The Court's order approving the Committee's continued retention of
FTI provides that the firm's compensation is capped at $100,000
for the month of January 2006 and at $75,000 for all subsequent
months, plus reimbursement of actual and necessary expenses.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


ENTERGY NEW ORLEANS: Releasing 2nd Qtr. Financials on August 8
--------------------------------------------------------------
Entergy New Orleans, Inc., along with parent Entergy Corp. and
affiliates, will release its second quarter financial results
before the market opens on Aug. 8, 2006.

Entergy Corp. said in a press release that it expects second
quarter as-reported earnings of approximately $1.31 per share and
operational earnings of approximately $1.20 per share.

The as-reported earnings, Entergy Corp. said, will include special
items to reflect the quarterly results of ENOI and the quarterly
results of Entergy's competitive retail business including the
gain recorded on the sale of this business during the quarter.  
ENOI's results are being reported as a special item given the
uncertainty that remains for the business as it works toward
emerging from bankruptcy.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 20; Bankruptcy Creditors' Service, Inc., 215/945-7000)


EXCO RESOURCES: S&P Affirms B- Ratings With Stable Outlook
----------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' ratings on
independent exploration and production company EXCO Resources Inc.

The affirmation follows the company's announcement that it will be
acquiring 400 billion cubic feet equivalent of proved oil and gas
reserves and certain pipeline assets from Progress Energy Inc.
(BBB/Positive/A-2) for $1.2 billion.  The all-cash transaction
will be initially funded through debt issued at a newly created,
wholly owned unrestricted subsidiary.

Standard & Poor's notes that this financing structure shares
similar characteristics to EXCO's 2005 acquisition of properties
from ONEOK Inc. (BBB/Stable/A-2).  The ratings affirmation
incorporates Standard & Poor's expectation that rising near-term
cash flows, an extensive hedging program, and liquidity are
mitigants to a significantly weakened consolidated financial
profile post-funding the acquisition.  The outlook is stable.

Pro forma for the announced transaction, Dallas, Texas-based EXCO
will have close to $2 billion in consolidated debt.

The ratings on EXCO reflect:

   * a highly leveraged financial profile;
   * a highly acquisitive growth strategy; and
   * aggressive financial policies.

Credit weaknesses are only somewhat mitigated by:

   * a robust hedging program (at prices largely above midcycle);
   * a low-risk, largely development-focused drilling strategy;
   * a growing domestic asset base; and
   * an experienced management team.

"Aggressive financial policies, an increased debt burden (on a
consolidated basis), and execution risk with regard to integrating
recent acquisitions (as well as the eventual outcome concerning
execution of the proposed MLP strategy) remain concerns that could
pressure ratings," said Standard & Poor's credit analyst Jeffrey
B. Morrison.  

"A positive rating action or outlook revision is unlikely for the
foreseeable future," he continued.


FALCONBRIDGE LTD: Inco Unable to Get Required Shareholder Support
-----------------------------------------------------------------
Inco Limited reported that its tender offer to acquire all of the
outstanding common shares of Falconbridge Limited expired at
midnight (Vancouver time) on July 27, 2006.  At the time of
expiration, the minimum tender condition of 50.01% of the
Falconbridge common shares had not been satisfied, and the company
has therefore elected to terminate its offer.  Inco has instructed
CIBC Mellon Trust Company, the depositary for the offer, to
promptly return all shares tendered.

"Though a large number of Falconbridge shareholders supported our
offer, unfortunately it wasn't enough," said Scott Hand, Chairman
and Chief Executive Officer of Inco.  "This is disappointing news
for the many people at Inco and Falconbridge who have worked very
hard to realize this transaction and create what we believe would
have been a truly great mining company.  I thank everyone for the
many long hours and effort they have contributed.  But the
Falconbridge shareholders have spoken, and we're moving on.  I
wish Derek Pannell and his team all the best going forward."

"While we may not have achieved the transaction that we originally
hoped for, our shareholders have benefited since we began this
process, as our share price has increased by 73% from when we
originally announced our transaction on October 11, 2005," Mr.
Hand said.

"Inco's attention now turns to completing our two-way transaction
with Phelps Dodge to create a global powerhouse in nickel and
copper," he said.  "Based on the combined company's premier asset
base, the outlook for sustained long-term high metals prices and
strong cash flows, the two-way combination is a winning option for
the shareholders of both companies.  We also believe that it is
clearly superior to the competing bid for Inco put forward by Teck
Cominco."

Under the terms of the Phelps Dodge transaction, Inco shareholders
will receive 0.672 shares of Phelps Dodge stock, plus CDN$20.25
per share in cash for each share of Inco stock.  The implied value
of the Phelps Dodge offer currently stands at CDN$79.81, based on
the closing price of the Phelps Dodge common stock on the New York
Stock Exchange and the U.S./Canadian dollar exchange rate on July
27, 2006.

Phelps Dodge Inco will be the world's second largest nickel
producer, one of the world's largest copper producers, and a
leading producer of molybdenum and cobalt, with a world-class
portfolio of growth projects in nickel and copper.

"Nickel and copper are both trading at or near record price
levels," said Mr. Hand.  "They are the two metals with the best
supply-demand fundamentals going forward, and are the two metals
that China needs but does not produce in any significant
quantities," he said.  "Phelps Dodge Inco will be ideally
positioned to make the most of the strong markets we foresee for
both metals over the near and long term."

As previously disclosed, the corporate office and the new
company's copper division will be headquartered in Phoenix.  Inco
Nickel, the new company's nickel division, will be headquartered
in Toronto.

Under the terms of Inco's agreement with Falconbridge, an enhanced
expense payment of $150 million is payable by Falconbridge to Inco
as a result of the failure to meet the minimum tender condition of
the Inco offer.  A further break-up fee of $300 million will be
payable by Falconbridge to Inco in the event that Xstrata
completes its proposed acquisition of Falconbridge.

Inco had also entered into a definitive agreement with
Falconbridge and LionOre Mining International Ltd. covering the
sale of the Nikkelverk refinery and related assets to LionOre,
which was conditional on Inco taking up and paying for the
Falconbridge common shares pursuant to its offer.  Under the
agreement with LionOre, a break-up fee of $32.5 million is payable
by Inco to LionOre as a result of the Falconbridge transaction not
having been completed.

                        About Phelps Dodge

Headquartered in Phoenix, Arizona, Phelps Dodge Corp. (NYSE: PD) -
- http://www.phelpsdodge.com/-- produces copper and molybdenum
and is the largest producer of molybdenum-based chemicals and
continuous-cast copper rod.  The company and its two divisions,
Phelps Dodge Mining Co. and Phelps Dodge Industries, employ
approximately 13,500 people worldwide.

                         About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also mines
and processes copper, gold, cobalt, and platinum group metals.  It
makes nickel battery materials and nickel foams, flakes, and
powders for use in catalysts, electronics, and paints.  Sulphuric
acid and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in Canada,
Indonesia, and the U.K.

                      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.

                        *    *    *

As reported in the Troubled Company Reporter on July 24, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications on Inco Ltd. and Falconbridge Ltd. to developing
from positive after Phelps Dodge Corp. (BBB/Watch Neg/A-2)
announced an increase in the debt-financed cash consideration
for the two companies.  CreditWatch with developing implications
means the ratings may be raised, lowered, or affirmed.

Falconbridge's CDN$119.7 Million Cumulative Preferred Shares
Series 2 carries S&P's BB rating.  That rating was assigned on
Nov. 21, 2001.

Falconbridge's CDN$150 Million Preferred Shares Series H also
carries S&P's BB rating.  That rating was assigned on Mar. 5,
2003.


FASHION SHOP: Has Until August 8 to File Schedules and Statement
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Kentucky
gave Fashion Shop of Kentucky, Inc., until Aug. 8, 2006, to file
its Schedules of Assets and Liabilities and Statement of Financial
Affairs.

The Debtor had asked for the extension citing that it needs
additional time to gather all the pertinent information.

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


FERRO CORP: Fully Pays $55 Mil. Debenture with J.P. Morgan
----------------------------------------------------------
Ferro Corporation repaid in full its 7.125% debenture at a cost of
$56,251,822.92, principal plus all accrued and unpaid interest.

The Company reported that by a letter dated July 21, 2006, J.P.
Morgan Trust Company accelerated the payment of its 7.125%
debentures due April 1, 2028, with a principal amount of
$55 million.

The event of default that triggered the acceleration was the
delayed filing of financial statements and an Officer's
Certificate relating to the Company's compliance with the terms of
the indenture, in its Form 10-K filed on March 31, 2006, and its
Form 8-K filed April 10, 2006.

The Company has drawn on the term loans in its credit facility to
make the accelerated payment and expects the accelerated repayment
to result to its taking a pre-tax charge in the period ended
June 30, 2006, of approximately $2.5 million.

Headquartered in Cleveland, Ohio, Ferro Corporation (NYSE:FOE) --
http://www.ferro.com/-- produces performance materials for  
manufacturers, including coatings and performance chemicals.  The
Company has operations in 20 countries and has approximately 6,800
employees globally.

                           *     *     *

As reported in the Troubled Company Reporter on April 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Ferro
Corp., including its corporate credit rating to 'B+' from 'BB'.
All ratings remain on CreditWatch with negative implications,
where they were placed Nov. 18, 2005.


FLEETPRIDE CORP: Moody's Junks Rating on $150 Million Senior Loan
-----------------------------------------------------------------
Moody's Investors Service assigned a Caa1 rating to FleetPride
Corporation's senior unsecured bridge loan and has affirmed
FleetPride's Corporate Family rating of B3 and senior secured
first lien ratings of B2.  The ratings outlook is stable.

Rating assigned:

   * $150 million senior unsecured term loan, Caa1

Moody's assigned initial ratings on June 15, 2006, and withdrew a
prospective rating on a planned unsecured note offering on
June 29, 2006.

The bridge loan continues as the junior piece of FleetPride's
capital structure arranged to finance Investcorp S.A.'s
acquisition of the company in early June 2006.  Initially, a
$150 million senior unsecured note offering was proposed to
refinance the bridge loan, but plans to proceed with that offering
were cancelled in late June, leaving the bridge loan in place.  
Terms of the bridge loan, other than applicable interest, are
substantially identical to those contemplated for the unsecured
note offering.

The bridge loan, provided by Bank of America Securities and
Deutsche Bank Securities, has an initial maturity date in June
2007.  But, FleetPride has an option to extend the final maturity
under certain conditions to June 2014, the same tenor as the
envisioned note offering.  Interest under the bridge loan is
currently fixed, and, over time, will step up once and be capped
thereafter.  As its interest is comparatively greater than that
assumed under the unsecured note offering, higher carrying costs
will adversely affect certain coverage ratios compared to earlier
assumptions.  Similarly, final pricing on the first lien term loan
was slightly higher than original assumptions.  However, the
impact of higher interest expense on after-tax free cash flow will
be marginal, and FleetPride's credit profile will remain
consistent with the B3 Corporate Family rating.

The bridge loan benefits from up-streamed guarantees from material
domestic subsidiaries of FleetPride.  In addition to these up-
streamed guarantees, the senior secured facilities have a down-
streamed guarantee from FleetPride's holding company parent, FPC
Holdings, Inc.  The Caa1 rating, one notch below Corporate Family
Rating, recognizes lower recovery expectations from its effective
subordination to the senior secured credit facilities.

FleetPride Corporation, based in The Woodlands, Texas, operates
156 branch locations in 36 states.  The company distributes brand
name heavy-duty vehicle parts as well as select private label
brands.  In addition the company provides a limited range of
re-manufactured products as well as truck and trailer repair
services. Revenues in 2005 were $582 million.


FOAMEX INTERNATIONAL: Wants Until Nov. 10 to Remove Civil Actions
-----------------------------------------------------------------
Pursuant to Rules 9006(b) and 9027 of the Federal Rules of
Bankruptcy Procedure, Foamex International Inc. and its debtor-
affiliates further ask the U.S. Bankruptcy Court for the District
of Delaware to extend until Nov. 10, 2006, the period within which
they must remove civil actions pending as of the Debtor's chapter
11 filing.

The Debtors have not had adequate time to fully investigate and
evaluate all of the Civil Actions to determine whether removal is
appropriate, Pauline K. Morgan, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, says.

An extension will give the Debtors more time to make fully
informed decisions concerning removal of each action and will
assure that the Debtors do not forfeit valuable rights,
Ms. Morgan asserts.

Ms. Morgan assures the Court that the rights of the Debtors'
adversaries will not be prejudiced by an extension because they
may seek to have the actions remanded to state court.

The Debtors reserve the right to seek further extensions of the
removal period.

The Court will convene a hearing on August 8, 2006, to consider
the Debtors' request.  Objections to the relief sought must be
filed by August 1, 2006.  By application of Del. Bankr. LR 9006-2,
the Debtors' removal period is automatically extended until the
conclusion of that hearing.

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


FORD MOTOR: DBRS Lowers Long-Term Debt Rating to B   
--------------------------------------------------
Dominion Bond Rating Service lowered on July 21, 2006, Ford Motor
Company's long-term debt rating to B from BB, and lowered its
short-term debt rating to R-3 middle from R-3 high.

DBRS also lowered Ford Motor Credit Company's long-term debt
rating to BB(low) from BB, and confirmed Ford Credit's short-term
debt rating at R-3(high).

DBRS maintained a negative outlook for Ford Motor Company and Ford
Credit.

Headquartered in Dearborn, Michigan, Ford Motor Company (NYSE: F)
-- http://www.ford.com/-- manufactures and distributes  
automobiles in 200 markets across six continents.  With about
300,000 employees and more than 100 plants worldwide, the
company's core and affiliated automotive brands include Aston
Martin, Ford, Jaguar, Land Rover, Lincoln, Mazda, Mercury and
Volvo.  Its automotive-related services include Ford Motor Credit
Company.


G+G RETAIL: Court Extends Removal Period to October 23
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended until Oct. 23, 2006, the period within which G+G Retail
Inc. can remove state court actions to the U.S. District Court for
the Southern District of New York.

Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young Jones &
Wientraub LLP, in Manhattan, informed the Court that since the
Debtor filed for bankruptcy, it focused its efforts on obtaining
Court approval for the sale of substantially all of its assets,
addressing issues attendant to the sale, and working with key
constituencies on issues relating to the case.  Early this year,
Max Rave and Guggenheim Corporate Funding LLC won the auction of
substantially all of the Debtor's assets for $35 million.

Ms. Selzer contended that the extension will afford the Debtor the
opportunity necessary to make fully informed decisions concerning
removal of each prepetition action and will assure that the Debtor
does not forfeit valuable rights under Section 1452 of the
Bankruptcy Code.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million to
$50 million.


G+G RETAIL: Walks Away from Unexpired Rave Store Lease
------------------------------------------------------
Pursuant to the Rejection Procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, G+G Retail
Inc. gave notice to the Court to reject an unexpired non-
residential real property lease located at 2540 Central Avenue, in
Central Plaza, Yonkers, New York.

The 2,224-square feet Rave Store #508 was leased on Jan. 27, 2001,
by and between Central Plaza Associates and the Debtor with a
minimum rent of $77,840 per year from May 17, 2002 to May 16,
2007, and $85,624 per year from May 17, 2007 to Jan. 31, 2010.

The Debtor determined that the store is unnecessary and burdensome
to its estate.

Headquartered in New York, G+G Retail Inc. retails ladies wear and
operates 566 stores in the United States and Puerto Rico under the
names Rave, Rave Girl and G+G.  The Debtor filed for Chapter 11
protection on Jan. 25, 2006 (Bankr. S.D.N.Y. Case No. 06-10152).  
William P. Weintraub, Esq., Laura Davis Jones, Esq., David M.
Bertenthal, Esq., and Curtis A. Hehn, Esq., at Pachulski, Stang,
Ziehl, Young & Jones P.C. represent the Debtor in its
restructuring efforts.  Scott L. Hazan, Esq.. at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it estimated assets of more than
$100 million and debts between $10 million to $50 million.


GENERAL MOTORS: Unit Gets $6 Million Settlement from ePlus Inc.
---------------------------------------------------------------
ePlus Inc. settled a lawsuit with GMAC Commercial Finance, LLC.  
The financial terms of the settlement includes a cash payment of
$6 million from ePlus to GMAC, which ePlus has paid.

GMAC filed a suit against ePlus Group, Inc., on Jan. 4, 2005,
seeking repayment of three underlying non-recourse promissory
notes totaling approximately $10,646,000.  Including interest and
legal fees, the total claim sought by GMAC was approximately
$13.4 million.  The trial was to begin on July 24, 2006.

The suit was in connection with an alleged breach of warranties
regarding an assignment of debt on a non-recourse basis from ePlus
Group, Inc., as lessor, for leases with lessee Cyberco Holdings,
Inc.  

In June 2006, one of the principals of Cyberco pled guilty to
fraud, money laundering, and conspiracy.  Cyberco, related
affiliates, and at least one principal are in Chapter 7
bankruptcy, and no future payments are expected from Cyberco.  The
U.S. Attorney asserted that Cyberco defrauded 40 financial
institutions of $90 million.

The Company stated that although it believed it had a strong case
on the law and facts, the pre-trial process created an unusual
amount of uncertainty because there were no pre-trial rulings on
motions regarding issues of law, fact or contract interpretations.  
Therefore, on advice of counsel, the Company decided a settlement
was in its best interest.  The Company believes the after-tax net
cash outflow resulting from the settlement will be approximately
$3.6 million.  The settlement, which was unanticipated, has been
recorded in the year ended March 31, 2006.

                            About ePlus

Headquartered in Herndon, Virginia, ePlus, Inc. (Nasdaq NM: PLUS)
-- http://www.eplus.com/-- provides Enterprise Cost Management  
solutions to information technology, finance, procurement,
operations, and supply chain professionals who want to reduce the
costs of finding, purchasing, managing, and financing information
technology goods and services.

                    About General Motors Corp.

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the   
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on April 7, 2006
Moody's Investors Service reviews for possible downgrade General
Motors Acceptance Corporation's Ba1 long-term rating and
Residential Capital Corporation's Baa3 long-term and Prime-3
short-term ratings will continue.

As reported in the Troubled Company Reporter on April 5, 2006,
Standard & Poor's Ratings Services held its ratings on General
Motors Acceptance Corp. ('BB/B-1') and on GMAC's subsidiary,
Residential Capital Corp. ('BBB-/A-3'), on CreditWatch with
developing implications.


GREYSTONE LOGISTICS: Unaudited FY 2006 Results Show $2.7MM Loss
---------------------------------------------------------------
Warren F. Kruger, Vice Chairman of Greystone Logistics, Inc.,
disclosed unaudited results for fiscal year ending May 31, 2006.

Sales increased to $15,949,400 for the fiscal year ending May 31,
2006, compared to $9,305,500 for fiscal year 2005 for an increase
of $6,643,900, or 71%.  The increase is primarily attributable to
sales from the addition of one production line in fiscal year
2006.

Greystone also announced a $2,758,500 net loss to common
shareholders for the year ended May 31, 2006.  Greystone's EBITDA
(earnings (loss) before interest (including preferred dividends),
taxes, depreciation (including impairments and amortization)) for
the year ended May 31, 2006, is $429,600 versus $2,713,200 for the
same period last year.  The fourth quarter resulted in a positive
EBITDA of $218,500.

"We have established our physical capacities in production and in
our plastic grinding operation to meet expected demand and have
continued to bring operating costs inline with company established
goals," Warren Kruger, Vice Chairman of Greystone said.

"We expect the recent delivery of our Grocery Manufacturer's
Association standard size 48 inch x 40 inch rackable pallet mold
to contribute substantially to sales volume in the next year.  The
addition expands the Company's product line to meet new inquiries
for our unique line of recycled plastic pallets, including
significant requests for pallets by cost conscious and
environmentally sensitive corporations," Mr. Kruger continued.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Murrell, Hall, Mcintosh & Co., PLLP, expressed substantial doubt
about Greystone's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended May 31, 2005, and 2004.  The auditing firm pointed to the
Company's significant losses from operations, lack of adequate
funding to maintain working capital and stockholders' deficits at
May 31, 2005.

Headquartered in Tulsa, Oklahoma, Greystone Logistics, Inc.
(OTCBB: GLGI) through its wholly owned subsidiaries Greystone
Manufacturing, LLC, and Plastic Pallet Production, Inc. --
http://www.palweb-plwb.com/-- manufactures and markets plastic  
pallets.


GTSI CORP: Increases Secured Revolving Credit Pact by $10 Million
-----------------------------------------------------------------
GTSI(R) Corp. increased its four-year senior secured revolving
credit agreement by $10 million to $135 million.

The Company entered into the lending agreement on June 2 with
SunTrust Bank and Bank of America, N.A.  LaSalle Business Credit,
The CIT Group, PNC Bank, and Textron Financial Corporation have
joined the lending facility through syndication.

"The confidence our lenders have shown in GTSI is a powerful
endorsement of our strategy and recognition of the robust market
opportunities before us," Jim Leto, GTSI's president and chief
executive officer, said.  "We are happy to be associated with
these quality financial institutions.  With this expanded
facility, we have the financial capacity to execute our strategy
and continue to meet the needs of our government customers."

Headquartered in Northern Virginia, GTSI Corp. (NASDAQ:GTSI) --
http://www.GTSI.com/-- is an information technology product and  
solutions provider, combining products and services to produce
solutions that meet government's evolving needs.  For more than
two decades, GTSI has focused exclusively on Federal, State, and
Local government customers worldwide, offering a broad range of
products and services, an extensive contract portfolio, flexible
financing options, global integration and worldwide distribution.  
GTSI's Lines of Business incorporate certified experts and deliver
exceptional solutions to support government's critical
transformation efforts.  Additionally, GTSI focuses on systems
integrators on behalf of government programs.

