TCR_Public/060807.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, August 7, 2006, Vol. 10, No. 186

                             Headlines

ABB LUMMUS: District Court Affirms Plan Confirmation Order
ABB LUMMUS: Names 3 Members to Asbestos PI Trust Advisory Panel
AES IRONWOOD: Improved Credit Quality Cues Moody's to Lift Rating
AES RED: Moody's Upgrades Senior Secured Bonds' Rating to B1
AK STEEL: Earns $29.1 Million in the Second Quarter of 2006

ALASKA AIR: Earns $55.5 Million in Second Quarter of 2006
AOL LLC: Plans to Lay Off One-Quarter of Workforce to Save $1 Bil.
BECKMAN COULTER: Earns $44.6 Million in the Second Quarter of 2006
BERRY-HILL GALLERIES: Wants Until Dec. 6 to File Chapter 11 Plan
BERRY PLASTICS: Moody's Rates $750 Million Sr. Sec. Notes at B2

BOYD GAMING: Earns $10.2 Million in Second Quarter Ended June 30
BUFFALO COAL: Selling Coal Reserves to ICG for $5 Million
BUFFALO COAL: Panel Fights CDS Family Trust's Foreclosure Request
BUFFALO MOLDED: Trial Required to Resolve Omega Preference Action
CA INC: Moody's Hold Rating on Senior Unsecured Notes at Ba1

CA INC: 10-K Filing Cues S&P to Affirm BB Corporate Credit Rating
CATHOLIC CHURCH: FCR Wants Future Claims Allowed for $30 Million
CATHOLIC CHURCH: Proposed Orders on Claims Estimation Process OK'd
CENTURY ALUMINUM: Moody's Lifts Rating on $250 Mil. Notes to Ba3
CHARLES RIVER: Amends Credit Agreement with Lenders and JPMorgan

CHOCTAW RESORT: Moody's Lifts Senior Unsec. Notes' Rating to Ba3
CITIZENS COMMUNICATIONS: Sells ELI to Integra for $247 Million
CNA FINANCIAL: Agrees to Sell 7 Million Shares in Public Offering
CNET NETWORKS: Revenue Increases 14% to $92MM in Second Quarter
CNH GLOBAL: Reports Second Quarter Net Income of $147 Million

COMMSCOPE INC: Earns $46.6 Million in Second Quarter of 2006
COMPLETE RETREATS: Paying $400,000 of Potential Lenders' Expenses
COMPLETE RETREATS: Court Fixes November 27 as Claims Bar Date
COOPER TIRE & RUBBER: Board Names Byron Pond as Interim CEO
COOPER TIRE: Pre-Tax Losses Prompt Moody's to Downgrade Ratings

COTT CORPORATION: Forms Two Business Units Under New Structure
DAVITA INC: Earns $64.3 Million in Quarter Ended June 30
DEAN FOODS: Earns $171.3 Million for the Second Quarter of 2006
DELTA AIR: Wants Court Okay on Fee Committee & Procedures Protocol
DELTA AIR: Gets Court Nod to Amend and Assume Discover Agreement

DEVELOPERS DIVERSIFIED: Earns $64.9 Million in Second Quarter
EASTMAN KODAK: Weak Profitability Prompts S&P's Negative Watch
EDGEWATER MEDICAL: Wins $13 Mil. Judgment Against Mgmt. Companies
ENDURANCE SPECIALTY: Buys $235MM of Reinsurance from Shackleton
ENERGAS RESOURCES: Makes Final Payments to Double G Energy

FALCON AIR: Chapter 11 Trustee hires Katz Barron as Counsel
FALCON AIR: U.S. Trustee Reconstitutes Official Creditors Panel
FIDELITY NATIONAL: Earns $1.02 Billion in Second Quarter of 2006
FLEXTRONICS INT'L: Reports $4.1BB Net Sales for 1st Quarter 2006
FOSS MANUFACTURING: Saves 400 American Jobs, Offers 200 Positions

FOSTER WHEELER: S&P Rates Proposed $350 Million Facilities at BB-
GENERAL CABLE: Earns $41.5 Million in Second Qtr. Ended June 30
GERDAU AMERISTEEL: USW and Manitoba Metals Ratify Labor Pact
GLIMCHER REALTY: Incurs $43 Million Net Loss in Second Quarter
GREENPARK GROUP: Wants Irell & Manella as Bankruptcy Counsel

GREENPARK GROUP: Files Schedules of Assets and Liabilities
GS AUTO: S&P Assigns BB Rating to Class D Asset-Backed Note
HVHC INC: Completes Merger with ECCA Holdings
IGIA INC: May 31 Balance Sheet Upside-Down by $14.6 Million
INDUSTRIAL DEVELOPMENT: S&P Lowers $27 Million Bonds' Rating to BB

INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down By $992,092
IPC ACQUISITION: Silver Lake Merger Spurs S&P's Negative Watch
ISLE OF CAPRI: Completes $240 Mil. Sale of Properties to Legends
KAISER ALUMINUM: Court Approves $77.7MM Accord with CNA Insurers
KL INDUSTRIES: Files Schedules of Assets and Liabilities

LAZARD LTD: June 30 Balance Sheet Upside-Down By $745 Million
LEVEL 3 COMMS: Posts $201 Million Net Loss in 2nd Quarter 2006
LONE STAR: Earns $32.2 Million in Second Quarter of 2006
MARSH SUPERMARKETS: May Not Pursue Any Cardinal/Drawbridge Offer
MAVERICK OIL: Board Appoints James Watt as Chairman and CEO

MERITAGE HOMES: Discloses Second Quarter Financial Results
MOTHERS WORK: Earns $8.8 Million in Third Quarter of Fiscal 2006
MSGI SECURITY: Balks at Reporter's Insinuations of Nondisclosure
MUSICLAND HOLDING: Wants to Walk Away from 30 Contracts & Leases
NATIONAL ENERGY: Lehman Says Fees Must Be Paid Despite Bankruptcy

NAVISTAR INT'L: Gets Approval to Amend $1.5 Billion Senior Loan
NEIMAN MARCUS: Seeks Consents from Holders of 7.124% Debentures
NORTEL NETWORKS: Declares Dividends for Class A Pref. Shares
NOVELIS INC: Obtains $2.855 Bil. Financing Pledge from Citigroup
NVIDIA CORP: Strong Performance Prompts S&P to Raise Rating to BB-

O'SULLIVAN INDUSTRIES: Incurs $5.8 Mil. Net Loss in Third Quarter
OMI TRUST: S&P Puts Two Transaction Classes' Ratings on Default
PULL'R HOLDINGS: Has Interim Access to $300,000 Loan From Merrill
PULL'R HOLDINGS: Exclusive Plan-Filing Period Stretched to Dec. 22
QWEST CORP: Moody's Rates Proposed $500 Million Notes at (P)Ba3

REFCO INC: Chapter 7 Trustee Can Reimburse $749,579 to Refco Group
REFCO INC: Refco Capital Trustee Hires Skadden as Special Counsel
REICHHOLD INDUSTRIES: S&P Rates $195MM Sr. Unsecured Notes at BB-
RIEFLER CONCRETE: Hires Jager Smith as Bankruptcy Counsel
RIEFLER CONCRETE: U.S. Trustee Appoints Six-Member Creditors Panel

RIEFLER CONCRETE: Committee Hires Goldstein Bulan as Counsel
SILICON GRAPHICS: Will Pay Up to $1.6MM Prepetition Custom Duties
SILICON GRAPHICS: Rosen Slome Hired as Panel's Conflicts Counsel
TANGER FACTORY: Earns $4.9 Million in Second Quarter Ended June 30
TEMBEC INC: Incurs $6.6 Million Net Loss in Fiscal Third Quarter

TIER TECHNOLOGIES: Nasdaq Listing Council Affirms Delisting
TRANSAMERICA REAL: Case Summary & Largest Unsecured Creditor
TRANSWITCH CORP: Posts $1.3 Mil. Net Loss in 2006 Second Quarter
TUESDAY MORNING: Earns $2.9 Mil. in Second Quarter Ended June 30
US INVESTIGATIONS: Moody Holds $603MM Senior Loan's Rating at B2

WASTE SERVICES: Posts $11.1 Million Net loss for 2nd Quarter 2006
WINN-DIXIE STORES: Florida Court Approves Disclosure Statement
WINN-DIXIE: Changes Under Amended Joint Plan of Reorganization

* Fried Frank Names Alter, Arnott, and Beaudreau as Partners
* Hellman & Friedman Gains Majority Stake in AlixPartners

* BOND PRICING: For the week of July 31 - August 4, 2006

                             *********

ABB LUMMUS: District Court Affirms Plan Confirmation Order
----------------------------------------------------------
The Honorable Sue L. Robinson of the U.S. District Court for the
District of Delaware has affirmed the U.S. Bankruptcy Court for
the District of Delaware's order confirming ABB Lummus Global
Inc.'s Plan of Reorganization.

The District Court's affirmation includes, but is not limited to,
the Lummus Asbestos PI Channeling Injunction found in Paragraph
7.14 of the Plan and the Asbestos Insurance Entity Injunction
found in Paragraph 7.3 of the Plan.

U.S. bankruptcy laws allow ABB to transfer asbestos-related injury
claims away from its balance sheet and into trusts set up in the
Chapter 11 process.  The Lummus Plan of Reorganization is aimed at
satisfying current and future claims relating to asbestos.  The
plan was approved by 96% of claimants in September 2005.

                The Debtor's Prepackaged Plan

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

    * the Debtor;

    * its indirect parent, ABB Ltd.;

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

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

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

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

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

                    Overview of the Plan

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

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

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

                       Terms of the Plan

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

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

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

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

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

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

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


ABB LUMMUS: Names 3 Members to Asbestos PI Trust Advisory Panel
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware has approved the nomination of
Russell Budd, Esq., Perry Weitz, Esq., and Steven Kazan, Esq., as
initial members of ABB Lummus Global Inc.'s Asbestos PI Trust,
Trust Advisory Committee.

Pursuant to the Debtor's Plan of Reorganization, the Lummus
Asbestos PI Trust will assume all Lummus Asbestos PI Trust Claims.
On the effective date of the Plan, the Lummus Asbestos PI Trust
will be empowered to initiate, prosecute, defend and resole all
legal actions and other proceedings related to any assets,
liabilities or responsibilities of the Lummus Asbestos PI Trust.  
The Trust Advisory Committee will work with the Trustee in
administering the Lummus Asbestos PI Trust.

The Trust Advisory Committee members can be reached at:

     Russell W. Budd, Esq.
     Baron & Budd, P.C.
     3102 Oak Lawn Avenue
     Suite 1100
     Dallas, TX 75219

     Perry Weitz, Esq.
     Weitz & Luxenburg PC
     180 Maiden Lane
     New York, NY 10038

     Steven Kazan, Esq.
     Kazan, McClain, Abrams
     Fernandez, Lyons, Farrise & Greenwood
     171 Twelfth Street, Suite 300
     Oakland, CA 94607

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


AES IRONWOOD: Improved Credit Quality Cues Moody's to Lift Rating
-----------------------------------------------------------------
Moody's Investors Service upgraded AES Ironwood's senior secured
debentures to B1 from B2, concluding a review that was initiated
on April 20, 2006.  The upgrade reflects an improvement in the
credit quality of The Williams Companies, which guarantees the
offtake tolling obligation.  The upgrade also reflects Moody's
expectation that the project's debt service coverage ratio will
improve to about 1.15x to 1.2x in 2007.

A subsidiary of The Williams Companies is the source of virtually
all revenues for the project, pursuant to a tolling agreement that
extends until 2021.  Williams guarantees its subsidiary's
obligations under the contract.

Under current market conditions, the gas-fired power project has
weak economics, as reflected in the 13% capacity factor for 2005
and a debt service ratio that is expected to fall below 1x for
2006, after certain non-recurring capital expenditures.  Under a
scenario in which Williams failed to fulfill its obligations,
Moody's believes it is unlikely that the project would be able
to meet its obligations operating as a merchant plant.  As long as
the contracts remain in place, however, coverages are not expected
to fall below 1x for an extended period, absent major operational
difficulties.

The expected recovery in 2007 notwithstanding, the rating remains
constrained by poor financial performance, which Moody's believes
is unlikely to improve significantly in the near to medium term.   
The project will be fully exposed to market pricing once the power
sales agreement with Williams expires.  At that point, roughly one
quarter of the initial par amount of the bonds
will remain outstanding.

The stable outlook reflects Moody's expectation that the project
will continue to exhibit sound operating performance, and capacity
payments from Williams will remain sufficient to pay costs and
debt service.

Upgrades:

Issuer: AES Ironwood, L.L.C.

   * Senior Secured Regular Bond/Debenture, Upgraded to B1 from
     B2

Outlook Actions:

Issuer: AES Ironwood, L.L.C.

   * Outlook, Changed To Stable From Rating Under Review

Ironwood is a 705 MW combined cycle gas turbine located in South
Lebanon Township, Pennsylvania.


AES RED: Moody's Upgrades Senior Secured Bonds' Rating to B1
------------------------------------------------------------
Moody's Investors Service upgraded AES Red Oak's senior secured
bonds to B1 from B2, concluding a review that was initiated on
April 20, 2006.  The rating outlook is stable.  The upgrade
reflects improvement in the credit quality of The Williams
Companies, which guarantees the offtake tolling obligations.  
The upgrade also reflects Moody's expectation that the project's
senior debt service coverage ratio will improve to about 1.3x in
2007, following a decline to about 1.1x in 2006 that is related to
non-recurring capital expenditures in the form of two planned
maintenance outages.

A subsidiary of The Williams Companies is the source of virtually
all revenues for the project, pursuant to a tolling agreement that
extends until 2022.  The Williams Companies guarantees its
subsidiary's obligations under the contract.

Under current market conditions, the gas-fired project has
weak economics, as reflected in its low capacity factor, which
approximated 20% in 2005.  Under a scenario in which Williams
failed to fulfill its obligations, Moody's believes it is unlikely
that the project would be able to meet all of its obligations on a
timely basis operating as a merchant plant.  As long as the
contracts remain in place, however, senior debt service coverages
are not expected to fall below 1.2x for an extended period, absent
major operational difficulties.

The expected recovery in 2007 notwithstanding, the rating remains
constrained by poor financial performance, which Moody's believes
is unlikely to improve significantly in the near to medium term.
The project will be fully exposed to market pricing once the power
sales agreement with Williams expires.  At that point, roughly one
quarter of the initial par amount of the bonds
will remain outstanding.

The stable outlook reflects Moody's expectation that the project
will continue to exhibit sound operating performance, and that
capacity payments from Williams will remain sufficient to pay
costs and debt service.

Upgrades:

Issuer: AES Red Oak, L.L.C.

   * Senior Secured Regular Bond/Debenture, Upgraded to B1 from
     B2

Outlook Actions:

Issuer: AES Red Oak, L.L.C.

   * Outlook, Changed To Stable From Rating Under Review

Red Oak is an 832 MW combined cycle gas turbine located in
Sayreville, New Jersey.


AK STEEL: Earns $29.1 Million in the Second Quarter of 2006
-----------------------------------------------------------
For the second quarter of 2006, AK Steel Corp. reported net income
of $29.1 million, compared to a net income of $9 million in the
same period last year.

For the quarter, the Company also reported net sales of $1,497.3
million and operating profit of $63 million.

"AK Steel's strong operating and financial performance across the
board makes the second quarter of 2006 a defining quarter in what
is a defining year for our company," said James L. Wainscott,
chairman, president and chief executive officer.  "By the end of
the quarter, our temporary workforce was operating nearly every
unit at Middletown Works at or above the levels prior to the onset
of the labor dispute on March 1.  In fact, the plant's hot-dip
galvanizing line set a production record June 23 that is unmatched
in the 49-year history of that line."

                         Six Month Results

For the first six months of 2006, the Company reported net income
of $35.3 million, compared to net income of $68.2 million in the
same period in 2005.

First-half 2006 sales were a record $2,933.2 million, compared to
$2,877.1 million for the same period in 2005.

The company reported an operating profit for the first six months
of 2006 of $92.4 million, compared to $187.8 million for the prior
year period.

Middletown, OH-based AK Steel Corp. -- http://www.aksteel.com/--  
produces flat-rolled carbon, stainless and electrical steels, as
well as tubular steel products for the automotive, appliance,
construction and manufacturing markets.

                          *     *     *

As reported in the Troubled Company Reporter on Feb. 21, 2005,
Moody's Investors Service upgraded AK Steel Corporation's debt
ratings (Senior Implied to B1 from B2) and affirmed the company's
SGL-1 rating.  The rating outlook was stable.

As reported in the Troubled Company Reporter on July 23, 2004,
Standard & Poor's Ratings Services revised its outlook on
integrated steel producer AK Steel Corp. to stable from negative.
Standard & Poor's also affirmed its 'B+' corporate credit and
senior unsecured debt ratings on the company and its parent, AK
Steel Holding Corp.


ALASKA AIR: Earns $55.5 Million in Second Quarter of 2006
---------------------------------------------------------
Alaska Air Group Inc. reported second quarter net income of
$55.5 million, compared to $17.4 million in the second quarter of
2005.

"We are extremely pleased with this quarter's earnings, which were
the result of a combination of revenue gains and cost
improvements," Bill Ayer, the Company's chairman and chief
executive officer said.  "It's gratifying to see everyone's hard
work pay off, and I would like to thank and congratulate our
employees on an outstanding quarter."

Alaska Air Group had cash and short-term investments at June 30,
2006, of approximately $1.1 billion compared to $983 million at
Dec. 31, 2005.  The Company's debt-to-capital ratio, assuming
aircraft operating leases are capitalized at seven times
annualized rent, was 69 percent as of June 30, 2006, compared to
73 percent as of Dec. 31, 2005.

According to the Company, the decrease from Dec. 31, 2005 is
primarily due to the conversion to equity of its senior
convertible notes in April 2006, partially offset by the
$23.6 million net loss for the six months, coupled with an
increase in the company's outstanding debt resulting from new
aircraft-secured debt arrangements in the first six months of
2006.

Based in Seattle, Washington, Alaska Air Group, Inc. is a holding
company with two principal subsidiaries, Alaska Airlines, Inc. and
Horizon Air Industries, Inc.  Alaska operates an all-jet fleet
with an average passenger trip length of 1,009 miles. Alaska
principally serves destinations in the state of Alaska and
North/South service between cities in the Western United States,
Canada and Mexico.  Horizon operates jet and turboprop aircraft
with average passenger trip of 382 miles.  Horizon serves 40
cities in seven states and six cities in Canada.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Rating Services revised its outlook on Alaska
Air Group Inc. to stable from negative.  The ratings on Alaska Air
Group and its major operating subsidiary, Alaska Airlines Inc.,
including the 'BB-' corporate credit rating on both entities, were
affirmed.

AOL LLC: Plans to Lay Off One-Quarter of Workforce to Save $1 Bil.
------------------------------------------------------------------
AOL LLC plans to lay off around 5,000 employees -- around a
quarter of its manpower, The Washington Post reports.  The job
cuts are part of the Company's restructuring plan to focus on
online advertising instead of dial-up subscriptions.  The planned
restructuring, which will be implemented over the next six months,
is expected to yield $1 billion in savings, according to the
Mercury News.   

AOL will offer severance packages.  This current round of lay-offs
follow the planned termination of 1,300 customer-service employees
disclosed in May 2006.  

AOL LLC, formerly known as America Online, is the Internet
division of Time Warner.  It is the world's largest Internet
access provider.


BECKMAN COULTER: Earns $44.6 Million in the Second Quarter of 2006
------------------------------------------------------------------
Beckman Coulter, Inc. reported net income for the three months
ended June 30, 2006 of $44.6 million, compared to $55.2 million
for the same period in 2005.

The Company also reported total revenues for three months ended
June 30, 2006 of $616.3 million, compared to $618.8 for the same
period in 2005.  Total revenues were down were down about $3
million, or 0.4% below second quarter 2005, due to a July 2005
shift to operating-type leases.

Net income for the six months ended June 30, 2006 was
$77.2 million on $1.185 billion in total revenues, compared to
$96.6 million of net income on total revenues of $1.195 billion.

The Company's free cash flow year to date is $43 million,
including the benefit of the Applera settlement.  It is adjusting
its full year outlook for free cash flow from about $50 million to
at least $30 million.

For the Second Quarter of 2006 the Company:

   -- Declared a $0.15 per share quarterly cash dividend.

   -- Repurchased approximately 740,000 shares of its stock at an
      average price of $52.76 per share.  Year to date, it has
      repurchased nearly 1.6 million shares and completed its 2.5
      million share repurchase authorization.

   -- Shipped the Unicela DxC 600i, the first of several fully
      capable, next generation chemistry / immunoassay work cells
      in its development pipeline.

   -- Shipped the Biomek(R)FXP and NXP, next generation
      instruments in the Biomek family of laboratory automation
      workstations for life science and clinical research
      applications.

   -- Signed a series of agreements with Applera Corporation to
      resolve all outstanding legal disputes between the parties
      and granted royalty-bearing licenses to Applera for its
      patents related to replaceable gels for capillary
      electrophoresis instruments and DNA sequencers and to its
      patent for a heated lid for thermalcyclers.  Applera granted
      the Company royalty-bearing licenses conferring rights
      in the diagnostics market to its instrumentation patents for
      nucleic acid sequencing and real time thermalcycling.

The Company also disclosed that for the month of July 2006 it:

   -- Sold its minority equity investment in APG to Applera for
      about $50 million in cash.  Agencourt Bioscience's
      sequencing services business retains access to APG's ultra-
      high throughput sequencing products.

   -- Acquired an in vitro diagnostics product license to all real
      time polymerase chain reaction patents from Roche for $27.5
      million plus future royalties.

   -- Entered an agreement with Quest Diagnostics Inc. to supply
      the Company's cellular technology to automate its hematology
      line, improving quality and efficiency throughout Quest's
      laboratory network.

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-HILL GALLERIES: Wants Until Dec. 6 to File Chapter 11 Plan
----------------------------------------------------------------
Berry-Hill Galleries, Inc., and its debtor-affiliate, Coram
Capital, LLC, ask the U.S. Bankruptcy Court for the Southern
District of New York to extend, until Dec. 6, 2006, the period
within which they have the exclusive right to file a chapter 11
plan.  The Debtors also want the Court to extend, until Feb. 2,
2007, their exclusive period to solicit acceptances of that plan.

The Debtors cite three reasons why the extension is warranted:

     1) they have made good faith progress towards rehabilitation
        and development of a consensual Chapter 11 Plan;

     2) the size and complexity of their chapter 11 cases; and

     3) the requested extension of the exclusive periods is
        proper.

Headquartered in New York, New York, Berry-Hill Galleries, Inc.
-- http://www.berry-hill.com/-- buys paintings and sculpture
through outright purchase or on a commission basis and also
exhibits artworks.  The Debtor and its affiliate, Coram Capital
LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr.
S.D.N.Y. Case Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors
in their restructuring efforts.  Robert J. Feinstein, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $100 million and debts between $1 million
and $50 million.


BERRY PLASTICS: Moody's Rates $750 Million Sr. Sec. Notes at B2
---------------------------------------------------------------
Moody's Investors Service assigned ratings to Berry Plastics
Holding Corporation, the entity that is to be the new parent of
Berry Plastics Corporation, and took these rating actions that
concluded the review for possible downgrade of BPC initiated on
June 29, 2006.

Moody's assigned these ratings to Berry:

   * $200 million senior secured first lien revolver due 2012,     
     Ba2

   * $675 million senior secured first lien term loan B due 2013,
     Ba2

   * $750 million senior secured second lien notes due 2014, B2
    
   * Speculative Grade Liquidity Rating, SGL-2

   * Corporate Family Rating, B1

Moody's confirmed these ratings of existing BPC notes:

   * $335 million 10.75% senior subordinated notes, due July 15,
     2012, B3

The ratings outlook is stable.

Moody's withdrew these ratings for BPC:

   * $150 million senior secured revolver maturing March 31,
     2010, B1

   * $789 million senior secured term loan due Dec 2, 2011, B1

   * Corporate Family Rating, B1

Upon tender of the existing $335 million 10.75% senior
subordinated notes, due July 15, 2012, the rating will be
withdrawn.

Private equity funds affiliated with Goldman, Sachs & Co. and J.P.
Morgan Chase & Co. are selling BPC to private equity firms Apollo
Management, L.P. and Graham Partners.  The aggregate purchase
price of $2.3 billion is being funded with a cash common equity
contribution of approximately $486 million and new borrowings of
about $1.9 billion, including $425 million of subordinated notes
that are not rated at this time.  BPC's existing credit facilities
and subordinated notes are being repaid as part of the
transaction.  Moody's expects that the fundamental operations and
management of the company will remain unchanged.