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about GTSI Corp.'s
ability to continue as a going concern after auditing the
company's 2004 and 2005 financials.  The auditors pointed to the
company's net losses and covenant defaults as of Jan. 31, 2006.


HONEY CREEK: Says MuniMae's Disclosure Statement Lacks Information
------------------------------------------------------------------
Honey Creek Kiwi, LLC, filed an objection to the Disclosure
Statement explaining the Plan of Reorganization of MuniMae
Portfolio Services, LLC, with the U.S. Bankruptcy Court for the
Northern District of Texas in Dallas.

                  Disclosure Statement Objections

The Debtor objects to MuniMae's Disclosure Statement on the ground
that it fails to contain adequate information, as defined in
Section 1125(a).

The Debtor says MuniMae's Disclosure Statement:

   (a) fails to correctly state the Debtor's position as to
       the impetus of filing its bankruptcy petition;

   (b) fails to state the source of information relating to
       MuniMae's valuation of the property securing its claim
       generally and in the context of the liquidation analysis;

   (c) fails to state:

       (1) the fact that the Debtor asserts that it had never had
           complete control of the management of the business
           before filing for bankruptcy;

       (2) on a postpetition basis, the profitability of the
           Debtor has improved;

   (d) fails to discuss:

       (1) the anticipated future of the Debtor;

       (2) whether MuniMae has or will obtain consent from
           required third parties including, without limitation,
           the Texas Department of Housing and Community Affairs,
           the Internal Revenue Service and Vinson & Elkins as to
           approval of the transfers contemplated by the Plan;

       (3) who will manage the Debtor after the Effective Date;

       (4) whether and how the Plan is feasible if the debt
           service required by the Plan is satisfied without a
           tax abatement;

   (e) fails to discuss the value of the tax abatement currently
       utilized by the Debtor, its value and the impact of its
       loss on the ability of the reorganized debtor to make the
       debt service payments contemplated by the Plan;

   (f) fails to discuss the current status of the claims asserted
       by Alternative Building Concepts Group against the estate;

   (g) fails to adequately inform creditors as to liquidation
       value.  Without limitation, the Disclosure Statement fails
       to state MuniMae's valuation of the collateral securing
       their claims and the value of the tax abatement being
       sacrificed by the Plan;

   (h) fails to adequately discuss how MuniMae reached its
       valuation of the collateral securing its claim;

   (i) fails to provide sufficient information.  Without
       limitation, the Disclosure Statement fails to discuss the
       identities of and compensation being paid to MuniMae, the
       New Equity Interest, the proposed management company, their
       respective insiders, officers, and directors;

   (j) discusses, in a summary of the plan of reorganization, the
       restructuring of debt under the Plan, but not of the
       contemplated business reorganization:

       -- how will the business operations be modified to make the
          debt service payments required by the Plan feasible;

       -- what is the plan for the sale or refinancing of the
          apartments, if any;

       -- how is this plan not merely calling for a second
          reorganization immediately after transfer of control of
          the Debtor from Alternative Building to the New Equity
          Interest;

   (k) fails to state whether the reorganized debtor will be
       paying the postpetition attorneys fees and other
       administrative expenses incurred by MuniMae and how those
       payments will affect the cash flow of the reorganized
       debtor.

   (l) fails to adequately describe the nature and value of any
       claims MuniMae asserts the bankruptcy estate has against
       non-debtor parties;

   (m) fails to include proforma projections relating to the debt
       structure of the reorganized debtor and its ability to
       service payments contemplated by the Plan;

   (n) fails to adequately discuss:

       (1) the risk of the reorganized debtor's ability to make
           the payments contemplated in the Plan;

       (2) the risks associated with inability to obtain third
           party approval of the transfers and transactions
           contemplated by the Plan;

   (o) fails to adequately address:

       (1) the exemption of the Debtor from paying corporate
           income taxes;

       (2) the exemption of the Debtor from paying ad Valorem
           taxes;

       (3) the tax attributes of the bonds as restructured and the
           risks inherent with bondholder control of the New
           Equity Interest.  The Disclosure Statement fails to
           adequately address the impact of confirmation of the
           Plan on these tax attributes;

   (p) fails to adequately address the relationship of MuniMae,
       the New Equity Interest and their affiliates and the effect
       of that relationship on the tax attributes of the bonds as
       restructured;

   (q) fails to provide adequate information for the Internal
       Revenue Service to make an informed decision pursuant to
       Section 1129(d) of the Bankruptcy Code;

   (r) fails to provide adequate information for creditors to
       make an informed decision under Section 1129(a)(5) of the
       Bankruptcy Code.  Without limitation, the Disclosure
       Statement fails to identify how allowing a for-profit
       entity such as MuniMae to control the actions of the
       not-for-profit 501(c)(3) New Equity Interest is consistent
       with public policy and the interests of creditors of the
       estate.  The Disclosure Statement does not identify the
       successor of the Debtor under the Plan and its relationship
       to MuniMae including without limitation, the direct and
       indirect relationships and control of MuniMae over the new
       not-for-profit entity; and

   (s) fails to adequately address the motivations and intentions
       of MuniMae in:

       (1) opposing the Debtor's Plan;

       (2) purchasing claims against the estate with the intent of
           opposing the Debtor's plan and confirming the proposed
           MuniMae Plan;

       (3) adopting a course of action which results in lesser
           payments to MuniMae over that proposed by the Debtor's
           Plan;

       (4) making an election under Section 1111(b) of the
           Bankruptcy Code (by not making the election) thereby
           electing a lesser treatment for the sole purpose of
           blocking confirmation of the Plan.

The Debtor says, contrary to the express requirement of Section
1129(a)(5)(A) of the Bankruptcy Code, the Disclosure Statement
does not disclose "the identity and affiliations of any individual
proposed to serve, after confirmation of the plan, as a director,
officer, or voting trustee of the debtor, an affiliate of the
debtor, or a successor to the debtor under the plan."

The Debtor also says, contrary to the express requirement of
Section 1129(a)(5)(B) of the Bankruptcy Code, the Disclosure
Statement does not disclose "the identity of any insider that will
be employed or retained by the reorganized debtor, and the nature
of any compensation for such insider."

The Debtor says the Disclosure Statement:

   (a) should contain these information:

       (1) the name of New Equity Interest;

       (2) its State of Organization;

       (3) its Registered Agent name and address;

       (4) the names of its officers, directors, managers and
           partners of the New Equity Interest;

       (5) an identification and telephone number of agent of
           New Equity Interest with authority to enter into the
           transaction contemplated by the Plan;

       (6) a statement regarding the existence and good standing
           of the New Equity Interest in the State of Texas;

       (7) a statement as to whether the New Equity Interest has
           the corporate power to enter into and perform the
           obligations of the managing member of the Reorganized
           Debtor under the Plan and applicable law;

       (8) a statement as to whether the New Equity Interest is an
           organization exempt from federal income taxation
           pursuant to section 401(a) of the Internal Revenue Code
           of 1986, as amended, by virtue of being an organization
           described in Section 501(c)(3) of the IR Code and that;

       (9) a statement of the market value of the project and the
           outstanding secured claims against the project, as
           reorganized;

      (10) a statement as to whether the New Equity Interest
           is not treated as an entity apart from the Reorganized
           Debtor for federal income tax purposes;

   (b) should contain a statement regarding the current
       501(c)(3) status of the New Equity Interest including,
       without limitation, a statement regarding whether the New
       Equity Interest has a current 501(c)(3) final determination
       letter from the Internal Revenue Service or a conditional
       letter that has not yet expired and is not scheduled to
       expire prior to the end of 2006;

   (c) should contain a statement regarding whether the New
       Equity Interest has satisfied or can (on or prior to the
       Effective Date) satisfy the requirements necessary for the
       Debtor to have a 100% tax abatement from Texas Ad Valorem
       real and personal property taxes;

   (d) should contain a statement regarding whether the New
       Equity Interest is organized as a community housing
       development organization within the meaning of Section
       11.182 of the Texas Property Tax Code (TPTC) and
       Section 12704 of The Public Health and Welfare Code;

   (e) should contain a statement regarding whether the
       New Equity Interest meets the requirements of a charitable
       organization provided by Section 11.18(e) and (f) of the
       Property Tax Code;

   (f) should contain a statement regarding whether the New
       Equity Interest seeks to acquire the Reorganized Debtor for
       the purpose of building or repairing house on the property
       to sell without profit to a low-income or moderate income
       individual or family satisfying the New Equity Interest's
       eligibility requirements or to rent without profit to such
       an individual or family;

   (g) should contain a statement regarding whether the New
       Equity Interest engages exclusively in the building,
       repair, and sale or rental of housing;

   (h) should contain a statement regarding whether the New
       Equity Interest will continue to rent the property without
       profit to a low income or moderate-income individual or
       family satisfying the organization's eligibility
       requirements;

   (i) should contain a statement regarding whether the New
       Equity Interest has complied with the requirements of
       Sections 11.43(a) and (b) of the Texas Property Tax Code.

                      Confirmation Objections

The Debtor says the Plan, as written, is not feasible because of
the proposed loss of the Debtor's ad Valorem tax abatement.  On
the Effective Date of the Plan, the Debtor would immediately be in
default of a number of provisions of the Bond Documents.

The Debtor says the Plan cannot be confirmed until the Plan is
modified so that the Reorganized Debtor would not be in immediate
default.

The Debtor also says the Plan does not satisfy Section
1129(a)(5)(A)(ii) of the Bankruptcy Code and cannot be confirmed,
even with modification because the appointment of the successor to
the debtor under the Plan is not consistent with public policy --
control of a not-for-profit entity by a for-profit company.

The Debtor says the Plan has not been proposed in good faith and
cannot be confirmed under Section 1129(a)(3) of the Bankruptcy
Code because the structure of the Plan in having a for-profit
entity select a not-for-profit 501(c)(3) violates the U.S. Tax
Code and is a "means forbidden by law," unless the holders of
bonds are willing to waive the tax-exempt status of the bonds.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


HONEY CREEK: Court Issues Stipulated Confidentiality Order
----------------------------------------------------------
The Honorable Harlin DeWayne Hale of the U.S. Bankruptcy Court for
the Northern District of Texas in Dallas approved a stipulation
between Honey Creek Kiwi, LLC, MuniMae Portfolio Services, LLC,
and Alternative Building Concepts Group governing the protection
of discovery of documents and information.

The Debtor wanted to be protected from the actions of MuniMae.

MuniMae wanted to take:

   -- deposition of Mark A. Solheim, Esq., at Larson King, LLP;

   -- deposition duces tecum of the custodian of records of
      Larson King, LLP;

   -- deposition Skip Durocher, Esq., at Dorsey & Whitney, LLP;
      and

   -- deposition duces tecum of the custodian of records of
      Dorsey & Whitney, LLP.

Mr. Solheim, Mr. Durocher, Larson King and Dorsey & Whitney
represented the Debtor in the case styled Community Housing
Corporation of America, Inc. v. Alternative Building Concepts
Group, Inc. and Honey Creek Kiwi, LLC, et al, Case No. 01-18658,
in the District Court, Fourth Judicial District, County of
Hennepin, Minnesota.

MuniMae sought documents and information from the law firms and
the lawyers that is subject to the attorney and client privilege
and the attorney work product privilege.  The Debtor has not
waived these privileges.

The Debtor specifically requested the Court to issue a protective
order providing that the law firms and the lawyers are not
required to produce any document that is not:

   (a) a pleading filed of public record;

   (b) the product of discovery to or from the Plaintiffs in the
       State Court action;

   (c) correspondence to third parties or opposing counsel; and

   (d) invoices from the law firms redacted of privileged
       materials.

The Debtor also requested the Court to issue a protective order
limiting any deposition testimony of the lawyers or the law firms
to nonprivileged matters and restricting the use of any discovered
materials to litigation of the claims of Alternative Building
against the Debtor and to otherwise hold that information in
confidence.

Alternative Building concurred with the Debtor's position.

Thus, the parties reached a settlement.

Judge Hale issued the Stipulated Confidentiality and Protective
Order to facilitate discovery of documents, information, and other
materials and at the same time protect the proprietary interests
of the parties.

The order says information may be designated "Confidential" if it
contains:

(A)

   (1) personal information of an employee of a party;

   (2) non-public and proprietary information involving planning,
       research, financial, or marketing data;

   (3) proprietary and confidential know-how and trade secrets;

   (4) any marketing, financial, strategic or pricing information;
       or

   (5) the identity of customers and clients of the parties and
       its affiliates; and

(B) with respect to designations by MuniMae:

   (1) the identity of customers and potential customers other
       than the Debtor and Alternative Building;

   (2) the terms of deals with other customers other than the
       Debtor and Alternative Building;

   (3) the facts and documents related to setting the financial
       terms of deals; and

   (4) proposed terms of deals other than with the Debtor and
       Alternative Building.

Information designated as "Confidential" may be reviewed and
copied by the receiving party, but will not be disclosed by the
receiving party to any other person.  "Confidential" information
may be disclosed to:

   (a) outside counsel for the receiving party and all their
       partners and associates, together with clerical personnel,
       law clerks, paralegals and legal assistants employed by
       outside counsel, who are performing legal services in
       connection with this action, provided all those persons
       have read this Order and agree to be bound by this Order;

   (b) the Court and Court personnel;

   (c) stenographic reporters retained to record and transcribe
       testimony in this action provided those reporters agree in
       writing or on the record of a deposition or other   
       proceeding to be bound by this Order;

   (d) employees of the receiving party provided:

       (1) the receiving party believes that disclosure to an
           employee, who is to be designated for disclosure, may
           be needed to assist in the prosecution or defense of
           this action;

       (2) prior to any disclosure, that employee agrees
           to be bound by this Order; and

       (3) information is maintained in separate and identifiable
           files, access to which is restricted to these
           employees;

   (e) experts and consultants who:

       (1) have been retained by a party or its attorneys of
           record in this action for the purpose of the
           preparation of this action for trial or assisting at
           trial (such as technical experts, expert consultants,
           expert witnesses or prospective expert witnesses),

       (2) prior to disclosure, have agreed to be bound by the
           terms of this Order, and

       (3) agree to maintain the information in separate and
           identifiable files, access to which is restricted to
           persons and their assistants, stenographic, and
           clerical personnel; or

       (f) any federal, state, or local governmental or municipal
           entity or duly authorized representatives, including,
           but not limited to, representatives from the Office of
           the U.S. Trustee.

All documents and discovery materials designated as "Confidential"
that are filed with the Court, and any pleading, motion, or other
paper filed with the Court containing or disclosing classified
information, will be identified as confidential and filed and kept
under seal until further order of the Court.

Headquartered in Mesquite, Texas, Honey Creek Kiwi LLC owns a
656-unit apartment complex known as the Honey Creek Apartments.
The company filed for chapter 11 protection on August 24, 2005
(Bankr. N.D. Tex. Case No. 05-39524).  Richard G. Grant, Esq., at
Roberts & Grant, P.C., represents the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's case.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


HUSKY ENERGY: S&P Raises Preferred Stock Rating to BBB- from BB+
----------------------------------------------------------------
Standard & Poor's Rating Services raised its long-term corporate
credit and senior unsecured debt ratings on Calgary, Alta.-based
Husky Energy Inc. to 'BBB+' from 'BBB', and its preferred stock
rating on the company to 'BBB-' from 'BB+' following a review of
the company's current and prospective business and financial risk
profiles.

The ratings were also removed from CreditWatch with positive
implications, where they were placed April 13, 2006, following an
initial review of the company's year-end 2005 results.  The
outlook is stable.

"Our decision to raise the corporate credit rating is based on
Husky's recent start of production at White Rose and Standard &
Poor's assessment of the company's very good internal growth
prospects, competitive full-cycle cost profile and its
consistently moderate financial risk profile," said Standard &
Poor's credit analyst Michelle Dathorne.

"Although Husky's capital spending will accelerate between 2007
and 2009, we expect operating cash flows will outpace the
company's spending requirements, even in a more moderate price
environment.  As a result, there is expected to be cushion at the
'BBB+' rating level to absorb some level of capital cost increases
over this three-year period," Ms. Dathorne added.

The stable outlook reflects Standard & Poor's expectation that
Husky will maintain its strong liquidity and moderate debt levels
as it proceeds with its Canadian and international development
projects.  

Given Husky's strong cash flow generating capability at cyclical
peaks and troughs of the hydrocarbon price cycle, there is little
risk that the company's financial profile will materially
deteriorate between 2007 and 2008.  Nevertheless, if material
capital cost overruns occur as the company proceeds with its
various oil sands development projects, a negative rating action
could occur.  As the benefits of the near to medium term growth
initiatives are currently factored into the 'BBB+' rating, further
positive rating actions during this time period are unlikely.  


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

As reported in the Troubled Company Reporter on July 19, 2006,
Hance Scarborough will:

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

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

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

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

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

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

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

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

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


INCO LTD: Unable to Get Required Falconbridge Shareholder Support
-----------------------------------------------------------------
Inco Limited reported that its tender offer to acquire all of the
outstanding common shares of Falconbridge Limited expired at
midnight (Vancouver time) on July 27, 2006.  At the time of
expiration, the minimum tender condition of 50.01% of the
Falconbridge common shares had not been satisfied, and the company
has therefore elected to terminate its offer.  Inco has instructed
CIBC Mellon Trust Company, the depositary for the offer, to
promptly return all shares tendered.

"Though a large number of Falconbridge shareholders supported our
offer, unfortunately it wasn't enough," said Scott Hand, Chairman
and Chief Executive Officer of Inco.  "This is disappointing news
for the many people at Inco and Falconbridge who have worked very
hard to realize this transaction and create what we believe would
have been a truly great mining company.  I thank everyone for the
many long hours and effort they have contributed.  But the
Falconbridge shareholders have spoken, and we're moving on.  I
wish Derek Pannell and his team all the best going forward."

"While we may not have achieved the transaction that we originally
hoped for, our shareholders have benefited since we began this
process, as our share price has increased by 73% from when we
originally announced our transaction on October 11, 2005," Mr.
Hand said.

"Inco's attention now turns to completing our two-way transaction
with Phelps Dodge to create a global powerhouse in nickel and
copper," he said.  "Based on the combined company's premier asset
base, the outlook for sustained long-term high metals prices and
strong cash flows, the two-way combination is a winning option for
the shareholders of both companies.  We also believe that it is
clearly superior to the competing bid for Inco put forward by Teck
Cominco."

Under the terms of the Phelps Dodge transaction, Inco shareholders
will receive 0.672 shares of Phelps Dodge stock, plus CDN$20.25
per share in cash for each share of Inco stock.  The implied value
of the Phelps Dodge offer currently stands at CDN$79.81, based on
the closing price of the Phelps Dodge common stock on the New York
Stock Exchange and the U.S./Canadian dollar exchange rate on July
27, 2006.

Phelps Dodge Inco will be the world's second largest nickel
producer, one of the world's largest copper producers, and a
leading producer of molybdenum and cobalt, with a world-class
portfolio of growth projects in nickel and copper.

"Nickel and copper are both trading at or near record price
levels," said Mr. Hand.  "They are the two metals with the best
supply-demand fundamentals going forward, and are the two metals
that China needs but does not produce in any significant
quantities," he said.  "Phelps Dodge Inco will be ideally
positioned to make the most of the strong markets we foresee for
both metals over the near and long term."

As previously disclosed, the corporate office and the new
company's copper division will be headquartered in Phoenix.  Inco
Nickel, the new company's nickel division, will be headquartered
in Toronto.

Under the terms of Inco's agreement with Falconbridge, an enhanced
expense payment of $150 million is payable by Falconbridge to Inco
as a result of the failure to meet the minimum tender condition of
the Inco offer.  A further break-up fee of $300 million will be
payable by Falconbridge to Inco in the event that Xstrata
completes its proposed acquisition of Falconbridge.

Inco had also entered into a definitive agreement with
Falconbridge and LionOre Mining International Ltd. covering the
sale of the Nikkelverk refinery and related assets to LionOre,
which was conditional on Inco taking up and paying for the
Falconbridge common shares pursuant to its offer.  Under the
agreement with LionOre, a break-up fee of $32.5 million is payable
by Inco to LionOre as a result of the Falconbridge transaction not
having been completed.

                      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.

                        About Phelps Dodge

Headquartered in Phoenix, Arizona, Phelps Dodge Corp. (NYSE: PD) -
- http://www.phelpsdodge.com/-- produces copper and molybdenum
and is the largest producer of molybdenum-based chemicals and
continuous-cast copper rod.  The company and its two divisions,
Phelps Dodge Mining Co. and Phelps Dodge Industries, employ
approximately 13,500 people worldwide.

                         About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also mines
and processes copper, gold, cobalt, and platinum group metals.  It
makes nickel battery materials and nickel foams, flakes, and
powders for use in catalysts, electronics, and paints.  Sulphuric
acid and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in Canada,
Indonesia, and the U.K.

                       *    *    *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INCO LTD: Phelps Dodge Issues Statement on Failed Falconbridge Bid
------------------------------------------------------------------
Phelps Dodge Corp. (NYSE: PD) issued a statement on regarding the
results of the tender offer by Inco Ltd. (TSX, NYSE: N) to
Falconbridge Ltd. (TSX, NYSE: FAL) shareholders to purchase all
outstanding common shares of Falconbridge.   The deadline for
Falconbridge shareholders to tender their shares was 3 a.m.
eastern time, July 28.