Although the transaction results in a material increase in
financial leverage, Moody's assigned a B1 corporate family rating
to Berry, the same rating as at BPC before the proposed change in
ownership.  EBIT coverage of pro forma interest expense, while
tight in the near term, should remain at acceptable levels
throughout the intermediate term.  Historically, the company has
temporarily stretched its credit profile to the limit of the
ratings category and successfully managed back to acceptable
metrics.

Moody's estimates that pro forma for the transaction, Berry's
total debt to EBITDA, adjusted for operating leases and pensions,
would be over 6.5x, while free cash flow to debt would be in the
low single digits and EBIT interest coverage would be just above
1x.  Moody's expects Berry to maintain EBIT margins in the low
double digits and EBIT to gross property, plant, and equipment
in the high teens to low twenties.

Strengths in Berry's competitive profile include annual revenue of
$1.4 billion and a 15-year track record of sequential growth in
operating cash flow.  Moody's views Berry's substantial market
shares in drink cups, plastic tubes, and prescription vials, which
together account for about 30% of total revenue, and leading
market positions for dairy and pry-off containers as supplying an
element of structural stability in Berry's revenue base.

The stable ratings outlook anticipates that Berry will
meaningfully reduce financial leverage in the intermediate term
and maintain strong operating and competitive profiles that offset
the significant financial leverage and low interest coverage that
are weak for the current corporate family rating.   The stability
of the outlook is highly sensitive to any acquisitions, even if
they were to be moderately sized.

Any sustained increase in adjusted total debt to EBITDA, or annual
free cash flow becoming negative, or interest coverage falling
below 1x is likely to result in a lowering of the outlook or
ratings.  Similarly, evidence of deterioration in Berry's
operating margin or competitive position could put downward
pressure on the outlook or ratings.  Should adjusted total debt to
EBITDA move toward the 5x area and free cash flow to debt move up
on a sustained basis to the mid to high single digit range, there
could be positive movement in the ratings outlook.

The first time assignment of an SGL-2 Speculative Grade Liquidity
rating reflects Moody's expectations of good liquidity throughout
the next twelve months as cash from operations should fund working
capital requirements and capital expenditures.  Mandatory debt
maturities during the period should be minimal and access to the
committed revolver should remain satisfactory.

For further information, refer to Moody's Credit Opinion and
Speculative Grade Liquidity Assessment on Berry Plastics
Corporation.

Berry Plastics Holdings Corporation, headquartered in Evansville,
Indiana, is a leading supplier of plastic packaging products,
serving over 12,000 customers in the food and beverage,
healthcare, household chemicals, personal care, home improvement,
and other industries.  Net sales for the twelve months ended
July 1, 2006 were approximately $1.4 billion.


BOYD GAMING: Earns $10.2 Million in Second Quarter Ended June 30
----------------------------------------------------------------  
For the second quarter ended June 30, 2006, Boyd Gaming
Corporation reported net income of $10.2 million, compared with
$48.6 million in the same period last year.  The Company also
reported net revenue of $610.9 million for the second quarter
2006.

Commenting on the results, Bill Boyd, the Company's chairman and
chief executive officer, said, "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."

                       Year-To-Date Results

The Company's net income for the six months ended June 30, 2006
was $73.4 million, as compared to $88.7 million for the six months
ended June 30, 2005.  

Net revenues were $1.3 billion and $1.1 billion for the six months
ended June 30, 2006 and 2005, respectively.

Headquartered in Las Vegas, Boyd Gaming Corporation (NYSE: BYD)
-- http://www.boydgaming.com/-- owns and operates 20 gaming  
entertainment properties in Nevada, New Jersey, Mississippi,
Illinois, Indiana , Louisiana and Florida.  The Company is also
developing Echelon Place in Las Vegas, which is expected to open
in mid 2010.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 27, 2006,
Boyd Gaming Corp.'s new $250 million senior subordinated notes due
2016 carried Moody's 'B1' rating with positive outlook and
Standard & Poor's 'B+' rating with a stable outlook.


BUFFALO COAL: Selling Coal Reserves to ICG for $5 Million
---------------------------------------------------------
Buffalo Coal Company, Inc., asks the U.S. Bankruptcy Court for the
Northern District of West Virginia for permission to sell certain
if its permits and coal reserves to International Coal Group, Inc.

ICG proposes to buy the Debtor's permits, coal reserves and
associated real property located in Maryland for approximately
$5 million.  

The assets will be sold free and clear of all prior agreements and
encumbrances, except for reclamation liabilities related to the
permits purchased.

The real property included in the sale is subject to a lien in
favor of Grant County Bank in the approximate amount of $400,000.  
Grant County's liens will attach to the proceeds of the sale.

In addition, a portion of the coal reserves is leased from the
Carl DelSignore Family Trust and is subject to the claims of the
Trust.  The debtor proposes to work with the trust and ICG in
order to resolve the business issues related to the coal leases.

A hearing on the proposed sale was scheduled on July 28, 2006.  
Bankruptcy court filings as of August 4, 2006, do not show the
result of the sale hearing.

                       About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.


BUFFALO COAL: Panel Fights CDS Family Trust's Foreclosure Request
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Buffalo Coal
Company, Inc., asks the U.S. Bankruptcy Court for the Northern
District of West Virginia to deny the Carl DelSignore Family
Trust's request to:

     -- lift the automatic stay so that it can foreclose upon its
        security interest on substantially all of the Debtor's     
        assets; and

     -- compel the Debtor to assume or reject its lease with the
        trust or permit the trust to terminate the lease.

                           Foreclosure

The Debtor, C & G Energy Group, Inc., and the Carl DelSignore
Family Trust are parties to a stock purchase agreement dated
Feb. 28, 2001.

Under the agreement, C & G executed a promissory note in the
principal amount of $4.35 million payable to the Carl DelSignore
Family Trust in exchange for substantially all of the Debtor's
shares.  

To secure payment of the note, the Debtor gave the Trust a
security interest in substantially all of its assets.  The Note is
currently in default with an unpaid principal of approximately
$2.3 million, plus interest of $112,822.

James W. Martin, Jr., Esq., at Siegrist & White, PLLC, tells the
Court that that there is no equity in the Debtor's property for
the benefit of general unsecured creditors.

                        Lease Assumption

The Carl DelSignore Family Trust leases certain coal mining
properties to the Debtor for use in mining and processing coal.  
The lease was intended to remain in effect until all mineable and
merchantable coal has been removed from the properties.

Under their Master Lease Agreement, the Debtor is required to pay
royalties based on the tonnage of coal produced from the leased
premises, subject to an annual minimum royalty.

The Trust commenced a civil action in District Court of Maryland
for Garret County against the Debtor after the Debtor defaulted on
its obligation under the lease agreement.  In the civil case, the
Trust sought possession of all properties leased to the Debtor.

To resolve the civil action, the Debtor and the Trust agreed that
the lease would be "reinstated" if, among other things, the Debtor
pays in full the $2.4 million due on the lease by May 9, 2006.  
Mr. Martin informs the Court that the Debtor failed to comply with
this requirement.

The Trust wants the Court to rule that its lease agreement with
the Debtor terminated prior to the Debtor's bankruptcy filing and
that their agreement is no longer "executory" and cannot be
assumed by the Debtor.

If the Court finds that the lease has not terminated and is
subject to assumption, the Trust wants the Court to fix the time
within which the Debtor must decide whether to assume or reject
the lease.

                      Committee's Stand

Kimberly Luff Wakim, Esq., at Thorp Reed & Armstrong, LLP, tells
the Court that the Trust's motion to foreclose on the Debtor's
assets must be denied because:  

     -- the Debtor is not a guarantor or obligor under the
        promissory note issued by C & G; and

     -- the Debtor received no consideration for granting of the
        alleged security interest to the Trust.

Ms. Wakim also explains that in order to be entitled to any relief
on its lease termination motion, the Trust must first establish
that the Master Lease in question is a true lease.  Ms. Wakim
claims that the Master Lease is not a true lease, and therefore is
not subject to the provisions of section 365(d) (3) of the
Bankruptcy Code.

According to Ms. Wakim the Master Lease is a disguised financing
device designed to sell the mineral rights in the coal to the
Debtor.  She adds that the Master Lease is not a true lease, but
rather is a conveyance of the coal mining rights to the Debtor
because the rights of the Debtor to mine the coal continues to run
so long as merchantable coal exists to be mined.

                         About Buffalo Coal

Headquartered in Oakland, Maryland, Buffalo Coal Company, Inc., is
engaged in coal mining and processing services.  The company filed
for chapter 11 protection on May 5, 2006 (Bankr. N.D. W.Va. Case
No. 06-00366).  David A Hoyer, Esq., at Hoyer, Hoyer & Smith,
PLLC, represents the Debtor in its restructuring efforts.  Thorp
Reed and Armstrong, LLP, represents Buffalo Coal's Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed total assets of
$119,323,183 and total debts of $105,887,321.


BUFFALO MOLDED: Trial Required to Resolve Omega Preference Action
-----------------------------------------------------------------
Buffalo Molded Plastics, Inc., dba Andover Industries, commenced
an adversary proceeding against Omega Tool Corp. seeking to avoid
and recover, as preferential, two prepetition wire transfers
totaling $1,083,370.  

In connection with the adversary proceeding, the Debtor sought
summary judgment on the basis that all of the requirements of
preference have been met.   

In response, Omega sought partial summary judgment and asserted
three defenses to the Debtor's claim that the transfers were
preferential:

      * the earmarking doctrine;
      * the contemporaneous exchange of new value defense; and
      * the ordinary course of business defense.

In a decision published at 2006 WL 1822425, the Honorable Thomas
P. Agresti of the U.S. Bankruptcy Court for the Western District
of Pennsylvania denied the summary judgment requests.  Judge
Agresti says genuine issues of material fact prevent the Court
from deciding the dispute on summary judgment pleadings.

                 Buffalo and Omega's Relationship

Buffalo produces automobile parts and sells them directly to
automobile manufacturers.  Omega manufactures plastic injection
molds that are used to fabricate those parts.  

Buffalo engaged Omega to build certain molds necessary for a
contract with DaimlerChrysler.  On Oct. 13, 2004, two wire
transfers, aggregating $1,083,370, were made to Omega from
Buffalo's account at Comerica Bank as payment for the molds.  
Omega shipped the molds required for the DaimlerChrysler contract
to the Debtor after receiving the wire transfers.

Buffalo filed its voluntary Chapter 11 petition on Oct. 21, 2004.  
On March 7, 2005, the Debtor filed a complaint seeking avoidance
of the wire transfers on the basis that the transfers constitute
preference payments.  

                Buffalo's Summary Judgment Plea

Buffalo asserted that there is no material dispute of fact that
the two transfers made to Omega meet the requirements for a
preference pursuant to Section 547(b) of the Bankruptcy Code.  

In response, Omega argued that the "earmarking doctrine" precludes
a finding that the wire transfers were preferential because the
Debtor had no property interest in those funds.  

The "earmarking doctrine" is an equitable doctrine that says funds
are earmarked for a creditor when a new lender extends a loan to
enable a Debtor to pay a specific debt.  Funds loaned by the new
lender under the earmarking doctrine are not part of the Debtor's
estate because the transfer substitutes one creditor for another.

Omega explained that if the transfers did not involve transfers of
the Debtor's interest in property, the initial statutory
predicates for a preference under Section 547(b) have not been
met.

Because of Omega's application of the earmarking doctrine, Judge
Agresti concluded that an issue of material fact exists as to
whether the transfers fall within the statutory elements of
Section 547(b).

Judge Agresti denied Omega's request for summary judgment on
account of the earmarking doctrine because the Court was unable to
determine if the transfers diminished the Debtor's estate.  For
the earmarking defense to hold, a transfer, among other things,
should not result in any diminution of the estate.  The Court
needs evidence to evaluate that contention.  

             New Value and Contemporaneous Exchange

To prevail on a contemporaneous exchange for new value defense, a
vendor must prove that:

      a) both the debtor and the vendor intended the delivery of
         the goods and the payment of money to the vendor to be
         contemporaneous;

      b) the exchange was in fact substantially contemporaneous;
         and

      c) the exchange was for new value.

Buffalo says it swapped more than $1 million in cash for molds
worth less than that amount.  Omega says that may be true, says
the value of the molds (and subsequent engineering work) is higher
than Buffalo computes.  

Judge Agresti says these factual disputes preclude summary
judgment.  Additionally, there's a dispute about when title to the
molds passed from Omega to Buffalo.  Judge Agresti says that while
passage of title may be a legal dispute rather than a factual one,
the Court is unable to make a determination without further
factual development.

                 Ordinary Course of Business

Omega included the "ordinary course defense" in response to the
Debtor's adversary proceeding although it did not argue that
summary judgment should be granted on the basis of this defense.

Buffalo anticipated the ordinary course defense and asked the
court to issue a summary judgment denying Omega's defense of
ordinary course.

Determination of what is ordinary course activity between a Debtor
and a vendor is subjective.  If the parties involved have had
limited dealings with each other, as in the case of Buffalo and
Omega, the Court places more emphasis on prevailing industry
standards to determine what an ordinary course transaction is.

Judge Agresti ruled that it is difficult to assess what is
ordinary course between Buffalo and Omega because of their limited
dealings with each other.  Judge Agresti further explained that
practices prevalent in the areas where Buffalo and Omega operate
makes it unclear how the defense of ordinary course could be
applied.  For these reasons, Judge Agresti concludes that material
facts exist precluding judgment in favor of Buffalo on Omega's
ordinary course defense.      

Willard E. Hawley, Esq., at Lindahl Gross Lievois P.C., represents
the Debtor in this adversary proceeding.  Ryan D. Heilman, Esq.,
at Schafer and Weiner, PLLC, serves as counsel to Omega.  

Headquartered in Andover, Ohio, Buffalo Molded Plastics, Inc., dba
Andover Industries -- http://www.andoverplastics.com/--
manufactures rocker panels, grilles, pillars and body side molding
components for General Motors Corp. and DaimlerChrysler.  The
Company filed for chapter 11 protection on Oct. 21, 2004 (Bankr.
W.D. Pa. Case No. 04-12782).  David Bruce Salzman, Esq., at
Campbell & Levine, LLC, represents the Debtor in its restructuring
efforts.  When the Debtor filed  for protection from its
creditors, it estimated assets and debts in the $10 million to
$50 million range.  David W. Lampl, Esq., at Leech Tishman
Fuscaldo & Lampl, LLC, represents the Official Committee of
Unsecured Creditors in the Debtor's chapter 11 case.


CA INC: Moody's Hold Rating on Senior Unsecured Notes at Ba1
------------------------------------------------------------
Moody's Investors Service confirmed CA's Ba1 senior unsecured
rating and assigned a negative rating outlook, concluding a review
for possible downgrade initiated on June 30, 2006.  The Ba1 rating
confirmation reflects the company's completed accounting review
and reestablishment of current filing of its 10-K and subsequent
10-Q's, including the company's filing of its 10-K for its
March 2006 fiscal year on July 31, 2006.

The negative outlook reflects challenges the company has to
implement effective financial controls, remediate material
weaknesses to its financial reporting, contain sales force
compensation costs, and revive client billings performance.  
The negative outlook also considers the more aggressive
financial policies of the company.

Moody's notes that for fiscal 2006, the company's former sales
compensation plan resulted in an unexpected $75 million increase
to commission expenses, while client billings declined slightly,
excluding acquisition related products and accelerated customer
payments.  In Moody's opinion, current revisions to the former
sales force compensation plan could negatively impact morale,
the retention of key sales executives, and financial performance.

The company's Ba1 senior unsecured rating reflects its large
portfolio of mission critical software product offerings and
installed base of a diverse set of creditworthy clients, which
in isolation could potentially map to a high Baa rating.  However,
the rating also reflects the uncertainties surrounding the
company's ineffective internal controls, subdued organic client
billings performance, unsettled fulfillment of the terms of the
Deferred Prosecution Agreement, modest returns on net assets,
competition from integrated and non-integrated technology vendors,
and exposure to mature mainframe and Unix markets, which drive the
overall Ba1 rating.  For further information, refer to Moody's
credit opinion for CA, Inc.

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


CA INC: 10-K Filing Cues S&P to Affirm BB Corporate Credit Rating
-----------------------------------------------------------------
Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on Islandia, New York-
based CA Inc., and removed them from CreditWatch where they were
placed on July 5, 2006 with negative implications.  The outlook is
negative.

"The rating affirmation follows the company's filing of its Form
10-K for fiscal 2006, coupled with the completion of the internal
review of its past and current stock option grant programs that
resulted in modest restatements to financial results (fiscal 2006
revenue was $3.796 billion, an increase of $20 million over the
preliminary results CA announced on June 29, 2006)," said Standard
& Poor's credit analyst Philip Schrank.

The Form 10-K includes a restatement of financial results for the
fiscal years 2002 through 2005 and selected quarterly information
for fiscal years 2005 and 2006 to reflect additional noncash stock
based compensation expense associated with stock option grants
made in fiscal years 1996 through 2001.  

The restatement concludes a previously announced internal review
of CA's policies and procedures relating to stock option plans
from fiscal year 1996 to the present.  The restatement increases
noncash stock based compensation expense by an aggregate of $342
million for fiscal years 1996 through 2006 on a pre-tax basis.  
The restatement increases after-tax, non-cash stock based
compensation expense in fiscal years 2002, 2003, and 2004 by $50
million, $30 million, and $16 million, respectively.

The after-tax impact on fiscal 2005 was less than $1 million.  For
fiscal year 2006, the company recorded after-tax, non-cash stock
based compensation expense associated with this review of $1
million.

The Form 10-K also reflects adjustments to restate subscription
revenue as a result of the company's review of certain license
agreements that had been cancelled and renewed more than once
prior to the expiration date of each successive license agreement.
The adjustments reflected in the Form 10-K increase subscription
revenue in fiscal years 2004 and 2005 by approximately $12 million
and $43 million, respectively.  Subscription revenue increased by
approximately $19 million for the first three quarters of fiscal
year 2006.

The July 2006 ratings downgrade to `BB' from `BBB-' followed the
company's announcement that its board of directors authorized a $2
billion share repurchase that partly will be debt-financed.  The
rating downgrade reflects Standard & Poor's assessment that CA no
longer possesses an investment-grade financial policy in light of
the announced share repurchases.  If the repurchase is financed
solely with debt, pro forma total debt to EBITDA could rise to
above the 4x range from about 2x currently.

At the 'BB' rating level, Standard & Poor's expectation is that CA
will continue to generate free cash flow exceeding $1 billion, and
manage its debt levels at about 4x or below over the intermediate
term.  

Rating support is provided by:

   * a stable revenue base;
   * favorable business prospects; and
   * strong cash flow generation.

The company's diversified, high-margin software portfolio is
viewed as defensible because of high switching costs and
entrenched customer relationships.  Customer spending priorities
continue to favor security software, application server software,
and storage software -- three prominent segments of CA's product
portfolio.  Mainframe products, although mature, should continue
to generate predictable profits and cash flow.  Revenue growth
should be supported by significant investments in R&D (about 20%
of revenues) and strategic acquisitions.

Standard & Poor's expects acquisitions to continue, albeit at a
more moderate pace.


CATHOLIC CHURCH: FCR Wants Future Claims Allowed for $30 Million
----------------------------------------------------------------
David A. Foraker, Esq., at Greene & Markley, P.C., in Portland,
Oregon, in his capacity as Future Claimants Representative, tells
the U.S. Bankruptcy Court for the District of Oregon that the
future claims should not be estimated for purposes of setting a
limitation in a plan of reorganization on the:

   (a) Archdiocese of Portland in Oregon's liability with regard
       to those claims; or

   (b) total amount of distributions that may be made under the
       plan on account of those claims.

As reported in the Troubled Company Reporter on June 26, 2006, the
Archdiocese asked the Court for the District of Oregon to estimate
the aggregate amount of future claims for temporary allowance for
purposes of voting, confirmation and funding of the Archdiocese's
third Modified Plan of Reorganization.

The Archdiocese proposed that the Bankruptcy Court as well as the
U.S. District Court for the District of Oregon estimate the
aggregate number and value of the future claims within the ranges
stated in the report of Hamilton Rabinovitz & Alschuler, Inc.,
entitled "Estimating the Number and Value of Future Child Sex
Abuse Claims Filed Against the Archdiocese of Portland in
Oregon."

Mr. Foraker contends that Future Claims, regardless of the amount
at which they are estimated for plan confirmation purposes, should
simply "ride through" under a plan without any cap on the total
amount of distributions to be made.

If the purposes of the estimation are properly limited to those
relating to plan confirmation issues, Mr. Foraker asks the
Bankruptcy Court to temporarily allow the Future Claims for
$30,000,000.

Between competing plans filed in Portland's case, Mr. Foraker says
he prefers the Tort Claimants Committee's Plan because, among
other reasons, the class of Future Claims, as well as other
classes of claims, is unimpaired and the Archdiocese is not
discharged of those debts.  

Under the Tort Committee's scheme, most unsecured claims would
"ride through" the bankruptcy case largely unaffected, Mr.
Foraker adds.

By contrast, under the Archdiocese' Plan, Portland's liability on
account of its debts based on tort claims is to be capped at an
amount to be estimated by the U.S. District Court for the
District of Oregon, with sublimits to be set for the various
classes of Present Tort Claims, Future Claims, and Punitive
Damages Claims.

To confirm either of the Plans, Mr. Foraker asserts that all of
the requirements for confirmation under Section 1129 of the
Bankruptcy Code must be met, including the "best interest of
creditors" test and plan feasibility.

In addition, Mr. Foraker points out that it is only under the
Archdiocese's Plan that the District Court must estimate the total
amount of the liability on each of the various classes of tort
claims for purposes of setting caps on its obligations to make
plan distributions.

Thus, Mr. Foraker asks the Bankruptcy Court to deny the
Archdiocese's Motion to Estimate Future Claims to the extent that
it seeks a ruling estimating the total dollar amount of the class
of Future Claims for any purpose other than making the
determinations required under Section 1129.  

In the event that the Bankruptcy Court overrules his Objection and
decides to permit the class of Future Claims to be estimated for
purposes of setting a cap on plan distributions, Mr. Foraker asks
Judge Perris to recommend that the District Court employ a
different methodology for setting the liability cap.

Known future claimants D.E.W., D.C.W., P.R.W., P.S.E., D.R.W.,
W.L.T., and T.A.L., K.H., support Mr. Foraker's arguments.  Erin
K. Olson, Esq., in Portland, Oregon, represents the Known Future
Claimants.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Proposed Orders on Claims Estimation Process OK'd
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon conducted a
hearing on June 16 and 30, 2006, on the Archdiocese of Portland in
Oregon's request to estimate unresolved present child sex abuse
tort claims.

At Judge Perris' direction, the Archdiocese and the Official Tort
Claimants Committee filed with the Bankruptcy Court proposed
orders relating to the claims estimation process including
discovery and trial.  

The Archdiocese proposes that Judge Perris:

   * grant its motion to estimate the Unresolved Present Child
     Sex Abuse Tort Claims;

   * defer on the selection of the precise statistical
     methodology to estimate the Unresolved Present Child Sex
     Abuse Tort Claims pending further expert review; and

   * conduct an estimation trial on February 7 and 8, 2007.

Judge Perris conducted a hearing on the parties' Proposed Orders
on July 27, 2006.

In a minute order, the Bankruptcy Court adopts the Archdiocese's
Proposed Order subject to certain changes.  

Judge Perris sustains the Tort Committee's objection regarding
data verification, but clarifies that the Committee's inspection
and copying of records to verify data will use sampling to the
extent appropriate.  The Tort Committee should consult with its
expert, Dr. Ronald Schmidt, regarding sampling technique.

Judge Perris directed Mr. Kennedy, the Tort Committee's counsel,
to draft a final order.

The Tort Committee, among other things, proposes that the
Archdiocese will provide all the data collected regarding the
resolved and unresolved child sex abuse tort claims for purposes
of estimation.  The Tort Committee did not pick out a specific
date for the trial next year.

Both Proposed Orders attach a copy of a Confidentiality Agreement
to be entered into by the parties in connection with the
Archdiocese's disclosure of claims data to the Tort Committee and
its expert, LECG, LLC.

A full-text copy of the Archdiocese's Proposed Order and the
Confidentiality Agreement are available for free
at http://researcharchives.com/t/s?ef6

A full-text copy of the Tort Committee's Proposed Order and the
Confidentiality Agreement are available for free
at http://researcharchives.com/t/s?ef7

           Objections Prior to Portland's Court-Approved
                          Proposed Order

(A) Tort Committee

Judge Perris has scheduled a final estimation hearing in February
2007, hence, it is "unnecessary" to grant the Archdiocese's
estimation request at this time, Albert N. Kennedy, Esq., at
Tonkon Torp, LLP, in Portland, Oregon, asserts.  

Mr. Kennedy points out that following the February hearing, the
Court will, depending on the scope and nature of its decision,
enter a final order or submit its recommendation to the U.S.
District Court for the District of Oregon.

The order granting the Archdiocese's Motion to Estimate,
Mr. Kennedy says, may create confusion because it will prop up
probable issues, including:

   * whether the order is a final order wherein an appeal must be
     immediately noticed;

   * the determination of:

     -- what, in fact, was granted;

     -- which of the Archdiocese's motions is being granted; and

     -- whether the order would require the Archdiocese to design
        and implement a survey to collect data from all United
        States dioceses and complete the survey by the end of
        August 2006; and

   * whether the Bankruptcy Court has reconsidered its finding
     that:

     -- the Archdiocese is seeking estimation for distribution
        purposes; and

     -- an estimation must be done by the District Court.

Moreover, Portland's Proposed Order is a preemptive effort to
limit the Tort Committee's right to discovery, Mr. Kennedy
contends.  The Tort Committee has requested production of, and
will need access to, the Archdiocese's source documents used in
assigning claim attributes.

To meet the Bankruptcy Court's deadlines, the Tort Committee will
need the Archdiocese's cooperation because:

   * not all of the 140 claimants whose claims were settled are
     represented by counsel currently active in Portland's case;

   * certain documents will not be available from sources other
     than the Archdiocese; and

   * there can be no significant burden on the Archdiocese to
     provide access to source documents because it has those
     documents.

The Tort Committee, therefore, asks Judge Perris to appoint
Hamilton, Rabinovitz & Anschuler, Inc., as a discovery master or
examiner with limited powers for the purpose of assisting the
Committee and the Archdiocese in coordinating production of
relevant source documents.  

The Tort Committee also asks Judge Perris to reject the
Archdiocese's Proposed Order.

(B) Olson Claimants

Certain tort claimants, represented by Erin K. Olson, Esq., in
Portland, Oregon, agree with the Tort Committee's arguments.

"Judge Ferris did not grant the [Archdiocese's] motion to estimate
for purposes of distribution because she can't," Ms. Olson
asserts.  "In her Memorandum Opinion of February 28, 2006, she
wrote that [the] decision was 'beyond the jurisdiction of this
court.'"

Ms. Olson says the Archdiocese has not been given permission to
collect data from present claimants on the 34 attributes on its
recent list of claims attributes.  The Bankruptcy Court has
clearly not decided what the Archdiocese can collect in terms of
data.

Ms. Olson asserts that she should also have access to any
information that is provided or generated during the estimation
process since it directly affects her clients.  

For these reasons, the Olson Claimants ask the Court to direct the
Archdiocese or the Tort Committee to make the appropriate changes
in their Proposed Orders.

                      Archdiocese Responds

The Archdiocese's Proposed Order eliminates confusion and is
necessary to reflect the status of the proceedings, Susan S.
Ford, Esq., at Sussman Shank LLP, in Portland, Oregon, asserts.

Interested parties should not be left to wonder about the status
of proceedings relating to estimation until the February 2007
hearing and to review multiple transcripts of proceedings to glean
the current status on estimation issues, Ms. Ford tells the
Court.

The Archdiocese's Motion to Estimate has been granted, but the
precise statistical method to be employed and the aggregate amount
of the estimations will be defined in future proceedings,
Ms. Ford explains.

Any concern over whether entry of the Archdiocese's Proposed
Order creates an issue for immediate appeal is easily clarified by
simply entering that Proposed Order, Ms. Ford asserts.

Consistent with the policy against piecemeal appeals, Ms. Ford
says entry of Portland's Proposed Order would not be immediately
appealable.

Moreover, the Archdiocese has stated for several times that it
seeks estimation for any and all purposes necessary to confirm its
Plan of Reorganization including distribution, obtain a discharge
and emerge from Chapter 11 protection, Ms. Ford notes.  

"If the Bankruptcy Court determines that this will require the
District Court to enter the final order on estimation, then the
Bankruptcy Court will make its report and recommendation to the
District Court to render the ultimate decision," Ms. Ford points
out.

Hypothetical problems regarding certain data verification issues
need not be dealt with in the Archdiocese's Proposed Order,
Ms. Ford further says.  The record of the estimation proceedings
provides the manner on how claims data from the Archdiocese's
records will be provided to the Tort Committee, the claimants and
the claimants' attorneys.

Ms. Ford agrees with the Tort Committee that it has the right to
sample and verify data.  But, Ms. Ford continues, those rights are
subject to the Bankruptcy Court's power to protect the Archdiocese
and all creditors from unnecessary demands for Portland to provide
information on all claims while the Tort Committee ignores
completely the threshold question whether there is any dispute
over the data and the resources of its own constituency.

Ms. Ford contends that the Tort Committee's objection is a
transparent attempt to exhaust the Archdiocese's resources and to
delay estimations.  Thus, the Archdiocese asks Judge Perris to
reject any of those attempts.

The Archdiocese also asks Judge Perris to reject the Tort
Committee's proposal to appoint HR&A as referee or master for
discovery since the firm is the parties' joint expert with respect
to future claims.

Furthermore, Ms. Ford contends that the Olson Claimants' assertion
regarding the Archdiocese's list of attributes is incorrect.

The Archdiocese has complied with Court's direction to provide its
list of attributes on July 12, 2006.  Ms. Ford notes that the
Court has indicated it would be disinclined to battle over data
collection and may resolve issues by putting relevant attributes
on a master list.

Ms. Ford adds that the Tort Committee as the representative for
all tort claimants will have access to data for all claimants
through each of the claimants' attorney.  

The Confidentiality Agreement is between the Tort Committee and
the Archdiocese, Ms. Ford adds.  To avoid undue burden and
expense, the Tort Committee is the proper party to seek relief
from the provisions of that Agreement, Ms. Ford says.

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.  
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CENTURY ALUMINUM: Moody's Lifts Rating on $250 Mil. Notes to Ba3
----------------------------------------------------------------
Moody's Investors Service upgraded Century Aluminum's corporate
family rating to Ba3 from B1.  At the same time, the company's
$250 million senior unsecured guaranteed notes due 2014 were
upgraded to Ba3 from B1 as were its $175 million senior unsecured
guaranteed convertible notes due 2024.  The ratings outlook is
stable.

The upgrade recognizes the progress Century has made in expanding
its operations at Nordural, enhancing its competitive position,
managing its cost position and improving its financial metrics.   
The improved operating profile and greater stability provided by
the tolling operations at Nordural are expected to allow Century
to exhibit improved metrics on a more sustainable basis.  In
addition, aluminum fundamentals, although currently at
unsustainably high levels in Moody's view, are expected to remain
solid over the medium term given low inventory levels and lack of
significant additional capacity coming on stream, thereby allowing
Century to generate more robust cash flows in the near term and
better cover expansion capital expenditures for Nordural from
internal cash flow.  The rating also anticipates that the company
will continue to prudently manage its growth projects, including
the development of another Icelandic facility, and not jeopardize
its balance sheet or liquidity position.

Century's ratings and outlook continue to reflect its relatively
high leverage, exposure to a single commodity-priced product,
substantive capital spending plans, higher cost base compared to
many of its integrated competitors, and concentration of sales
among four customers.  Positive factors supporting the ratings
include the stability provided by Century's business model, which
uses long-term supply and sales contracts to minimize mismatches
between alumina and aluminum prices and the improved cost base
resulting from expanding its manufacturing presence in Iceland.

Upgrades:

Issuer: Century Aluminum Company

   * Corporate Family Rating, Upgraded to Ba3 from B1

   * Senior Unsecured Conv./Exch. Bond/Debenture, Upgraded to Ba3
     from B1

   * Senior Unsecured Regular Bond/Debenture, Upgraded to Ba3
     from B1

Outlook Actions:

Issuer: Century Aluminum Company

   * Outlook, Changed To Stable From Positive

Headquartered in Monterey, California, Century Aluminum Company is
the third largest primary aluminum producer in North America with
ownership interests in four aluminum production facilities as well
as bauxite and alumina facilities.  Century produced approximately
616,000 metric tons of primary aluminum and generated revenues of
$1.1 billion in 2005.


CHARLES RIVER: Amends Credit Agreement with Lenders and JPMorgan
---------------------------------------------------------------
Charles River Laboratories International, Inc. amended and
restated its existing credit agreement with certain financial
institutions and JPMorgan Chase Bank, as administrative agent.

The amended credit agreement provides for a $156 million term loan
facility, a $200 million revolving facility, a CDN$57.8 million
term loan facility and a CDN$12 million revolving facility for a
Canadian subsidiary of the Company, and a GBP6 million revolving
facility for a U.K. subsidiary of the Company.

The $156 million term loan facility matures in 20 quarterly
installments with the last installment due June 30, 2011.  The
$200 million revolving facility matures on July 31, 2011 and
requires no scheduled payment.  The $200 million revolving
facility may be increased by $100 million.  The Canadian term loan
is repayable in full by June 30, 2011.  The Canadian and UK
revolving facilities mature on July 31, 2011.

In addition to the scheduled repayments, the Company is required
to prepay the term loans with the following amounts:

   -- 50% of the net cash proceeds from certain asset sales and
      casualty and condemnation events;

   -- 100% of any net cash proceeds in connection with permitted
      receivables financings; and

   -- 50% of the net cash proceeds from certain incurrences of
      debt, unless the leverage ratio is 2:1 or less.

Charles River Laboratories International, Inc. (NYSE: CRL) sells
pathogen-free, fertilized chicken eggs to poultry vaccine makers.
It also offers contract staffing, preclinical drug candidate
testing, and other drug development services.  It also markets
research models -- rats and mice bred for preclinical experiments,
including transgenic "knock out" mice -- to the pharmaceutical and
biotech industries.  It sells its products in more than 50
countries to drug and biotech companies, hospitals, and government
entities.

                            *   *   *

As reported in the Troubled Company Reporter on March 1, 2006,
Moody's Investors Service assigned Ba1 ratings to new credit
facilities of subsidiaries of Charles River Laboratories
International, Inc., which are guaranteed by Charles River.
Moody's also affirmed Charles River's Ba1 Corporate Family Rating,
the Ba1 rating on its existing credit facilities, and the
Speculative Grade Liquidity Rating of SGL-1.  The rating outlook
for the company is stable.

As reported in the Troubled Company Reporter on June 21, 2006
Standard & Poor's Ratings Services assigned its 'BB-' senior
unsecured debt rating to Charles River Laboratories International
Inc.'s $300 million 2.25% convertible senior notes due 2013.

The corporate credit rating is 'BB+' and the rating outlook is
positive.


CHOCTAW RESORT: Moody's Lifts Senior Unsec. Notes' Rating to Ba3
----------------------------------------------------------------
Moody's Investors Service raised Choctaw Resort Development
Enterprise's corporate family rating and senior secured term
loan rating to Ba2 from Ba3.  At the same time, Choctaw's senior
unsecured note rating was raised to Ba3 from B1.  The ratings
outlook is stable.

The upgrade considers that since the initial rating in March 2001,
Choctaw has maintained a financially conservative profile and
continues to have a strong hold on its local market.  Any serious
threat of direct competition in that market is not expected in the
foreseeable future and will not likely be located near Choctaw's
casino operations.  Choctaw's casino resort is about 125 miles
from its nearest casino competitor.

The stable outlook considers Choctaw's relatively small size,
dependence on a single market area, and the expectation that
Choctaw will continue to distribute most of its surplus operating
cash flow to the Mississippi Band of Choctaw Indians.  The stable
outlook also recognizes the benefits that Choctaw's casino
operations have experienced as a result of the post-Hurricane
Katrina population shift.  However these benefits are expected
to subside as temporary casinos in Biloxi are operational and the
development of permanent casinos in Biloxi is on the horizon.

Moody's previous rating action related to Choctaw occurred on Oct.
28, 2004 with the assignment of a B1 rating to its senior
unsecured notes due 2019, a Ba3 corporate family rating, and a
stable ratings outlook.

The Mississippi Band of Choctaw Indians established the Choctaw
Resort Development Enterprise to operate the Silver Star Hotel and
Casino and to develop and operate the Golden Moon Hotel and Casino
along with other related resort amenities.  Net revenue for the
12-month period ended Mar. 31, 2006 was about
$340 million.


CITIZENS COMMUNICATIONS: Sells ELI to Integra for $247 Million
--------------------------------------------------------------
Citizens Communications Company closed on the sale of its
subsidiary, Electric Lightwave, LLC, to Integra Telecom Holdings,
Inc. for an aggregate consideration of approximately $247 million.

The consideration consist of $243 million in cash plus the
assumption by Integra of $4 million in capital lease obligations.  
The Company expects to recognize a pre-tax gain on the sale of ELI
of Approximately $125 million.

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

                           *     *     *

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


CNA FINANCIAL: Agrees to Sell 7 Million Shares in Public Offering
-----------------------------------------------------------------
CNA Financial Corporation has agreed to sell 7 million shares of
its common stock in a public offering through Citigroup.

The Company also disclosed that it has agreed to sell to Loews
Corporation, the owner of 91% of the Company's common stock, in a
private placement, approximately 7.86 million shares of the its
common stock for the same per share price paid by the underwriters
to the Company in the public offering and repurchase from Loews
all of the shares of the Series H for a purchase price equal to
the $750 million liquidation value of the Series H plus all unpaid
accumulated dividends on the Series H as of the closing date.

The Company intends to finance the repurchase of its Series H with
the proceeds from the public offering and the private placement of
its common stock, together with proceeds from the sale of
approximately $500 million of debt securities.

CNA Financial Corporation (NYSE:CNA) -- http://www.cna.com-- is  
the country's seventh largest commercial insurance writer and the
14th largest property and casualty company.  CNA's insurance
products include standard commercial lines, specialty lines,
surety, marine and other property and casualty coverages.  CNA's
services include risk management, information services,
underwriting, risk control and claims administration.

                         *     *     *

Moody's Investors Service has assigned a Ba2 rating on CNA's
preferred stock effective Nov. 12, 2003.


CNET NETWORKS: Revenue Increases 14% to $92MM in Second Quarter
---------------------------------------------------------------
CNET Networks, Inc., reported revenue results for the second
quarter ended June 30, 2006.

Total revenues for the second quarter were $92 million, a 14
percent increase compared to revenues of $80.4 million for the
same period of 2005.  Revenues for 2005 and 2006 exclude revenues
related to Computer Shopper magazine, which was sold in the first
quarter of 2006 and consequently has been treated as a
discontinued operation in our financial results in both periods.

Cash balances, which include cash, investments and restricted
cash, at the end of the quarter were $143.3 million, compared to
$138.5 million at March 31, 2006.

"We are pleased with the growth of our business during the second
quarter," said Shelby Bonnie, chairman and chief executive officer
of CNET Networks.  "We continued to expand our audience and
customer base across the U.S., Europe and Asia by growing our core
brands and adding new ones, enhancing our position as Internet ad
spending continues to increase."

The company's Board of Directors has established a special
committee of independent directors to review the company's stock
option practices and related accounting.  The special committee
has reached a preliminary conclusion that the actual measurement
dates for certain past stock options granted by the company differ
from the recorded measurement dates.  Accordingly, the company
will be required to restate certain previously issued financial
statements to record non-cash charges for stock-based
compensation.  The company does not expect that the anticipated
restatement will have any impact on its previously reported
revenues or cash positions.  The company will not be in a position
to provide operating expense, operating income, net income or
earnings per share information on a historical basis or as part of
its business outlook pending the completion of the special
committee's review.

                          Business Review

"Our focus during the second quarter was on expanding our
portfolio with smart additions that leverage our expertise in
building global brands for people and the things they are
passionate about.  We are beginning to capitalize on lifestyle
media categories and through the re-launch of Chowhound and the
acquisition of Urban Baby, we are gaining great, established
brands in the food and parenting categories.  We also acquired
xcar.com.cn in China, building on our strong presence in China
while expanding our footprint into the automobile market," said
Mr. Bonnie.

CNET Networks' global network of Internet properties reached an
average of 116.2 million unique monthly users during the second
quarter of 2006(1), an increase of 1 percent from the second
quarter of 2005.  Average daily page views were over 92.8 million
during the second quarter(1), down 5 percent from the year-ago
quarter.

CNET Networks entered two lifestyle categories during the second
quarter of 2006 -- food and parenting -- that align directly with
its goal to provide brands for people and the things they are
passionate about.  Through the well-received beta re-launch of
Chowhound (www.chowhound.com) following the acquisition of that
site during the first quarter, and through the acquisition of
Urban Baby (www.urbanbaby.com), the Company expects to expand its
demographic profile and its appeal to new advertising segments.

                       About CNET Networks

CNET Networks, Inc. (Nasdaq: CNET) is a global media company.  
The company's brands -- CNET, GameSpot, TV.com, MP3.com, Webshots,
BNET and ZDNet -- serve the technology, games and entertainment,
business, and community categories.  CNET Networks was founded in
1993 and has always been "a different kind of media company"
creating engaging media experiences through a combination of
world-class content and technology infrastructure.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 27, 2006,
Standard & Poor's Ratings Services raised its ratings on Internet
publisher CNET Networks Inc., including raising the corporate
credit rating to 'B' from 'B-'.  The outlook is positive.


CNH GLOBAL: Reports Second Quarter Net Income of $147 Million
-------------------------------------------------------------
CNH Global N.V. earned net income of $147 million for the second
quarter ended June 30, 2006, up 29% compared to net income of
$114 million in 2005.  Results include restructuring charges, net
of tax, of $7 million in the second quarter of 2006, and $4
million in the second quarter of 2005.

"CNH's renewed focus on customers and dealers is delivering
increasingly better results," said Harold Boyanovsky, CNH
president and chief executive officer.  "Our Equipment Operations
gross margin improvement has continued into the second quarter, up
2.7 percentage points compared with last year, and we are firmly
on track to meet our targets for the year."

Net sales of equipment, comprising the company's agricultural and
construction equipment businesses, were $3.5 billion for 2006,
compared to $3.4 billion for the same period in 2005.  Net of
currency variations, net sales increased by 2% over the prior
year.

                  CNH Outlook for Full Year 2006

The company expects its net sales of equipment to increase in the
range of 2% to 5%. Continuing pricing and margin improvement
initiatives at Equipment Operations will drive better results.  
Profitability at Financial Services is expected to be up slightly.  
Results of CNH's joint ventures are expected to better than in
2005. The benefit of this improvement at Equipment Operations will
be partially offset by an increase in CNH's effective tax rate, as
previously stated.

Full-year restructuring costs, net of tax, are expected to be
slightly higher than in 2005, as CNH recognizes the balance of the
costs related to the planned manufacturing rationalization in
Europe.

The company's previously announced $120 million contribution to
its U.S. defined benefit pension plan was made in April 2006.  
After considering this contribution, Equipment Operations now
expects slightly better cash generation from working capital
reductions during the year, and to reduce its net debt by
approximately $400 million, as compared with year-end 2005 levels.

CNH Global N.V. (NYSE: CNH) -- http://www.cnh.com/-- is the power  
behind agricultural and construction equipment brands of the Case
and New Holland brand families.  Case New Holland Inc.,
headquartered in Lake Forest, Illinois, is a wholly owned
subsidiary of CNH., and indirectly through its subsidiaries, owns
substantially all of the US assets of CNH.

                         *     *     *

Standard & Poor's Ratings Services rates CNH Global N.V.'s LT
local issuer and LT foreign issuer credits at BB- with a stable
outlook.


COMMSCOPE INC: Earns $46.6 Million in Second Quarter of 2006
------------------------------------------------------------
CommScope, Inc., reported second quarter sales of $411.9 million
and net income of $46.6 million for the second quarter results for
the period ended June 30, 2006.  The reported net income includes
an after-tax gain of $18.6 million related to a recovery on a note
receivable from OFS Bright Wave, LLC, and after-tax charges of
$2.6 million related to restructuring costs.  Excluding these
special items, adjusted second quarter earnings were
$30.6 million.

For the second quarter of 2005, CommScope reported sales of
$336.7 million and net income of $16.3 million.  Second quarter
2005 net income included after-tax restructuring charges of
$1 million.

"We are pleased with the strong revenue and earnings growth that
we delivered in the second quarter," said Frank M. Drendel,
CommScope Chairman and Chief Executive Officer.  "We believe that
our solid financial performance -- notably record sales and orders
during the quarter -- further demonstrates the quality of our
businesses and our operational execution.  We intend to continue
building upon our global leadership position in the 'last mile' of
telecommunications while effectively managing our cost structure.   
We believe that CommScope is well positioned to continue creating
value for our stockholders."

"We are particularly proud of the turnaround we executed in the
Carrier segment.  Through reorganization, focus on productivity
and effective integration, we transformed a business that had
significant historical losses to our highest margin segment in
only two years," noted Mr. Drendel.

                         Sales Overview

Sales for the second quarter of 2006 increased 22.3% year over
year, primarily driven by increased customer demand and price
increases in response to higher raw material costs.

Enterprise segment sales rose 18% year over year to $205.1 million
primarily due to higher sales prices for most cable products and
higher sales volume in North America and Asia.  Information
technology investment, new bandwidth-intensive applications and
development of consolidated data centers are among the ongoing
drivers of the Enterprise business.

Broadband segment sales rose to $136.5 million, up 24.2% year over
year, as a result of both higher prices for coaxial cable products
and increased global sales volumes.  Broadband sales continue to
be positively affected by competition between cable television
operators and telephone companies as they work to provide video,
voice and data services to customers.

Carrier segment sales rose 32.2% year over year to $71.0 million
primarily due to increased demand for Integrated Cabinet Solutions
products.  ICS sales increased significantly as domestic telephone
companies continued investing in their infrastructure to support
video and high-speed data services.  While Wireless sales
increased significantly sequentially, sales rose modestly year
over year as North American market demand softened.

Total international sales rose 17.1% year over year to
$132.9 million, or approximately 32% of total company sales.

Overall external orders booked in the second quarter of 2006 were
$500.9 million, up 45.1% from the year-ago quarter.  Book-to-bill
ratios were positive in all segments with particular strength
continuing in the Enterprise segment.

                   Gain on OFS Note Receivable

During the second quarter of 2006, CommScope received a cash
payment of $29.8 million plus accrued interest of approximately
$0.5 million from OFS BrightWave, LLC.  This payment satisfied the
$30 million outstanding note issued under a revolving credit
facility between CommScope and OFS BrightWave, a venture formed in
2001 by CommScope and The Furukawa Electric Co., Ltd.  The
companies also agreed to terminate the revolving credit facility,
which was created in 2001 and was scheduled to mature in November
2006.  The $30 million long-term note had been considered fully
impaired by CommScope since the Company exited the venture in June
2004.  CommScope recorded a gain of $29.8 million ($18.6 million
after tax) during the second quarter of 2006.

                Global Manufacturing Initiatives

CommScope's second quarter 2006 results reflect pretax
restructuring charges of $4 million ($2.6 million after tax)
primarily for employee-related and equipment relocation costs
associated with the Company's global manufacturing initiatives.

The global manufacturing initiatives, which were announced in
September 2005, continue to progress on schedule.  The Company has
achieved a number of notable accomplishments since the
implementation of its global manufacturing initiatives, including
improved factory efficiency, lower overhead and enhanced customer
service.

As previously announced, CommScope anticipates total annualized
pretax savings of $35 million to $40 million from the initiatives,
which are expected to be completely implemented by early 2007.  
The Company expects to realize about half of these annualized
pretax savings during 2006.

Other Second Quarter 2006 Highlights

   * during the quarter, CommScope announced a number of new
     products, including a new family of dry, loose-tube fiber
     optic cable designs.  The new designs provide for a smaller
     and a more lightweight and craft- friendly cable.

   * CommScope also introduced ExtremeFlex(R), the wireless
     industry's first full line of 50-ohm aluminum transmission
     cables.   Carriers have experienced excellent results from
     smaller diameter ExtremeFlex cables that have been installed
     in thousands of cell sites across North America during the
     past three years.  Customers can now take advantage of a
     broader portfolio of aluminum cables that meet or exceed the
     electrical, mechanical and environmental specifications of
     traditional copper cables.