J. Steven Whisler, chairman and chief executive officer of Phelps
Dodge, said: "We are disappointed that less than 50.01% of
Falconbridge shareholders chose to tender their shares in support
of Inco's offer and participate in the new Phelps Dodge Inco.  
However, we are excited about our agreed combination with Inco,
which will create both the world's leading base metals company and
a must-own stock for investors who want exposure to our leading
positions in copper and nickel.  With an excellent outlook for
sustained high copper and nickel prices, Phelps Dodge Inco will
have tremendous earnings and cash flow potential.  Our combination
with Inco will be immediately and meaningfully accretive to cash
flow and accretive to earnings in 2008, using our base case
commodity price assumptions."

Phelps Dodge's agreed offer for Inco consists of CDN$20.25 plus
0.672 Phelps Dodge shares for each Inco share.  As of the close of
business on Thursday, July 27, the implied value of Phelps Dodge's
offer for Inco is CDN$79.83 per share.

                        About Phelps Dodge

Headquartered in Phoenix, Arizona, Phelps Dodge Corp. (NYSE: PD) -
- http://www.phelpsdodge.com/-- produces copper and molybdenum
and is the largest producer of molybdenum-based chemicals and
continuous-cast copper rod.  The company and its two divisions,
Phelps Dodge Mining Co. and Phelps Dodge Industries, employ
approximately 13,500 people worldwide.

                         About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also mines
and processes copper, gold, cobalt, and platinum group metals.  It
makes nickel battery materials and nickel foams, flakes, and
powders for use in catalysts, electronics, and paints.  Sulphuric
acid and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in Canada,
Indonesia, and the U.K.

                       *    *    *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


Owens Corning to Acquire Modulo/ParMur Group, a Leading European
Manufactured Stone Operation


INCO LTD: Consents to OSC's Cease Trade Order on Rights Plan
------------------------------------------------------------
Inco Limited and Teck Cominco Limited consented to a cease trade
order, made on July 20, 2006, by the Ontario Securities
Commission, whereby the Company's Rights Plan will cease to apply
as of Aug. 16, 2006.

The Company has a shareholder rights plan administered under the
Shareholder Rights Plan Agreement with CIBC Mellon Trust Company,
as rights agent.  The rights issued under the rights plan are
attached to and trade with its common shares.  The rights plan was
to remain in effect until October 2008.

                        About Teck Cominco

Based in Vancouver, British Columbia, Teck Cominco Limited
(TSX:TCK.A; TCK.B; NYSE:TCK) mines, produces and refines gold,
copper, zinc, lead, molybdenum, niobium, silver and metallurgical
coal.  The Company operates in Canada, the United States and Peru.

                          About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily
for manufacturing stainless steel and batteries.  Inco also mines
and processes copper, gold, cobalt, and platinum group metals.  It
makes nickel battery materials and nickel foams, flakes, and
powders for use in catalysts, electronics, and paints.  Sulphuric
acid and liquid sulphur dioxide are produced as byproducts.  The
company's primary mining and processing operations are in Canada,
Indonesia, and the U.K.

                           *    *    *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INTEGRATED ELECTRICAL: CNA Companies Withdraw 133 Claims
--------------------------------------------------------
On March 20, 2006, Continental Casualty Company, Transportation
Insurance Company, American Casualty Company of Reading,
Pennsylvania, CNA ClaimPlus, Inc., and their American insurance
affiliates filed 133 unliquidated proofs of claim in the Debtors'
bankruptcy proceedings.

Under Integrated Electrical Services, Inc., and its debtor-
affiliates' Second Amended Joint Plan of Reorganization,
the CNA Companies' Claims are unimpaired within the meaning of
Section 1124 of the Bankruptcy Code, Joseph J. Wielebinski, Esq.,
at Munsch, Hardt, Kopf & Harr, P.C., in Dallas, Texas, points
out.

Moreover, nothing contained in the Debtors' Second Amended Plan
of Reorganization will enlarge, reduce, modify, impair or affect
in any way the parties' rights, defenses and exclusions under the
CNA Insurance Agreements.  In particular, Mr. Wielebinski notes
that:

   -- the corporate restructuring proposed in the Plan will have
      no effect on the scope of coverage and related duties under
      the CNA Insurance Agreements;

   -- the CNA Companies will retain all of their set-off or
      recoupment rights under the CNA Insurance Agreements and
      applicable law;

   -- the CNA Companies will not be deemed to have released any
      of the non-debtor parties released pursuant to Article
      13.06 of the Plan from any direct or independent
      contractual obligations that those parties may have to the
      CNA Companies, or from any claims that the CNA Companies
      may hold against the insurance brokers or agents of the
      Debtors.

The CNA Companies will be entitled to retain and hold CNA
Collateral and will be entitled to draw on the CNA Collateral as
permitted by the CNA Insurance Agreements, Mr. Wielebinski
relates.

Accordingly, the CNA Companies withdraw their Claims, without
prejudice.

A 10-page list of the 133 CNA Companies' Claims is available for
free at http://ResearchArchives.com/t/s?e5d

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/--   
is an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  The Company provides system
design, installation, and testing to long-term service and
maintenance on a wide array of projects.  The Debtor and 132 of
its affiliates filed for chapter 11 protection on Feb. 14, 2006
(Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C. Stewart,
Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors in their restructuring efforts.  Marcia L.
Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, represent the Official Committee of Unsecured
Creditors.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INTEGRATED ELECTRICAL: Watkins Withdraws $26 Million Claim
----------------------------------------------------------
Scott Watkins and his estate withdrew its Claim No. 76 for
$26 million pursuant to a stipulation entered into with Integrated
Electrical Services, Inc., and its debtor-affiliates.

The stipulation provides, among others, that the Watkins Estate
will withdraw its claim after the Effective Date of the Debtors'
Plan of Reorganization.

The Debtors' Chapter 11 Plan became effective on May 12, 2006.

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/--   
is an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.  The Company provides system
design, installation, and testing to long-term service and
maintenance on a wide array of projects.  The Debtor and 132 of
its affiliates filed for chapter 11 protection on Feb. 14, 2006
(Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C. Stewart,
Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins, L.L.P.,
represent the Debtors in their restructuring efforts.  Marcia L.
Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil, Gotshal &
Manges LLP, represent the Official Committee of Unsecured
Creditors.  As of Dec. 31, 2005, Integrated Electrical reported
assets totaling $400,827,000 and debts totaling $385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 14; Bankruptcy Creditors' Service, Inc.
215/945-7000)


IRIDIUM SATELLITE: S&P Rates $40 Million 2nd-Lien Term Loan at CCC
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its bank loan and
recovery ratings to the $210 million secured bank financing of
mobile satellite services provider Iridium Satellite LLC
(B-/Negative/--).

The $170 million first-lien loan, which consists of:

   * a $98 million first-lien senior secured term loan A,
   * a $62 million first-lien senior secured term loan B, and
   * a $10 million first-lien revolving credit facility,

is rated 'B-', the same as the corporate credit rating on Iridium,
with a recovery rating of '3', indicating an expectation for
meaningful (50%-80%) recovery of principal following a payment
default.

The $40 million second-lien term loan is rated 'CCC' (two notches
below the corporate credit rating), with a recovery rating of '5',
indicating the expectation for negligible (0%-25%) recovery of
principal following a payment default.

"The ratings on Iridium reflect a vulnerable business risk profile
from participation in a niche market with uncertain long-term
customer demand, a small revenue base, substantial long-term
satellite replacement capital expenditures requirements to
continue current operations beyond 2014, and competition from
other MSS providers and terrestrial wireless carriers," said
Standard & Poor's credit analyst Susan Madison.

Minimally tempering these risks are:

   * the attractiveness of Iridium's services to a narrow customer
     base requiring communications in remote locations and in
     emergencies;

   * a base of steady U.S. Department of Defense business
     representing about one-third of revenue;

   * ubiquitous global coverage; and

   * low customer churn.

Ratings List:

  Iridium Satellite LLC:

   * Corporate credit rating affirmed at B-/Negative/--

Ratings Assigned:

   * $98 mil 1st-lien sr secd term loan A: B- (Recovery rtg: 3)
   * $62 mil 1st-lien sr secd term loan: B- (Recovery rtg: 3)
   * $10 mil 1st-lien revolving loan: B- (Recovery rtg: 3)
   * $40 mil 2nd-lien term loan: CCC (Recovery rtg: 5)


ITC^DELTACOM: Common Stock Delisted From Nasdaq on July 27
----------------------------------------------------------
Nasdaq Stock Market delisted on July 27, 2006, ITC^DeltaCom,
Inc.'s common stock from the Nasdaq Global Market.

The common stock was delisted because the Company did not maintain
a minimum market value of publicly held shares of $15 million as
required by Nasdaq Marketplace Rule 4450(b)(3).  NASDAQ's
requirement for the minimum market value of publicly held shares
excludes the market value of outstanding shares of common stock
held by officers, directors and 10% stockholders, who collectively
own a majority of ITC^DeltaCom's total outstanding common stock.

ITC^DeltaCom will continue to file all required reports with the
Securities and Exchange Commission and expects to be eligible for
quotation in the OTC Bulletin Board through one or more market
makers.

Headquartered in Huntsville, Alabama, ITC^DeltaCom, Inc. --
http://www.deltacom.com/-- provides, through its operating  
subsidiaries, integrated telecommunications and technology
services to businesses and consumers in the southeastern United
States.  ITC^DeltaCom has a fiber optic network spanning
approximately 14,500 route miles, including more than 11,000 route
miles of owned fiber, and offers a comprehensive suite of voice
and data communications services, including local, long distance,
broadband data communications, Internet connectivity, and customer
premise equipment to end-user customers.  ITC^DeltaCom is one of
the largest competitive telecommunications providers in its
primary eight-state region.  ITC^DeltaCom has interconnection
agreements with BellSouth, Verizon, SBC, CenturyTel and Sprint for
resale and access to unbundled network elements and is a certified
competitive local exchange carrier in Arkansas, Texas, Virginia
and all nine BellSouth states.

At March 31, 2006, the Company's balance sheet showed a
stockholders' deficit of $47,956,000, compared to a $31,654,000
deficit at Dec. 31, 2005.


J.P. MORGAN: Fitch Assigns Low-B Ratings to Class B-4 & B-5 Certs.
------------------------------------------------------------------
J.P. Morgan Mortgage Trust mortgage pass-through certificates,
series 2006-A5, are rated by Fitch:

   -- $1.313 billion class 1-A-1, 2-A-1 through 2-A-5, 3-A-1
      through 3-A-7, 4-A-1, 4-A-2, 5-A-1, 5-A-2, 6-A-1, 6-A-2, A-R
      and P 'AAA';

   -- $25.27 million class B-1 'AA';

   -- $8.87 million class B-2 'A';

   -- $6.83 million class B-3 'BBB';

   -- $4.09 million class B-4 'BB'; and

   -- $3.42 million class B-5 'B'.

The 'AAA' rating on the senior classes reflects the 3.8% credit
enhancement provided by the:

   * 1.85% class B-1;
   * 0.65% class B-2;
   * 0.5% class B-3;
   * 0.3% non-offered class B-4;
   * 0.25% non-offered class B-5; and
   * 0.25% non-offered and non-rated class B-6 certificates.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  

In addition, the ratings also reflect the quality of the
underlying mortgage collateral and the strength of the legal and
financial structures.

HSBC Bank USA, N.A. will serve as trustee.  J.P. Morgan Acceptance
Corporation I, a special purpose corporation, deposited the loans
in the trust, which issued the certificates.  For federal income
tax purposes, the trustee will elect to treat all or portion of
the assets of the trust funds as comprising multiple real estate
mortgage investment conduits.


LA PETITE: Moody's Rates Proposed Second Lien Term Loan at B3
-------------------------------------------------------------
Moody's Investors Service assigned B1 ratings to the proposed
first lien credit facilities of La Petite Academy, Inc., and a
B3 rating to the company's proposed second lien term loan.   
Concurrently, Moody's upgraded La Petite's Corporate Family Rating
to B2 from Caa2.  The outlook for the ratings is stable.  

Proceeds from the proposed $110 million first lien term loan due
2012 and the $85 million second lien term loan due 2013 will be
used to refinance $145 million of 10% senior notes due 2008, about
$40 million of existing bank debt and pay expenses associated with
the transaction.

The upgrade to a Corporate Family Rating of B2 acknowledges
significant and continuing financial performance improvement over
the last two years, the benefits of the proposed refinancing in
terms of extending the maturity of the company's debt structure,
La Petite's prominent market position in the for-profit childhood
education space and generally favorable fundamentals for the
industry in terms of expected growth in enrollment over the medium
term as well as trends with respect to tuition increases.

Profitability improvements that bring EBIT to interest coverage
closer to two times on a sustainable basis and reduction in
leverage to adjusted debt to EBITDA ratios closer to four times
could lead to a positive ratings outlook.

Weaker than expected growth in enrollments, material increases in
leverage from acquisitions or margin deterioration that weakens
interest coverage would put negative pressure on the company's
ratings.  In addition, if free cash flow to debt is anticipated to
turn negative for any period of time, the ratings could be
downgraded.

Moody's took these rating actions:

   * Assigned a B1 rating to the proposed $20 million first lien
     revolving credit facility due 2011;

   * Assigned a B1 rating to the proposed $110 million first lien
     term loan due 2012;

   * Assigned a B3 rating to the proposed $85 million second lien
     term loan due 2013;

   * Affirmed the Ca rating on the existing $145 million senior
     notes due 2008, subject to withdrawal upon completion of the
     tender;

   * Upgraded to B2 from Caa2 the Corporate Family Rating.

The ratings outlook is stable.

The ratings are contingent upon the receipt of executed
documentation in form and substance acceptable to Moody's.  For
further detail, refer to Moody's Credit Opinion for La Petite
Academy, Inc.

La Petite Academy, Inc., based in Chicago, Illinois, is the second
largest for-profit preschool provider in the United States.  La
Petite offers educational, developmental and child care programs
that are available on a full-time or part-time basis, for children
between six weeks and twelve years old.  The company's schools are
located in 36 states and the District of Columbia, primarily in
the southern, Atlantic coastal, mid-western and western regions of
the United States.  As of April 8, 2006, the company operated 652
schools, including 593 residential academies, 30 employer-based
schools and 29 Montessori schools.   La Petite had revenue of
approximately $417 million for the twelve months ending April 8,
2006.


LIBERTY TAX: Remains Neutral to the Tender Offer of Five Parties
----------------------------------------------------------------
Liberty Tax Credit Plus L.P., responded to an unsolicited tender
offer made by:

   -- SCM Special Fund, LLC,
   -- MPFNY 2006, LLC,
   -- MPF Senior Note Program I, LP,
   -- MPF Flagship Fund 11, LLC, and
   -- MPF DeWaay Premier Fund 3, LLC,

to purchase up to 3,197.50 Beneficial Assignment Certificates
representing assignments of limited partnership interests in
Liberty at a price of $125 per Unit, less the amount of any
distributions declared or made with respect to the Units between
July 7, 2006, and Aug. 8, 2006, or such other date to which the
Offer may be extended.

The Offerors are not affiliated with Liberty or its general
partners.  The Offerors filed a Tender Offer Statement on Schedule
TO with the Securities and Exchange Commission on July 7, 2006.

Following receipt of the terms of the Offer, Liberty and
its General Partners reviewed and considered the Offer.  On
July 20, 2006, the Partnership and the General Partners filed a
Solicitation Statement on Schedule 14D-9 with the SEC as required
under Section 14(d)(4) of the Securities Exchange Act of 1934.    
As disclosed in the Schedule 14D-9, the Partnership and the
General Partners are expressing no opinion and are remaining
neutral with respect to the Offer.

Although the General Partners are not making a recommendation with
respect to the Offer, as set forth in the Schedule 14D-9, the
General Partners believe that Unit holders should carefully
consider the following information in making their own decisions
of whether to accept or reject the Offer:

   -- Liberty is in the process of liquidating its portfolio of
      investments in its local partnerships.  It is uncertain at
      this time how much money, if any, will be realized by
      Liberty and its Unit holders from the liquidation of its
      investments.  Liberty has not prepared for itself or
      received from any third party any valuations of its
      investments.  Accordingly, it takes no position on whether
      or not the Offer and its purchase price are attractive or
      unattractive to Unit holders from an economic point of
      view.

   -- The Offer raises certain questions about its potential
      impact on the Liberty's tax status for federal income tax
      purposes.  Liberty is currently treated, and has since its
      inception been treated, as a partnership and a pass-through
      entity for federal income tax purposes -- a tax status that
      is desirable and beneficial to Liberty and its investors.
      That beneficial tax status might be lost, and Liberty might
      be taxed as a corporation, if it were deemed to be a
      "publicly traded partnership" within the meaning of the
      Internal Revenue Code and certain regulations promulgated
      by the Internal Revenue Service. It is uncertain whether or
      not the Offer, if consummated, might cause Liberty to be
      deemed a "publicly traded partnership."
      
      Accordingly, Liberty will not permit any Units to be
      transferred pursuant to the Offer unless and until the
      Offerors provide it with:

        (i) an opinion of counsel that the Offer will not result
            in Liberty being deemed to be a "publicly traded
            partnership" for federal income tax purposes and

       (ii) an agreement to indemnify Liberty, its General
            Partners and its Unit holders for any loss or
            liability relating to any adverse tax consequences
            arising from the Offer.  This legal opinion and
            indemnity must be in a form and content satisfactory
            to Liberty and its counsel.  Certain of the Offerors
            and their affiliates have previously provided to
            Liberty such a legal opinion and indemnity in
            connection with a prior tender offer seeking less
            than 5% of Liberty's Units.  Counsel for the Offerors
            has orally stated to Liberty's counsel that the
            Offerors will provide the required legal opinion and
            indemnity with respect to transfers made pursuant to
            the Offer.

Each Unit holder should consult with his, her or its own
investment, tax and legal advisors in deciding whether or not
to tender units in response to the Offer.

                     About Liberty Tax Credit

Liberty Tax Credit Plus II L.P. is a limited partnership that
invests in 18 limited partnerships, each of which owns one or more
leveraged low-income multifamily residential complexes that are
eligible for the low-income housing tax credit enacted in
the Tax Reform Act of 1986, and to a lesser extent, in Local
Partnerships owning properties that are eligible for the historic
rehabilitation tax credit.  

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Trien Rosenberg Rosenberg Weinberg Ciullo & Fazzari LLP in New
York, raised substantial doubt about Liberty Tax Credit Plus II
L.P.'s ability to continue as a going concern after auditing the
Partnership's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the losses, contingencies
and uncertainties of the Partnership's three subsidiary
partnerships.

At March 31, 2006, the Partnership's balance sheet showed
$84,456,842 in total assets, $93,899,077 in total liabilities, and
$2,573,125 in negative minority interest, resulting in a
$6,869,110 partners' deficit.


LOGAN MEDICAL: Court Denies Move to Dismiss Suit v. Accountants
---------------------------------------------------------------
The Honorable Patrick M. Flatley of the U.S. States Bankruptcy
Court for the Southern District of West Virginia denied Hayflich &
Steinberg and Robert E. DeLawder's request to dismiss the breach
of contract lawsuit brought by Logan Medical Foundation, Inc.,
against them.

Before Logan Medical's bankruptcy filing, it employed Hayflich &
Steinberg to perform various accounting services.  Mr. DeLawder
handled the Debtor's account at the firm.  On. Jan. 21, 1999,
three months after the Debtor filed for bankruptcy, the firm filed
a proof of claim for unpaid accounting services totaling $39,278.  
On Sept. 22, 2003, the Debtor objected to the claim alleging
that the firm breached its contractual duties to the Debtor,
which, the Debtor continued, was a significant factor in
precipitating its bankruptcy filing.  The Debtor filed an
adversary proceeding (Bankr. S.D. W. Va. Adv. Pro. No. 05-02026)
on Feb. 22, 2005, to pursue its counter-claim against the firm.  
The accountants moved to dismiss the suit for lack of subject
matter jurisdiction and on judicial estoppel grounds.

                   Bankr. Court Has Jurisdiction

Judge Flatley ruled that the Debtor's lawsuit is a core proceeding
and the bankruptcy court has jurisdiction to hear the matter.

Judge Flatley explained that when a creditor files proof of claim,
it subjects itself to the bankruptcy court's jurisdiction to hear
all matters related to allowance of that claim.  The Bankruptcy
Court's jurisdiction to consider allowance of a proof of claim
includes jurisdiction to determine all defenses and affirmative
counterclaims.

                        Debtor Not Estopped

Judge Flatley further determined that any delay by the Debtor in
scheduling breach of contract claims that it initially raised as a
counterclaim to its accountants' proof of claim did not judicially
estop it from pursuing those claims.

According to Judge Flatley, judicial estoppel is an equitable
doctrine applied by the court when a litigant attempts to play
fast and loose by taking inconsistent positions or denying
previously made sworn statements in an effort to prevail twice on
opposite theories.

Three requirements must be satisfied before a court can apply
doctrine of judicial estoppel: (1) a party must adopt a present
position that is inconsistent with a stance taken in previous
litigation; (2) a court must have accepted the previous
inconsistent position; and (3) the party to be estopped must have
intentionally misled the court to gain an unfair advantage.

The accountants reminded the Court that the Debtor did not include
its litigation claims against them in Schedule B to its Schedules
of Assets and Liabilities.  The Debtor's first disclosure of its
litigation claims occurred as part of its Third Amended Disclosure
statement -- about four years after it filed bankruptcy.  

Judge Flatley pointed out that the Debtor did disclose its
litigation claims against the accountant before creditors had the
opportunity to vote on the Debtor's plan of reorganization.  
Furthermore, no evidence was presented either of any intent or
effort by the Debtor to mislead the Court or to gain unfair
advantage by failing to make timely disclosure of its claims
against the accountants.

The accountants also argued that the Debtor's claims were barred
by the statute of limitations, but they abandoned that argument at
the hearing on the motion to dismiss.  Judge Flatley noted they
reserved the right to raise the argument later, in the context of
a motion for summary judgment.

The Court's Opinion identifies these lawyers and law firms as
counsel to the Debtor:

     Robert J. Hickey, Esq.
     1050 17th St., N.W., Suite 700
     Washington, DC 20036-5535

          - and -

     Kennedy Covington Lobdell & Hickman, L.L.P.
     Atlanta, GA [sic]

          - and -

     Ronald B. Roteman, Esq.
     Campbell & Levine, LLC
     Grant Building
     310 Grant Street, Suite 1700
     Pittsburgh, PA 15219

          - and -

     W.B. Sorrells, Esq.
     The Segal Law Firm
     810 Kanawha Boulevard, East
     Charleston, WV 25301

          - and -

     Bynum E. Tudor, III, Esq.
     Tudor Law Firm
     P.O. Box 198258
     Nashville, TN 37219-8258

          - and -

     W. Greer, Esq.
     McCreedy, Kellam, Pickrell, Cox & Tayloe
     Bank of the Commonwealth Building
     403 Boush Street, Suite 300
     Norfolk, VA 23510

Hayflich & Steinberg and Mr. DeLawder are represented by:

     John F. McCuskey, Esq.
     Shuman, McCuskey & Slicer, PLLC
     1411 Virginia Street, East, Suite 200
     P.O. Box 3953
     Charleston, WV 25339

Logan Medical Foundation, Inc., is a community non-profit
organization, which used to manage the Logan General Hospital nka
Logan Regional Medical Center.  Logan Medical filed for chapter 11
bankruptcy protection on Oct. 22, 1998 (Bankr. S.D. W. Va. Case
No. 98-21721).  LifePoint Hospitals, Inc., purchased the hospital
in Dec. 2002.


MADE2MANAGE SYSTEMS: Moody's Rates $65 Million Sr. Loan at Caa1
---------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family
Rating and B2 ratings to Made2Manage Systems, Inc.'s proposed
$15 million senior secured Revolving Credit Facility and $100
million senior secured Term Loan and a Caa1 to their $65 million
Second Lien Term Loan.  Proceeds of the loans will be used to
purchase Onyx Software Corporation, to refinance existing debt and
for general corporate purposes.  The outlook is stable.

   * Corporate family rating -- B3

   * $15 million first lien senior secured revolving credit
     facility -- B2

   * $100 million first lien senior secured term loan -- B2

   * $65 million second lien senior secured term loan -- Caa1

The outlook is stable

The B3 corporate family rating reflects the Company's high
degree of leverage as well as the significant integration and
restructuring risks associated with the Onyx acquisition.  In
addition, the Company has recently closed four other acquisitions
within the last eight months which combined with Onyx effectively
doubles the size of the Company.  Management has completed
significant cost reductions in each of these acquisitions, however
it is unclear at this time whether there will be any negative long
term impact from these reductions.  The ratings also reflect the
relatively small size of the combined companies.

The corporate family rating is supported by the strength of the
Company's market positions within particular enterprise software
niches.  While the niches represent small segments within the
manufacturing industry, the Company appears to have considerable
market shares within those niches.  The corporate family rating
also takes into account management's successful track record of
completing and restructuring acquisitions, including their
original purchase of M2M.

The first lien debt is notched up from the corporate family rating
reflecting priority secured status within the capital structure.  
The Caa1 rating on the second lien debt reflects the subordination
to the first lien debt and its diminished recovery prospects in a
default scenario.

The stable outlook reflects the expectation that the company will
be able to achieve the cost cuts outlined for the Onyx and other
recent acquisitions over the near term.  The outlook also takes
into account some near term modest reduction in revenues levels at
Onyx from 2005 levels.

The ratings could face upward pressure should the integrations go
as planned and the company is able to reduce its debt leverage.

Conversely the ratings could face downward pressure if the
declines in Onyx revenues continue for an extended period or are
greater than the modest declines anticipated.  The ratings could
also face downward pressure if the company were to make additional
debt financed acquisitions.

M2M is a provider of enterprise software systems designed for
small to medium sized manufacturing businesses.  The Company is
headquartered in Indianapolis, Indiana.


MADE2MANAGE SYSTEMS: S&P Junks Proposed $65 Million Loan's Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to Indianapolis, Indiana-based Made2Manage Systems
Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'B-' bank loan
rating and '2' recovery rating to the company's proposed $15
million first-lien secured revolving credit facility (due 2011)
and $100 million first-lien Term Loan B (due 2011), reflecting its
expectation of substantial (80%-100%) recovery of principal by
lenders in the event of a payment default or bankruptcy.  The
first-lien senior secured bank loans are rated the same as the
corporate credit rating.

The rating agency also assigned its 'CCC' bank loan rating (two
notches below the corporate credit rating) and '5' recovery rating
to the proposed $65 million second-lien secured term loan C (due
2012), indicating expectation for negligible (0-25%) recovery of
principal in the event of a payment default.  These ratings are
based on preliminary offering statements and are subject to review
upon final documentation.

Proceeds from the proposed credit facilities will be used to
finance the acquisition of Onyx Software Inc. for approximately
$92.6 million, to refinance existing debt and to pay related fees
and expenses.

"Made2Manage's lack of a track record of managing at anticipated
revenue levels and the company's modest EBITDA levels currently
limit ratings upside," said Standard & Poor's credit analyst
Martha Toll-Reed.

"However, we could raise ratings over the intermediate term if the
company successfully integrates recent acquisitions and achieves
material EBITDA growth.  On the other hand, integration problems
and/or additional leverage following completion of the Onyx
acquisition could lead to lower ratings."

Made2Manage is a second-tier player in the Enterprise Resource
Planning market.  Enterprise software applications are designed to
help customers increase operating efficiency by automating key
business processes.


NEXSTAR BROADCASTING: Agrees to Acquire WTAJ-TV Assets for $56MM
----------------------------------------------------------------
Nexstar Broadcasting Group, Inc., entered into a definitive
agreement to acquire the assets of WTAJ-TV for $56 million in cash
from Television Station Group Holdings, LLC.

The Company disclosed that WTAJ-TV is a CBS affiliate serving the
Johnstown/Altoona, Pennsylvania market.  The acquisition
complements the Company's current Pennsylvania television station
operations in Wilkes Barre/Scranton and Erie.  As part of the
purchase consideration, the Company will also acquire the license
and certain assets and contracts of WLYH-TV, in Lancaster PA which
is operated by a third party under a 'grandfathered' Time
Brokerage Agreement that extends until 2015.

WLYH-TV is the UPN affiliate serving the Harrisburg/Lancaster/
Lebanon/York, Pennsylvania market.

"The acquisition of WTAJ-TV reflects our focus on expanding
Nexstar's portfolio with stations that have leading audience and
revenue shares and quality, highly rated local news programming,"
Nexstar Broadcasting Group President and chief executive officer,
Perry A. Sook said.

"The acquisition is also consistent with our clustering strategy
whereby we seek to operate multiple stations in concentrated
geographic regions."

"Under Nexstar's stewardship WTAJ-TV will realize additional
retransmission revenues as well as synergistic operating
improvements, and on a pro-forma basis the acquisition is
immediately accretive to the company," Mr. Sook added.

The Company intends to finance the acquisition through borrowings
under its senior credit facility.

Nexstar Broadcasting Group (NASDAQ: NXST) including pending
acquisitions, owns, operates, programs or provides sales and other
services to 49 television stations in 29 markets in the states of
Illinois, Indiana, Maryland, Missouri, Montana, Texas,
Pennsylvania, Louisiana, Arkansas, Alabama, and New York.  The
Company's television station group includes affiliates of NBC,
CBS, ABC, Fox, and UPN, and reaches approximately 8% of all U.S.
television households.

                           *     *     *

As reported in the Troubled Company Reporter on Mar 31, 2006
Standard & Poor's Ratings Services revised its outlook on Nexstar
Broadcasting Group Inc. to negative from stable.  The Company's
long-term ratings, including the 'B' corporate credit rating, were
affirmed.


NORTH AMERICAN ENERGY: IPO Plan Cues S&P to Put Ratings on Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B-' long-term
corporate credit, its 'B' senior secured debt, and its 'CCC'
senior unsecured debt ratings on Edmonton, Alta.-based North
American Energy Partners Inc. on CreditWatch with positive
implications.

The CreditWatch placement follows NAEP's filing of a preliminary
offering document with the Securities and Exchange Commission, in
which it states its plan to sell up to $250 million in common
stock through an initial public offering.  Net proceeds will be
used to fund the purchase of equipment currently under operating
leases, tender the company's 9% senior notes, and for general
corporate purposes.

"The CreditWatch placement reflects the potential for an upgrade
if the IPO is successfully completed and if NAEP's aggressive debt
leverage is reduced," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"The funds from the offering should provide the company with much-
needed liquidity as well the added flexibility from its access to
the equity market.  Furthermore, the equity offering provides NAEP
with an ability to expand and improve its equipment fleet at the
present time without any incremental negative effects on its
financial profile," Ms. Koutsoukis added.

The extent of any positive rating action will depend on an
analysis of NAEP's planned uses of the proceeds and the amount
of debt reduction the company will achieve as a result of the
offering.  

Standard & Poor's will resolve the CreditWatch action after
further consultation with NAEP's management and the successful
completion of the IPO.


OCA INC: SEC Has Until Aug. 11 to Contest Debt Dischargeability
---------------------------------------------------------------
The Securities and Exchange Commission has until Aug. 11, 2006, to
file a complaint or take whatever action against OCA, Inc., and
its debtor-affiliates to determine the dischargeability of a debt,
if any, owing to the Commission pursuant to Section 1141(d)(6) of
the Bankruptcy Code.   

The U.S. Bankruptcy Court for the Eastern District of Louisiana
may extend the deadline if stipulated between the Debtors and the
Commission.  

Section 1141(d)(6) of the Bankruptcy Code was recently amended to
provide that "the confirmation of a plan does not discharge a
debtor that is a corporation from any debt . . . (A) of a kind
specified in paragraph (2)(A) or (2)(B) of Section 523(a) that is
owed to a domestic governmental unit"

William H. Patrick III, Esq., at Heller, Draper, Hayden, Patrick &
Horn, LLC, told the Court that Section 1141(d)(6) contains no
provision requiring a governmental unit to seek Court
determination that the kind of debt specified is exempt from
discharge.  No known published decision has been issued and the
parties are not aware of any action in which a court has
determined whether affirmative action, such as required by Section
523(c) of the Code, is applicable to a corporation pursuant to
Section 1141(d)(6) of the Code.  The staff of the Securities and
Exchange Commission does not concede to the applicability of
Section 523(c) to Section 1141(d)(6).  They are currently
investigating potential claims, if any, that the Commission may
assert against the Debtors, including whether the Commission
has claims that fall within Section 523(a)(2)(A) of the Code.  
The Commission staff has not filed a proof of claim and is
not required to do so until the governmental unit bar date,
Sept. 13, 2006.

The Commission staff needs the additional time to complete its
ongoing investigation to avoid being forced to make a premature
determination of whether a non-dischargeable claim lies against
the Debtor, Mr. Patrick asserted.   

                            About OCA

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

The Debtor and its debtor-affiliates filed for Chapter 11
protection on March 14, 2006 (Bankr. E.D. La. Case No.
06-10179).  Three 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: Buys Modulo/ParMur for $32 Million
-------------------------------------------------
Owens Corning has signed a purchase agreement to acquire The
Modulo(TM)/ParMur Group, a market-leading producer and distributor
of manufactured stone veneer in Europe.  The acquisition will
further the global expansion of the Owens Corning Cultured
Stone(R) business in the European building products market.

The transaction, valued at approximately $32 million
(EUR25.5 million), is expected to close in September.

"We are excited about combining the strength of the Modulo/ParMur
brands, reputation for service, distribution and manufacturing
network together with Owens Corning's Cultured Stone(R) business
to better meet the needs of our customers worldwide," said Chuck
Stein, president, Owens Corning Cultured Stone(R).  "This
acquisition, combined with the recent launch of our new
manufactured stone facility in Asia, will serve the continued
global growth in the demand for these products, which add warmth,
curb appeal and value to the world's homes and businesses."

"As an industry leader in Europe, it is an incredible opportunity
for Modulo/ParMur and its employees to join forces with Owens
Corning's market- leading brand of stone in North America," said
Christian Roggeman, general manager, The Modulo/ParMur Group.
"This will result in product and technology synergies that will
add value to our customers around the world."  Mr. Roggeman was
appointed general manager, Owens Corning Cultured Stone(R) Europe.

The transaction is subject to the approval of applicable
regulatory and judicial authorities.

                       About Modulo/ParMur

The Modulo/ParMur Group, based in Bray-sur-Seine, France, designs,
manufactures and markets manufactured stone veneer wall and floor
products under the Modulo and ParMur brands.  Modulo and ParMur
are plaster-based interior wall and cement-based exterior wall-
cladding products, which are distributed primarily through the Do-
It-Yourself market in Europe.

In addition to Bray-sur-Seine, the company operates two additional
manufacturing sites in Forbach, France, and Turda, Romania.
Modulo/ParMur has nearly 150 employees.

                About Owens Corning Cultured Stone

Owens Corning Cultured Stone(R) -- http://www.culturedstone.com/-
- manufactures stone veneer products.  The business began making
replicas of natural stone in 1962 and today offers more than 20
textures, 80 colors and countless blended texture and color
options for interior and exterior applications.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) (BULLETIN BOARD: OWENQ) --
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.


PERFORMANCE TRANSPORTATION: Drafts Modified Incentive Program
-------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Western District
of New York for authority to implement a modified performance
incentive program.

The Debtors sought permission to implement a performance-based
bonus program for three management personnel.  The International
Brotherhood of Teamsters objected to the Original Program Motion.
Additionally, the Official Committee of Unsecured Creditors
informally raised some concerns with the Debtors.

In March 2006, the Debtors' Chief Financial Officer, one of the
beneficiaries under the Original Program, resigned to pursue other
employment opportunities.

In light of the necessity to modify the Original Program to
account for the resignation as well as to address the objections,
the Debtors determined that it was appropriate to re-examine the
Original Program to ensure that the program's terms are fair and
reasonable under the circumstances of their Chapter 11 cases.

With the help of their compensation experts, Watson Wyatt &
Company, the Debtors modified the Original Program.

           Modified Performance-Based Incentive Program

The Debtors came up with a modified performance-based program
consisting of two components:

   1. the EBITDAR Realization Bonus; and

   2. the Value Added Bonus.

The board of directors of Performance Logistics Group, Inc., the
ultimate parent Debtor, in consultation with Watson Wyatt and the
Debtors' financial advisors, FTI Consulting, Inc., approved the
Modified Program.

Under the terms of the Modified Program, the Debtors increased
the number of their management personnel eligible to achieve a
bonus payment, to include all 54 participants that were eligible
for a bonus payment under the Debtors' prepetition bonus plan.  
The Modified Program does not include any type of severance
payments.

The Debtors, Garry M. Graber, Esq., at Hodgson Russ LLP, in
Buffalo, New York, asserts, have satisfied the requirements of
Sections 363 and 105 of the Bankruptcy Code in that:

   * there is a "sound business purpose" that justifies the
     implementation of the Modified Program;

   * proper business judgment was exercised by the PLG Board in
     formulating and approving the Modified Program; and

   * the terms of the Modified Program are fair and reasonable.

                     EBITDAR Realization Bonus

The Realization Bonus is a pool of money that will be generated
for the benefit of eligible management personnel of the Debtors,
Mr. Graber relates.  The Debtors believe that the eligible
participants have a substantial impact on the success of the
their businesses and, as a result, the overall restructuring
efforts.

In particular, Mr. Graber says, the eligible participants
coordinate the delivery of the vehicles that the Debtors
transport, monitor the Debtors' vehicle damage and workers'
compensation claims and maintain the Debtors' tractor-trailer
units.  The Debtors contend that these services are vital to the
their vehicle-hauling operations.

The Debtors believe that the Realization Bonus will provide the
eligible participants with the incentive to more efficiently and
cost-effectively conduct the Debtors' operations.

The size of the Realization Bonus pool will depend on the
Debtors' ability to achieve an Earnings Before Interest, Taxes,
Depreciation, Amortization and Restructuring costs in excess of
that set forth in the 2006 financial forecast.  To the extent the
Debtors achieve an annual EBITDAR greater than their 2006
projection of $13,373,000, a certain portion of earnings achieved
over the Threshold will fund the Realization Bonus pool.

In particular, with respect to EBITDAR generated that is above
the Threshold and is less than or equal to $17,700,000 -- the
Target -- 16% of EBITDAR above the Threshold will be allocated to
the bonus pool while 84% will remain for the benefit of the
Debtors' estates.

If the Debtors generate EBITDAR that is greater than the Target
and is less than or equal to $20,102,000 -- the Maximum -- 29% of
EBITDAR above the Target will be allocated to the bonus pool
while 71% will remain for the benefit of the Debtors' estates.  
Any additional EBITDAR the Debtors achieve above the Maximum will
not be allocated to the bonus pool.

To the extent any of the Debtors' earnings are allocated to the
Realization Bonus pool, each of the eligible participants may
earn a bonus, the amount of which is dependent on the eligible
participant's position with the Debtors.  Consistent with the
terms of the Debtors' prepetition bonus plan, the eligible
participants are divided into five tiers and the participants
within each tier may earn a bonus in the amount of a certain
percentage of their annual base salaries:

                                            Target Bonus
   Tier    Eligible Participants         (% of Base Salary)
   ----    ---------------------          ----------------
     1     Chief Executive Officer (1)          65%
     2     Chief Operating Officer (1)          40%
     3     Vice Presidents (11)                 16%
     4     Directors (16)                        6%
     5     Terminal Managers (25)                5%

The bonuses that the eligible participants may receive will
depend on the percentage of the Target that the Debtors achieve.

For example, if the Debtors achieve a 2006 annual EBITDAR of
$14,000,000, which is 14% of the Target, a Vice President would
be eligible to receive a bonus that is 14% of 16% of his base
salary.  If the Debtors achieve a $17,000,000 2006 annual
EBITDAR, which is 84% of the Target, a Vice President would be
eligible to receive a bonus that is 84% of 16% of his salary.

Payment of any of the Realization Bonuses will be made on the
internal closure of the Debtors' annual financial statements.
Additionally, if the Debtors' emerge from bankruptcy or a
majority of the Debtors' assets are sold before the end of 2006
-- a Restructuring Event -- the Realization Bonuses will be
determined proportionately relative to the Debtors' actual
performance through the Restructuring Event.

Thus, if the Debtors were to emerge from bankruptcy on
September 30, 2006, and the actual year to date EBITDAR through
September was 120% of the Target, a Director would be eligible to
earn 120% of 6% of his base salary, adjusted for the fact that
the Director operated under the Modified Program for only 75% of
the year.  Accordingly, if a Restructuring Event occurs on
September 30, 2006, and based on an average annual salary of
$86,900, the Director would be eligible for a Realization Bonus
of $4,693 ($86,900 x 120% x 6% x 75%).

If a Restructuring Event occurs before the end of 2006, the
Debtors will not conduct an audit of the 2006 period prior to the
Restructuring Event.  Therefore, 100% of any Realization Bonuses
awarded by the PLG Board will be paid when the Debtors close the
books for the pre-Restructuring Event period.

Additionally, if an eligible participant is terminated without
cause before the end of 2006, or the occurrence of a
Restructuring Event, that participant will still be eligible to
receive a pro rated portion of the Realization Bonus that he
would have been entitled to receive if the participant had not
been terminated.

All payments under the Realization Bonus are subject to the PLG
Board's discretion.  The Board will also provide the necessary
oversight to ensure that each eligible participant only receives
a bonus payment that is commensurate with the participant's
efforts towards the Debtors' reorganization.

                         Value Added Bonus

The PLG Board determined that the efforts of the Debtors' Senior
Executives -- Chief Executive Officer and Chief Operating Officer
-- will have the greatest ability to demonstrably influence the
Debtors' ability to create maximum value for the Debtors'
estates.

The Senior Executives have engaged in negotiations with the
Debtors' customers and labor unions as to how these parties can
contribute to the Debtors' turnaround, Mr. Graber points out.  
Furthermore, the Senior Executives' ability to renegotiate the
necessary contracts will greatly enhance the Debtors' annual
earnings.

To provide the Senior Executives with an incentive to put forth
the extraordinary efforts required to consummate a successful
restructuring as expeditiously as possible, the Debtors developed
the Value Added Bonus.  The success-based bonus is based on the
total value realized by the Debtors' stakeholders through a
Restructuring Event combined with whatever additional sources of
recovery contribute to the overall stakeholder recoveries.  The
Value Added Bonus will be based on both the amount realized by
the Debtors' stakeholders and on the timeframe in which that
realization occurs.  

The Debtors have prepared a grid reflecting the Value Added Bonus
Payment structure.  