   * gross margin for the second quarter rose to 26.4%, up more
     than 200 basis points sequentially.  Gross margin improved
     sequentially primarily due to higher sales volumes and
     ongoing cost management programs.

   * SG&A for the second quarter of 2006 was $58.3 million or
     14.1% of sales, compared to $54.0 million or 16.0% of sales
     in the year-ago quarter.  SG&A declined as a percentage of
     sales primarily due to higher sales levels and ongoing cost
     management.

   * second quarter 2006 results include $1.1 million (pretax) of
     equity-based compensation expense in accordance with SFAS No.
     123(R).

   * operating income for the second quarter of 2006 was
     $38.1 million or 9.2% of sales.  Excluding restructuring
     costs, operating income would have been $42.1 million or
     10.2% of sales.  In the year-ago quarter, operating income
     was $24.6 million or 7.3% of sales.  Adjusted operating
     income was $26.2 million or 7.8% of sales for the second
     quarter of 2005, excluding restructuring charges.

   * total depreciation and amortization expense was $14.2 million
     for the second quarter, which included $3.5 million of
     intangibles amortization.

   * net cash provided by operating activities in the second
     quarter was $15.0 million.  Capital spending in the quarter
     was $8.3 million.

                             Outlook

CommScope management provided these guidance for the third quarter
and calendar year 2006:

   * for the third quarter of 2006, revenue is expected to be in
     the range of $420 million to $435 million and operating
     margin is expected to be in the 10.5%-11.5% range, excluding
     special items.

   * for calendar year 2006, revenue is expected to be in the
     range of $1.56 billion to $1.59 billion and operating margin
     is expected to be in the 9.0% to 9.5% range, excluding
     special items.

   * higher expected tax rate of 30%-34% in the second half of the
     year, primarily due to changes in the mix of international
     and domestic income.

"We delivered strong financial results in the second quarter and
we are raising our sales and operating income guidance for
calendar year 2006 to reflect the expectation of improving
Enterprise sales volume, higher sales prices and ongoing cost
management," said Jearld L. Leonhardt, Executive Vice President
and Chief Financial Officer.

Headquartered in Hickory, North Carolina, CommScope, Inc. (NYSE:
CTV) -- http://www.commscope.com/-- designs and manufactures  
"last mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It is also
the world's largest manufacturer of coaxial cable for Hybrid Fiber
Coaxial applications. Backed by strong research and development,
CommScope combines technical expertise and proprietary technology
with global manufacturing capability to provide customers with
high-performance wired or wireless cabling solutions.

                         *     *     *

CommScope, Inc.'s 1% Convertible Senior Subordinated Debentures
due 2024 carry Moody's Investors Service's B1 rating and Standard
& Poor's B+ rating.


COMPLETE RETREATS: Paying $400,000 of Potential Lenders' Expenses
-----------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates obtained authority
from the U.S. Bankruptcy Court for the District of Connecticut to
advance up to $400,000 to cover due diligence and related expenses
of potential postpetition lenders.

As reported in the Troubled Company Reporter on July 27, 2006,
the Debtors are seeking up to $85,000,000 in postpetition
financing, and have recently received non-binding term sheets from
potential postpetition lenders and intend to negotiate with two of
them, if possible, to obtain the best available terms.

As a condition to pursuing a financing arrangement with the
Debtors, Holly Felder Etlin, the Debtors' chief restructuring
officer, said that every potential lender has required that
the Debtors advance funds to pay their expenses incurred in
gathering and reviewing information to enable them to finalize a
financing proposal.  Unless and until the funds are advanced,
potential lenders will not begin their due diligence in earnest.

Ms. Etlin told the Court that the maximum amount the Debtors
would be required to pay is reasonable and relatively small when
compared to both the amount of the likely postpetition facility
itself and the amount that they expect to save in interest,
costs, and fees by negotiating a postpetition facility on the
most favorable terms.

Moreover, parties-in-interest will be afforded an opportunity to
object to the specific terms and conditions contained in any
postpetition credit agreement.

The Debtors have secured a short-term $10,000,000 postpetition
revolving line of credit with The Patriot Group, LLC, to give
them some time to secure a longer-term DIP financing arrangement.

                     About Complete Retreats

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


COMPLETE RETREATS: Court Fixes November 27 as Claims Bar Date
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut set
Nov. 27, 2007, as the deadline for all creditors, except
governmental units, owed money by Complete Retreats LLC and its
debtor-affiliates on account of claims arising prior to the
bankruptcy filing, to file their proofs of claim.

Creditors must file their written proofs of claim on or before
the Claims Bar Date, and those forms must be delivered to:

          United States Bankruptcy Court
          District of Connecticut, Bridgeport Division
          915 Lafayette Blvd.
          Bridgeport, Connecticut 06604

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


COOPER TIRE & RUBBER: Board Names Byron Pond as Interim CEO
-----------------------------------------------------------
The Board of Directors of Cooper Tire & Rubber Company appointed
Byron O. Pond as interim Chief Executive Officer following Thomas
A. Dattilo's resignation from the Company on Aug. 2, 2006.

Mr. Pond will receive base compensation at the rate of $850,000
per year and will receive a stock grant with a value of $185,000
priced at the closing market price for the Registrant's common
stock on the first day of trading during each three-month period
in which he occupies the position of interim Chief Executive
Officer.  

Mr. Pond will also continue to be compensated as a Director of the
Company under the compensation arrangements applicable to its
Directors.

                      About Cooper Tire

Headquartered in Findlay, Ohio, Cooper Tire & Rubber Company --
http://www.coopertire.com/-- specializes in the design,   
manufacture and sale of passenger, light & medium truck tires and
has subsidiaries specializing in motorcycle and racing tires, as
well as tread rubber and related equipment.  The company has 39
manufacturing, sales, distribution, design and technical
facilities around the world.


COOPER TIRE: Pre-Tax Losses Prompt Moody's to Downgrade Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings of Cooper Tire &
Rubber Company's, Corporate Family rating to B2 from Ba3, and
lowered the company's Speculative Grade Liquidity rating to SGL-3
from SGL-2.  The action follows Cooper Tire's second quarter
announcements of pre-tax losses of approximately $27 million,
$35 million for the first half of 2006, and the resignation of its
CEO.

Cooper Tire's performance has been adversely affected by weak
replacement tire demand in its core North American market and
elevated raw material costs, which, to date, have not been
fully recovered through pricing actions.  While Cooper Tire
has marginally increased its share in a declining market, the
impact of lower volumes, un-recouped material costs, and reduced
overhead absorption following temporary plant shutdowns designed
to reduce inventory levels contributed to losses and a cash burn
for the quarter.  The outlook remains negative.

Ratings downgraded:

   * Corporate Family to B2 from Ba3
   * Senior Unsecured Notes to B2 from Ba3
   * Unsecured shelf to (P)B2 from (P)Ba3
   * Preferred shelf to (P)Caa2 from (P)B3
   * Speculative Grade Liquidity rating to SGL-3 from SGL-2

The company's Not Prime Short Term ratings have been withdrawn as
Cooper Tire has discontinued its commercial paper program.

During the quarter, Cooper Tire's shipments in its North American
operations declined 5% from prior year periods and compared to
Rubber Manufacturing Association member shipments which declined
7%.  Despite an improvement in the mix of tires sold and improved
pricing, the unit reported an operating loss as it experienced
substantially higher raw material costs for synthetic and natural
rubber and carbon black.

The company's 51% owned Cooper Chengshan subsidiary remained
profitable, and Cooper Tire's wholly-owned international
operations generated a small profit.  Results have been below
prior expectations, debt coverage ratios have deteriorated, and
financial leverage measured on a debt basis for its wholly-owned
operations has increased.

Replacement tire demand in North America remains uncertain and
tire manufacturers face challenging markets in which it may be
increasingly difficult to recover higher costs.  The company has
not announced any revisions to its corporate strategy and has
initiated a search for a new CEO.  Accordingly, the Corporate
Family rating has been downgraded to B2.  Ongoing uncertainty of
underlying replacement tire demand in North America and elevated
raw material costs could continue to pressure results and supports
a negative outlook.

The company's consolidated cash and temporary investments declined
from $194 million at the end of March to $105 million
at the end of June with a significant portion located offshore.   
Cooper Tire, ex-Chengshan, does not face any significant debt
maturities until 2009.  Seasonal working capital, special payment
terms made available during the quarter, and raw material
increases placed pressure on cash flows, and consolidated balance
sheet debt increased $56 million during the quarter with
$40 million drawn under the company's $175 million revolving
credit.

Seasonal factors, resumption of normal trade terms, incremental
pricing actions, lower levels of capital expenditures, a slower
pace of investment at Cooper Kenda, and increased manufacturing
efficiencies are anticipated to stabilize cash flow over the
second half of 2006.  But, working capital requirements will
resume in early 2007, making cash flow over the coming twelve
months more uncertain to forecast.  The company was in compliance
with its financial covenants under its revolving credit facility,
but headroom has narrowed under financial covenants in its
revolving credit facility.  Applicable lien basket language under
its borrowing arrangements provide flexibility for alternative
liquidity planning.  Consequently, the company's liquidity profile
has diminished, but remains adequate at the SGL-3 level.

Cooper Tire & Rubber Company, headquartered in Findlay, Ohio,
specializes in the design, manufacture and sale of passenger,
light & medium truck tires and has subsidiaries specializing in
motorcycle and racing tires, as well as tread rubber and
related equipment.  The company has 60 manufacturing, sales,
distribution, design and technical facilities around the
world. Revenues in 2005 were approximately $2.2 billion.


COTT CORPORATION: Forms Two Business Units Under New Structure
--------------------------------------------------------------
Cott Corporation reported changes to its senior management
structure, roles and responsibilities, as well as the addition of
two new executives to its senior management team.

Under its new structure, two business units, North America and
International, are created to focus on customer management,
channel development, sales, and marketing.

Leading the North American business unit as president will be John
Dennehy, currently Senior Vice President of Sales and Marketing
for North America.  Mr. Dennehy has more than 25 years of
experience in the North American beverage industry and was one of
of the Company's first U.S. employees when he joined the Company
in 1991 and played a key role in the Company's recent North
American realignment.

Wynn Willard was hired as president for the International business
unit.  Mr. Willard has extensive senior leadership experience with
major international consumer packaged goods companies including
Cadbury Schweppes, Nabisco and Hershey Foods.  He has been
president of Planters Company, chief executive officer of Nabisco
Ltd. and most recently, chief executive officer of New World Pasta
Company.

Clyde Preslar remains as chief financial officer.  Mr. Preslar
joined the Company in August of last year after spending nine
years as chief financial officer of Lance Inc., a U.S.
manufacturer of branded and retailer brand snack foods.

As a result of the changes, three senior executives will be
leaving the Company.  The executives are, Mark Benadiba, executive
vice president of North American Operations; Colin Walker, senior
vice president of Corporate Resources; and Andrew Murfin, Managing
Director of the U.K. and Europe.

"These three men are highly respected professionals and they
should be commended for their significant contributions to Cott,"
Brent Willis, Cott's president and chief executive officer, said.
"We want to thank them for their commitment and dedication to the
Company."

The Company further disclosed that the senior management changes
are effective Aug. 1, 2006.

Headquartered in Toronto, Ontario, Canada, Cott Corporation
(NYSE:COT; TSX:BCB) -- http://www.cott.com/-- is a non-alcoholic  
beverage company and a retailer brand beverage supplier.  The
Company commercializes its business in over 60 countries
worldwide, with its principal markets being the United States,
Canada, the United Kingdom and Mexico.  Cott markets or supplies
over 200 retailer and licensed brands, and Company-owned brands
including Cott, Royal Crown, Vintage, Vess and So Clear.  Its
products include carbonated soft drinks, sparkling and flavoured
mineral waters, energy drinks, juices, juice drinks and smoothies,
ready-to-drink teas, and other non-carbonated beverages.

                         *     *     *

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

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


DAVITA INC: Earns $64.3 Million in Quarter Ended June 30
--------------------------------------------------------
DaVita Inc. reported income from continuing operations for the
three and six months ended June 30, 2006 of $64.3 million and
$122.1 million respectively, as compared with $48.1 million and
$100.1 million respectively for the same periods of 2005.

Net income including discontinued operations for the three and six
months ended June 30, 2006 was $63.2 million and $120.7 million or
respectively.

The Company disclosed operating cash flow for the three months
ended June 30, 2006 was $256 million and free cash flow was
$227 million.  For the rolling 12-months ended June 30, 2006
operating cash flow was $572 million and free cash flow was
$482 million, in each case excluding the tax benefit from stock
option exercises and an $85 million income tax payment associated
with the divestiture of centers in conjunction with the Gambro
Healthcare acquisition.

Operating income for the three months and six months ended
June 30, 2006, was $172 million and $334 million, respectively.  

Headquartered in El Segundo, California, DaVita, Inc. (NYSE: DVA)
-- http://www.davita.com-- operates a chain of dialysis centers
in the US.  DaVita has more than 1,200 centers in nearly 40 states
and Washington, DC; the centers provide dialysis and related
services to patients suffering from chronic kidney failure.  The
firm also provides home-based dialysis and pre- and postoperative
kidney transplant care, as well as inpatient dialysis services in
some 795 hospitals.  Subsidiary DaVita Clinical Research conducts
clinical trials for devices and drugs in the renal-related field
for pharmaceutical and medical device firms.

                         *     *     *

The Company's 6-5/8% Senior Notes due Mar. 15, 2013, carries
Standard & Poor's Ratings Services' B rating.


DEAN FOODS: Earns $171.3 Million for the Second Quarter of 2006
---------------------------------------------------------------
Dean Foods Company reported consolidated operating income in the
second quarter of 2006 of $171.3 million, a 7% increase from
$159.7 million in the second quarter of 2005.

Adjusted second quarter operating income totaled $174.2 million,
an increase of 7% from $162.2 million in the second quarter of
2005.

Adjusted net income for the second quarter was $76.6 million,
versus $75.5 million reported in the second quarter of 2005.

Net sales for the second quarter totaled $2.5 billion, a decrease
of 1% from the second quarter of 2005.

At June 30, 2006, long-term debt was under $3.4 billion, including
$182 million due within one year, and approximately $1.1 billion
of the Company's senior credit facility was available for future
borrowings.

The Company has made the decision to sell its Iberian operations
and took a $46.4 million impairment charge in the second quarter
relative to the reclassification of Iberian as a discontinued
operation.

                         Recent Events

Jack F. Callahan Jr. began his tenure, on May 2006, as executive
vice president and chief financial officer of Dean Foods.
Mr. Callahan served as senior vice president of Corporate Strategy
and Development at PepsiCo.

The Company made open market purchases of its common stock
totaling 3.3 million shares for a total cost of $120 million,
during the quarter.  The Company has a total of $183 million
remaining under its repurchase authorizations.
  
During the quarter, the Company issued $500 million of 7% senior
unsecured bonds due in 2016.  Proceeds from the offering were used
to pay down a commensurate amount of outstanding debt on the
Company's revolving credit facility.

                        About Dean Foods

Dean Foods Company is a food and beverage company in the U.S.  Its
Dairy Group division is the largest processor and distributor of
milk and other dairy products in the country, with products sold
under more than 50 familiar local and regional brands and a wide
array of private labels.  The Company's WhiteWave Foods subsidiary
markets and sells a variety of dairy and dairy-related products,
such as Silk soymilk, Horizon Organic milk and other dairy
products and International Delight coffee creamers.  WhiteWave
Foods' Rachel's Organic brand is the largest organic milk brand
and second largest organic yogurt brand in the United Kingdom.

                         *     *     *

As reported in the Troubled Company Reporter on May 15, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Dean Foods Inc.'s proposed issue of $300 million 10-year notes.
The notes are a drawdown from a Rule 415 shelf filing.  As senior
unsecured obligations, the rating is notched down twice from the
'BB+' corporate credit rating on the company because of the amount
of secured debt outstanding.

As reported in the Troubled Company Reporter on May 12, 2006,
Moody's assigned a Ba2 rating to the $300 million senior unsecured
bonds issued by Dean Foods Company from its shelf and affirmed the
company's other ratings with a stable outlook.


DELTA AIR: Wants Court Okay on Fee Committee & Procedures Protocol
------------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates and the Official
Committee of Unsecured Creditors jointly ask the U.S. Bankruptcy
Court for the Southern District of New York to approve and
implement the Fee Committee and Fee Procedures Protocol.

The Protocol reflects the agreement among the Debtors, the
Creditors Committee, and the U.S. Trustee as to the formation of
the Fee Committee and the rules governing its operation.

The Fee Committee will be primarily mandated to review interim
and final fee applications submitted by professionals retained in
the Debtors' Chapter 11 cases for reasonableness of fees and out-
of-pocket expenses and compliance with the applicable provisions
of the Bankruptcy Code and the applicable guidelines of the U.S.
Trustee.

The Fee Committee will consist of up to three representatives of
each of the Debtors, the Creditors Committee, and the U.S.
Trustee.  The members will receive no compensation for their
service on the Fee Committee or time expended on Fee Committee
matters, but are entitled to seek reimbursement for reasonable,
documented out-of-pocket costs and expenses from the estates.

The Protocol also addresses various administrative issues
associated with the administration of the Fee Committee, including
procedures for subsequent retentions and retentions by the Fee
Committee of a professional fee analyst to assist the Fee
Committee in the effective discharge of its duties,

The U.S. Trustee has indicated that it has no objection to the
Protocol or the formation of the Fee Committee.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DELTA AIR: Gets Court Nod to Amend and Assume Discover Agreement
----------------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to enter into an Amendment and to assume the
Agreement, as amended, with Discover Financial Services LLC.

As reported in the Troubled Company Reporter on July 21, 2006,
Delta Air, and Discover, are parties to a Master Services
Agreement dated December 9, 1985, under which Discover operates
and administers a merchant authorization and settlement program
for transactions involving Discover credit cards.

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

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

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

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

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

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

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 38; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


DEVELOPERS DIVERSIFIED: Earns $64.9 Million in Second Quarter
-------------------------------------------------------------
Developers Diversified Realty Corporation reported operating
results for the second quarter ended June 30, 2006.

   -- core portfolio leased percentage increased 40 basis points
      over the prior year to 96%;
    
   -- executed leases during the second quarter totaled
      approximately 1.75 million square feet, including 116 new
      leases and 178 renewals;
    
   -- base rents increased 21% on new leases, 10.8% on renewals
      and 12.9% on a blended basis;
    
   -- same store net operating income for the quarter increased
      3.3% over the prior year.
    
Scott Wolstein, Developers Diversified's Chairman and Chief
Executive Officer stated, "I'm pleased to report this quarter's
results, which reflect approximately $33 million in merchant
building gains from sales to Macquarie DDR Trust, as well as solid
portfolio fundamentals.  Based on meetings with retailers at the
International Council of Shopping Centers convention in May, we
expect demand for space to remain robust for the 2007 and 2008
seasons.  From a balance sheet perspective, we were upgraded to
Baa2 by Moody's during the quarter, which supported the pricing
and operating improvements we made to our unsecured credit
facilities in June."

                        Financial Results

Funds From Operations, a widely accepted measure of a Real Estate
Investment Trust performance, available to common shareholders was
$109.8 million, as compared to $92.5 million for the three months
ended June 30, 2006 and 2005, respectively, an increase of 18.7%.  
Net income available to common shareholders was $64.9 million for
the three months ended June 30, 2006, as compared to $54.2 million
for the prior comparable period.  The increase in net income and
FFO for the three months ended June 30, 2006, is primarily related
to an increase in gain on sale of real estate assets through the
Company's merchant building program as compared to 2005.

FFO available to common shareholders was $196.0 million, as
compared to $191.6 million for the six months ended June 30, 2006
and 2005, respectively, an increase of 2.3%.  Net income available
to common shareholders was $100.9 million for the six months ended
June 30, 2006, as compared to $145.9 million for the prior
comparable period.  The decrease in net income for the six months
ended June 30, 2006, is primarily related to a decrease in gain on
sale of real estate assets as compared to 2005.

                             Leasing

Leasing activity continues to be strong throughout the portfolio.   
During the second quarter of 2006, the Company executed 116 new
leases aggregating 967,351 square feet and 178 renewals
aggregating 765,326 square feet.  Rental rates on new leases
increased by 21.0% and rental rates on renewals increased by
10.8%. On a blended basis, rental rates for new leases and
renewals increased by 12.9%.  At June 30, 2006, the average
annualized base rent per occupied square foot, including those
properties owned through joint ventures, was $11.64, as compared
to $11.27 at June 30, 2005.

At June 30, 2006, the portfolio, including those properties owned
through joint ventures, was 96.2% leased.  Excluding the impact of
the properties acquired from Mervyns, the core portfolio was 96.0%
leased, as compared to 95.6% at June 30, 2005.  These percentages
include tenants for, which signed leases have been executed and
occupancy has not occurred.  Based on tenants in place and
responsible for paying rent as of June 30, 2006, the portfolio was
95.2% occupied.  Excluding the impact of the properties acquired
from Mervyns, the core portfolio was 95.0% occupied, as compared
to 95.0% at June 30, 2005.

               Strategic Real Estate Transactions

MDT Joint Ventures

During the second quarter of 2006, the Company sold seven
properties, aggregating 0.8 million owned square feet, to the MDT
Preferred Joint Venture, a newly formed joint venture with
Macquarie DDR Trust, for approximately $122.7 million and
recognized gains totaling approximately $38.5 million of which
$32.5 million represented merchant building gains from recently
developed shopping centers.

Under the terms of the new MDT Preferred Joint Venture, MDT
receives a 9% return on its preferred equity investment of
approximately $12.2 million and then receives a 10% return on its
common equity investment of approximately $20.8 million before DDR
receives a 10% return on its common equity investment.  DDR is
then entitled to a 20% promoted interest in any cash flow achieved
above a 10% leveraged IRR on all common equity.

The Company remains responsible for all day-to-day operations of
the properties and receives ongoing fees for property management,
leasing and construction management, in addition to a promoted
interest, along with other periodic fees such as financing fees.

In addition, in July 2006, the Company sold two additional
expansion areas in McDonough, Georgia and Coons Rapids, Minnesota
to the MDT Joint Venture for approximately $10.1 million.  These
expansion areas are adjacent to shopping centers currently owned
by the MDT Joint Venture.  The Company anticipates recording
merchant building gains of approximately $3 million in the third
quarter relating to these sales.

Coventry II Joint Venture

In May 2006, the Coventry II Joint Ventures acquired three assets
located in Cincinnati, Ohio; Benton Harbor, Michigan and Dallas,
Texas at an aggregate cost of approximately $225 million.  The
Company is responsible for all day-to-day operations of the
properties and receives its share of ongoing fees for property
management, certain leasing, construction management, and
construction oversight, in addition to a promoted interest in the
three properties acquired.

Service Merchandise Joint Venture

In June 2006, the Company exercised its purchase and sale rights
under the Service Merchandise Joint Venture agreement, and agreed
to purchase its partners' approximate 75% interest in the
remaining 52 assets owned by the Joint Venture.  The Company
expects to complete this acquisition in August 2006 at an expected
gross purchase price of approximately $138 million relating to our
partners' approximately 75% interest, based on a total valuation
of approximately $185 million for all remaining aspects.  
Following this acquisition, the Company expects to sell the assets
to the Coventry II Joint Venture and anticipates recording a gain
of approximately $5 million of which $3 million will be included
in FFO.

                          Acquisitions

In April 2006, the Company acquired its partner's 50% ownership
interest in the Deer Valley Towne Center located in Phoenix,
Arizona for approximately $15.6 million in addition to assuming
the partner's proportionate share of the $17.3 million of existing
mortgage debt (or $8.65 million).  The total shopping center was
valued at approximately $48.2 million.  Following the date of
acquisition, this previously unconsolidated joint venture is
consolidated into the Company's consolidated financial statements.

                           Expansions

During the six month period ended June 30, 2006, the Company
completed three expansions and redevelopment projects located in
Ocala, Florida; Rome, New York and Mooresville, North Carolina at
an aggregate cost of $15.9 million.  The Company is currently
expanding/redeveloping nine shopping centers located in Gadsden,
Alabama; Lakeland, Florida; Stockbridge, Georgia; Ottumwa, Iowa;
Gaylord, Michigan; Olean, New York; Bayamon, Puerto Rico; Ft.
Union, Utah and Brookfield, Wisconsin at a projected aggregate
cost of approximately $57.2 million.  The Company anticipates
commencing construction on five additional expansion and
redevelopment projects at shopping centers located in Birmingham,
Alabama; Crystal River, Florida; Hamilton, New Jersey; Amherst,
New York and Stow, Ohio.