A full-text copy of the Value Added Bonus Grid is available for
free at http://researcharchives.com/t/s?e7f

In the instance where total recovery is $130,000,000, at which
point the Debtors' creditors could be paid in full resulting in
the Debtors' equity-holders potentially realizing a recovery, and
this amount of recovery is achieved by September 30, 2006, a pool
of approximately $2,740,000 would be available for distribution
as bonuses to the Senior Executives.  Furthermore, to the extent
value realized drops below $130,000,000, or the timeframe for the
realization extends past September 30, 2006, the Value Added
Bonus pool decreases.

The actual Value Added Bonus paid is only the $2,740,000 pool if
the Debtors' stakeholders realize $130,000,000 in value on or
before September 30, 2006.  After that date, holding value
realized constant, the total available Value Added Bonus is
reduced by 7.5% monthly through the maturity date of the Debtors'
postpetition financing agreement -- the Program End Date.  

After that date, the Value Added Bonus will be zero provided
that, in the case of a VAB triggered by a sale of a majority of
the Debtors' assets, a 70% Value Added Bonus will still be
available to the Senior Executives if both:

   -- an agreement for the sale is executed and a deposit related
      to that agreement has been collected by the Program End
      Date; and

   -- the sale is completed within three months after the Program
      End Date.

Additionally, if the total recovery realized falls within, but
does not reach the maximum amount of, a particular range of
creditor recovery set forth in the VAB Grid, the Senior
Executives are entitled to a proportionate amount of the maximum
bonus available in the range.  Therefore, if the total recovery
realized is $81,500,000, which is 50% of the range of $80,000,000
to $83,000,000, the Senior Executives may receive 50% of the
maximum bonus available in this range.

The PLG Board determines how the Value Added Bonus will be
distributed among the Senior Executives.  The Board may also
determine that a particular Senior Executive may receive a
portion of the Value Added Bonus if the Senior Executive is
terminated without cause or has resigned prior to the Program End
Date, provided that, in the Board's discretion, the Senior
Executive has made a substantial and determinable contribution to
the Debtors' reorganization efforts.

In connection with negotiating the terms of their postpetition
financing, the Debtors engaged in extensive discussions with the
postpetition lenders concerning the parameters of a postpetition
bonus structure for the Senior Executives, Mr. Graber tells Judge
Kaplan.  As a result, the Debtors' postpetition lenders agreed to
subject their liens to a $1,000,000 carve-out basket for
compensation to be awarded under the Modified Program, as part of
the postpetition financing that the Court approved on a final
basis in February 2006.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 11; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PERFORMANCE TRANSPORTATION: Removal Period Extended to November 24
------------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates, with the help of their professionals, have been
evaluating their current operations to develop and confirm a
viable plan or reorganization, Garry M. Graber, Esq., at Hodgson
Russ LLP, in Buffalo, New York, relates.

Currently, Mr. Graber says, the Debtors are engaged in
negotiations with their customers and labor unions concerning
concessions that are necessary to increase the Debtors' overall
earnings and maximize value of their estates.

With their hands full, the Debtors have not completed a thorough
analysis of legal actions that they are parties to, which are
pending in various tribunals.  In addition, the Debtors have not
developed a strategy with respect to the pending actions, or
additional actions that could be filed against them, because the
strategy is largely dependent on the negotiations and the
resulting business plan, Mr. Graber tells the U.S. Bankruptcy
Court for the Western District of New York.

At the Debtors' request, the Court extends the time within which
they may file notices of removal with respect to the Actions, to
and including the later to occur of:

   -- Nov. 24, 2006; or

   -- the day that is 30 days after entry of an order terminating
      the automatic stay with respect to the particular Action
      sought to be removed.

"Th[e] extension will allow the Debtors to concentrate on their
negotiations with their customers and labor unions, the outcome
of which is crucial to the Debtors' profitability and the
ultimate success of these Chapter 11 cases," Mr. Graber
maintains.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest   
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 9; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PREMIUM PAPERS: PF Papers' $2.7M Asset Sale to Flambeau River OK'd
------------------------------------------------------------------
The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware approved the sale of substantially
all of PF Papers, LLC's assets to Flambeau River Papers, LLC, for
$2.7 million.

PF Papers, a Premium Papers Holdco, LLC, debtor-affiliate,
conducts paper machine operations, de-inking operations, and
pulping operations at facilities located in Park Falls, Wisconsin,
and certain non-contiguous real estate.

The Debtors are also in the process of selling substantially all
of Smart Paper, LLC's assets.  

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  Traxi
LLC serves as the Debtors' financial advisor.  When the Debtors
filed for protection from their creditors, they listed unknown
estimated assets and $10 million to $50 million estimated debts.


QUEST MINERALS: Inks LOI to Acquire Parsons Branch Mining Permit
----------------------------------------------------------------
Quest Minerals & Mining Corp. signed a non-binding letter of
intent with Parsons Branch Development to acquire a permit to mine
the Elkhorn #2 seam on Parsons Branch located in Mud Creek,
Kentucky.  Parsons Branch Development has approximately 450,000
tons of clean coal under lease at this location.

Upon completion of the transfer of the permit to Quest, Quest will
retain all revenues from coal sales after payment of a royalty to
Parsons Branch of $1.50 per clean ton mined and expenses of mine
operations, which are expected to be carried out by a contract
miner.

"With approximately 450,000 tons of clean coal, we believe that
this project has tremendous potential," Eugene Chiaramonte, Jr.,
President of Quest, said.  "We have been seeking new energy
opportunities to enhance stockholder value, and we believe that
the Big Mud Creek region holds great opportunity.  We are excited
about working with Parson Branch Development and the local
community to create real value with this prospect.  This
acquisition is not only good for our company and our shareholders,
but it will also have a positive impact on the local community by
creating more jobs."

The transaction is subject to due diligence, negotiation of
definitive agreements, regulatory approval of the transaction, and
satisfaction of other customary conditions to closing.

                   About Quest Minerals & Mining

Based in Paterson, New Jersey, Quest Minerals & Mining Corp.
(OTC BB:QMMG.OB) -- http://www.questminerals.com/-- acquires and
operates energy and mineral related properties in the southeastern
part of the United States.  Quest focuses its efforts on
properties that produce quality compliance blend coal.

At March 31, 2006, the Company's balance sheet showed total assets
of $6,776,800 and total liabilities of $7,368,152, resulting in a
stockholders' deficit of $591,352.


RCNR INC: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: RCNR, Inc.
        128 Lubrano Drive, Suite L 102
        Annapolis, MD 21401

Bankruptcy Case No.: 06-14444

Chapter 11 Petition Date: July 27, 2006

Court: District of Maryland (Baltimore)

Judge: Robert A. Gordon

Debtor's Counsel: John Douglas Burns, Esq.
                  The Burns Law Firm, LLC
                  6303 Ivy Lane, Suite 102
                  Greenbelt, MD 20770
                  Tel: (301) 441-8780

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.


RENATA RESORT: Hires Adams & Reese as Special Counsel
-----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Florida in
Panama City gave Renata Resort LLC authority to employ Adams and
Reese, LLP, as its special counsel.

As reported in the Troubled Company Reporter on July 3, 2006,
Adams and Reese will:

    (a) assist with plan negotiations and plan structure;

    (b) assist with claim estimation proceedings;

    (c) evaluate potential claims the Estate may have against
        third parties, including but not limited to Earl Durden,
        Sylvia Harrison and Vanguard Bank;

    (d) negotiate and obtain financing; and

    (e) assist with litigation in adversary proceedings or
        contested matters, to the extent necessary.

The Debtor told the Court that the Firm's professionals bill:

     Professional                        Hourly Rate
     ------------                        -----------
     John M. Duck, Esq.                      $330
     Charles Cook, Esq.                      $295
     Stacey L. Greaud, Esq.                  $240
     Lisa M. Hedrick, Esq.                   $220
     Jason M. Cerise, Esq.                   $190
     Paralegals and Law Clerks               $120

John M. Duck, Esq., a partner at Adams and Reese, assured the
Court that his firm does not represent any interest adverse to the
Debtor, its estates or other parties-in-interest.

Headquartered in Panama City, Florida, Renata Resort, LLC, fdba
Sunset Pier Resort, LLC, operates a hotel and resort.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. N.D. Fla.
Case No. 06-50114).  John E. Venn, Jr., Esq., at John E. Venn,
Jr., P.A., represents the Debtor in its restrucutring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $19,947,271 and total debts
of $8,524,196.


ROTEC INDUSTRIES: Taps Young Conaway as Bankruptcy Counsel
----------------------------------------------------------
Rotec Industries, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware for permission to retain Young, Conaway,
Stargatt & Taylor, LLP, as its bankruptcy counsel.

Young Conaway will:

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

   b) prepare on behalf of the Debtor necessary applications,
      motions, answers, orders, reports and other legal papers;

   c) appear in Court and protect the interest of the Debtor
      before the Court;

   d) assist in the preparation and pursuit of confirmation of a
      plan and approval of a disclosure statement; and

   e) perform all other legal services for the Debtor which may be
      necessary and proper in this proceeding.

Michael R. Nestor, Esq., a member at Young Conaway, will charge
the Debtor $445 per hour for his services.  Mr. Nestor discloses
the firm's principal counsel and paralegal that will represent the
Debtor and their current hourly rates:

        Professional                   Hourly Rate
        ------------                   -----------
        Edward J. Kosmowski, Esq.         $365
        Kara Hammond Coyle, Esq.          $255
        Gregory J. Babcock, ESq.          $215
        Melissa Bertsch                   $115

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

Headquartered in Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete   
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.


ROTEC INDUSTRIES: U.S. Trustee Picks Five-Member Creditors Panel
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in Rotec Industries, Inc.'s chapter 11 case:

    1. China Three Gorges Project Corporation
       No. 1 Jiansha Road, Yichang,
       Hubei, P.R. China 443002
       Tel: (0086) 7176767258
       Fax: (0086) 717620248

    2. R-M Industries, Inc.
       Attn: Richard Trepanier
       38 Interstate Road,
       Addison, IL 60101
       Tel: (630) 543-3071
       Fax: (630) 543-7318

    3. Stewart-Skeehan, Inc. dba Gray's Travel
       Attn: Glen P. Stewart
       60 Revere Drive, Ste. 900
       Northbrook, IL 60602
       Tel: (847) 498-9750
       Fax: (847) 498-5543

    4. D.C. Transport
       Attn: John Edward Coccieniglio
       1300 E. Devon Avenue
       Elk Grove Village, IL 60007
       Tel: (847) 593-4200
       Fax: (847) 593-4243

    5. Apache Hose & Belting Company, Inc.
       Attn: John Pientok
       4805 Bowling Street, S.W.
       Cedar Rapids, IA 52406
       Tel: 319-366-0471 ext. 226
       Fax: 319-366-4210

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 Elmhurst, Illinois, Rotec Industries, Inc. --
http://www.rotec-usa.com/-- is an industry leader in concrete   
products and concrete placing technology & solutions.  The company
filed for chapter 11 protection on May 31, 2006 (Bankr. D. Del.
Case No. 06-10542).  Edward J. Kosmowski, Esq., at Young, Conaway,
Stargatt & Taylor, LLP, represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.


SAINT VINCENTS: Wants Plan-Filing Period Stretched to Nov. 15
-------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York to further extend the period within which
they have the exclusive right to:

     (a) file a plan of reorganization to Nov. 15, 2006; and

     (b) solicit acceptances of that plan to Feb. 1, 2007.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that the Debtors, with the assistance of their
professionals, have made substantial progress essential to the
stabilization of their operations and successful reorganization.

Mr. Troop relates that due to the complex regulatory and
licensing issues involved in selling a hospital in New York, the
negotiations for the sales of the Queens and Staten Island
hospitals took longer than anticipated and were unusually
complicated.

The Debtors, with the respective buyers for the hospitals, must
now seek the necessary regulatory approvals to consummate the
sales, which approvals are not expected to be complete until the
fourth quarter of 2006.

To date, Mr. Troop says, approximately 125 individual claimants
have filed motions for relief from the automatic stay effectively
to continue their prepetition district or state court actions
against the Debtors.

The Debtors have filed nine omnibus objections and several other
individual objections in response to the lift-stay motions.

The Debtors' proposed methodology to address the medical
malpractice claims is being reviewed by the Tort Claimants'
Committee and the Debtors have continued to refine the
Methodology through discussions with various constituents.

The Debtors continue to solicit offers for various parcels of
real property that they own and that are not central to their
operations and expected future operations.

Mr. Troop informs the Court that the Debtors are working
diligently with the Creditors' Committee, the Tort Claimants'
Committee, and other major interest-holders on the aspects of the
bankruptcy cases that are the necessary prerequisites to being
able to formulate a plan of reorganization.

The Debtors, Mr. Troop asserts, need more time to develop and
implement a viable long-term business plan and allow the
Creditors' Committee and other parties-in-interest to evaluate
that plan.

The Court will convene a hearing on August 29, 2006, to consider
the Debtors' request.  Since their current Exclusive Filing
Period will expire on August 15, the Debtors seek a temporary
extension of the deadline.

The Creditors' Committee and the Tort Claimants' Committee have
agreed to the requested temporary extension, Mr. Troop says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 29
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Court Approves $2 Million Premium Financing Pact
----------------------------------------------------------------
The Honorable Adlai S. Hardin Jr. of the U.S. Bankruptcy Court for
the Southern District of New York grants Saint Vincents Catholic
Medical Centers of New York and its debtor-affiliates' request for
authority to finance, on a secured basis, approximately $2,200,000
in premium payment for certain primary and excess casualty -- not
medical malpractice -- insurance covering the Debtors' hospitals.

Judge Hardin authorizes the Debtors to:

    * enter into and perform the Premium Finance Agreement,
      Disclosure Statement and Security Agreement; and

    * grant to AICCO a security interest in and a lien on all
      unearned or returned Insurance Premiums and other amounts
      which may become due to the Debtors in connection with the
      Umbrella Policy and the New/Renewed Excess Policies.

The Debtors have historically maintained commercial general
liability insurance, automobile liability insurance, and workers'
compensation programs in Staten Island, Brooklyn and Queens,
Manhattan, and Westchester.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, related that the Debtors have financed the insurance
premiums through parties other than their primary or revolving
credit lender.

According to Mr. Troop, the insurance generally is obtained on an
annual basis, and premiums are likewise due on an annual basis.
To continue the benefits of commercial insurance coverage, the
Debtors must now renew those commercial insurance policies and
obtain financing to cover their premiums.

A.I. Credit Corporation financed the Debtors' casualty insurance
for the policy year covering July 1, 2005, through June 30, 2006.

The Previous Casualty Insurance Policies expired at 12:01 a.m.,
on June 30, 2006.

Mr. Troop related that insurance coverage has been "bound" from
July 1, 2006, through June 30, 2007, through a renewed Umbrella
Policy and a series of new or renewed excess casualty insurance
policies, subject to combined, required premium payments of
$2,952,816.

In summary, the renewed Umbrella Policy provides for:

    * $750,000 of primary general liability coverage in excess of
      the $250,000 provided by Queensbrook Insurance Company,
      Ltd., totaling $1,000,000 on a per occurrence basis and up
      to $7,000,000 on an aggregate basis for Brooklyn and Queens;
      and

    * $750,000 of primary workers' compensation and automobile
      liability coverage to SVCMC on a system-wide, consolidated
      basis in excess of the $250,000 provided by QIL, totaling
      $1,000,000 on a per occurrence basis and up to $7,000,000 on
      an aggregate basis.

Once the primary per occurrence or aggregate limit is exhausted,
the New and Renewed Excess Policies provide for:

    * a first layer of $25,000,000 in per occurrence and aggregate
      excess coverage underwritten by AIG;

    * a second layer of $25,000,000 in per occurrence and
      aggregate excess coverage underwritten by XL Insurance
      Company; and

    * a third layer of $50,000,000 in per occurrence and aggregate
      excess coverage underwritten by Starr Excess Liability Ltd.

Overall, the Umbrella Policy and the New and Renewed Excess
Policies are designed to cover up to:

      (i) $101,000,000 in claims on a per occurrence basis and
          $106,000,000 in claims in the aggregate for the Staten
          Island general liability program;

     (ii) $101,000,000 on a per occurrence basis and $107,000,000
          in the aggregate for the Brooklyn and Queens general
          liability program; and

    (iii) $101,000,000 on a per occurrence basis and $107,000,000
          in the aggregate for automobile liability and workers
          compensation coverage system-wide.

The need to ensure a seamless transition to the new Umbrella
Policy and the New/Renewed Excess Policies and the benefits of
doing so for these estates are beyond question, Mr. Troop told the
Court.

According to Mr. Troop, the Debtors have engaged in arm's-length,
good faith negotiations with AICCO regarding the terms and
conditions of financing the payment of the Insurance Premiums.
These terms and conditions are embodied in a "Premium Finance
Agreement, Disclosure Statement and Security Agreement."  A full-
text-copy of this agreement is available for free at:

               http://ResearchArchives.com/t/s?e8f

Pursuant to the Agreement, the Debtors will repay the $2,952,816
in Insurance Premiums by:

    (a) making an initial cash payment of $711,000 to AICCO;

    (b) paying interest on the balance of $2,241,816 at an annual
        percentage rate of 5.99%;

    (c) paying the $2,241,816 in 10 equal monthly installments
        of $230,420 and making the monthly payments starting
        August 1, 2006; and

    (d) paying AICCO a $62,392 finance charge.

The Debtors will also grant AICCO a security interest in all
unearned or returned Insurance Premiums and other amounts, which
may become due to the Debtors in connection with the Umbrella
Policy and New Excess Policies.

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. 30
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Maps Out Tort Claimants Panel's Responsibilities
----------------------------------------------------------------
At the request of the U.S. Bankruptcy Court for the Southern
District of New York, Saint Vincents Catholic Medical Centers of
New York and its debtor-affiliates, the Official Committee of
Unsecured Creditors, the Official Committee of Tort Claimants,
Kronish Lieb Weiner & Hellman LLP, and the United States Trustee
conferred and defined the duties of the Tort Claimants' Committee.

The parties agreed that the Tort Claimants' Committee will:

    1. investigate, monitor, negotiate and assist:

       * in the global resolution of Medical Malpractice Claims,
         including, the Debtors' proposed compulsory mediation
         process or any subsequently proposed alternatives;

       * in the resolution of any requests by holders of Medical
         Malpractice Claims for relief from the automatic stay to
         pursue Claims including, the Debtors' proposed three-
         category approach to stay relief motions filed by holders
         of Medical Malpractice Claims or any subsequently
         proposed alternative;

       * the holders of Medical Malpractice Claims with respect to
         the Debtors' complex set of insurance policies,
         including, different tiers of insurance, different pools
         of insurance proceeds and different rights afforded to
         various holders of Medical Malpractice Claims; and

       * the holders of Medical Malpractice Claims with respect
         to any and all proposed procedures with respect to (i)
         pooling of insurance proceeds and (ii) the treatment of
         the Debtors' current or former employees in the context
         of the commencement or continuation of a proceeding with
         respect to a Medical Malpractice Claim;

    2. monitor the disposition of otherwise unencumbered assets of
       the Debtors' estates, which may be available for
       distribution to holders of Medical Malpractice Claims,
       including, participating in the Debtors' search for a real
       estate advisor and all activities concerning the
       development/disposition of the Debtors' Manhattan real
       estate;

    3. communicate with holders of Medical Malpractice Claims
       regarding (a) the progress of the Debtors' Chapter 11 cases
       generally and (b) any specific issues or motions affecting
       the treatment of Medical Malpractice Claims, as distinct
       from prepetition general unsecured claims; and

    4. participate in the formulation of any plan of liquidation
       or reorganization for any of the Debtors solely to the
       extent of:

       (a) reviewing and negotiating the classification of Medical
           Malpractice Claims in the p1an; and

       (b) reviewing whether a plan which separately classifies
           Medical Malpractice Claims or any portion discriminates
           unfairly or is fair and equitable with respect to that
           class; and

       (c) advising holders of Medical Malpractice Claims of the
           Tort Claimants' Committee's determination as to the
           plan.

The Court approves the Tort Claimants' Committee's limited scope
of duties and responsibilities.

Furthermore, the Court rules that if the Tort Claimants'
Committee seeks to engage in any activity beyond the approved
scope, it will be required to obtain approval from the Court.

The Court also rules that the Tort Claimants' Committee will:

    -- not retain any professionals other than Kronish Lieb and
       Gilbert Heintz;

    -- be subject to a professional fee budget for its legal and
       insurance advisors:

       * for the compensation period starting on May 17, 2006,
         through and including June 30, 2006, Kronish Lieb's fees
         will not be subject to a cap, and for the compensation
         period starting July 1, 2006, its fees will be subject to
         a monthly cap of $100,000; and

       * Gilbert Heintz will be limited to $175,000 for the entire
         scope of its engagement.

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. 30
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAKS INC: S&P Affirms B+ Corporate Credit & Sr. Unsecured Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' corporate
credit and senior unsecured ratings on Birmingham, Alabama-based
department store company Saks Inc.  The ratings were removed from
CreditWatch, where they had been placed with developing
implications in April 2005.  The outlook is positive.

Total debt was $694 million at April 29, 2006.

"The affirmation is a reflection of Saks' relatively weak business
profile, as its luxury Saks Fifth Avenue department stores have
underperformed important competitors such as Neiman Marcus,
Nordstrom, and Bloomingdale's," said Standard & Poor's credit
analyst Gerald A. Hirschberg.  

"Moreover, the company's financial profile is expected to be
remain highly leveraged."

The positive outlook recognizes that a refocused business has the
potential for improving the company's market share.  With better
sales and margins, EBITDA could recover, but this would need to be
accompanied by a less aggressive financial policy, such that debt
reduction has a higher priority.


SAVERS INC: S&P Junks Proposed $140 Million Sr. Sub. Notes' Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Bellevue, Washington-based thrift store operator Savers, Inc.'s
proposed $212 million credit facility that matures in 2012.

At the same time, Standard & Poor's assigned its recovery rating
of '2' to the credit facility, indicating a high expectation of
substantial recovery (80%-100%).

In addition, a 'CCC+' was assigned to the proposed $140 million
senior subordinated notes that mature in 2014.  The notes will be
issued under rule 144a without registration rights.  Concurrently,
Standard & Poor's assigned its 'B' corporate credit rating to
Savers.  The outlook is negative.

"The ratings are based on preliminary terms and are subject to
change after review of final documents," said Standard & Poor's
credit analyst Diane Shand.

Proceeds from the bank facility and subordinated notes will be
used to finance the acquisition of Savers Inc. by Freeman Spogli &
Co. and management, and for general corporate purposes.

The ratings on Savers reflect the company's:

   * participation in the intensely competitive retail industry;

   * relatively small size;

   * high leverage; and

   * vulnerability to fluctuations in the value of the Canadian
     dollar.

These factors are somewhat offset by Savers established market
position in the fragmented for-profit thrift industry.

Standard & Poor's expects the investor group to fund $327 million
of their $555 million acquisition of Savers with debt.  The rating
agency estimates that after the transaction the company's leverage
will be very high, at more than 6.5x, and cash flow protection
measures will be thin with EBITDA coverage of interest less than
2.0x.


SCHOLASTIC CORP: S&P Downgrades Corporate Credit Rating to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on
Scholastic Corp.  The corporate credit rating was lowered to
'BB' from 'BB+'.  The rating outlook is negative.

New York, N.Y.-based Scholastic is a leading publisher and
distributor of children's books.  Total debt as of May 31, 2006,
was $571 million.

The downgrade reflects weak operating performance in the fiscal
fourth quarter ended May 31, 2006, resulting in a lower-than-
anticipated increase in full-year earnings.  Moreover, Standard &
Poor's has concerns regarding the company's increasing business
risk and uncertain long-term growth prospects.

"The 'BB' rating reflects the company's somewhat weakening
business profile and volatile operating performance, partially
offset by its niche position as a children's book publisher and
seller, as well as its moderate capital structure," said Standard
& Poor's credit analyst Hal F. Diamond.

Scholastic has a well-entrenched market position in the
distribution of children's books in elementary schools through
book clubs and fairs.

Operating income declined 10% in the three months ended May 31,
2006, reflecting lower profitability in some of its core
businesses and higher operating costs and expenses.  Revenues from
book clubs, the company's largest operation, are likely to decline
in fiscal 2007 due to the discontinuation of the company's Troll
and Trumpet clubs.  The continuity segment, formerly a significant
profit contributor, is now minimally profitable because of the
implementation of alternative marketing strategies as a result of
federal telemarketing regulations.

The negative outlook reflects Standard & Poor's concern that
management may face challenges in restoring consistent revenue
growth and margin stability in its core operations over the near-
to-intermediate term.  In order for Standard & Poor's to revise
the outlook to stable, the rating agency needs confidence that the
company will be able to improve operating performance of its core
businesses as well as to maintain satisfactory discretionary cash
flow and its ample margin of compliance with covenants.


SCIENCE DYNAMICS: Inks Pact to Restructure Debt With Laurus Master
------------------------------------------------------------------
Science Dynamics Corporation entered into an agreement to
restructure its debenture with Laurus Master Fund.

"This restructuring represents a critical achievement for
Science Dynamics" Paul Burgess, the Company's chief executive
officer, said.  

"We have agreed to pay off the entire $2 million debenture with
Laurus in exchange for a waiver of previous defaults and removal
of all related liens and indebtedness.  In addition to saving
Science Dynamics significant fees and penalties, this agreement
strengthens our balance sheet and enables us to seek additional
financing more favorable to shareholder growth."

"Science Dynamics is in a dramatically different financial
position as a result of this agreement," Burgess said.  

"Laurus played an important role in the progress we have made over
the past several years, enabling us to finance the acquisition of
SMEI and providing us with working capital as we transformed our
business.  Since placing the convertible with Laurus in February
of last year, we completed a transformative acquisition, grew
sales to $4.7 million on a trailing 12-month basis and became
EBITDA positive as we grew the value of our service contracts
with clients to more than $16 million. We appreciate Laurus'
assistance and their continuing confidence in us.  Laurus will
continue to be an important shareholder."

Science Dynamics will pay off the existing Laurus $2 million
debenture by Aug. 31, 2006.  The company will pay Laurus
$500,000 in cash and issue 1 million restricted common shares
immediately and will pay another $250,000 in cash to Laurus on
Aug. 1, 2006.  

By Aug. 31, 2006, Science Dynamics will issue an additional
8,333,333 restricted common shares and pay $750,000 in cash to
Laurus.  In exchange, Laurus will consider the existing
convertible debenture repaid in full and will waive all previous
defaults and liens on the company.  Upon fulfilling the terms of
this agreement, Science Dynamics will have no outstanding
indebtedness to Laurus.

                      About Science Dynamics

Headquartered in Pennsauken, New Jersey, Science Dynamics Corp.
(OTCBB: SIDY) -- http://www.scidyn.com/-- develops geospatial  
systems in the United States.  It operates in two divisions,
Technology Services and Technology Products.  Also, the company
offers architecture software to provide users to manage
applications in a secure environment.

                       Going Concern Doubt

Peter C. Cosmas Co., CPA, in New York, raised substantial doubt
about Science Dynamics' ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's losses from operations and working capital deficit.

At March 31, 2006, the Company's balance sheet showed $4,483,845
in total assets, $85,758 minority interest and $5,725,426 in total
liabilities, resulting in a $1,327,339 stockholders' deficit.


SERACARE LIFE: Court Sets Aug. 1 as Equity Holders Claim Bar Date
-----------------------------------------------------------------
Equity security holders owed money by SeraCare Life Sciences,
Inc., have until tomorrow, Aug. 1, 2006, to file their proofs of
claim, excluding proofs of interest.

Proofs of claim must be filed with the Clerk of the Bankruptcy
Court for the U.S. Bankruptcy Court for the Southern District of
California at this address:

     Clerk of Court
     U.S. Bankruptcy Court
     Southern District of California
     325 West F St.
     San Diego, CA 92101

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological  
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and
$33.5 million in debts.


SERACARE LIFE: Gets Court Nod to Hire KPMG LLP as Tax Advisors
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of California
authorized SeraCare Life Sciences, Inc., to employ KPMG LLP as its
tax advisors.

KPMG LLP will:

   a) review and assist in the preparation and filing of any tax
      returns including amended tax returns;

   b) advise and assist the Debtor regarding tax planning issues,
      including, but not limited to, assistance in estimating net
      operating loss carryforwards, net operating loss carrybacks,
      international taxes, and state and local taxes;

   c) assist the Debtor regarding any existing or future IRS,
      state or local tax examinations;

   d) advise and assist on the tax consequences of proposed plans
      of reorganization, including, but not limited to, assistance
      in the preparation of Internal Revenue Service ruling
      requests regarding the future tax consequences of
      alternative reorganization structures; and

   e) take other action and perform other services that require
      tax expertise that the Debtor may require in connection with
      its chapter 11 case.

Ron Busick, a partner at KPMG, discloses that the firm's
professionals bill:

      Professional                          Hourly Rate
      ------------                          -----------
      Partners                                  $625
      Directors/Senior Managers/Managers    $500 - $575
      Senior/Staff Accountants              $259 - $305

KPMG has agreed to apply a 20% discount to its fees.  In addition,
the firm will also apply a 30% discount on its professional's fees
with respect to the preparation of amended tax returns for the
three years, starting August 2002.

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

Based in Oceanside, California, SeraCare Life Sciences, Inc. --
http://www.seracare.com/-- develops and manufactures biological  
based materials and services for diagnostic tests, commercial
bioproduction of therapeutic drugs, and medical research.  The
Company filed for chapter 11 protection on March 22, 2006
(Bankr. S.D. Calif. Case No. 06-00510).  The Official Committee of
Unsecured Creditors selected Henry C. Kevane, Esq., and Maxim B.
Litvak, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub
LLP, as its counsel.  When the Debtor filed for protection from
its creditors, it listed $119.2 million in assets and
$33.5 million in debts.


SEW CAL: Incurs $598,699 Net Loss in Quarter Ended May 31, 2006
---------------------------------------------------------------
Sew Cal Logo Inc. filed its third quarter financial statements for
the three months ended May 31, 2006, with the Securities and
Exchange Commission on July 25, 2006.

The Company reported a $598,699 net loss on $516,648 of total
revenues for the third quarter ended May 31, 2006, compared with a
$59,153 net loss on $613,522 of total revenues for the same period
in 2005.

At May 31, 2006, the Company's balance sheet showed $1,494,602 in
total assets and $2,520,881 in total liabilities, resulting in a
$1,026,279 stockholders' deficit.

                       Going Concern Doubt

Moore & Associates, Chartered, in Las Vegas, Nevada, raised
substantial doubt about Sew Cal Logo Inc.'s ability to continue as
a going concern after auditing the Company's financial statements
for the third quarter ended May 31, 2006.  The auditor pointed to
the Company's losses since inception.

                        Subsequent Events

Since May 31, 2006, the Company has received $2,000,000 in new
financing.  The Company has expended approximately $1,000,000 on a
branded line of surf and sportswear under an acquired logo.  The
Company has signed several famous surfing athletes who are and
will continue to endorse and use the Company's clothing and
accessories.  Trademark applications have been processed and are
awaiting final registration.  Management confidently forecasts a
profit in the next fiscal year.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?e7a

Based in Los Angeles, Calif., Sew Cal Logo Inc. produces and
manufactures custom embroidered caps, sportswear and related
corporate identification apparel.  The Company provides an
in-house, full-service custom design center where original  
artwork and logo reproduction for embroidery are available.  The
Company also offers contract embroidery and silk-screening to the
manufacturing and promotional industry.  The Company's products
are sold, primarily in the United States, to Fortune 500
companies, major motion picture and television studios, retailers,
and local schools and small businesses.


SIERRA HEALTH: Earns $33.5 Mil. in Second Quarter Ended June 2006
-----------------------------------------------------------------
Sierra Health Services, Inc., earned $33.5 million of net income
for the second quarter ended June 30, 2006, compared with
$33.8 million earned for the same period in 2005.

The Company reported pre-tax income from its core managed care and
corporate operations segment of $51.5 million, compared with
$40.7 million for the second quarter of 2005.

Its total revenues for the quarter were $424.4 million, compared
with $348 million for the same period in 2005 and medical premium
revenues were $400.7 million, compared with $320.4 million for the
same period in 2005.

At June 30, 2006, the Company's balance sheet showed $754,105,000
in total assets, $509,032,000 in total liabilities, and
$245,073,000 in total stockholders' equity.

The Company's medical claims payable balance decreased to
$148 million at June 30, 2006, compared with $162.3 million at
March 31, 2006.

The Company also reported cash flow from operations for the six
months ended June 30, 2006, of $140.1 million including seven
months of payments from the Centers for Medicare and Medicaid
Services.  Its cash flow from operations decreased to
$10.5 million for the quarter from $16.0 million for the same
period in 2005.

During the quarter, the Company purchased 923,000 shares of its
common stock in the open market for $36.6 million, at an average
price of $39.72.  Since January 2006, it has repurchased
3.1 million shares for $127.8 million.  Its current available and
authorized balance for future share repurchases is $64.4 million.

"The continued growth dynamics of the commercial market in Nevada,
combined with our recent re-selection as one of the state's
Medicaid managed care plans, bode well for another successful
year," Anthony M. Marlon, M.D., chairman, president and chief
executive officer of the Company said.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?e91

Headquartered in Las Vegas, Nevada, Sierra Health Services Inc.
(NYSE: SIE) -- http://www.sierrahealth.com/-- is a diversified  
health care services company that operates health maintenance
organizations, indemnity insurers, military health programs,
preferred provider organizations and multispecialty medical
groups. Sierra's subsidiaries serve more than 1.2 million people
through health benefit plans for employers, government programs
and individuals.

                           *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Sierra Health Services Inc. to 'BB+' from 'BB' and
removed it from CreditWatch with positive implications, where it
was placed on Feb. 7, 2006.  Standard & Poor's also said that the
outlook on Sierra is positive.


SILICON GRAPHICS: Court Okays Solicitation and Tabulation Protocol
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved Silicon Graphics, Inc., and its debtor-affiliates'
proposed solicitation and tabulation procedures, and established:

    * Aug. 3, 2006, as the Solicitation Date and the
      Subscription Commencement Date;

    * Aug. 31, 2006, as the Confirmation Objections Deadline;

    * Sept. 6, 2006, as the Voting Deadline; and

    * Sept. 19, 2006, as the Confirmation Hearing Date.

The Official Committee of Unsecured Creditors and the Ad Hoc
Committee had written letters supporting the approval of the
Disclosure Statement.  The Support Letters will be included as
part of the Solicitation Packages distributed to the holders of
claims in classes entitled to vote to accept or reject the Plan.

The Debtors will publish the Confirmation Hearing Notice, on one
occasion, on or before August 6, 2006, in the national edition of
The New York Times.

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


SILICON GRAPHICS: Gets Okay to Finance $1.97MM Insurance Payment
----------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorizes Silicon Graphics, Inc.,
and its debtor-affiliates, on an interim basis, to:

    (i) enter into, and pay all sums due under, the Premium
        Finance Agreement; and

   (ii) grant AFCO a security interest in all unearned Insurance
        Premiums.

Objections must be filed and actually received by 4:00 p.m., on
Aug. 14, 2006.

The Court will convene a final hearing on Aug. 17, 2006, at
10:00 a.m.

Before the Court's approval, the Debtors sought the Court's
authority to incur secured debt from AFCO Premium Acceptance,
Inc., to finance certain insurance premiums for the policy year
July 1, 2006, to July 1, 2007, pursuant to Section 364(c)(2) of
the Bankruptcy Code.

AFCO is a wholly owned subsidiary of AFCO Premium Credit, LLC, and
a joint venture of AFCO Credit Corporation and Marsh USA, Inc.

Prior to their bankruptcy filing, the Debtors purchased liability,
product, and property-related insurance policies from numerous
insurance companies.  The Court authorized the Debtors to maintain
and continue their insurance coverage in the ordinary course of
business.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
informs the Court that several insurance policies expired on
July 1, 2006.  The Debtors have made arrangements to renew the
insurance policies or to purchase replacement policies for an
additional one-year period through and including July 1, 2007,
from 11 insurers:

    * Federal Insurance Company,
    * Great Northern Insurance Company,
    * St. Paul Surplus Lines Insurance Company,
    * St. Paul Fire & Marine Insurance Company,
    * American Guarantee and Liability Insurance Company,
    * North River Insurance Company,
    * Global Aerospace, Inc.,
    * Factory Mutual Insurance Company,
    * Lloyds of London,
    * Zurich American Insurance Company, and
    * National Union Fire Insurance.

The total amount of premiums due under the Insurance Policies for
the 2006 - 2007 policy year is $1,979,456, inclusive of estimated
taxes and policy fees.

Mr. Waisman notes that it is not possible to obtain premium
financing by incurring unsecured debt.

AFCO agreed to provide premium financing on a secured basis.

The parties entered into a Premium Finance Agreement, which
contemplates that the Debtors will pay $712,672 before
Aug. 1, 2006.  The remaining $1,266,784 will be repaid in eight
monthly installments of $158,348.

In addition, the Premium Finance Agreement provides that the
Debtors will grant AFCO a security interest in the Insurance
Policies.  The Security Interest extends to all unearned
Insurance Premiums, which may become payable under the Insurance
Policies, and loss payments that reduce the unearned Insurance
Premiums subject to any mortgagee or loss payee interests.

Mr. Waisman asserts that the continuation of the Insurance
Policies is necessary, among others, to protect the Debtors from a
variety of product and property-related, and general liabilities.

A full-text copy of the Premium Finance Agreement is available
for free at http://researcharchives.com/t/s?e8a

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


SKYTERRA COMMS: Approves 2006 New Equity and Incentive Plan
-----------------------------------------------------------
At the annual meeting of SkyTerra Communications, Inc., the
Company's stockholders approved:

   -- a new 2006 Equity and Incentive Plan,

   -- re-elected all of the members of the Board of Directors, and

   -- ratified the appointment of Ernst & Young as the Company's
      independent registered public accounting firm for the year
      ending Dec. 31, 2006.

In addition, the Company completed the redemption of all of the
Company's outstanding Series A Preferred Stock for aggregate
cash and common stock consideration equal to the $120 million
liquidation preference of the preferred stock.  

A total of approximately $18 million in cash was paid to redeem
the preferred stock along with the issuance of approximately
5.7 million shares of voting and non-voting common stock of the
Company.  

The Redemption is a condition to closing of the pending
transactions to consolidate majority ownership and control of
Mobile Satellite Ventures LP and its corporate general partner
under the Company.  Closing of those transactions is currently
expected to occur during the current fiscal quarter, pending
regulatory approvals.

The approximately $18 million in cash paid in connection with the
Redemption was generated from the completion of the rights
offering that the Company launched on June 22, 2006, which
resulted in the sale of approximately 1 million shares of the
Company's common stock at $18 per share through exercised basic
and oversubscription rights.  

The remaining outstanding shares of the Company's Series A
Preferred Stock were redeemed through the issuance of 2.4 million
shares of the Company's voting and 3.2 million shares of its non-
voting common stock to the preferred stockholders, in accordance
with the Company's May 2006 agreement with the preferred
stockholders, reflecting nearly the entire balance of the Rights
Offering, in which 6.67 million shares were sold.  

In accordance with pre-existing agreements, the Company issued
voting common stock to Apollo Investment Fund IV, L.P. and certain
affiliated funds so that their voting power did not exceed a
previously agreed to 29.9% threshold, and issued the remainder in
the form of non-voting common stock.

Immediately following the completion of the Rights Offering and
the Redemption, the Company will have 24.6 million shares of
common stock outstanding and no shares of Series A Preferred Stock
outstanding.

Headquartered in New York, SkyTerra Communications, Inc. (OTCBB:
SKYT) -- http://www.skyterracom.com/-- through its subsidiary,  
MSV Investors, LLC, provides and sells mobile digital voice and
data communications services via satellite in the United States
and Canada.  The Company's services include data
communication and satellite communication services.  

At March 31, 2006, SkyTerra's balance sheet showed a stockholder's
deficit of $51,457,000 compared to a $15,000,000
stockholder's equity at March 31, 2005.


STATION CASINOS: June 30 Balance Sheet Upside-Down by $51 Million
-----------------------------------------------------------------
Station Casinos, Inc., reported net revenues for the second
quarter ended June 30,2006, of approximately $341.8 million, an
increase of 25% compared to prior year's second quarter.

The Company reported EBITDA for the quarter of $134.0 million, an
increase of 13% compared to the prior year's second quarter.

During the second quarter, the Company reported net income of
$26.8 million including pre-opening costs related to projects
under development of $13.6 million, a $100,000 loss on the
disposition of certain assets and $2.5 million in costs to develop
new gaming opportunities, primarily related to Native American
gaming.

The Company reported a $51 million stockholders' deficit for the
second quarter ended June 30, 2006, versus a stockholders' equity
of $630 million for the year ended Dec. 31, 2005.

The Company's earnings from its Green Valley Ranch joint venture
for the second quarter were $11.5 million.  For the quarter, Green
Valley Ranch generated EBITDA before management fees of $26.4
million, an 8% increase compared to the prior year's second
quarter.

"Green Valley Ranch has continued its strong performance this year
despite the significant construction disruption related to the
Phase III expansion of that property, as well as new supply in the
market," Lorenzo J. Fertitta, the Company's vice chairman and
president said.

The Company further reported that long-term debt was at
$3.04 billion as of June 30, 2006, and total capital expenditures
were $215.3 million for the second quarter.  

The Company also disclosed the commencement of the Phase III
master-planned expansion of Red Rock, which will include a 72-lane
bowling center and expansions of both parking garages.  The
estimated cost of this expansion is approximately $60 million to
$65 million.

                           Cash Dividend

The Company's Board of Directors has also declared a quarterly
cash dividend of $0.2875 per share, which represents a 15%
increase over the prior quarterly cash dividend and is payable on
Sept. 1, 2006, to shareholders of record on Aug, 11, 2006.

                         Stock Repurchases

During the second quarter, the Company also purchased
approximately 6.3 million shares of its common stock for
approximately $472.7 million and since the beginning of the year,
has repurchased 10.1 million shares of its common stock through a
combination of open market purchases and an accelerated stock
buyback program.  The total cost of the share repurchases
completed in 2006 to date is approximately $737 million.  

In addition, on July 24, 2006, the Company's Board of Directors
authorized the repurchase of up to an additional 10 million shares
of the Company's common stock.

Station Casinos, Inc. (NYSE:STN) -- http://www.stationcasinos.com/
-- is a provider of gaming and entertainment to the residents of
Las Vegas, Nevada.  Station owns and operates Palace Station Hotel
& Casino, Boulder Station Hotel & Casino, Santa Fe Station Hotel &
Casino, Wildfire Casino and Wild Wild West Gambling Hall & Hotel
in Las Vegas, Nevada, Texas Station Gambling Hall & Hotel and
Fiesta Rancho Casino Hotel in North Las Vegas, Nevada, and Sunset
Station Hotel & Casino, Fiesta Henderson Casino Hotel, Magic Star
Casino and Gold Rush Casino in Henderson, Nevada.  Station also
owns a 50% interest in Green Valley Ranch Station Casino, Barley's
Casino & Brewing Company and The Greens in Henderson, Nevada and a
6.7% interest in the Palms Casino Resort in Las Vegas, Nevada.  In
addition, Station manages Thunder Valley Casino near Sacramento,
California on behalf of the United Auburn Indian Community.