Five of the Company's joint ventures are currently
expanding/redeveloping their shopping centers located in Phoenix,
Arizona; Lancaster, California; Benton Harbor, Michigan; Kansas
City, Missouri and Cincinnati, Ohio at a projected incremental
cost of approximately $82.8 million.  Two of the Company's joint
ventures anticipate commencing expansion/redevelopment projects at
their shopping centers located in Deer Park, Illinois and
Kirkland, Washington.

   Development (Wholly Owned and Consolidated Joint Ventures)

As of June 30, 2006, the Company has substantially completed the
construction of the Freehold, New Jersey shopping center, which
has an aggregate cost of $25.4 million.

The Company currently has nine shopping center projects under
construction.  These projects are located in Miami, Florida;
Nampa, Idaho; McHenry, Illinois; Chesterfield, Michigan; Seabrook,
New Hampshire; Horseheads, New York; Apex, North Carolina (Beaver
Creek Crossings - Phase I, which is being developed through a
joint venture with First Carolina Properties); Pittsburgh,
Pennsylvania and San Antonio, Texas, (which is being developed
through a joint venture with David Berndt Interests).  These
projects are scheduled for completion during 2006 through 2007 at
a projected aggregate cost of approximately $517 million and will
create an additional 4.7 million square feet of gross leasable
retail space.  At June 30, 2006, approximately $257.2 million of
costs were incurred in relation to these development projects.

The Company anticipates commencing construction in 2006 on two
additional shopping centers located in Homestead, Florida and
McKinney, Texas.  These projects have an estimated aggregate cost
of $59.3 million and will create an additional 0.5 million square
feet of gross leasable retail space.

                    Development (Joint Ventures)

Four of the Company's joint ventures currently have shopping
center projects under construction.  These projects have an
aggregate projected cost of approximately $210.5 million. T hese
projects are located in Merriam, Kansas; Apex, North Carolina
(Beaver Creek Crossings - South, adjacent to a wholly owned
development project); Allen, Texas and San Antonio, Texas. The
projects located in Merriam, Kansas; Allen, Texas and San Antonio,
Texas are being developed through the Coventry II program.  The
majority of the project located in San Antonio, Texas was
substantially completed during 2005.  The remaining three projects
are scheduled for completion during 2007 and 2008.  At June 30,
2006, approximately $72.4 million of costs were incurred in
relation to these development projects.

                            Financing

In June 2006, the Company amended and restated its senior
unsecured credit facility to expand the facility from $1 billion
to $1.2 billion and add an accordion feature to increase the
facility, at the Company's option, up to $1.4 billion.  The
Company reduced interest rate pricing to LIBOR plus 60 basis
points, based on the Company's current corporate credit ratings
(Baa2 stable from Moody's and BBB stable from Standard and Poors)
and extended the maturity to June 2010.

The Company also amended its $60 million unsecured credit facility
with National City Bank to reflect consistent terms, pricing and
maturity as in the $1.2 billion senior unsecured credit facility.  
In addition, its $400 million secured term loan was amended to add
an accordion feature to increase the loan, at the Company's
option, up to $500 million and make similar covenant
modifications.

Developers Diversified Realty Corporation (NYSE: DDR) --
http://www.ddr.com/-- currently owns and manages approximately  
500 retail operating and development properties in 44 states, plus
Puerto Rico, comprising approximately 114 million square feet of
real estate.  Developers Diversified Realty is a self-administered
and self-managed real estate investment trust (REIT) operating as
a fully integrated real estate company which acquires, develops,
leases and manages shopping centers.

                         *     *     *

Developers Diversified Realty Corp's Preferred stock has Fitch
Ratings' BB+' rating.  Fitch said the Rating Outlook is Stable.


EASTMAN KODAK: Weak Profitability Prompts S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on Eastman
Kodak Co. (B+/Watch Neg/--) on CreditWatch with negative
implications.  The Rochester, New York-based imaging company had
$3.5 billion in debt as of June 30, 2006.

"We are concerned that currently weak profitability and a slower-
than-anticipated revenue growth in the company's emerging digital
business will not offset the rapid decline in its traditional
business," said Standard & Poor's credit analyst Tulip Lim.

Kodak has announced that it anticipates digital revenue growth for
full-year 2006 slowing to 10%, compared with its previous
expectation of 16%-22%.  Digital revenue increased only 6% in the
second quarter of 2006.  In its traditional business, the company
expects a 22% decline in revenues, at the higher end of its
previously forecast decline of between 16% and 22%.

In resolving the CreditWatch listing, Standard & Poor's will
include an updated assessment of the company's near- and
intermediate-term profit and cash flow potential in light of the
difficult operating environment, competition, and slower-than-
expected digital sales growth.

Standard & Poor's evaluation will also consider the magnitude and
use of proceeds from the potential sale of Kodak's Health group
and the burden of the company's unfunded postretirement benefit
obligations on its financial profile.


EDGEWATER MEDICAL: Wins $13 Mil. Judgment Against Mgmt. Companies
-----------------------------------------------------------------
The Hon. Bruce W. Black of the U.S. Bankruptcy Court for the
Northern District of Illinois partly approved Edgewater Medical
Center's request for summary judgment against Peter Rogan,
Braddock Management L.P., Bainbridge Management L.P., and
Bainbridge Management, Inc.

The Debtor filed an adversary complaint against its former
management companies and their sole partner asserting claims for:

   * breach of fiduciary duty,
   * breach of contract, and
   * indemnification.

The Debtor moved for summary judgment, seeking:

   * forfeiture of all compensation paid to the
     management Companies,

   * attorneys fees, and

   * prejudgment interest.

                      Defendants' Objections

The Defendants argued that:

   -- the forfeiture damages on the Debtor's breach of contract
      and breach of fiduciary duty claims are duplicative and
      therefore may not support forfeiture or disgorgement
      remedies;

   -- Under Illinois law, the Moorman doctrine, otherwise known as
      the "economic loss doctrine," bars the Debtor's move for
      forfeiture because the basis of all the Defendants' duties
      to the Debtor is a contract and the contract prohibited
      Medicare fraud, which is the source of the Debtor's claim.
      The Moorman doctrine allows only contract damages to be
      awarded for the breach of a fiduciary duty pursuant to the
      contract; and

   -- the line of cases supporting complete forfeiture of a
      breaching fiduciary's compensation applies only to employees
      breaching fiduciary duties to their employers.

                       The Debtor Responded

The Debtor argued that:

   -- the Defendants miss the point of the Moorman doctrine
      because the Defendants refer to the breach of fiduciary duty
      cause of action as one sounding in tort.  Illinois applies
      the economic loss doctrine exclusively to tort claims and
      not to breach of fiduciary duty;

   -- Under the Illinois law, any agent that breaches its
      fiduciary duty to its principal is subject to complete
      forfeiture of any compensation during the term of the
      breach.

Specifically, the Debtor seeks forfeiture damages of:

   * "Monthly Fixed Fees" and "Annual Percentage Fees" amounting
     to $11,793,468.63 pursuant to the Defendants' breach of
     fiduciary duty entered prior for the period beginning in 1995
     through 2000.  Originally, the amount of those fees is
     $11,600,530.83, but the Debtor contended that the difference
     of $192,937.80 is due to a computation error by the
     Defendants;

   * "Administrative Manager Reimbursement" amounting to
     $9,198,536.91 pursuant to the management agreements;

   * "Exclusive Corporate Services" amounting to $1,488,837.98
      pursuant to the management contracts during the period of
      breach; and

   * indemnification provision in the management agreements.

                         Court's Decision

In a decision published at 2006 WL 1793563, Judge Black held that:

   -- the Defendants waived their argument that the Debtor's
      claims against them for breach of contract and breach of
      fiduciary duty were duplicative and could not coexist where,
      on the Debtors' early summary judgment as to liability, the
      Defendants didn't argue that the two claims could not
      coexist;

   -- Under the Illinois law, the mere fact that a fiduciary duty
      has its roots in an underlying contract is itself no barrier
      to awarding forfeiture damages based on a breach of
      fiduciary duty;

   -- the economic loss doctrine did not bar the Debtor's request
      for forfeiture; and

   -- the complete forfeiture of all compensations the Defendants
      received during the period of breach, more than $13 Million,
      was warranted based on the Defendant's ongoing and severe
      breach of fiduciary duty to the Debtor.

In addition, Judge Black:

   -- awarded the Debtor $11,600,530.83 for forfeiture of both
      "Monthly Fixed Fees" and "Annual Percentage Fees".  The
      Court added that the Debtor might seek any discrepancy from
      that amount at the trial.

   -- denied forfeiture of "Administrative Manager Reimbursement"
      pursuant to the management contract because the parties
      dispute the meaning of the contract provision, and
      inappropriate for decision.  The Court ruled that the
      parties should clarify the scope of their authority over
      these "Administrative Managers" and provide any facts
      related to whether the payments made to the Defendants
      pursuant to the contract provision constituted
      "compensation";

   -- awarded the Debtor forfeiture of $1,488,837.98 in payments
      of "Exclusive Corporate Services"; and

   -- denied the Debtor's request for damages pursuant to the
      indemnification provision in the management agreements.

Judge Black held that the language of the parties' indemnification
agreement was not so clear as to require, on summary judgment,
reimbursement of all expenditures caused by defendants' breach,
including the compensation paid pursuant to the management
contracts.

In this litigation (Adv. Pro. No. 04-02327), Vincent J. Connelly,
Esq., Phillip S. Reed, Esq., Debra L. Bogo-Ernst, Esq., and Sean
Dailey, Esq., at Mayer, Brown, Rowe & Maw represented the
Defendants, and Eugene Crane, Esq., and Arthur Simon, Esq., at
Dannen, Crane, Heyman & Simon, represented the Trustee.

Based in Chicago, Illinois, Edgewater Medical Center is
a non-for-profit corporation that operates a hospital.  The
Company filed for chapter 11 protection on Feb. 25, 2002
(Bankr. N.D. Ill. Case No. 02-07378).  Scott T. Mendeloff, Esq.,
Gabriel Aizenberg, Esq., Eric S. Pruitt, Esq., and Shelly A.
DeRouse, Esq., at Sidley Austin Brown & Wood represents the
Debtor.


ENDURANCE SPECIALTY: Buys $235MM of Reinsurance from Shackleton
---------------------------------------------------------------
Endurance Specialty Holdings Ltd.'s subsidiary, Endurance
Specialty Insurance Ltd., acquired $235 million of multi-year,
collateralized catastrophe reinsurance from Shackleton Re Limited,
a Cayman Islands reinsurance company.  This new reinsurance is
designed to enhance Endurance's ability to manage risk related to
large natural catastrophes in the United States.

The reinsurance consists of three separate coverages.  The first
coverage is $125 million of reinsurance for earthquake risk in
California over the next 18 months.  The second coverage consists
of $60 million of protection for hurricanes in the U.S. Northeast,
Gulf Coast and certain inland states over the next two years.  The
final coverage provides $50 million of reinsurance for losses over
the next two years resulting from hurricanes or California
earthquakes following occurrence of a major hurricane or
California earthquake during the same year.

"These transactions provide Endurance with significant catastrophe
reinsurance protection while continuing to optimize the use of our
capital," Kenneth J. LeStrange, President, Chairman and Chief
Executive Officer of Endurance, commented.  "The $235 million of
new protection provided by this multi-year collateralized
reinsurance, when combined with our existing capital, reinsurance
and retrocessional protection, provides us with significant
capital strength to provide for our clients and to continue to
build our business."

On Aug. 1, 2006, Shackleton Re financed the reinsurance coverage
through the issuance of a $125 million risk-linked catastrophe
bond pursuant to Rule 144A under the Securities Act of 1933 and
the entrance into a $110 million multi-year risk-linked credit
facility.  Goldman, Sachs & Co. acted as the initial purchaser for
the catastrophe bond and as sole lead arranger, sole bookrunner,
and administrative agent for the credit facility.

                    About Endurance Specialty

Based in Pembroke, Bermuda, Endurance Specialty Holdings Ltd.
(NYSE: ENH) -- http://www.endurance.bm/-- is a provider of  
property and casualty insurance and reinsurance.  Through its
operating subsidiaries, Endurance currently writes property per
risk treaty reinsurance, property catastrophe reinsurance,
casualty treaty reinsurance, property individual risks, casualty
individual risks, and other specialty lines.  

Headquarters:

     Wellesley House
     90 Pitts Bay Road
     Pembroke HM 08, Bermuda

Mailing Address:

     Endurance Specialty Holdings Ltd.
     Suite No. 784, No. 48 Par-la-Ville Road
     Hamilton HM 11, Bermuda.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 31, 2006,
Standard & Poor's Ratings Services assigned its preliminary 'BBB'
senior debt, 'BBB-' subordinated debt, 'BB+' junior subordinated,
and 'BB+' preferred stock ratings to Endurance Specialty Holdings
Ltd.'s (BBB/Positive/--) recently filed universal shelf.  The new
shelf has an undesignated notional amount in accordance with the
new SEC rules effective Dec. 1, 2005.


ENERGAS RESOURCES: Makes Final Payments to Double G Energy
----------------------------------------------------------
Energas Resources, Inc. has paid the final two payments to Double
G Energy, Inc.

The final payments complete the purchase of Double G's interest in
the Pulaski County, Kentucky gas field and puts an end to the
claims, disputes and pending litigation existing between Energas
and Double G Energy, Inc.

                      Going Concern Doubt

Murrell, Hall, McIntosh & Co., PLLP, in Oklahoma City, Oklahoma,
raised substantial doubt about Energas Resources, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Jan. 31,
2006.  The auditor pointed to the Company's recurring operating
losses and negative working capital.

Based in Oklahoma City, Oklahoma, Energas Resources, Inc.
(OTCBB:EGSR) -- http://www.energasresources.com/-- is involved in  
the exploration and development of oil and gas.  The Company's
activities are primarily dependent upon available financial
resources to fund the costs of drilling and completing wells.  The
Company principally operates in the Arkoma Basin in Oklahoma, the
Powder River Basin in Wyoming and the Appalachian Basin of Eastern
Kentucky.


FALCON AIR: Chapter 11 Trustee hires Katz Barron as Counsel
-----------------------------------------------------------
Kenneth A. Welt, the Chapter 11 Trustee appointed in Falcon Air
Express, Inc.'s chapter 11 case, obtained authority from the U.S.
Bankruptcy Court for the Southern District of Florida to employ
Katz Barron Squitero Faust, as his bankruptcy counsel.

Katz Barron is expected to represent the trustee and perform
ordinary and necessary legal services required in the
administration of the Debtor's estate.

Documents with the Court do not state how much the firm's
professionals will be paid.

Frank P. Terzo, Esq., a shareholder at Katz Barron, discloses that
the firm continues to represent Florida Power & Light, a creditor,
in matters unrelated to the Debtor's bankruptcy proceedings.  Mr.
Terzo says that the firm has not represented Florida Power in this
case and that all outstanding issues with Florida Power have been
resolved prior to Mr. Welt's appointment.

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

Mr. Terzo can be reached at:

         Frank P. Terzo, Esq.
         Katz Barron Squitero Faust
         2699 South Bayshore Drive
         Seventh Floor
         Miami, Florida 33133-5408
         Tel: (305) 856-2444
         Fax: (305) 285-9227
         http://www.katzbarron.com/

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


FALCON AIR: U.S. Trustee Reconstitutes Official Creditors Panel
---------------------------------------------------------------
The U.S. Trustee for Region 21 reconstituted the Official
Committee of Unsecured Creditors in Falcon Air Express, Inc.'s
chapter 11 case.  This is the third reconstitution of the
Committee in the Debtor's bankruptcy proceedings.

The Committee is currently composed of:

    1. Pals I, Inc.
       c/o Pegasus Aviation, Inc.
       4 Embarcadero Center, 35th Floor
       San Francisco, California 94111
       Tel: (415) 743-0257
       Fax: (415) 434-3912

    2. David M. Sandri, President
       Commercial Jet, Inc.
       P.O. Box 668500
       Miami, Florida 33166-8500
       Tel: (305) 341-5150
       Fax: (786) 265-7057

    3. Fred Adarve, Manager
       Aviation Brake Services, Inc.
       7274 Northwest 34th Street
       Miami, Florida 33122
       Tel: (305) 594-4677
       Fax: (305) 477-5799

    4. David Leamon, Esq., Attorney-in-fact
       Aviation Refinancing Transaction, LLC
       c/o Curtis, Mallet-Prevost, Colt & Mosle, LLP
       101 Park Avenue
       New York, NY 10178-0061
       Tel: (212) 696-6936
       Fax: (917) 368-8936

    5. James Raff
       RPK Capital I, LLC
       1640 West Hubbard Street
       Chicago, Illinois 60622
       Tel: (312) 492-8710
       Fax: (312) 492-8713

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


FIDELITY NATIONAL: Earns $1.02 Billion in Second Quarter of 2006
----------------------------------------------------------------
Fidelity National Information Services Inc. reported consolidated
revenue of $1.02 billion and net earnings of $66 million for the
second quarter of 2006.

"[The Company] generated another quarter of solid operating
performance.  Year-to-date pro forma revenue growth of 6.2% and
EBITDA growth of 10.4% are in line with our original full year
expectations," William P. Foley, II, the Company's chairman, said.  
"With strong sales growth in the first half of the year and the
recent launch of our new item processing and BPO operation in
Brazil, we are increasing our full year outlook to reflect pro
forma revenue growth of 5% to 7% percent, EBITDA growth of 10% to
12% and cash earnings per diluted share of $2.06 to $2.12."

Headquartered in Jacksonville, Florida, Fidelity National
Information Services Inc. (NYSE: FIS) provides technology services
to over 7,800 financial institutions worldwide.  The Company is a
majority-owned subsidiary of Fidelity National Financial, Inc.
(NYSE: FNF), a provider of outsourced products and services to a
variety of industries.


                          *     *     *
As reported in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service concluded its rating reviews for
Fidelity National Information Solutions and Certegy, which were
initiated on Sept. 16, 2005, following the announcement that
Fidelity National Information Services planned to merge with
Certegy.  The review has concluded with a downgrade of Certegy's
senior unsecured bonds to Ba1 from Baa2, upgrade of Fidelity
National Information Solutions' senior secured credit facility to
Ba1 from Ba3, assignment of a corporate family rating for FIS of
Ba1 and a speculative grade liquidity rating of SGL-1.  The
outlook is stable.


FLEXTRONICS INT'L: Reports $4.1BB Net Sales for 1st Quarter 2006
----------------------------------------------------------------
For the first quarter ended June 30, 2006, Flextronics
International Ltd. reported net sales from continuing operations
of $4.1 billion, which represents an increase of $236 million, or
6%, over the first quarter ended June 30, 2005.

"There has been a reacceleration of significant growth in our core
EMS business, which includes design, vertically-integrated
manufacturing services, components and logistics," Mike McNamara,
Flextronics' chief executive officer said.  "Fiscal 2006 was a
very strong year in terms of incremental business wins from both
new and existing customers. As a result, we exceeded revenue and
earnings expectations in the June quarter and have increased our
revenue growth rate expectations for fiscal 2007 to
approximately 25%."

Excluding intangibles amortization, restructuring and other
charges which includes stock based compensation, net income for
the first quarter ended June 30, 2006 increased 4% to $104
million, compared to $100 million, in the year ago quarter.

After-tax amortization, restructuring and other charges which
includes stock based compensation amounted to $19 million in the
current quarter compared to $41 million in the year ago quarter.
GAAP net income amounted to $85 million, in the first quarter
ended June 30, 2006, compared to $59 million, in the year ago
quarter.

Headquartered in Singapore, Flextronics International Ltd. --
http://www.flextronics.com/-- provides electronics manufacturing  
services through a network of facilities in over 30 countries
worldwide.

                          *     *     *

As reported in the Troubled Company Reporter on Nov 16, 2004,
Moody's Investors Service assigned a Ba2 rating to Flextronics
International Ltd.'s new $500 million 6.25% senior subordinated
notes, due 2014.  At the same time, the company was assigned a
liquidity rating of SGL-1, reflecting Flextronics' significant
on-hand liquidity, unfettered access to the sizeable $1.1 billion
revolver and the expectation for generating moderately positive
free cash flow (pre-Nortel payments) over the next twelve months.

As reported in the Troubled Company Reporter on Nov. 12, 2004,
Standard & Poor's Ratings Services assigned its 'BB-' rating to
Flextronics' private offering of $500 million, senior subordinated
notes due 2014.  The notes were offered under Rule 144A, with
registration rights.  Proceeds of the offering will be used to
repay outstanding debt under its revolving credit facilities and
for general corporate purposes.  The company's 'BB+/Stable/--'
corporate credit rating was affirmed.


FOSS MANUFACTURING: Saves 400 American Jobs, Offers 200 Positions
-----------------------------------------------------------------
Foss Manufacturing has gone from bankruptcy to profitability in
three months with a sector of American industry that many wrote-
off years ago -- manufacturing.  While many Americans feel that
all manufacturing will soon be performed outside the United
States, Foss Manufacturing has proven that manufacturing companies
can be profitable in the modern era and keep jobs and profits on
American soil.

Foss, after 52 years in business and annualized revenues of
approximately $100 million, specializes in non-woven textiles for
the automotive, household, and marine industries.  The company
continues to take pride with their slogan: "Made In America."  
Foss entered into bankruptcy in September 2005 and was acquired by
Alinian Capital Group on May 5, 2006 with a major turn-around
challenge.

Poor management and leadership allowed the company's performance
to suffer even though it had excellent products and multiple
worldwide patents, including FossShield(R), a unique and highly
effective anti-microbial textile which has numerous applications
for the healthcare, hospitality, military, and marine sectors.

Alinian installed A.J. Nassar as the new CEO who addressed three
major priorities:

     -- Intense review of costs and controls;

     -- Focus on employee initiatives and morale; and

     -- Repair of customer, and former customer, relationships.

"Foss Manufacturing had not been performing to its potential and
we took steps to be more productive and profitable," Mr. Nassar.  
Those steps have resulted in the retention of almost 400 jobs and
200 new position offerings here at Foss.  In addition there has
been a huge collateral effect with direct and indirect suppliers
in Hampton and throughout the Northeast."

Alinian Capital Group, LLC, a Florida-based investment, merchant
banking, and corporate finance advisory firm, has led the
acquisition as advisor and made an equity investment into Foss
Manufacturing, LLC.  Alinian Capital Group's reorganization plan
was accepted by the bankruptcy Trustee which included new equity
capital investment into a newly emerged Foss Manufacturing, LLC, a
wholly owned subsidiary of Foss Holdings, LLC, which is a
portfolio company of Alinian Capital Group, LLC.

"The acquisition of Foss Manufacturing is a compliment to
Alinian's portfolio of companies and we're confident at this point
that we are well on our way to revitalizing Foss into a
financially sound business once again," said Paul Sallarulo, one
of the principals.

                    About Foss Manufacturing

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D. N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP
represented the Debtor.  Beth E. Levine, Esq., at Pachlski, Stang,
Zieh, Young, Jones & Weintraub represents the Official Committee
of Unsecured Creditors.  The Court appointed Patrick J. O'Malley
as the Debtor's Chapter 11 Trustee and lawyers from Hanify & King,
Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris
represent the Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed $49,846,456 in assets and
$53,419,673 in debts.


FOSTER WHEELER: S&P Rates Proposed $350 Million Facilities at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, $350 million senior secured credit facilities due 2011,
reflecting a high expectation of full recovery of principal (100%)
in the event of a payment default.

The facilities are rated one notch higher than the company's
corporate credit rating.  The facilities are expected to consist
of:

   1) a $200 million revolving credit facility, the full amount of
      which is available for letters of credit, with $100 million
      available for borrowings aside from letters of credit; and

   2) a $150 million synthetic letter of credit facility.

Standard & Poor's will remove its ratings on the company's
existing $250 million senior credit agreement once the refinancing
has closed.

The corporate credit rating on Clinton, New Jersey-headquartered
Foster is B+/Stable/--.  The corporate credit rating reflects the
company's still weak business risk profile and highly leveraged
financial risk profile.  The company's business risk profile has
strengthened during the past couple of years as new orders,
backlog levels, risk management policies, and profitability have
improved considerably.

The ratings also reflect improvements in the company's financial
risk profile, marked by the company's most recent leverage
reduction initiatives in 2006.

Ratings List:

  Foster Wheeler Ltd.:

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

Rating Assigned:

    * $350 million senior secured credit facility: BB-
    * Recovery rating: 1


GENERAL CABLE: Earns $41.5 Million in Second Qtr. Ended June 30
---------------------------------------------------------------
General Cable Corporation disclosed revenues and earnings for the
second quarter.  Revenues of $987.1 million were up 19% on a
metal-adjusted basis.  Net income for the second quarter of 2006
was $41.5 million compared to adjusted net income of $13.9 million
in the second quarter of 2005.  Included in the second quarter
2005 results were pre-tax charges of $3.5 million associated with
the closure of certain of the Company's manufacturing facilities.