                           *     *     *

As reported in Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services revised its outlook on Station
Casinos Inc. to stable from positive.  At the same time, Standard
& Poor's placed a 'B+' rating on the Company's $300 million senior
subordinated notes due 2018 and affirmed its ratings, including
the 'BB' corporate credit rating.


SYLVEST FARMS: Haskell Slaughter Hired as Panel's Local Counsel
---------------------------------------------------------------
The Hon. Thomas B. Bennett of the U.S. Bankruptcy Court for the
Northern District of Alabama authorized the Official Committee of
Unsecured Creditors appointed in Sylvest Farms, Inc., and its
debtor-affiliates' chapter 11 cases to retain Haskell Slaughter
Young & Rediker, LLC, as its local counsel.

Haskell Slaughter is expected to:

   a) advise the Committee with respect to their powers and
      duties;

   b) attend meetings and negotiate with the Debtor's
      representatives of the Debtor and other parties-in-interest
      concerning matters that might impact the interest of
      creditors;

   c) prepare for the Committee all necessary motions,
      applications, answers, reports, and other pleadings
      necessary in connection with the administration of the
      Debtors' chapter 11 cases;

   d) negotiate and where appropriate prepare a chapter 11 plan of
      reorganization or liquidation, disclosure statement and
      related documents and prosecute, defend or otherwise
      participate in the confirmation process on behalf of the
      Committee;

   e) advise the Committee concerning any sales of assets proposed
      and attend all hearings held in connection with any sales
      from the Debtors' cases;

   f) appear before the Court and other courts or in other
      hearings or meetings to protect the interest of the
      Committee and the creditors; and

   g) perform other legal services required by the Committee.

The firm's professionals bill:

        Professional                   Hourly Rate
        ------------                   -----------
        Thomas E. Reynolds, Esq.          $275
        R. Scott Williams, Esq.           $275
        Meredith Jowers Lees, Esq.        $185
        Latanishia D. Watters, Esq.       $185
        Paralegal Services                 $95

Mr. Williams assures the Court that his firm does not hold or
represent any interest adverse to the Debtor or their estate.

Headquartered in Montgomery, Alabama, Sylvest Farms, Inc. --
http://sylvestcompanies.com/-- produces, processes and markets    
poultry products.  The Debtors employ approximately 1,500 workers.
The Company and two debtor-affiliates filed for chapter 11
protection on April 18, 2006 (Bankr. N.D. Ala. Case No. 06-40525).  
Richard A. Robinson, Esq., and Eric S. Golden, Esq., at Baker &
Hostetler LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated their total assets
and debts at $50 million to $100 million.


TDS INVESTOR: Moody Junks $500 Million Subordinated Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service assigned a first-time corporate family
rating of B2 to TDS Investor Corporation as part of its buyout
from Cendant Corporation.  

At the same time, Moody's assigned B1 ratings to secured
facilities comprised of a $275 million revolving credit facility,
a $125 million synthetic letter of credit facility, and a $2,200
million term loan facility; Moody's also assigned a B3 rating to
Travelport's $900 million senior notes and a Caa1 rating to its
$500 million subordinated notes.   

At the time of the closing of the transaction, $3.6 billion of
debt will be drawn and along with $900 million of sponsor equity
will finance the proposed $4.3 billion buyout of Travelport from
Cendant and related fees and expenses.

These ratings were assigned:

   * Corporate family rating -- B2

   * $275 million revolving credit facility due
     2012 -- B1

   * $125 million synthetic letter of credit facility due
     2013 -- B1

   * $2,200 million term loan facility due 2013 -- B1

   * $900 million senior unsecured notes due 2014 -- B3

   * $500 million subordinated notes due 2016 -- Caa1

   * Speculative Grade Liquidity rating -- SGL-2

The rating outlook is stable.

The B2 corporate family rating reflects:

   (1) the significant leverage Travelport will be taking on as a
       result of the current buyout;

   (2) the potential secular decline of global distribution
       system as travel bookings continue to shift away from
       travel agencies to supplier direct distribution;

   (3) the on-going challenges facing Travelport's international
       B2C business as the company integrates its various
       acquisitions, and

   (4) the limited asset protections afforded by Travelport's
       balance sheet, which is heavily comprised of intangibles.

The rating also reflects:

   (1) the franchise value of Travelport's business portfolio
       including that of GDS which should remain an important
       channel for travel distribution in the medium term;

   (2) the diversity of Travelport's business portfolio, both in
       terms of geography and distribution channels - GDS
       business outside the U.S., which is solid, represents over
       70% of its total GDS business, and profitable online
       businesses which should provide opportunities as online
       traffic grows; and

   (3) the reasonable certainty of its U.S. GDS business provided
       by the recently negotiated 5 - 7 year contracts with all 6
       major U.S. airlines, despite significant pricing declines.

Developments that could cause downward rating pressure include:

    1) a significant acceleration of a shift in booking channels
       towards direct supplier distribution and Travelport's B2C
       business unable to capture growth opportunities to offset
       losses; and

    2) free cash flow growth going forward unable to match
       expectations either because of an inability to extract
       cost savings currently envisioned and underperforming
       the operational forecast.

Conversely, upward rating pressure if there Travelport could:

   1) significantly de-lever,
   
   2) increase FCF as a result of solid performance in non-U.S.
      GDS markets, and

   3) improve its international B2C business performance.

Headquartered in Parsippany, New Jersey, Travelport is one of the
world's largest and most geographically diverse travel companies,
operating 20 leading brands, including Orbitz, an online travel
agency; Galileo, a global distribution system; and GTA, a
wholesaler of global travel content.  For the fiscal year 2005,
it had revenues of $2.4 billion.


TERADYNE INC: Earns $391.6 Million, Launches Stock Repurchase Plan
------------------------------------------------------------------
Teradyne, Inc., earned $82.4 million of net income on
$391.6 million of net sales for the second quarter ended July 2,
2006, compared with a $45.4 million net loss on $266.1 million of
net sales for the period ended July 3, 2005.

"We had an exceptional quarter, seeing very strong demand for our
Semiconductor Test products with short lead times, and steady
growth in our system level test businesses," Mike Bradley,
Teradyne president and chief executive officer, said.  

"Once again, our FLEX System-On-Chip tester led the way with
record orders.  We also had our highest Semiconductor Test
bookings in Japan and Korea, combined with much stronger
subcontract test ordering."

Sales in the third quarter of 2006 are expected to be between $340
million and $370 million.

In addition, Teradyne disclosed that its Board of Directors
authorized a Stock Repurchase Program.  Under the Program, the
company is permitted to spend an aggregate of $400 million to
repurchase shares of its common stock in open market purchases, in
privately negotiated transactions or through other appropriate
means, over the next two years.  Shares are to be repurchased at
the company's discretion, subject to market conditions and other
factors.

Teradyne Inc. (NYSE:TER) -- http://www.teradyne.com/-- is a  
supplier of Automatic Test Equipment used to test complex
electronics used in the consumer electronics, automotive,
computing, telecommunications, and aerospace and defense
industries.  In 2005, Teradyne had sales of $1.08 billion, and
currently employs about 4,000 people worldwide.  Teradyne (R) is a
registered trademark of Teradyne, Inc. in the U.S. and other
countries.  All product names are trademarks of Teradyne, Inc.,
including its subsidiaries or their respective owners.

                           *     *     *

Teradyne's 3.75% Convertible Senior Notes due Oct. 15, 2006, carry
Standard & Poor's B+ rating.


U.S. STEEL: S&P Places BB Corporate Credit Rating on Watch
----------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Pittsburgh, Pennsylvania-
based United States Steel Corp. on CreditWatch with positive
implications.

"The action reflects U.S. Steel's improved business and financial
profile and healthy industry conditions," said Standard & Poor's
credit analyst Marie Shmaruk.  "Through healthy steel prices, U.S.
Steel has been able to improve its capital structure, resulting in
improved credit metrics, while concurrently diversifying its
operations and mix.  The listing also reflects our expectations
for reasonable pricing to continue for the near-to- medium term."

Although the steel industry is cyclical, volatile and subject to
the constant threat of imports, the ongoing consolidation should
result in more price stability.

"Over the long run, we remain concerned about the continued growth
of global steel capacity and its ability to find its way to
domestic markets," Ms. Shmaruk said.  "However, U.S. Steel's
improved profile should enable it to better manage future
downturns."

Standard & Poor's plans to meet with management to discuss its
growth plans, what it will do with its meaningful cash balances,
and its financial policy.


UAL AIR: Moody's Junks Rating on $148 Million Class Certificates
----------------------------------------------------------------
Moody's Investors Service assigned ratings to United Air Lines,
Inc.'s Pass Through Trust Certificates, Series 2000-1, 2000-2 and
2001-1:

Series 2000-1

   * $233,244,336 Class A-1 Certificates: Ba3
   * $324,913,300 Class A-2 Certificates: Ba3
   * $186,368,450 Class B Certificates: B3

Series 2000-2

   * $260,322,870 Class A-1 Certificates: Ba2
   * $684,117,291 Class A-2 Certificates: Ba2
   * $266,663,000 Class B Certificates: B1
   * $148,577,000 Class C Certificates: Caa2

Series 2001-1

   * $204,981,915 Class A-1 Certificates: Ba2
   * $207,139,050 Class A-2 Certificates: Ba2
   * $295,462,107 Class A-3 Certificates: Ba2
   * $150,168,000 Class B Certificates: Ba3
   * $251,885,000 Class C Certificates: B2
   * $137,268,000 Class D Certificates: B3

The rating assignments represent a reestablishment of rating
coverage of these instruments following United's emergence from
bankruptcy and restructuring of the certificates.  The previous
ratings on these certificates were withdrawn in February, 2004 due
to a lack of sufficient information to maintain the ratings during
the bankruptcy process.

During the bankruptcy process United negotiated with certificate
holders and amended the structure, terms and conditions of the
equipment notes supporting certain enhanced equipment trust
certificates.  The modifications made to the equipment notes
included the abandonment of certain aircraft collateralizing the
notes along with changes made to payment obligations and maturity
dates.  Additionally, under the restructured EETC's the liquidity
facilities were terminated, which, in Moody's view makes the new
structures similar to traditional equipment trust certificates and
limits the magnitude of rating enhancement.

Other enhancements were added which the ratings also reflect,
including the cross-collateralization and cross-default terms
associated with United's obligations, as well as terms which
require that United perform certain maintenance obligations in a
timely manner for its aircraft collateralizing the Certificates.   
The equipment notes continue to benefit from a security interest
in the aircraft and it is the opinion of counsel to United that,
with respect to the aircraft owned by United, the indenture
trustee, as the secured party under each aircraft indenture,
continues to be entitled to the benefits under section 1110 of the
U.S. Bankruptcy Code.

With this restructuring, all three transactions experienced a
post-triggering event waterfall, resulting in a sequential pay
structure under which the senior tranches are to be paid in full
before the junior tranches receive any funds.  Accordingly, the
assigned ratings reflect that the junior certificate holders may
not receive ultimate payment of principal and interest in the
event of default.

The aircraft portfolio in Series 2000-1 transaction, with a
weighted average age of approximately 8.4 years, is comprised of
20 aircraft including 6 A320s, 7 B757-200s, 2 B767-200ER, 4 B777-
200, and 1 747-400.  During United's bankruptcy, 2 of the 777s
were returned by United in August 2003 to the trustee. As of
December 2004, these two aircraft were leased to Varig Brasil, a
Brazilian airline, which itself has been operating in bankruptcy.

As a result of Varig's bankruptcy, these two planes are to be
returned to the trustee by the Brazilian bankruptcy court;
however, there is currently no specified time frame in which these
two planes are to be returned.  The uncertainties of the outcome
regarding these two aircraft create more volatility in the future
cash flows for this transaction.  The full repayment of Class B
Certificates depends on the future recovery amount from these two
leased planes which is reflected in the ratings assigned.

As a result of the restructuring of the equipment notes underlying
the Certificates, the expected maturities of the Certificates has
changed.  For the Class A-1 Certificates, the expected maturity
date was changed to 2010 from 2014, reflecting the accelerated
amortization under the sequential pay waterfall.   The Class B
Certificates expected maturities were extended to 2012 from 2011.

The aircraft portfolio collateralizing the Series 2000-2
transaction has a similar weighted average as that of the 2000-1
transaction, and consists of 35 aircraft, including 12 A319-100s,
5 A320-200s, 6 B757-200s, 3 B747-400s and 9 B777-200ERs.  2 B777
aircraft, after being returned by United, were leased to Air India
in May 2005.  The difference in the senior ratings of this
transaction versus the 2000-1 transaction is attributable to lower
LTV ratios.

In addition, the retirement of the Class B Certificates at full
amount does not rely on the cash flow of the leased aircraft
to Air India in this transaction and positions the Class B
Certificates at a relatively faster and more certain amortization
schedule.  The full repayment of Class C Certificates is highly
dependent on the future sale value or the releasing amount of the
two Air India planes upon either lease expiration or default.   
Expected maturity dates were also changed for this transaction in
the restructuring process.  For the Class A-2 Certificates, the
expected maturity date was changed to 2010 from 2011, and the
Class B Certificate expected maturities were extended to 2011 from
2009.

For the Series 2001-1 transaction, there are 29 aircraft that
currently collateralize these certificates comprised of 10 A319, 6
A320, 5 B747, 5 B767 and 3 B777 aircraft.  Moody's notes that
during the bankruptcy process one B777 aircraft was sold, but that
all remaining aircraft remain in operation as part of United's
fleet.  Additionally, the expected maturity dates were changed in
the restructuring process.  For the Class A Certificates, the
expected maturity dates were changed to 2009 from 2013 and from
2008.  The Class B, C and D Certificates expected maturities were
modified to 2010, 2011 and 2012, respectively, from the original
maturities of 2011, 2008
and 2006, respectively.

For all transactions, it is the view of counsel to United that the
new maturity dates for the restructured United equipment notes
supporting the Certificates are now effectively the legal final
distribution dates for the Certificates.  Moody's ratings consider
the value of the collateral as compared to the outstanding loan
amounts.  Any decline in aircraft values occurring faster than the
amortization of related debt could put downward pressure on the
ratings.  Additionally, the ratings assigned to the Certificates
considers the ability of United to make timely payment of interest
and the ultimate payment of principal, under the restructured
terms, at a date no later than the legal final distribution date.

The ratings are also based upon the credit quality of United, as
obligor, the expected future cash flow from the leased aircraft
and the value of the aircraft collateralizing the Certificates.   
Any future changes in the underlying credit quality or ratings
of United and material changes in the value of the underlying
collateral could cause a change in the ratings assigned to the
Certificates.

United Air Lines, Inc., and its parent company, UAL Corporation,
are headquartered in Elk Grove Township, Illinois.


VARTEC TELECOM: UMB Bank Wants $1.8M Claim Paid from Sale Proceeds
------------------------------------------------------------------
UMB Bank, N.A., is seeking to obtain a portion of the proceeds of
the $82.1-million sale of Vartec Telecom, Inc., and its debtor-
affiliates' assets to privately owned ComTel Investment, LLC.

The assets sold include four DMS 500 Voice and Data Communications
equipment, called Switches.  The Debtors' secured lender, Rural
Telephone Finance Cooperative, is holding the proceeds of the
asset sale, including the portion paid for the Switches.  Under
a July 23,2001, Intercreditor Agreement, RFTC conceded that UMB
has a first-priority security interest in the Switches.  As of
June 16, 2006, the Debtors owed UMB these amounts:

   * $1,336,092 principal amount;
   * 10,113 interest; and
   * $40,000 attorneys' fees.  

Lisa A. Epps, Esq., at Spencer Fane Britt & Browne LLP, in Kansas
City, Missouri, tells the U.S. Bankruptcy Court for the Northern
District of Texas that the value of the Switches is over and above
that of UMB's claim.   UMB now wants their claim paid from the
proceeds of the sale of the Switches and wants the Court to
authorize the payment.

Headquartered in Dallas, Texas, Vartec Telecom Inc. --
http://www.vartec.com/-- provides local and long distance service
and is considered a pioneer in promoting 10-10 calling
plans.  The Company and its affiliates filed for chapter 11
protection on November 1, 2004 (Bankr. N.D. Tex. Case No. 04-
81694.  Daniel C. Stewart, Esq., William L. Wallander, Esq.,
and Richard H. London, Esq., at Vinson & Elkins, represent the
Debtors in their restructuring efforts.  J. Michael Sutherland,
Esq., and Stephen A. Goodwin, Esq., at Carrington Coleman Sloman &
Blumenthal, represent the Official Committee of Unsecured
Creditors.  When the Company filed for protection from its
creditors, it listed more than $100 million in assets and debts.


VENETO LLC: Secured Creditor Says Case Was Filed in Bad Faith
-------------------------------------------------------------
Richard Scotti, a secured creditor and holder of a fourth deed
trust, asks the U.S. Bankruptcy Court for the Central District of
California to dismiss the chapter 11 case of Veneto, LLC.

Mr. Scotti tells the Court that the Debtor was in default on the
loan and he was set to foreclose on his deed of trust.  The Debtor
sought to obtain an injunction in the case styled "Veneto, LLC, et
al. v. Richard J. Scotti, et al (Case No. INC 059031).  Mr. Scotti
says that his lien was determined valid and the Debtor's
injunction motion was denied.

Mr. Scotti contends that the case was filed in bad faith because
the bankruptcy filing was done on the eve of a foreclosure sale on
the Debtor's property at 70600 Country Club Drive in Rancho
Mirage, California.  Mr. Scotti relates that the Debtor had
previously tried to enjoin the sale in state court but failed.

Mr. Scotti discloses that the Debtor's petition was signed by
James R. Snedaker, claiming to be the Debtor's manager.  Mr.
Scotti however reveals that he was informed by Kevin Smith,
president of Canyon Capital Marketing, Inc., and Mr. Smith's
counsel, Thomas Nelson, Esq., that Mr. Snedaker had previously
sold his 100% interest in the Debtor to Canyon Capital.  Thus, Mr.
Snedaker has no interest in the property or the Debtor.

Mr. Scotti concludes that the case should be dismissed as it was
filed in bad faith and Mr. Snedaker lacked authority to file the
chapter 11 petition.

Mr. Smith is represented by Robert P. Goe, Esq., at Goe &
Forsythe, LLP.

Rancho Mirage, California-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.


VJCS ACQUISITIONS: Moody's Junks Rating on $55 Million Sr. Loans
----------------------------------------------------------------
Moody's Investors Service assigned a B2 corporate family
rating to VJCS Acquisition, Inc., a B2 rating to the company's
$190 million senior secured bank credit facilities, and a Caa1
rating to its $55 million senior subordinated loans.  Proceeds
from the transactions were used to effect the recently completed
acquisition of Vi-Jon Laboratories and Cumberland Swan Holdings,
two leading private label manufacturers of personal care products
by a group of investors including management, John G. Brunner and
Berkshire Partners. VJCS is a direct subsidiary of VJCS Holdings,
Inc.

The ratings reflect VJCS' participation in highly competitive
product categories with a limited brand portfolio, which results
in relatively low profit margins and significant exposure
of sales and earnings to the actions of its large branded
competitors, smaller private label companies, and its concentrated
retail customers.  Further, the ratings recognize the relatively
modest free cash flow expectations for the initial years after the
transaction, given heightened spending to effect the integration
of the two businesses.  Although the integration plan and related
cost savings are reasonable, Moody's notes with caution that cost
savings may be needed to offset competitive or cost pressures, and
that VJCS may incur greater-than-expected integration spending
levels or adverse customer reactions to its larger market
positions.

However, the ratings and stable outlook are supported by the
sensible rationale of the proposed business combination, which
brings together two companies with leading private label market
positions, diverse product portfolios, long-term relationships
with growing retailers, strong operational and systems
capabilities, and a highly experienced management team.   
As such, VJCS is well-positioned to capitalize on long-term trends
for above-average growth of private label personal care products,
especially given the attractive economics for retailers, the
improving quality of products, and strengthening consumer
acceptance.  Notwithstanding the above-mentioned challenges,
Moody's expects VJCS to maintain positive free cash flow, adequate
liquidity, and appropriate credit metrics for its rating category
over the near-to-medium term.

These ratings were assigned:

   * Corporate family rating, B2;

   * $30 million senior secured revolving credit facility due
     2012, B2;

   * $160 million senior secured term loan B due 2013, B2;

   * $55 million senior subordinated loans due 2013, Caa1.

Although Moody's ratings incorporate the potential for sales,
earnings, and cash flow challenges during FY06, given potential
market and integration-related pressures, the failure to maintain
leverage below 6 times, positive free cash flow, and access to
borrowing lines would likely prompt negative rating actions.   
Similarly, Moody's would consider positive rating actions with the
successful integration of the two companies and maintenance of
strong sales and market share trends, such that leverage trends
towards 4 times and free cash flow approaches the high single
digits as a percentage of debt.