Second Quarter Highlights:

    -- Achieved 13th consecutive quarter of positive year-over-
       year metal-adjusted revenue growth;

    -- Increased year-over-year second quarter operating margins
       by approximately 330 basis points, on a metal-adjusted
       basis.

    -- Continued the turnaround in North American industrial and
       networking businesses on the strength of market demand,
       operating execution and improved pricing.

    -- Results were achieved despite a 50% sequential increase in
       copper Comex prices.

                      Second Quarter Results

Net sales were up in all reported business segments in the second
quarter of 2006 compared to metal-adjusted net sales in the second
quarter of 2005.  Net sales for the second quarter of 2006 were
$987.1 million, and represent an increase in metal pounds sold of
22% versus the second quarter of 2005.  Acquired businesses added
$112.7 million of sales and accounted for 12.7 points of the
volume growth in metal pounds sold in the second quarter of 2006.

Second quarter 2006 operating income was $70.4 million compared to
second quarter 2005 adjusted operating income of $31.5 million, an
increase of $38.9 million or 123%.  Operating earnings as a
percent of metal-adjusted net revenues were 7.1% in the second
quarter of 2006 compared to an adjusted operating earnings
percentage of 3.8% in the second quarter of 2005, an increase of
approximately 330 basis points.

The improvement in operating earnings was driven by increased
factory utilization, and a significantly improved pricing
environment across most of the Company's product lines and
geographies, including a reduction in the time to recover raw
material inflation.  Also, strong productivity gains in several
of the Company's North American manufacturing facilities, as well
as factory improvements in Europe and Asia Pacific from the
application of LEAN manufacturing techniques, have led to improved
earnings.  In addition, during the second quarter, as a result of
certain customer shipments being delayed into the third quarter,
the Company benefited from copper hedge positions that were closed
in June prior to the recognition of the hedged sale transactions.
The Company also benefited from the forward purchase of a small
portion of its copper requirements due to concerns over supply
tightness.  Combined, the Company estimated the incremental
operating profit realized in the second quarter from these items
was about $8.5 million.

"For the first time in several years, all of our product lines are
in the black, including the North American industrial and local
area networking businesses, which have been dilutive to earnings
for the last few years," said Gregory B. Kenny, President and
Chief Executive Officer of General Cable.  "The early recognition
of the long-term need for fresh investment in energy exploration,
production, transmission and distribution infrastructure around
the world and our related decision to acquire BICC in 1999 and
Silec last year are starting to pay real dividends for our
shareholders.  We continue to look globally for additional
investment opportunities in this sector which now represents
approximately 45% to 50% of our annual revenues."

"Asia Pacific's financial performance is benefiting from strong
demand in Australia and the Pacific Islands.  We are also seeing
positive demand and stronger pricing trends in Portugal, Brazil,
Angola, and Canada.  The French market is also improving,
particularly for power and industrial cables.  At the same time we
are seeing improved project pricing and demand in the global high-
voltage market for underground cables, connectors, and systems
engineering.  As a result, our Silec acquisition is on track to be
marginally accretive this year with significant opportunity for
improvement in 2007," Mr. Kenny continued."

"I am especially proud of our efforts to manage our working
capital and liquidity during the quarter which helped offset the
traditionally higher working capital requirements during the peak
building season and the continuing funding of higher copper costs
in our receivables.  As a result, our strong earnings based cash
flows resulted in a reduction in net debt of $23 million during
the second quarter," Mr. Kenny concluded.

                          Segment Results

The Energy segment metal-adjusted revenues were up 32%, or 12%
before the impact of acquisitions.  This increase was led by North
American aluminum overhead transmission cable growth of 37%,
measured by metal pounds sold, as interconnection project activity
increased.  Industry lead times for new projects have increased to
several months.  Operating income in the Energy segment was up
$9.8 million to $25.2 million, and operating margin improved
approximately 130 basis points from the second quarter of 2005,
primarily as a result of the additional leverage of fixed costs on
incremental volume, recovery of raw material price inflation, and
increased market pricing.  This result includes $55 million in
Silec revenues at low operating margins, which the Company expects
to improve over time through accelerating marketing and
manufacturing synergies, improved pricing, and the implementation
of LEAN initiatives.

Industrial & Specialty cables metal-adjusted revenue was up 20% in
the second quarter of 2006 compared to the second quarter of 2005.  
Before the impact of acquisitions, metal pounds sold increased
12.3% due to strong demand in North America for marine, mining,
oil and gas exploration and production products as well as strong
European end markets.  Favorable manufacturing volume
productivity, particularly for marine and mining products,
continues to drive incremental operating profits.  In addition,
the pricing environment for industrial cables in Europe and North
America has improved compared to the second quarter of 2005.  
Operating earnings for the second quarter were $30.8 million, up
$20.6 million or three times greater than the second quarter of
2005 and resulted in an improvement in operating margins of 420
basis points to 7%.  This result includes $51.3 million in
acquired revenues with minimal operating contribution.

"Utilization levels across all energy and industrial businesses
are quite high and industry-wide lead times have lengthened in
Europe and North America.  Demand for medium and high voltage
power cables is particularly strong, driven by the interconnection
of generating plants, alternative energy, and grid reinforcement
in populous metropolitan areas," Mr. Kenny said.

Communication cables segment revenues declined about 3% on a
metal-adjusted basis without the impact of acquisitions.
Networking sales globally were up approximately 30%.  The increase
in networking sales is a result of strong demand for higher
performance cables and warranted systems as well as accelerating
pricing in the market.  The Company's products supporting the
General Cable-Panduit alliance have gained wide acceptance in the
marketplace, particularly by the Fortune 1000 in North America.  
This quarter represents the fourth consecutive quarter of year
over year metal-adjusted revenue growth for networking cable in
excess of 20%.  Specialty military and private network fiber
optics business is also contributing to profit growth, partially
due to the consolidation of the manufacturing facility into the
Helix/Hitemp platform acquired last year from Draka.  Partially
offsetting these increases was continued lower unit demand for
outside plant telecommunications cables.  With manufacturing
capacity for telecommunications cables coming out of the market
faster than declines in demand, capacity utilization has been
increasing which has helped drive spot and contractual pricing
higher.  At the same time, the lag between recognition of raw
material increases and price increases for the Company's products
in the market was significantly shortened.  In addition, the
Company continues to benefit from cost savings from its 2005 plant
rationalization, and improved factory floor productivity with
respect to labor, scrap and throughput.  In all, segment operating
earnings were up $8.5 million to $14.4 million, an increase of
144%.

Selling, general and administrative expenses in the second quarter
of 2006 were $59.1 million compared to $43.3 million in the second
quarter of 2005.  The increase in expenses is due principally to
the addition of Silec and Beru, acquired in late 2005, higher
commissions and other selling costs resulting from increased
sales, as well as an increase in performance based incentive
compensation.  Selling, general and administrative expenses were
6% and 5.2% of metal-adjusted net sales in the second quarter of
2006 and 2005, respectively.

The Company's effective tax rate for the second quarter of 2006
was 29.7%; lower than the statutory rate due to a reduction in
deferred state tax valuation allowances of approximately
$3.7 million and a reduction in the expected full-year effective
rate to 36.5%.

Headquartered in Highland Heights, Kentucky, General Cable
Corporation (NYSE: BGC) -- http://www.generalcable.com/-- makes  
aluminum, copper, and fiber-optic wire and cable products.  It has
three operating segments: industrial and specialty (wire and cable
products conduct electrical current for industrial and commercial
power and control applications); energy (cables used for low-,
medium- and high-voltage power distribution and power transmission
products); and communications (wire for low-voltage signals for
voice, data, video, and control applications).  Brand names
include Carol and Brand Rex.  It also produces power cables,
automotive wire, mining cables, and custom-designed cables for
medical equipment and other products.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 30, 2006,
Standard & Poor's Rating Services revised its outlook on Highland
Heights, Kentucky-based General Cable Corp. to positive from
stable, and affirmed the 'B+' corporate credit rating, the 'BB'
secured bank loan rating, and the 'B' senior unsecured debt
rating.  The revised outlook reflects improved financial leverage
metrics stemming from improved profitability and reduced debt.


GERDAU AMERISTEEL: USW and Manitoba Metals Ratify Labor Pact
------------------------------------------------------------
The United Steelworkers staff representative Tony Sproule,
disclosed that its members at Gerdau Ameristeel's Manitoba Metals
in St. Andrews have ratified a new five-year labor agreement by a
57 percent margin, covering 87 workers in the scrap prep facility
that serves as a feeder for the company's Selkirk mill.

         Expired Agreements with Gerdau in the U.S.

The USW also disclosed that seven labor agreements with the
Company in the U.S. have expired.  The expired labor agreements
cover workers at Beaumont, Texas; Perth Amboy, N.J.; St. Paul,
Minn.; Wilton, Iowa; and the three Sheffield Steel locations
recently acquired at Joliet, Ill.; Sand Springs, Okla., and Kansas
City, Mo.

"It's time that Gerdau's chairman and CEO Jorge Johannpeter Gerdau
come to the U.S. and get involved in negotiations before his Tampa
management leads his company to ruin," Leo W. Gerard, USW
International president, said.  "We are not looking for a fight
but Steelworkers will never run from one.  Our negotiators have
been very patient but our members at Gerdau are getting restless.  
It's time for Gerdau to push these union-busters out of the way so
that we can settle the contracts, just like we did at St.
Andrews."

The United Steelworkers represents some 3,000 workers at 13 Gerdau
locations in North America.

Headquartered in Tampa, Florida, Gerdau Ameristeel Corporation
-- http://www.gerdauameristeel.com/-- is a minimill steel  
producer in North America with annual manufacturing capacity of
over 8.4 million tons of mill finished steel products.  Through
its vertically integrated network of 15 minimills (including one
50%-owned minimill), 16 scrap recycling facilities and 42
downstream operations, Gerdau Ameristeel primarily serves
customers in the eastern two-thirds of North America.  The
Company's products are generally sold to steel service centers,
steel fabricators, or directly to original equipment manufacturers
(or "OEMs") for use in a variety of industries, including
construction, automotive, mining, cellular and electrical
transmission, metal building manufacturing and equipment
manufacturing.

                          *     *     *

As reported in the Troubled Company Reporter on March 1, 2005,
Standard & Poor's Ratings Services revised its outlook on Gerdau
Ameristeel Corp. to positive from stable.  At the same time,
it affirmed its 'BB-' corporate credit rating on the company.

As reported in the Troubled Company Reporter on May 1, 2006
Moody's Investors Service upgraded Gerdau Ameristeel corporate
family and unsecured note ratings to Ba2 from Ba3.


GLIMCHER REALTY: Incurs $43 Million Net Loss in Second Quarter
--------------------------------------------------------------
Glimcher Realty Trust's net loss available to common shareholders
in the second quarter ended June 30, 2006, was $43 million as
compared to net loss of $1.1 million in the second quarter of
2005.  Funds From Operations in the second quarter of 2006 was a
loss of $26.9 million, compared to income of $19.3 million in the
second quarter of 2005.

Included in the results for the second quarter ended June 30, 2006
was $48.8 million of impairment charges recognized primarily on
five non-core mall properties classified as held-for-sale as of
June 30, 2006.  Also included in the results for the second
quarter ended June 30, 2005 was a $1.4 million non-cash impairment
charge recognized on a community center property classified as
held-for-sale as of June 30, 2005.

For the first six months of 2006, net loss available to common
shareholders was $39.1 million compared to net income of
$400,000 in the first six months of 2005.  FFO was a loss of $3.8
million in the first six months of 2006 compared to $39.2 million
in the first six months of 2005.

"Aggressively repositioning our portfolio through the selling of
non-core assets is an integral part of our strategy to upgrade the
quality of our assets," added Michael P. Glimcher, President and
CEO.  "As we continue to execute, the growth profile of the
Company is expected to improve measurably."

Highlights

   -- total revenues of $73.2 million in the second quarter of
      2006 compared to revenues of $73.1 million for the second
      quarter of 2005.  During the second quarter of 2006, the
      Company recognized $1.3 million of lease termination income
      while no lease termination income was recognized during the
      second quarter of 2005.  Offsetting this increase were
      decreases in out-parcel sales activity, straight-line rents
      and percentage rents during the second quarter of 2006 from
      the second quarter of 2005.

   -- net loss available to common shareholders for the second
      quarter of 2006 was $43 million compared to a net loss
      of $1.1 million for the second quarter of 2005.  Non-cash
      impairment charges of $48.8 million during the second
      quarter of 2006 were offset by a $2 million decrease in
      general and administrative expenses over the second quarter
      of 2005 and the $1.4 million impairment charge recognized
      during the second quarter of 2005.

   -- Same mall net operating income decreased in the second
      quarter of 2006 by 0.2% over same mall net operating income
      for the second quarter of 2005.  When excluding mall
      properties classified as held-for-sale, net operating income
      increased 1%.  The impact of prior year tenant reimbursement
      adjustments were not considered in making these comparisons.

   -- same mall store average rents were $25.27 per square foot at
      June 30, 2006, an increase of 2.3% from the $24.69 per
      square foot at June 30, 2005.  Occupancy for the same mall
      stores at June 30, 2006, was 87.9%, in-line with occupancy
      levels at June 30, 2005.

   -- average retail sales for mall stores increased 2.1% to $341
      per square foot for the twelve months ending June 30, 2006
      compared to $334 per square foot at June 30, 2005.  
      Comparable mall store sales increased 1% for the twelve
      months ending June 30, 2006, compared to the same period in
      2005.

   -- debt-to-total-market capitalization at June 30, 2006,
      (including the Company's pro-rata share of joint venture
      debt) was 57.0% based on the common share closing price of
      $24.81, compared to 54.2% at March 31, 2006, based on the
      common share closing price of $28.40.  Fixed rate debt
      represented approximately 86% of the Company's total
      outstanding borrowings at June 30, 2006, as compared to 84%
      as of March 31, 2006.

   -- the Company sold one community center property during the
      second quarter of 2006 (East Pointe Plaza in Columbia, S.C.)
      generating total proceeds of approximately $9.8 million.  
      The Company has six remaining community centers, two of
      which are currently classified as held-for-sale.

                          2006 Outlook

Changes in key assumptions from the Company's prior 2006 guidance
include:

   -- same-mall net operating income growth estimated at 1% to 2%
      for the full year

   -- lease termination income and out-parcel sales estimated at
      $1.5 to $2.5 million for the remainder of the year

   -- sale of the five malls anticipated to occur at the end of
      November 2006

   -- an average LIBOR rate of 5.6% for the remainder of 2006

All other significant assumptions from the previous guidance
remain the same.

                          2007 Outlook

Due to the prospective impact from the anticipated sales of the
five malls, the Company elected to provide initial guidance for
2007 in May of this year.  Management will be reviewing these
ranges in connection with the annual budgeting process that will
be finalized later in 2006.  

Glimcher Realty Trust (NYSE: GRT) is a real estate investment
trust and is a recognized leader in the ownership, management,
acquisition and development of regional and super-regional malls.
At June 30, 2006, the Company's mall portfolio, including assets
held through our strategic joint venture, consisted of 26
properties located in 16 states with gross leasable area totaling
approximately 23.7 million square feet.  The community center and
single tenant portfolio is comprised of six properties
representing approximately 1.3 million square feet. Glimcher
Realty Trust's common shares are listed on the New York Stock
Exchange under the symbol "GRT."  Glimcher Realty Trust's Series F
and Series G preferred shares are listed on the New York Stock
Exchange under the symbols "GRT.F" and "GRT.G,".  Glimcher Realty
Trust is a component of both the Russell 2000(R) Index,
representing small cap stocks, and the Russell 3000(R) Index,
representing the broader market.

                         *     *     *

As reported in the Troubled Company Reporter on July 12, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B' preferred stock ratings on Glimcher Realty Trust.
The affirmations affect $210 million in outstanding rated
preferred stock.  S&P said the outlook is stable.


GREENPARK GROUP: Wants Irell & Manella as Bankruptcy Counsel
------------------------------------------------------------
GreenPark Group, LLC, asks the U.S. Bankruptcy Court for the
Central District of California for authority to employ Irell &
Manella LLP, as its bankruptcy counsel.

Irell & Manella will:

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

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

    c. take necessary actions to protect and preserve the Debtor's
       estate, including the prosecution of actions on the
       Debtor's behalf, the defense of any action commenced
       against the Debtor, negotiate on behalf of the Debtor with
       respect to all litigation in which the Debtor is involved,
       and object to claims that are filed against the Debtor's
       estate;

    d. prepare all motion, applications, answers, orders, reports,
       and papers on behalf of the Debtor that are necessary to
       the administration of its case;

    e. negotiate and prepare a plan of reorganization , disclosure
       statement, and all related agreement or documents, and take
       all necessary actions on behalf of the Debtor to obtain
       confirmation of the plan;

    f. represent the Debtor in connection with its postpetition
       financing needs, if any;

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

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

    i. perform all other necessary legal services and provide all
       other necessary legal advice to the Debtor in connection
       with its chapter 11 case.

Alan J. Friedman, Esq., a partner at Irell & Manella, tells the
Court that the firm received a $300,000 retainer on or about
May 8, 2006.  Mr. Friedman says that the firm was paid $116,692.18
from the retainer for services rendered prior to the Debtor filing
for bankruptcy.

Mr. Friedman discloses that he will bill $675 per hour for this
engagement.  Mr. Friedman says that the firm's other professionals
who are expected to render their services in the Debtor's case
bill:

       Professional               Designation        Hourly Rate
       ------------               -----------        -----------
       Jeffrey M. Reisner, Esq.   Partner               $685
       Anthony Pierotti, Esq.     Partner               $640
       Michael G. Ermer Esq.      Partner               $630
       Regine Rutherford, Esq.    Associate             $425
       Andres G. Romay, Esq.      Associate             $370
       Lori S. Gauthier Senior    Legal Assistant       $200

Mr. Friedman assures the Court that his firm does not represent
any interest adverse to the Debtor, its estate or its creditors.

Mr. Friedman can be reached at:

         Alan J. Friedman, Esq.
         Irell & Manella LLP
         840 Newport Center Drive, Suite 400
         Newport Beach, California 92660-6324
         Tel: (949) 760-0991
         Fax: (949) 760-5200
         http://www.irell.com/

Headquartered in Seal Beach, California, GreenPark Group LLC, is a
real estate developer and building contractor.  The Company and
its affiliates, California/Nevada Developments LLC, filed for
chapter 11protection on June 23, 2006 (Bankr. C.D. Calif.
Case Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell
& Manella, LLP, represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million and $50 million.


GREENPARK GROUP: Files Schedules of Assets and Liabilities
----------------------------------------------------------
GreenPark Group LLC, and its debtor-affiliate California/Nevada
Developments LLC, delivered to the U.S. Bankruptcy Court for the
Central District of California their schedules of assets and
liabilities, disclosing:

                          GreenPark Group
                          ---------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $10,229,703
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               
     Secured Claims
  E. Creditors Holding                                 
     Unsecured Priority Claims
  F. Creditors Holding                                $389,174
     Unsecured Nonpriority
     Claims
                                 ----------           --------
     Total                      $10,229,703           $389,174

                    California/Nevada Developments
                    ------------------------------

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property               $1,549
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               
     Secured Claims
  E. Creditors Holding                                 
     Unsecured Priority Claims
  F. Creditors Holding                              $10,046,066
     Unsecured Nonpriority
     Claims
                                     -------        -----------
     Total                           $1,549         $10,046,066


Headquartered in Seal Beach, California, GreenPark Group LLC, is a
real estate developer and building contractor.  The Company and
its affiliates, California/Nevada Developments LLC, filed for
chapter 11protection on June 23, 2006 (Bankr. C.D. Calif.
Case Nos. 06-10988 & 06-10989).  Alan J. Friedman, Esq., at Irell
& Manella, LLP, represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million and $50 million.


GS AUTO: S&P Assigns BB Rating to Class D Asset-Backed Note
-----------------------------------------------------------
Standard & Poor's Ratings Services assigned its ratings to
GS Auto Loan Trust 2006-1's $848 million asset-backed notes.

The ratings reflect:

   -- the credit support available to the notes;

   -- the credit quality of the underlying pool of automobile
      loans originated by Huntington National Bank, Ford Motor
      Credit (which will continue to service the loans as
      receivables servicers), and Ohio Savings Bank (which will be
      serviced by Systems & Services Technologies); and

   -- a sound transaction and legal structure.

Credit support for the notes will be provided by
overcollateralization, subordination, and excess spread.  The
overcollateralization is required to increase from 1.4% of the
initial pool balance of receivables to a 3.0% target of the
current pool balance, subject to a 1.0% initial pool balance
floor.

In addition:

   * the class A notes will benefit from the subordination of the
     class B, C, and D notes equal to 7.9% of the initial balance,
     with a 9.5% target of the current balance;

   * the class B notes will benefit from the subordination of the
     class C and D notes equal to 4.35% of the initial balance,
     with a 5.0% target of current balance; and

   * the class C notes will benefit from the subordination of the
     class D notes equal to 1.85% of the initial balance, with a
     3.0% target of the current pool balance.

Until the targeted enhancement levels are met, the subordinated
notes will not amortize and all available excess spread will be
used to turbo the class A notes.

After the targeted enhancement levels are met and the class A-1
notes have been repaid in full, all classes of notes will receive,
at a minimum, pro rata distributions in order to maintain their
credit support targets.  If pool performance triggers are
breached, the payment structure will convert to a sequential
basis.

The payment structure also includes an interest reprioritization
feature that subordinates the payment of subordinate note interest
to that of senior principal payment to the extent needed to keep
the senior note advance rate from exceeding 100% of the pool
balance.

Ratings Assigned:

                    GS Auto Loan Trust 2006-1

                Class    Rating            Amount
                -----    ------            ------
                A-1       A-1+       $228.000 million
                A-2       AAA        $184.036 million
                A-3       AAA        $243.435 million
                A-4       AAA        $125.369 million
                B         A           $30.562 million
                C         BBB         $21.523 million
                D         BB          $15.926 million


HVHC INC: Completes Merger with ECCA Holdings
---------------------------------------------
HVHC Inc., a subsidiary of Highmark Inc. and ECCA Holdings Corp.
completed the merger of ECCA Holdings with a subsidiary of HVHC,
resulting in ECCA Holdings becoming a wholly owned subsidiary of
HVHC.  Eye Care Centers of America, Inc., is owned by ECCA
Holdings and as a result of the merger is now an indirect
wholly-owned subsidiary of Highmark.

Combined with its other two vision subsidiaries, Davis Vision and
Viva Optique, HVHC has a comprehensive offering of optical retail
products and services, vision benefits and services, and the
design and distribution of eyewear.  HVHC continues on its path of
vertical integration and through its three vision subsidiaries
will have combined pro forma revenue exceeding $900 million in
2006.

Citigroup Corporate and Investment Banking acted as financial
advisor to Highmark and along with PNC Capital Markets LLC
arranged financing for HVHC.  Buchanan Ingersoll & Rooney PC
served as Highmark's legal advisor and Bingham McCutchen LLP
represented the majority selling stockholder in the acquisition
and ECCA with respect to the Change of Control Offer for ECCA's
Notes.

The completion of the acquisition of ECCA Holdings on Aug. 1, 2006
constitutes the "Change of Control" described in ECCA's Change of
Control Notice and Offer to Purchase of its outstanding 10-3/4%
Senior Subordinated Notes due 2015 dated July 12, 2006 and under
the Indenture dated February 4, 2005 between ECCA and the Bank of
New York, as trustee, covering the Notes.  The terms of the Change
of Control Offer specify that it will expire at 5:00 PM, New York
City time, on a date that is ten days following the consummation
of the Change of Control, which is Aug. 11, 2006, and that the
Change of Control Payment Date for holders of Notes validly
tendered and accepted for payment prior to the expiration will
occur not more than one business day after such expiration, which
is Aug. 14, 2006.  

Headquarters in Pittsburgh, Pennsylvania, HVHC Inc., owns Davis
Vision, Inc and Viva Optique, Inc.  Davis administers employee
vision care benefit programs and operates 89 retail stores,
while Viva distributes eyeglass frames in more than 60 countries.  
The company, a wholly-owned subsidiary of Highmark Inc., is
acquiring Eye Care Centers of America, Inc.  Revenue for the
twelve months ending March 31, 2006 was approximately $500
million.