The B2 rating on VJCS' senior secured credit facilities reflects
their priority position in the capital structure, as supported by
parent and domestic subsidiary guarantees, and by an all assets
and capital stock pledge from the company and its guarantors.
Notching above the corporate family rating is restrained by the
significant size of the facilities in the capital structure, and
by the limited values offered by tangible asset and brands to
cover debt in a distressed scenario.  The credit agreement
requires quarterly term loan amortization at a rate of 1% per
annum, and an annual excess cash flow sweep of 50%.  The Caa1
rating of the senior subordinated loans reflects the large amount
of higher priority debt in the pro forma capital structure and the
uncertainity of a full recovery for these securities in a
distressed scenario.

VJCS, with headquarters in St. Louis, Missouri, is a leading
manufacturer of store brand personal care products in the United
States.


WERNER LADDER: Gets Final Court Approval for $99MM DIP Financing
----------------------------------------------------------------
The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware granted final approval for the $99 million
debtor-in-possession financing for Werner Holding Co. (DE), Inc.,
aka Werner Ladder Company, and its debtor-affiliates provided by
Black Diamond Commercial Finance.  This financing provides Werner
with additional liquidity and is now available to help satisfy
obligations associated with conducting the Company's business,
including payments to suppliers under normal terms for goods and
services provided after the Chapter 11 filing.

"Judge Carey's approval of our DIP financing is another important
milestone in our reorganization process," Steven P. Richman,
Werner's President and Chief Executive Officer, said.  "This
financing will help ensure that we have sufficient financial
resources and flexibility to complete the operational
restructuring already underway.  We continue to make progress in
implementing our long-term strategy to become the low-cost
producer of ladders and other climbing products and leverage the
Werner brand to drive future growth."

On June 12, 2006, Werner and several of its affiliated companies
filed to reorganize under Chapter 11 of the United States
Bankruptcy Code.  Since then, the Company has continued to operate
in the normal course of business, including payment of wages and
benefits to employees and independent sales representatives
without interruption, timely fulfillment of customer orders and
efficient customer service, and payment to suppliers for goods and
services provided after the filing.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  Kara Hammond
Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S. Brady, Esq.,
Young, Conaway, Stargatt & Taylor, LLP, serves as the Debtors'
counsel.  The firm of Willkie Farr & Gallagher LLP represents the
Debtors as its co-counsel.  The Debtors have retained Rothschild
Inc. as their financial advisor and investment banker.  At March
31, 2006, the Debtors reported total assets of $201,042,000 and
total debts of $473,447,000.


WINN-DIXIE: Wants to Enter Into Liberty Surety Bonds Agreement
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to allow them
to enter into a surety credit facility with Liberty Mutual
Insurance Company pursuant to Sections 105(a) and 363 of the
Bankruptcy Code.

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in
New York, relates that the Debtors must have a surety post, bonds
or other forms of security to comply with workers' compensation
insurance, governmental licensing, tax and other regulations and
to maintain or establish water, waste, telephone and electric
utility accounts.

Before the Debtors filed for bankruptcy, Liberty provided them
with a surety facility.  Under a General Agreement of Indemnity
dated Jan. 23, 2003, Liberty posted numerous bonds under which the
Debtors agreed to reimburse Liberty for any loss, damage or
expense incurred by reason of any bonds issued on the Debtors'
behalf.

As of Feb. 21, 2005, bonds aggregating $41,000,000 remained
outstanding.  Through Court-approved transactions and
settlements, the aggregate amount of the bonds has been reduced
to around $35,000,000, Mr. Baker relates.

The Debtors' reimbursement obligation to Liberty is backed by a
letter of credit for $19,999,793 issued by Wachovia Bank, N.A.  
Liberty filed proofs of claim against the Debtors, alleging
contingent fees of up to $41,000,000, plus attorneys' fees and
expenses.

Earlier in the Chapter 11 cases, the Debtors were unable to reach
an agreement with Liberty on the posting of new surety bonds on
terms favorable to the Debtors.  The Debtors therefore sought and
obtained the Court's consent to enter into a general surety
indemnity agreement with RLI Insurance Company, following the
unsuccessful negotiations with Liberty.

However, Liberty resumed negotiations with the Debtors and the
parties have reached an agreement that justifies the Debtors'
entry into the Surety Credit Facility with Liberty despite the
previous agreement with RLI, Mr. Baker says.

The principal terms of the Surety Credit Facility are:

   (1) Liberty will provide the Debtors with up to $50,000,000 in
       surety credit for 18 months from the date of the closing
       of the Facility;

   (2) All outstanding surety bonds as of July 21, 2006, that were
       issued by Liberty will remain in full force and effect for
       the duration of the Facility;

   (3) Premium will be charged on all bonds at the net rate of
       $15.30 per $1,000 of bond penal sum, with a minimum
       premium of $100 for issuance of any single bond;

   (4) Upon closing of the Facility, the Debtors will pay Liberty
       a $630,000 facility fee in exchange for Liberty's waiver
       of any claims for reimbursement of professional fees and
       expenses through June 30, 2006, and withdrawal of all
       proofs of claim previously filed with the Court;

   (5) The Debtors will reimburse Liberty for attorneys' fees and
       expenses incurred after June 30, 2006, in connection with
       their Chapter 11 proceeding, the bonds and the Facility;

   (6) All bonds issued by Liberty after closing will be
       consistent with the type of the outstanding surety bonds;

   (7) Liberty will consider applications of bond issuance on a
       case-to-case basis, requiring special terms and
       conditions for certain types of bonds;

   (8) Liberty will continue to hold the Letter of Credit as
       collateral for all bonded and indemnity obligations owed
       by the Debtors; and

   (9) The Debtors will assume the liabilities and obligations
       under the Liberty General Agreement of Indemnity, which
       bulk of liabilities are associated with nearly $27,000,000
       of bonds backing the Debtors' workers' compensation
       obligations.

Liberty and the Debtors continue to negotiate the definitive
documentation that will govern the Surety Credit Facility.  They
agree that the documentation will contain indemnity provisions in
favor of Liberty.  

As of July 21, 2006, 64 bonds of various types aggregating
$33,871,688 remain outstanding.  The Debtors have applied for six
miscellaneous bonds, aggregating $6,320,000, which Liberty has
agreed to issue immediately after the closing of the transaction.  

The aggregate amount of surety credit available under the
Facility is reduced by the existing bonds and the miscellaneous
bonds, with the difference between the total amount of the
existing bonds and miscellaneous bonds and the $50,000,000
maximum amount remaining available for the issuance of new bonds
or increases in the penal sums of the existing bonds.

Mr. Baker relates that the Surety Credit Facility is superior to
RLI's facility because:

   -- it has a significantly higher credit limit;

   -- Liberty has committed to issue the bonds on the Debtors'
      behalf immediately after the closing of the transaction,
      while RLI is under no obligation to issue any bonds; and

   -- Liberty's collateral requirements and premium rates are
      lower and provide the Debtors increased operational
      flexibility.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Court Says Sedgwick Has No Liability to Claimants
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates obtained a
default judgment against Carol Schweitzer, Rita Ferguson, and
Elizabeth Whitbeck and her attorneys, Dell & Schaefer P.A., for
filing to timely file responses to the adversary proceedings
commenced by the Debtors.

Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida holds that Sedgwick Claims Management Services, Inc., the
Debtors' claims agent, has no liability to the Claimants as to the
actions they commenced against Sedgwick.

As reported in the Troubled Company Reporter on April 27, 2006, in
its capacity as the Debtors' claims agent, Sedgwick negotiated
prepetition settlements of claim against the Debtors asserted by:

    -- Rita Ferguson,
    -- Elizabeth Whitbeck,
    -- Ann Wiggins and Ralph Wiggins, and
    -- Carol Schweitzer.

In connection with the settlement, Sedgwick issued prepetition
checks from the Settlement Account.  Sedgwick's representative
capacity on behalf of the Debtors was stated on the Check.

As a result of the Debtors' bankruptcy, the checks issued in
settlement of prepetition claims were dishonored, including
checks issued to the four claimants.  Thus, the claimants filed
actions against Sedgwick and the Debtors defended the claims agent
in the lawsuits.

The Claimants, by reasons of the prepetition settlements with the
Debtors, will have allowed claims in the Debtors' cases:

     Claimant               Claim No.           Amount
     --------               ---------           ------
     Carol Schweitzer            243           $85,000
     Rita Ferguson              5158            35,000
     Elizabeth Whitbeck         2012           100,000

The Debtors agree to dismiss Adversary Proceeding No. 06-00126
against Ann Wiggins, Ralph Wiggins, Blake R. Maislin, and
Sedgwick.

                    Ferguson Settlement Reached

According to George C. Douglas, Jr., counsel for Ms. Ferguson,
the summons served to his client was not mailed until March 27,
2006, which was the date inadvertently calendared as the due date
for responses.

Ms. Ferguson and the Debtors are actively litigating a duplicate
adversary proceeding the Debtors filed before the Northern
District of Alabama on March 16, 2006 -- a day before the Debtors
filed their complaint in the Middle District of Florida,
Mr. Douglas notes.

Ms. Ferguson's participation in the other adversary case shows
that she has not defaulted in responding to the issues, and her
default should be set aside as excusable mistake especially since
the Debtors did not apprise the Court that there was another
proceeding in another court, Mr. Douglas asserts.

Mr. Douglas adds that the doctrine of collateral estoppel and the
"first filed" rule prohibit the Debtors from maintaining a
duplicative proceeding in the Middle District of Florida.

After settlement negotiations, the Debtors agree to ask the Court
to vacate the default judgment against Ms. Ferguson.  The parties
agree to seek the dismissal of the Adversary Proceeding with
prejudice.

                  Schweitzer Wants Order Vacated

Joseph M. Lyon, Lopez, Hodes, Restaino, Milman & Skikos, in
Cincinnati, Ohio, informs the Court that Ms. Schweitzer did not
timely receive notice of the summons or the adversary proceeding.  

Ms. Schweitzer says she was first notified of the adversary
proceeding and default judgment on May 26, 2006, when Sedgwick
served her with a supplemental memorandum related to the pending
motions for summary judgment in a separate proceeding before the
United States District Court for the Southern District of Ohio,
Western Division.

The Debtors have no evidence to confirm that Ms. Schweitzer
received proper notice and her own testimony has rebutted the
presumption of service, Mr. Lyon contends.

The Debtors' unreliable method of service and choice not to issue
service upon her counsel resulted in Ms. Schweitzer not answering
the adversary complaint, Mr. Lyon adds.

Mr. Lyon further asserts that Ms. Schweitzer has meritorious
defenses to the issues raised in the adversary proceeding:

   (i) Ms. Schweitzer's lawsuit against Sedgwick before the Ohio
       Court will not affect the Debtors' estates, therefore, the
       Bankruptcy Court does not have subject matter
       jurisdiction; and

  (ii) The Bankruptcy Court may permissively abstain from
       accepting jurisdiction because the case in the Ohio Court
       is far advanced and the case is centered on state law
       issues.

Accordingly, Ms. Schweitzer asked Judge Funk to vacate the
default judgment due to improper notice and service of process,
and abstain from accepting jurisdiction of the Adversary
Complaint.

A status conference will be held on Aug. 8, 2006, to allow the
parties to discuss the possibilities for a prompt settlement of
the case.

               Whitbeck Seeks Dismissal of Complaint

Rehan N. Khawaja, Esq., in Jacksonville, Florida, contends that
the Court should dismiss the complaint due to the Debtors'
failure to state a claim.  He notes that Ms. Whitbeck and Dell
have sued Sedgwick on a matter totally unrelated to the Debtors'
bankruptcy case.  The "bad check" claim, which is the substance
of the lawsuit, is only between the plaintiffs and Sedgwick,
which is a separate entity from Winn Dixie Stores, Inc.

Accordingly, Ms. Whitbeck and Dell ask Judge Funk to dismiss the
Debtors' complaint.

Representing the Debtors, Leanne McKnight Prendergast, Esq., at
Smith Hulsey & Busey, in Jacksonville, Florida, asserts that the
Motion to Dismiss should be denied as moot since the Bankruptcy
Court has already entered a final judgment in the proceeding.

Ms. Whitbeck and Dell's request to vacate the default judgment
should also be denied since they cannot use excusable neglect to
justify their failure to timely file a response to the adversary
proceeding, Ms. Prendergast contends.

A status conference will be held on Aug. 8, 2006, to allow the
parties to settle the case.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WOODCREST LLC: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Woodcrest LLC
        953 East Monroe Road
        St. Louis, MI 48880

Bankruptcy Case No.: 06-21217

Chapter 11 Petition Date: July 28, 2006

Court: Eastern District of Michigan (Bay City)

Judge: Daniel S. Opperman

Debtor's Counsel: Donald C. Darnell, Esq.
                  Darnell & Lulgjuraj, P.C.
                  311 Weiser Way
                  Chelsea Clocktower Courtyard
                  Chelsea, MI 48118
                  Tel: (734) 433-0816
                  Fax: (734) 433-0817

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Ms. Ann L. Andrews, Esq.         Legal Services        $166,390
Honigman Miller Schwartz and
Cohn LLP
222 North Washington Square
Suite 400
Lansing, MI 48933-1800

Lee Wilson dba                   Real Property         $150,000
D&G Underground Construction
3825 Wellman Line
Yale, MI 48907

Michigan Pipe and                Real Property         $120,817
Valve-Flint, Inc.
5701 Weservelt
Saginaw, MI 48604

Northern Concrete Pipe           Real Property          $88,278
401 Kelton Street
Bay City, MI 48706

Kohn Financial                   Expert Witness in      $11,112
2939 South Rochester Road        Litigation
Suite 239
Rochester, MI 48307

Wonsey Tree Service              Tree Services           $7,454

Mr. Marc A. Goldman, Esq.        Legal Services          $7,125

Powell's Plumbing and Supply     Plumbing Services       $5,619

Capital Consultants              Expert Witness in       $4,264
                                 Litigation

Home Depot                       Revolving Credit          $400

Wells Fargo                      Revolving Credit          $150

Franklin Bank                    Revolving Credit          $150

Dell Computer                    Leased Computers           $38


* BOND PRICING: For the week of July 24 - July 28, 2006
-------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    60
Adelphia Comm.                        7.875%  05/01/09    58
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    58
Adelphia Comm.                        9.250%  10/01/02    58
Adelphia Comm.                        9.375%  11/15/09    59
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    58
Adelphia Comm.                        9.875%  03/01/07    58
Adelphia Comm.                       10.250%  06/15/11    60
Adelphia Comm.                       10.250%  11/01/06    57
Adelphia Comm.                       10.500%  07/15/04    58
Adelphia Comm.                       10.875%  10/01/10    57
AHI-DFLT07/05                         8.625%  10/01/07    73
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    45
Amer & Forgn Pwr                      5.000%  03/01/30    67
Amer Plumbing                        11.625%  10/15/08    18
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    60
Anvil Knitwear                       10.875%  03/15/07    57
Armstrong World                       6.350%  08/15/03    69
Armstrong World                       6.500%  08/15/05    70
Armstrong World                       7.450%  05/15/29    71
Armstrong World                       9.000%  06/15/04    70
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     0
ATA Holdings                         12.125%  06/15/10     2
Autocam Corp.                        10.875%  06/15/14    59
Banctec Inc                           7.500%  06/01/08    74
Bank New England                      8.750%  04/01/99     6
Bank New England                      9.500%  02/15/96    10
Big V Supermarkets                   11.000%  02/15/04     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    54
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    68
Charter Comm Hld                     11.125%  01/15/11    72
CIH                                   9.920%  04/01/14    63
CIH                                  10.000%  05/15/14    64
CIH                                  11.125%  01/15/14    65
Collins & Aikman                     10.750%  12/31/11    23
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.050%  12/01/27    73
Columbia/HCA                          7.500%  11/15/95    72
Comcast Corp                          2.000%  10/15/29    38
CPNL-Dflt12/05                        4.000%  12/26/06    25
CPNL-Dflt12/05                        4.750%  11/15/23    48
CPNL-Dflt12/05                        4.750%  11/15/23    49
CPNL-Dflt12/05                        6.000%  09/30/14    38
CPNL-Dflt12/05                        7.625%  04/15/06    71
CPNL-Dflt12/05                        7.750%  04/15/09    74
CPNL-Dflt12/05                        7.750%  06/01/15    38
CPNL-Dflt12/05                        7.875%  04/01/08    73
CPNL-Dflt12/05                        8.500%  02/15/11    50
CPNL-Dflt12/05                        8.625%  08/15/10    50
CPNL-Dflt12/05                        8.750%  07/15/07    73
CPNL-Dflt12/05                       10.500%  05/15/06    71
Cray Research                         6.125%  02/01/11    11
Curagen Corp                          4.000%  02/15/11    74
Dal-Dflt09/05                         9.000%  05/15/16    24
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    56
Delco Remy Intl                      11.000%  05/01/09    62
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    26
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    26
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    26
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    27
Delta Air Lines                       8.540%  01/02/07    73
Delta Air Lines                       8.950%  01/12/12    66
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    26
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.750%  05/15/21    26
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  08/15/08    26
Delta Air Lines                      10.060%  01/02/16    70
Delta Air Lines                      10.125%  05/15/10    26
Delta Air Lines                      10.375%  02/01/11    27
Delta Air Lines                      10.375%  12/15/22    27
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    65
Dov Pharmaceutic                      2.500%  01/15/25    52
Dura Operating                        9.000%  05/01/09    50
Dura Operating                        9.000%  05/01/09    51
Eagle-Picher Inc                      9.750%  09/01/13    72
Encysive Pharmac                      2.500%  03/15/12    72
Epix Medical Inc.                     3.000%  06/15/24    68
Federal-Mogul Co.                     7.375%  01/15/06    59
Federal-Mogul Co.                     7.500%  01/15/09    59
Federal-Mogul Co.                     8.160%  03/06/03    54
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.370%  11/15/01    58
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.500%  08/01/18    72
Ford Motor Co                         6.625%  02/15/28    71
Ford Motor Co                         7.125%  11/15/25    71
Ford Motor Co                         7.400%  11/01/46    70
Ford Motor Co                         7.500%  08/01/26    72
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    71
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       5.750%  02/20/14    74
Ford Motor Cred                       6.000%  11/20/14    75
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.100%  02/20/15    75
Ford Motor Cred                       6.150%  01/20/15    75
Ford Motor Cred                       6.150%  12/22/14    72
Ford Motor Cred                       6.250%  03/20/15    74
Ford Motor Cred                       6.300%  05/20/14    75
Ford Motor Cred                       7.500%  08/20/32    72
Gateway Inc.                          2.000%  12/31/11    71
GB Property Fndg                     11.000%  09/29/05    62
GMAC                                  6.150%  10/15/19    74
Graftech Intl                         1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    73
HNG Internorth                        9.625%  03/15/06    33
Home Prod Intl                        9.625%  05/15/08    64
Imperial Credit                       9.875%  01/15/07     0
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    29
Iridium LLC/CAP                      11.250%  07/15/05    28
Iridium LLC/CAP                      13.000%  07/15/05    28
Iridium LLC/CAP                      14.000%  07/15/05    28
Isolagen Inc.                         3.500%  11/01/24    75
Kaiser Aluminum                       9.875%  02/15/02    49
Kaiser Aluminum                      10.875%  10/15/06    58
Kaiser Aluminum                      12.750%  02/01/03    14
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Liberty Media                         3.250%  03/15/31    74
Liberty Media                         3.750%  02/15/30    58
Liberty Media                         4.000%  11/15/29    64
Lifecare Holding                      9.250%  08/15/13    74
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    65
Merrill Lynch                        10.000%  08/15/12    72
Missouri Pac RR                       5.000%  01/01/45    73
MSX Int'l Inc.                       11.375%  01/15/08    67
Muzak LLC                             9.875%  03/15/09    54
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    54
Northern Pacific RY                   3.000%  01/01/47    54
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.248%  01/02/12    14
Northwest Airlines                    7.625%  11/15/23    48
Northwest Airlines                    7.875%  03/15/08    50
Northwest Airlines                    8.700%  03/15/07    50
Northwest Airlines                    8.875%  06/01/06    50
Northwest Airlines                    9.875%  03/15/07    52
Northwest Airlines                   10.000%  02/01/09    50
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    70
Nutritional Src                      10.125%  08/01/09    60
Oscient Pharm                         3.500%  04/15/11    65
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     9
Overstock.com                         3.750%  12/01/11    73
Owens-Corning                         7.000%  03/15/09    71
Owens-Corning                         7.500%  05/01/05    73
Owens-Corning                         7.500%  08/01/18    69
Owens-Corning                         7.700%  05/01/08    73
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Pixelworks Inc.                       1.750%  05/15/24    71
Pliant Corp                          13.000%  06/01/10    43
Pliant Corp                          13.000%  06/01/10    45
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    48
Primus Telecom                        8.000%  01/15/14    65
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    36
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
Refco Finance                         9.000%  08/01/12    73
RJ Tower Corp.                       12.000%  06/01/13    58
Salton Inc                           12.250%  04/15/08    73
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    70
Tenet Healthcare                      6.875%  11/15/31    74
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    71
Tribune Co                            2.000%  05/15/29    66
Triton Pcs Inc.                       8.750%  11/15/11    73
Triton Pcs Inc.                       9.375%  02/01/11    73
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    53
United Air Lines                      7.870%  01/30/19    57
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          11.200%  03/19/05     0
US Leasing Intl                       6.000%  09/06/11    75
Venture Holdings                      9.500%  07/01/05     1
Vesta Insurance Group                 8.750%  07/15/25    34
Werner Holdings                      10.000%  11/15/07    28
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winsloew Furniture                   12.750%  08/15/07    26
World Access Inc.                    13.250%  01/15/08     4
Xerox Corp.                           0.570%  04/21/18    34
Ziff Davis Media                     12.000%  07/15/10    40

                             *********

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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