                        *     *     *

As reported in the Troubled Company Reporter on July 18, 2006,
Moody's Investors Service rated the proposed new bank loan of HVHC
Inc. at Ba3 and assigned a liquidity rating of SGL-2.  Moody's
also assigned a corporate family rating of Ba3.  HVHC is a holding
company that distributes eyeglass frames, operates optical retail
stores, and administers employee vision care benefit programs
through operating subsidiaries.

As reported on the Troubled Company Reporter on July 14, 2006,
Standard & Poor's Ratings Services assigned its 'BB' counterparty
credit rating to HVHC Inc.  The outlook is stable.


IGIA INC: May 31 Balance Sheet Upside-Down by $14.6 Million
-----------------------------------------------------------
IGIA, Inc., disclosed its financial results for 2007 first fiscal
quarter ended May 31, 2006, including quarterly revenue of
$3,458,885, an 89.5% increase compared to $1,825,208 in revenues
for the quarter ended May 31, 2005.

Gross profit for the quarter was $2,689,377, a 138.3% increase
compared with gross profit of $1,128,721 for the quarter ended
May 31, 2005.  IGIA significantly increased its purchases of
television and Internet advertising to generate the increases in
quarterly revenue and gross profit.

IGIA's quarterly net income was $16,377,174 compared with a net
loss of $2,879,886 for the quarter ended May 31, 2005.  Primarily
contributing to IGIA's net income was $13,989,024 in income
realized from the extinguishment of liabilities of IGIA's Tactica
International, Inc., subsidiary, in connection with its business
restructuring and reorganization plan.

Net income also included a $6,091,309 unrealized gain resulting
from a change in IGIA's common stock value which effects the
valuation of securities underlying IGIA's outstanding note and
warrant obligations.

At May 31, 2006, the Company's balance sheet showed $1,554,162 in
total assets and $16,161,669 in total liabilities, resulting in a
$14,607,507 stockholders' deficit.

The Company's May 31 balance sheet also showed strained liquidity
with $1,359,463 in total current assets available to pay
$12,607,176 in total current liabilities coming due within the
next 12 months.

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

IGIA, Inc. (OTCBB: IGAI) -- http://www.igia.com/-- through its  
wholly owned subsidiaries, designs, develops, imports, and
distributes personal care and household products through direct
marketing and major retailers.  Its globally recognized portfolio
of brands includes IGIA(R) and the registered proprietary As Seen
On TV(TM) logo.  The IGIA name ranks amongst the most recognizable
personal care brands as cited by an industry publication.  In
addition, IGIA markets and sells products through TV infomercials,
mass-market retailers, specialty retailers, and catalogs.


INDUSTRIAL DEVELOPMENT: S&P Lowers $27 Million Bonds' Rating to BB
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating to 'BB' from
'BB+' on the Industrial Development Authority of the City of West
Plains, Missouri's $27.010 million (series 1997B and 1999A)
hospital revenue bonds, issued for Ozarks Medical Center.  The
rating action is based on OMC's drastically weakened liquidity
position and its capital expenditure expectations.  The outlook is
negative.

"OMC has a significantly weakened liquidity position, which is
largely the result of delays in billing caused by a Meditech
implementation.  This is highlighted by OMC having days' cash
equal to only 20 days, and unrestricted cash to debt of only 19%
at the fiscal 2005 year-end," Standard & Poor's credit analyst
Kevin Holloran said.

"Additionally, OMC has continued capital expenditures for
infrastructure upgrades and growth needs of up to $16 million in
fiscal 2006."

Factors supporting the 'BB' rating include OMC's consistent
operating and excess incomes, highlighted by 4.4% and 5.1%
operating and excess margins, respectively, in fiscal 2005, and
OMC's adequate market position largely due to its rural location
and lack of competition, and improving patient volumes.

OMC is a 114-bed sole community provider and the largest employer
in West Plains, a town in rural southwestern Missouri.


INDEPENDENCE TAX: June 30 Balance Sheet Upside-Down By $992,092
---------------------------------------------------------------
Independence Tax Credit Plus LP, fka Independence Tax Credit Plus
Program, delivered its financial results for the first quarter
ended June 30, 2006, to the Securities and Exchange Commission on
July 31, 2006.

The Partnership's financial statements include the accounts of 28
other limited partnerships owning affordable apartment complexes
that are eligible for the low-income housing tax credit.  Results
of operations for the three months ended June 30, 2006, consist
primarily of the results of the investment in the 28 local
partnerships.

                          Overall Results

Independence Tax Credit incurred a $1,460,007 net loss on
$5,947,728 of total revenues for the three months ended June 30,
2006, compared with a $1,516,242 net loss on $5,803,650 of total
revenues for the same period in 2005.  

At June 30, 2006, the Partnership's balance sheet showed
$129,639,433 in total assets, $125,327,758 in total liabilities,
and $5,303,767 in minority interest, resulting in a $992,092
partners' deficit.

At March 31, 2006, the Partnership's balance sheet showed a
$467,915 partners' capital.

Full-text copies of the Partnership's first quarter financials are
available for free at http://ResearchArchives.com/t/s?ec5

                  Opa-Locka's Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 4, 2005,
Creative Choice Homes II LP, aka Opa-Locka is a member of the
Partnership.  Opa-Locka, is in default on its third and fourth
mortgage notes and continues to incur significant operating
losses.  Opa-Locka's net losses amounted to approximately
$465,000, $1,550,000 and $173,000 for the 2004, 2003 and 2002
fiscal years, respectively.

Opa-Locka's net income amounted to approximately $8,000 and $3,000
for the three months ended June 30, 2006, and fiscal year ended
March 31, 2006, respectively.

Management says the default raises substantial doubt about
Opa-Locka's ability to continue as a going concern.  

Opa-Locka is under new management and the managers are
implementing a strategy to reduce overall operating expenses.

Independence Tax Credit's investment in Opa-Locka at June 30,
2006, and March 31, 2006, was approximately $2,980,000 and
$2,972,000, respectively.

Habif, Arogeti & Wynn, LLP, expressed substantial doubt about Opa-
Locka's ability to continue as a going concern after auditing the
subsidiary's financial statements for the year ended Dec. 31,
2004.  The auditing firm pointed to the subsidiary's default and
significant operating losses.

Independence Tax Credit Plus LP, fka Independence Tax Credit Plus
Program, is composed of 28 limited partnerships owning affordable
apartment complexes that are eligible for the low-income housing
tax credit.


IPC ACQUISITION: Silver Lake Merger Spurs S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and first-lien senior secured debt ratings, along with
its 'B-' second-lien senior secured debt rating, on New York,
New York-based IPC Acquisition Corp. on CreditWatch with negative
implications.

The CreditWatch listing follows the announcement that Silver Lake
Partners will acquire IPC from its existing owner, GS Capital
Partners, for approximately $800 million.

"The CreditWatch listing reflects uncertainty surrounding the
inancing plans for this acquisition," said Standard & Poor's
credit analyst Ben Bubeck.

While the terms of the acquisition are not currently known,
operating lease-adjusted leverage will likely increase from
current levels in the mid-5x area.  The transaction is expected to
close in September 2006, and the existing credit facilities will
likely be refinanced.

Standard & Poor's will meet with management to discuss financing
plans for the transaction and IPC's operating performance to
resolve the CreditWatch listing.


ISLE OF CAPRI: Completes $240 Mil. Sale of Properties to Legends
----------------------------------------------------------------
Isle of Capri Casinos, Inc., completed the sale of its Vicksburg,
Miss. and Bossier City, La. properties to Legends Gaming, LLC, for
$240 million cash subject to closing adjustments.

Based in Biloxi, Miss., Isle of Capri Casinos, Inc. (Nasdaq: ISLE)
-- http://www.islecorp.com/-- a developer and owner of gaming and  
entertainment facilities, operates 16 casinos in 14 locations. The
Company owns and operates riverboat and dockside casinos in
Biloxi, Vicksburg, Lula and Natchez, Miss.; Bossier City and Lake
Charles (two riverboats), La.; Bettendorf, Davenport and
Marquette, Iowa; and Kansas City and Boonville, Mo.  The Company
also owns a 57% interest in and operates land-based casinos in
Black Hawk (two casinos) and Cripple Creek, Colorado.  Isle of
Capri's international gaming interests include a casino that it
operates in Freeport, Grand Bahama, and a 2/3 ownership interest
in casinos in Dudley, Walsal and Wolverhampton, England.  The
company also owns and operates Pompano Park Harness Racing Track
in Pompano Beach, Fla.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 16, 2006,
Moody's Investors Service confirmed Isle of Capri, Inc.'s
Corporate family rating at Ba3; $400 million senior secured
revolver due 2010 at Ba2; $300 million senior secured term loan
due 2011 at Ba2; $500 million 7% senior subordinated debt due 2014
at B2; and $200 million 9% senior subordinated debt due 2012 at
B2.  Moody's assigned a negative ratings outlook.

As reported in the Troubled Company Reporter on Dec. 26, 2005,
Standard & Poor's Ratings Services affirmed its ratings on Isle of
Capri Casinos Inc., including its 'BB-' corporate credit rating.
At the same time, all ratings were removed from CreditWatch with
negative implications where they were placed on Sept. 1, 2005.
S&P said the outlook is negative.


KAISER ALUMINUM: Court Approves $77.7MM Accord with CNA Insurers
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
Kaiser Aluminum Corporation and its debtor-affiliates' settlement
agreement with:

    -- Continental Casualty Company;

    -- Columbia Casualty Company;

    -- Transcontinental Insurance Company; and

    -- Continental Insurance Company and the formerly related
       Harbor Insurance Company.

              Terms of the Settlement Agreement

As reported in the Troubled Company Reporter on June 28, 2006, the
CNA Related Companies agree to make a $77,750,000 settlement
payment.  The CNA Related Companies will deliver $7,775,000 not
later than June 1 each year from 2007 to 2016.

Payment will be made to U.S. Bank National Association, as
settlement account agent, unless a Trigger Date has occurred, in
which case, payment will be made to the Funding Vehicle Trust.

The Trigger Date is the day that the last of these events has
occurred:

     * the order approving the Settlement Agreement becomes a
       Final Order; and

     * the occurrence of the Plan Effective Date.

Other terms of the Settlement Agreement are:

   (a) The CNA Related Companies, their parents, affiliates and
       employees will receive all the benefits of being
       designated as a Settling Insurance Company in the Plan,
       including the benefits of the Personal Injury Channeling
       Injunctions;

   (b) The KACC Parties will release all their claims under the
       Subject Policies and certain other rights under the Other
       CNA Parties Policies;

   (c) Effective on the Trigger Date, the KACC Parties will have
       no insurance coverage from any of the CNA Parties under
       the Subject Policies or the Other CNA Parties Policies
       with respect to any past, present or future tort claims;

   (d) If any claim is brought against any of the CNA Related
       Companies that is subject to a PI Channeling Injunction,
       the Funding Vehicle Trust will establish that the claim is
       enjoined as to the CNA Parties; and

   (e) The CNA Parties will not seek from any entity other than
       its reinsurers or retrocessionaires:

       * reimbursement of any payments that they are obligated to
         make under the Settlement Agreement; or

       * any other payments the CNA Related Companies have made
         to or for the benefit of KACC or, upon its creation, the
         Funding Vehicle Trust, under the Subject Policies,
         whether by way of contribution, subrogation,
         indemnification or otherwise.

       In no event will the CNA Parties make any claim for or
       relating to insurance, reinsurance or retrocession against
       any KACC Party.

                       About Kaiser Aluminum

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


KL INDUSTRIES: Files Schedules of Assets and Liabilities
--------------------------------------------------------
KL Industries, Inc., delivered to the U.S. Bankruptcy Court for
the Northern District of Illinois its schedules of assets and
liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $10,462,451
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               $6,029,650
     Secured Claims
  E. Creditors Holding                                 $721,738
     Unsecured Priority Claims
  F. Creditors Holding                               $5,147,525
     Unsecured Nonpriority
     Claims
                                -----------         -----------
     Total                      $10,462,451         $11,898,913

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


LAZARD LTD: June 30 Balance Sheet Upside-Down By $745 Million
-------------------------------------------------------------
Lazard Ltd reported its financial results for the first six months
and second quarter ended June 30, 2006.  

At June 30, 2006, the Company's balance sheet showed $2.1 billion
in total assets and $2.8 billion in total liabilities resulting in
$745 million stockholders' deficit.

For the second quarter of 2006, pro forma net income, assuming
full exchange of outstanding exchangeable interests, increased 97%
to $62.9 million from $32 million for the second quarter of 2005.
Financial Advisory revenue increased 24% compared to the second
quarter of 2005 and increased 18% compared to the first quarter of
2006.  Asset Management revenue increased 19% compared to the
second quarter of 2005.  Operating revenue for the second quarter
of 2006 increased 24% to $410.8 million compared to $330.1 million
for the second quarter of 2005.

Operating income increased 49% to $84.7 million for the second
quarter of 2006, including a gain of approximately $5.3 million
from the termination of our joint venture relationship in Italy,
compared to pro forma $57 million for the second quarter of 2005.  
Net income before exchange of outstanding exchangeable interests
increased 97% to $23.5 million for the second quarter of 2006
compared to pro forma income from continuing operations of $12.0
million for the second quarter of 2005.

Pro forma net income, assuming full exchange of outstanding
exchangeable interests, increased 82% to $115.4 million for the
first six months of 2006 from $63.3 million for the first six
months of 2005.  For the first six months of 2006, operating
revenue increased 28% to $762 million compared to $595.7 million
for the first six months of 2005, resulting from growth in both
Financial Advisory and Asset Management businesses.

For the first six months of 2006 compared to the first six months
of 2005, Financial Advisory revenue increased 31% and Asset
Management revenue increased 15%.  Operating income increased
72% to $162.8 million for the first six months of 2006, including
a gain of approximately $5.3 million from the termination of our
joint venture relationship in Italy, compared to pro forma
$94.5 million for the comparable 2005 period.  Net income before
exchange of outstanding exchangeable interests increased 82% to
$43.2 million compared to pro forma income from continuing
operations of $23.7 million for the first six months of 2005.

"Lazard's strong results reflect our leadership position in
Financial Advisory, as we continue to advise on some of the most
complex and important transactions" said Bruce Wasserstein,
Chairman and Chief Executive Officer of Lazard Ltd.  "Our results
also show the steady progress of our Asset Management business, as
we continue to win new mandates with expanded product offerings.  
We are focused on creating value for our shareholders. Our
approach is to apply intellectual rigor and creativity to all
parts of our business."

"We are pleased to report another strong quarter and record
financial performance year-to-date," noted Steven J. Golub,
Lazard's Vice Chairman.  "Lazard's success is a result of
continued demand for world-class, independent advice, our
retention and attraction of top talent, momentum in our Asset
Management business and our continued focus on cost containment.   
We believe we continue to be positioned for long-term growth."

The Company's quarterly revenue and profits can fluctuate
materially depending on the number, size and timing of completed
transactions on which it advised, as well as seasonality and other
factors.  Accordingly, the revenue and profits in any particular
quarter may not be indicative of future results.  As such, Lazard
management believes that annual results are the most meaningful.

   (a) Operating revenue excludes interest expense relating to
       financing activities and revenue relating to the
       consolidation of LAM General Partnerships, each of which
       are included in net revenue.

   (b) Operating income is after interest expense and before
       income taxes and minority interests.

Lazard Ltd. -- http://www.lazard.com/-- one of the world's  
preeminent financial advisory and asset management firms, operates
from 29 cities across 16 countries in North America, Europe, Asia,
Australia and South America.  With origins dating back to 1848,
the firm provides services including mergers and acquisitions
advice, asset management, and restructuring advice to
corporations, partnerships, institutions, governments, and
individuals.


LEVEL 3 COMMS: Posts $201 Million Net Loss in 2nd Quarter 2006
--------------------------------------------------------------
Level 3 Communications Inc. recorded a $201 million net loss for
the second quarter of 2006, compared to a net loss of $168 million
in the previous quarter.

The Company also recorded a loss of $55 million in the second
quarter, attributable to the amendment and restatement of Level 3
Financing, Inc.'s $730 million credit agreement.  

The Company reported consolidated revenue of $1.53 billion for the
second quarter 2006, compared to $1.27 billion for the first
quarter 2006.  Communications revenue was $819 million in the
second quarter, versus $804 million for the previous quarter.  
Information services revenue was $695 million in the second
quarter, compared to $445 million for the previous quarter and
$504 million for the same quarter last year.

"During the second quarter, our margins in the communications
business increased and the company generated positive free cash
flow," James Q. Crowe, Level 3's chief executive officer, said.
"Additionally, the communications business saw positive
contributions from the benefit of the WilTel integration, recent
acquisitions and continuing demand for our Core Communications
Services."

Level 3 Communications Inc. -- http://www.Level3.com/--
(Nasdaq: LVLT) is an international communications and information
services company, providing Internet connectivity to broadband
subscribers.  

                          *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Standard & Poor's Ratings Services assigned its 'B-' rating and
'1' recovery rating to Level 3 Financing Inc.'s amended and
restated $730 million secured nonamortizing first-lien term loan
credit facility maturing 2011.

As reported in the Troubled Company Reporter on June 6, 2006,
Moody's Investors Service assigned a Caa3 rating to Level 3
Communications, Inc.'s proposed $150 million convertible note
issue maturing 2012.  Moody's also upgraded Level 3's corporate
family rating to Caa1 from Caa2, reflecting the company's improved
leverage profile pro forma in the secondary equity issuance of 125
million shares.

As reported in the Troubled Company Reporter on June 2, 2006,
Fitch Ratings assigned a rating of 'CCC-' to Level 3's proposed
issuance of $150 million of convertible senior notes due 2012, as
well as a Recovery Rating of 'RR5'.


LONE STAR: Earns $32.2 Million in Second Quarter of 2006
--------------------------------------------------------
Lone Star Technologies Inc. reported net income of $32.2 million
for the second quarter of 2006, compared to net income of $41.3
million for the first quarter of 2006.

Total revenues were up 1% to $355.8 million in the second quarter
of 2006 from the first quarter of 2006.

Lone Star's balance of cash and short-term investments at the end
of the second quarter of 2006 was $236.8 million.  In addition,
Lone Star's $125 million revolving credit facility remains
available.

Rhys J. Best, Lone Star's Chairman and Chief Executive Officer,
stated, "Our second quarter performance reflected a slight shift
in product mix resulting from increased line pipe shipments and
low levels of drilling activity in the Gulf of Mexico.  We are
still experiencing strong demand for our higher-margin premium
oilfield products used in unconventional land-based gas drilling
applications and expect this trend to continue into the second
half of the year as our customers seek to increase their
production and reserves through the implementation of new drilling
and recovery methods."

Lone Star Technologies Inc.'s principal operating subsidiaries
manufacture, market and provide custom services related to
oilfield casing, tubing, couplings, and line pipe, specialty
tubing products used in a variety of applications, and flat rolled
steel and other tubular products.

                          *     *     *

In October 2005, Moody's Investors Service assigned Lone Star
Technologies' senior subordinate debt and long-term corporate
family ratings at B2 and Ba3 respectively.  The ratings were
placed with a stable outlook.

In the same year, Standard & Poor's placed the company's long-term
foreign and local issuer credit ratings at BB- with a stable
outlook.


MARSH SUPERMARKETS: May Not Pursue Any Cardinal/Drawbridge Offer
----------------------------------------------------------------
The Hamilton Superior Court issued its ruling in the declaratory
judgment action that Marsh Supermarkets, Inc. filed in June
against MSH Supermarkets Holding Corp., MS Operations, Inc., a
subsidiary of MSH Supermarkets, Cardinal Paragon, Inc. and
Drawbridge Special Opportunities Advisors LLC.

In May 2006, Marsh signed a merger agreement with MSH Supermarkets
for an acquisition of the Company at a price of $11.125 per share
of Marsh common stock.  Cardinal and Drawbridge subsequently
indicated their interest in acquiring Marsh for $13.625 per share,
subject to completion of due diligence.  The Court declared that,
because of the merger agreement, Marsh may not, under any
circumstances, pursue any proposal from Cardinal and Drawbridge.

"We appreciate the Court's prompt response in this matter," said
Don E. Marsh, Chairman of the Board and Chief Executive Officer
with Marsh Supermarkets, Inc.  "We expect to file revised proxy
materials with the SEC as quickly as possible so that we can call
a special meeting of shareholders for next month to consider and
vote on the all cash offer from MSH Supermarkets."

A full-text copy of the Court's order and judgment is available
for free at http://ResearchArchives.com/t/s?ef8

                   About Marsh Supermarkets, Inc.

Headquartered in Indianapolis, Indiana, Marsh Supermarkets, Inc.
(Nasdaq: MARSA & MARSB) -- http://www.marsh.net/-- is a regional  
supermarket chain with stores primarily in Indiana and western
Ohio, operating 69 Marsh(R) supermarkets, 38 LoBill(R) Food
stores, eight O'Malias(R) Food Markets, 154 Village Pantry(R)
convenience stores, and two Arthur's Fresh Market(R) stores.  The
Company also operates Crystal Food Services(SM) which provides
upscale catering, cafeteria management, office coffee, coffee
roasting, vending and concessions, and Primo Banquet Catering and
Conference Centers; Floral Fashions(R), McNamara(R) Florist and
Enflora(R) -- Flowers for Business.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Moody's Investors Service placed the ratings of Marsh
Supermarkets, Inc., including the B3 Corporate Family Rating and
Caa2 rating of 8.875% Senior Subordinated Notes due 2007 on
review-direction uncertain.

As reported in the Troubled Company Reporter on April 25, 2006,
Standard & Poor's Ratings Services held its 'B-' corporate credit
and 'CCC' subordinated debt ratings on Marsh Supermarkets Inc. on
CreditWatch with developing implications.


MAVERICK OIL: Board Appoints James Watt as Chairman and CEO
-----------------------------------------------------------
The Board of Directors of Maverick Oil and Gas, Inc., has
appointed James A. Watt as Chairman of the Board and CEO of the
company.

Mr. Watt recently served in similar positions with Remington Oil
and Gas, Corp., which was acquired by Helix Energy Solutions
Group, Inc. in a cash and stock transaction valued at
approximately $1.4 billion.  Over a nine year period, Mr. Watt led
Remington, formerly Box Energy Corporation, through a major
capital restructuring, implemented a successful exploration
program, built a full operations staff and instituted an incentive
program which aligned all employees' interest with those of
the shareholders.

V. Ray Harlow has resigned his position as CEO of Maverick as well
as his Board position for personal reasons and to pursue other
business opportunities.

"Our first challenge is to capitalize the company in a format that
will allow us to fully evaluate the exploration potential of
approximately 125,000 acres in the Fayetteville Shale Play" James
A. Watt, Maverick's new Chairman and CEO stated.  "As soon as
practical, operations will be consolidated in Dallas, Texas. I
look forward to working with the Maverick team to develop a long
term business plan for the company."

The Board of Directors of Maverick is excited to have Mr. Watt
join the team and feel his extensive background in oil and gas
operations throughout the U.S. will be very beneficial to
Maverick.  Mr. Watt received a B.S. in Physics from Rensselaer
Polytechnic Institute in 1971 and worked with Amoco, Union Texas
Petroleum Corporation, Nerco Oil and Gas, Corp., and Seagull
Energy prior to joining Remington Oil and Gas in 1997.

                   About Maverick Oil and Gas

Based in Fort Lauderdale, Florida, Maverick Oil & Gas, Inc.
-- http://www.maverickoilandgas.com/-- is an early stage  
independent energy company engaged in oil and gas exploration,
exploitation, development and production.  The Company currently
participates in these activities through the interests it holds in
oil and gas exploration and development projects in Arkansas,
Texas and Colorado.  The Company's strategy is to continue the
development of its current exploration projects and to expand its
operations by acquiring additional exploration opportunities and
properties with existing production, taking advantage of the
industry experience of its management team and modern techniques
such as horizontal drilling and 3D seismic analysis.

At Feb. 28, 2006, The Company's balance sheet showed a
stockholders' deficit of $3,599,040, compared to a $12,701,715
positive equity at Aug. 31, 2005.


MERITAGE HOMES: Discloses Second Quarter Financial Results
----------------------------------------------------------
Meritage Homes Corporation's second-quarter home closings and
revenue and net earnings for the period ended June 30, 2006, each
set second quarter records for Meritage, and were second only to
fourth quarter 2005 results as the best quarter in Meritage
history.  

Closings this quarter largely reflected orders taken last year
during a period of more robust demand and a stronger pricing
environment.  Record second quarter home closing revenue resulted
from a 30% increase in homes closed and a 7% increase in average
selling price over the second quarter 2005, as Meritage closed
2,722 homes at an average price of $332,000, compared to 2,095 at
an average price of $311,000 in the same period a year ago.

Second quarter net earnings and diluted earnings per share reflect
this increase in revenue and an increase in gross margins,
partially offset by additional selling, general and administrative
expenses.  Home closing gross margins increased to 24.3% from
23.4% in the second quarter 2005, reflecting the favorable pricing
environment last year when most of these homes were sold.  Margins
increased despite write-offs of $7.3 million included in cost of
sales for certain deposits and land acquisition costs.  In
addition, second quarter 2006 pre-tax earnings were reduced by
$11.7 million in expenses related to severance and other employee
departure related costs, and an additional $2.4 million of
stock-based compensation expense related to the 2006
implementation of SFAS 123R.

For the first half of 2006, total home closings increased 35% and
related revenue increased 45% over the first half of 2005.  Net
earnings increased 88%, or 52% excluding a $19.7 million after-tax
charge for refinancing debt in the first half of 2005.

"We face difficult comparisons to last year's sales, when strong
demand drove total orders to an all-time high in the second
quarter 2005, and rapid price appreciation combined to drive a 44%
quarter-over-quarter increase in total order value," said Steven
J. Hilton, Meritage chairman and chief executive officer.  "We did
very well selling into high demand at the time, but those
conditions were not sustainable long-term."

Overall slower demand and increased cancellations reduced home
sales by 28% in the second quarter and homes in backlog declined
10% year-over-year.  The strong underlying economy and relative
affordability in Texas contributed to increases of 10% in both
home sales and ASPs, and resulted in a 21% increase in total order
value there compared to a year ago.  These increases were offset
by significant declines in home sales in Arizona, California,
Nevada and Florida, reflecting recent weaker demand in those
areas.

"While our Texas markets are strong and represented a larger
component of our total home orders this quarter, we experienced
much softer conditions in other areas, as have other
homebuilders," explained Mr. Hilton.  "Demand from investors and
speculative buyers has decreased dramatically; inventories are up;
and price concessions have increased.  These conditions not only
increase competition for homebuilders, but make it more difficult
for our buyers to sell their existing homes, resulting in higher
order cancellations.  While gross orders for the second quarter of
2006 were down 17% compared to the previous year's quarter, higher
cancellation rates reduced net orders by 28% for the same period."

"Our Northern California markets, which first began slowing in the
fall of 2005, appear to have begun to stabilize, with cancellation
rates decreasing," Mr. Hilton continued.  "However, Arizona,
Nevada and Florida began weakening early in 2006 and are still in
transition.  The changing conditions in many of our markets make
it challenging to accurately predict order demand going forward."

"In response to these conditions, we are actively re-assessing our
land positions in every market and have reduced our total lot
supply since the beginning of the year.  We're carefully managing
lot take-downs, reducing overhead in markets experiencing slower
sales to more closely match projected revenue, and constantly
monitoring changing market conditions to ensure that we are able
to compete successfully and maximize our operating profits," said
Mr. Hilton.

The Company maintained a strong balance sheet and liquidity
throughout the quarter, reporting a net debt-to-capital ratio of
42% at June 30, 2006, despite the repurchase of one million shares
of stock in the quarter.  The Company has repurchased
approximately 7% of its outstanding stock in the first half of
2006.  Meritage increased its bank credit facility by $250 million
to a total of $850 million, and at quarter-end, had remaining
borrowing capacity of $496 million, after considering the most
restrictive covenants.

After-tax return on assets improved year-over-year to
approximately 17% from 13%, and return on equity improved to
approximately 40% from 31%, based on trailing four quarters'
results this year compared to one year ago.

"Our earnings performance for the first half of 2006 surpassed our
expectations and position us to achieve our 19th consecutive year
of record revenue and net earnings," concluded Mr. Hilton.
"However, demand continued to slow during the second quarter in
many of our markets, and we therefore expect that earnings trends
will be weaker for the next several quarters.  Based on our
reduced backlog, higher cancellations and slower order trends, we
now expect total revenue of $3.5-3.6 billion in 2006, and diluted
EPS of $10.00-10.25, including third quarter revenues of
approximately $875-900 million and earnings of $2.15-2.40 per
diluted share.  This implies a full year increase of 5-7% in
earnings per share (excluding the 2005 refinancing charge) and
approximately a 25% return on equity for our stockholders in 2006.
While the market transitions to more sustainable sales levels, we
remain committed to growing our market share while carefully
managing our balance sheet to produce superior returns for our
stockholders."

                   About Meritage Homes Corp.

Headquartered in Scottsdale, Arizona, Meritage Homes Corporation
(NYSE: MTH) -- http://www.meritagehomes.com/-- is a leader in the   
consolidating homebuilding industry.  Meritage operates in fast-
growing states of the southern and western United States,
including six of the top 10 single-family housing markets in the
country, and has reported 18 consecutive years of record revenue
and net earnings.

                         *     *     *

Meritage Homes Corp.'s 7% Senior Notes due 2014 carry Moody's
Investors Service's Ba2 rating, Fitch Ratings' BB rating and
Standard & Poors' BB- rating.


MOTHERS WORK: Earns $8.8 Million in Third Quarter of Fiscal 2006
----------------------------------------------------------------
For the third quarter ended June 30, 2006, Mothers Work Inc.
reported net income after stock option expense of $8.8 million
and net income before stock option expense of $9.3 million.

The Company's net income after stock option expense for the first
nine months of fiscal 2006 was $9.7 million while net income
before stock option expense for the first nine months of fiscal
2006 was $10.7 million.

Net sales for the third quarter of fiscal 2006 increased 7.3% to
$163.9 million from $152.7 million in the same quarter of the
preceding year.

For the first nine months of fiscal 2006, the Company's net sales
increased 7.9% to $459.9 million from $426.4 million for the same
nine months of the preceding year.

Commenting on the results, Rebecca Matthias, the Company's
president and chief operating officer said, "We are extremely
pleased with our strong sales, earnings and cash flow performance
for the third quarter of fiscal 2006, strengthening our conviction
that we will deliver significantly improved financial results in
fiscal 2006, as evidenced by the increase in our earnings guidance
for the year."

Philadelphia-based Mothers Work Inc. is a designer and retailer of
maternity apparel.  As of June 30, 2006, Mothers Work operates
1,540 maternity locations and 725 leased departments.

                          *     *     *

As reported in the Troubled Company Reporter on May 23, 2006,
Standard & Poor's Ratings Services revised its outlook on
Mothers Work Inc. to positive from negative.  All ratings,
including the 'B-' corporate credit rating were affirmed.  Mothers
Work had total funded debt outstanding of about $129 million as of
March 31, 2006.

As reported in the Troubled Company Reporter on Feb. 2, 2005,
Moody's Investors Service downgraded the long-term debt ratings of
Mothers Work, Inc.  The outlook was stable.  The downgrade
reflected Moody's expectations that there will be no near term
turnaround in the company's operating performance given the
competitive pressures in the maternity apparel market and the
growth in its store overhead cost structure.


MSGI SECURITY: Balks at Reporter's Insinuations of Nondisclosure
----------------------------------------------------------------
MSGI Security Solutions, Inc.'s chairman and CEO, Jeremy Barbera,
expressed surprise over an article reported in SmartMoney.com on
Friday, July 28, 2006, written by Lawrence Carrel

Mr. Barbera said "[I]t appears to be a continuation of the
negative attacks begun last September.  "We were asked a series of
questions by Mr. Carrel, the majority of which, if answered, would
cause MSGI to violate client confidentiality, non-disclosure
agreements, and the fair disclosure rules of the Securities and
Exchange Commission -- commonly known as Rule FD.  We stand by all
of our previous statements with respect to our projects and
contracts in process for Federal agencies of the United States as
well as our initiatives in Europe and the Middle East.

"The going concern language referred to by Mr. Carrel has been in
our filings for several quarters -- there is no news here.  Such
language is standard 'boiler-plate' for auditors whenever a
company is under-capitalized.  We have openly acknowledged the
need to complete an equity financing and all of our efforts are
focused on closing this financing so that the company has adequate
working capital for the future.

"As a gesture of good faith and in an effort to educate Mr. Carrel
about MSGI, we offered to meet him in person so that he could
learn about the vital services that we provide to our domestic and
international clients.  Mr. Carrel declined our offer.  We offered
a confidentiality agreement to Mr. Carrel so that he might have an
opportunity to review our client agreements directly and see for
himself exactly what we do and for whom.  However, Mr. Carrel
declined our offer, citing company policy.  We finally offered
several other means of third-party confidential and independent
verification of the validity of every client engagement, but again
he declined.

"It is unfortunate that we and our shareholders have been
distracted by the insinuations contained in the SmartMoney
article," Mr. Barbera concluded.  "Rather than devote any more
time or attention to it, we are concentrating on the business and
the work we perform for our clients, establishing MSGI as the
premier provider of encrypted surveillance products and services.  
We trust that our shareholders will agree with this decision and
thank them for their patience while we finalize our financing
arrangements and prepare for the August 31 meeting with Nasdaq.  
If asked for an interview by Mr. Carrel in the future; we will
regrettably have to decline."

                     "Not So Secure" Article

According to Mr. Carrel's Smartmoney.com article, over the past
nine months, the Company reported that it signed contracts from
unverified deals worth up to $28 million in sales.  Mr. Carrel
added that the Company disclosed business transactions that were
made in foreign countries like Turkey, Italy, Jordan, and Trinidad
and Tobago; and client companies that were described in vague
terms.

In most cases, investors don't have to verify to make sure
companies are doing their due diligence, but MSGI in the past have
overstated client relationships, Mr. Carrel reports.

Mr. Carrel's article also mentioned that the company claims its
clients include the U.S. Department of Homeland Security and
U.S. Department of Justice.  Yet, there were no records of
contracts for MSGI or any of its five subsidiaries after a search
of the federal procurement data system, which contains all
contracts reported by federal agencies greater than $2,500.

Mr. Carrel disclosed that according to the financial statements
filed with the Security and Exchange Commission, the Company
hasn't had a profit in five years, has been issued a going concern
statement by its auditor and posted a net loss of $7.6 million,
nearly double from last year's $3.9 million loss.  Mr. Carrel also
declared that the Company's shares dropped after the Nasdaq Stock
Market rejected an appeal from the Company to regain compliance
with the exchange's listing requirements.

"Of course, investors can't estimate what the financial impact of
closing all the projects would be, since the company won't provide
details," Mr. Carrel concludes.

                       About MSGI Security

Headquartered in New York City, MSGI Security Solutions, Inc.
(Nasdaq: MSGI) -- http://www.msgisecurity.com/-- provides   
proprietary security products and services to commercial and
governmental organizations worldwide, including the U.S.
Department of Homeland Security and U.S. Department of Justice,
with a focus on cutting-edge encryption technologies for
surveillance, intelligence monitoring, and data protection.  From
its offices in the U.S. and Europe, the company serves the needs
of counter-terrorism, public safety, and law enforcement agencies.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Oct. 26, 2005,
Amper, Politzner & Mattia P.C. expressed substantial doubt about
MSGI Security Solutions, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended June 30, 2005.  The auditing firm points to
the Company's recurring losses from operations; negative cash flow
from operations; and significant deficit in working capital.


MUSICLAND HOLDING: Wants to Walk Away from 30 Contracts & Leases
----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's authority
to reject 16 executory contracts and 14 unexpired leases pursuant
to the Court-approved Expedited Rejection Procedures.

The Leases to be rejected are:
                                                  Proposed
       Shopping Center/Mall                    Rejection Date
       --------------------                    --------------
       58 The Crossings                             7/31/006
       614 Silver Bridge Plaza                      7/31/006
       Albemarle Plaza                              7/31/006
       Auburn Plaza                                 7/31/006
       Germantown Shopping Ctr 19-A                 7/31/006
       Grand Vue Plaza                              7/31/006
       Jackson Park Shopping Ctr                    7/31/006
       Lincoln Plaza                                7/31/006
       MT Pleasant S/C                              7/31/006
       Pinecrest Plaza S/C                          7/31/006
       Shallotte Crossing                           7/31/006
       Sky View Plaza                               7/31/006
       The Plaza                                    7/31/006
       Vincennes Plaza                              7/31/006

The Contracts to be rejected are:

                                                       Rejection
    Counter Party                Description              Date
    -------------                -----------           ---------
    ADP, INC.                    Service Agreement       7/18/06
    MCI WorldCom Comm. Inc.      Service Agreement       7/18/06
    MCI WorldCom Comm. Inc.      Service Agreement       7/18/06
    AT&T Corporation             Service Agreement       7/21/06
    Eventis Telecom, Inc.        Service Agreement       7/21/06
    Attachmate Corporation       License Agreement       7/31/06
    Chicagosoft                  License Agreement       7/31/06
    Computer Associates Int'l    License Agreement       7/31/06
    Compuware Corporation        License Agreement       7/31/06
    First National Technology    Service Agreement       7/31/06
    GEAC AP                      AP Agreement            7/31/06
    GEAC Payroll                 Payroll Agreement       7/31/06
    Innovation Data Processing   License Agreement       7/31/06
    OMI International, Inc.      License Agreement       7/31/06
    Sterling Software            License Agreement       7/31/06
    Verispace, LLC               Service Agreement       7/31/06

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 15; Bankruptcy Creditors' Service, Inc., 215/945-7000)


NATIONAL ENERGY: Lehman Says Fees Must Be Paid Despite Bankruptcy
-----------------------------------------------------------------
Lehman Brothers Inc. asks the U.S. Bankruptcy Court for the Middle
District of Maryland to overrule the objection of National Energy
& Gas Transmission Inc. and its debtor-affiliates on the allowance
of its $7,217,000 claim.

Lehman Brothers pursued claims against the Debtors asserting an
unliquidated claim for services performed and for damages arising
out of the Debtors' rejection of an investment banking agreement
the Debtors entered into with Lehman before their bankruptcy
filing.  Under the Agreement, Lehman provided advisory services to
the Debtors concerning the potential sale of some of NEGT's
assets.

Marcell Solomon, Esq., at Marcell Solomon & Associates, P.C., in
Greenbelt, Maryland, asserts that Lehman Brothers, Inc.'s
provision of the list of its contacted entities is not a
condition precedent to National Energy & Gas Transmission, Inc.'s
obligation to pay Lehman's compensation fee.

The Debtors asserted in its objection that Lehman forfeited its
right to compensation because it failed to provide NEGT with the
list of the entities contacted with respect to any transaction
contemplated by the parties' investment banking agreement.

Mr. Solomon asserts that NEGT knew that Lehman not only contacted
TransCanada Corporation but also procured its bid for one of
NEGT's assets, the North Baja Pipeline, and the requirement for
the provision of the list must be excused.

The Debtors also stated that Lehman was not a disinterested party
that could be retained by the Debtors under the Bankruptcy Code.   
The impossibility of Lehman's retention, according to the
Debtors, excused or nullified NEGT's obligations under the
Agreement to pay the compensation fee to Lehman.

The Debtors' legal impossibility argument misconstrues the basis
for NEGT's obligation to pay the compensation fee, Mr. Solomon
argues.  He notes of these "undisputed" facts:

   (1) the Agreement provided for the compensation under the
       "tail" if it was terminated;

   (2) the Debtors obtained the rejection of the Agreement after
       filing for bankruptcy, stating that Lehman's services were
       no longer necessary and admitting that the tail
       compensation provision "may survive termination" of the
       Agreement;

   (3) the TransCanada and GTNC transaction was announced within
       the 12-month tail period; and

   (4) Lehman timely filed its proof of claim that it amended to
       quantify the compensation amount owed by NEGT.

The Agreement contained a "tail" provision, whereby Lehman be
entitled to receive its success fee if, within 12 months of
NEGT's elective termination of the Agreement, NEGT were to
announce a transaction with any of the entities listed by Lehman
on the notice given by Lehman to NEGT as required under the
Agreement.

The Debtors have not satisfied the strict elements of the
impossibility defense because it is narrowly applied and its
relevance is not appropriate in the dispute, Mr. Solomon also
contends.

Mr. Solomon points out that the bankruptcy law regarding the
retention of investment bankers already existed at the time NEGT
and Lehman entered in the Agreement and remained unchanged when
the Debtors invoked the protections of the bankruptcy law.  The
Debtors' bankruptcy filings and subsequent rejection of the
Agreement neither excused nor nullified the Debtors' obligation
to pay the compensation fee.

                      About National Energy

Headquartered in Bethesda, Maryland, PG&E National Energy Group,
Inc. -- http://www.pge.com/-- (n/k/a National Energy & Gas
Transmission, Inc.) develops, builds, owns and operates electric
generating and natural gas pipeline facilities and provides energy
trading, marketing and risk-management services.  The Company
filed for Chapter 11 protection on July 8, 2003 (Bankr. D. Md.
Case No. 03-30459).  Matthew A. Feldman, Esq., Shelley C. Chapman,
Esq., and Carollynn H.G. Callari, Esq., at Willkie Farr &
Gallagher represent the Debtors in their restructuring efforts.
When the Company filed for protection from its creditors, it
listed $7,613,000,000 in assets and $9,062,000,000 in debts. NEGT
received bankruptcy court approval of its reorganization plan in
May 2004, and emerged from bankruptcy on Oct. 29, 2004. (PG&E
National Bankruptcy News, Issue No. 63; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


NAVISTAR INT'L: Gets Approval to Amend $1.5 Billion Senior Loan
---------------------------------------------------------------
Navistar International Corporation obtained the required consent
to amend its three year senior unsecured term loan facility
totaling $1.5 billion to provide it with the additional
flexibility to borrow the remaining balance of the loan facility
and place such funds in escrow to repay, discharge or otherwise
cure by December 21, 2006 any existing default under its
outstanding 2.50 percent senior convertible notes.

Navistar further announced that it gave an irrevocable notice
to borrow on August 8, 2006 the remaining balance of the loan
facility in an aggregate amount of $195,028,048.61.  The
funds will be placed in escrow and used to repay, discharge
or otherwise cure defaults in connection with its 2.5 percent
senior convertible notes.

"Borrowing the remaining balance available under the term loan
facility and placing the funds in escrow provides Navistar
additional flexibility to cure the existing defaults under the
2.50 percent senior convertible notes" Robert C. Lannert, vice
chairman and chief financial officer of Navistar said.  "This
amendment to the facility also ensures that the defaults under the
final remaining series of notes from the old capital structure
will be eliminated no later than mid-December 2006, well in
advance of the Navistar Financial Corporation bank revolver waiver
maturity."

                        About Navistar

Based in Warrenville, Illinois, Navistar International Corporation
(NYSE: NAV) -- http://www.nav-international.com/-- is the parent  
company of Navistar Financial Corp. and International Truck and
Engine Corp.  The company produces International(R) brand
commercial trucks, mid-range diesel engines and IC brand school
buses, Workhorse brand chassis for motor homes and step vans, and
is a private label designer and manufacturer of diesel engines for
the pickup truck, van and SUV markets.  The company also provides
truck and diesel engine parts and service sold under the
International(R) brand.  A wholly owned subsidiary offers
financing services.

                          *     *     *

As reported in the Troubled Company Reporter on Feb 14, 2006,
Fitch downgraded Navistar International Corp.'s Issuer default
rating to 'BB-' from 'BB'; Senior unsecured debt to 'BB-' from
'BB'; and Subordinated debt to 'B' from 'B+'.  Fitch also
downgraded Navistar Financial Corp.'s Senior unsecured bank lines
to 'BB-' from 'BB'; and Senior unsecured debt to 'BB-' from 'BB'.

Fitch also assigned an indicative rating of 'BB-' to Navistar's
prospective $1.5 billion credit facility.  The ratings remain on
Rating Watch Negative.  Resolution of the Watch status will be
contingent on the filing of audited financial statements and
resolution of Navistar's debt structure.


NEIMAN MARCUS: Seeks Consents from Holders of 7.124% Debentures
---------------------------------------------------------------
The Neiman Marcus Group, Inc. is soliciting consents from all
holders of its 7.125% Senior Debentures due 2028, CUSIP No.
640204AB9, to a proposed amendment to the indenture, dated as of
May 27, 1998, between the Company, as issuer, and The Bank of New
York, as trustee, under which the Debentures were issued.  The
Company is soliciting consents from Debenture holders of record as
of Aug. 1, 2006.

The purpose of the amendment is to amend the reporting covenant in
the indenture to make it consistent with the reporting covenant in
the Company's other outstanding public debt indentures.  Under the
amendment, for so long as the Company's parent, Neiman Marcus,
Inc. continues to be a guarantor of the Debentures, the Company's
reporting obligations under the indenture will be satisfied,
provided that NMI files specified reports with the SEC and NMI's
filings include specified financial information concerning the
Company.  The amendment will become effective if holders of a
majority in aggregate principal amount of the outstanding
Debentures deliver their consent.

The solicitation will expire at 5:00 p.m., New York City time, on
Aug. 14, 2006, unless extended or terminated by the Company.   
Debenture holders will be able to revoke their consents until
valid consents from holders of a majority in aggregate principal
amount of the outstanding Debentures are received by the Company
and the amendment becomes effective, which may occur before the
expiration of the solicitation.

If the amendment becomes effective and the conditions to the
payment of the consent fee described in the consent solicitation
statement relating to the solicitation are satisfied or waived,
the Company will pay a consent fee of $1.25 in cash per $1,000
principal amount of the Debentures for which valid consents are
received prior to the expiration of the solicitation and not
revoked prior to the effectiveness of the amendment.

Headquartered in Dallas, The Neiman Marcus Group, Inc. --
http://www.neimanmarcusgroup.com/-- operates Neiman Marcus and   
Bergdorf Goodman stores, in addition to both print and online
retail businesses.  

                        *     *     *

As reported on the Troubled Company Reporter on March 31, 2006,
Fitch Ratings revised the Rating Outlook on The Neiman Marcus
Group, Inc., to Positive from Stable.  Fitch affirmed the B-
Issuer Default Rating of the Company, the 'BB-/RR1' rating on its
$600 million secured revolving credit facility, 'B/RR3' rating on
the $1.875 billion secured term loan facility, 'B/RR3' rating on
the $121 million secured debentures, 'CCC+/RR5' rating on the $700
million senior unsecured notes and 'CCC/RR6' rating on the $500
million senior subordinated notes.


NORTEL NETWORKS: Declares Dividends for Class A Pref. Shares
------------------------------------------------------------
The board of directors of Nortel Networks Limited declared a
dividend for the months of August and September on each of the
outstanding Cumulative Redeemable Class A Preferred Shares Series
5 and the outstanding Non-cumulative Redeemable Class A Preferred
Shares Series 7.

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted upwards or
downwards on a monthly basis by an adjustment factor which is
based on the weighted average daily trading price of each of the
series for the preceding month, respectively.  The maximum monthly
adjustment for changes in the weighted average daily trading price
of each of the series will be plus or minus 4.0% of Prime.  The
annual floating dividend rate applicable for a month will in no
event be less than 50% of Prime or greater than Prime.

The dividend on each series in respect of the month of August is
payable on Sept. 12, 2006, to shareholders of record of such
series at the close of business on Aug. 31, 2006.  The dividend on
each series in respect of the month of September is payable on
Oct. 12, 2006, to shareholders of record of such series at the
close of business on Sept. 29, 2006.

                     About Nortel Networks

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.  
Nortel does business in more than 150 countries.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed US$2 billion
senior note issue; downgraded the US$200 million 6.875% Senior
Notes due 2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NOVELIS INC: Obtains $2.855 Bil. Financing Pledge from Citigroup
----------------------------------------------------------------
Novelis Inc. obtained commitments for backstop financing
facilities totaling $2.855 billion from Citigroup Global Markets
Inc.

As reported in the Troubled Company Reporter on July 27, 2006,
Novelis received a notice of default from the trustee for its
7-1/4% Senior Notes due 2015.  This action resulted from the
financial restatement and review by Novelis and the subsequent
delay in filing its financial statements, which created a breach
of its bond covenants.  The notice of default triggers a 60-day
period within which the Company can cure the default by filing the
delayed reports.  Novelis stated that it is working towards this
goal; however, there can be no assurance of achievement and,
therefore, the Company has taken the step of securing commitments
for the backstop agreement from Citigroup.

As previously disclosed, the notice of default also accelerates
the deadlines for filing the delayed reports under the Company's
existing Credit Agreement waiver to 30 days from the date of
receipt of the notice.  Novelis will request a waiver from its
Credit Agreement lenders to extend the deadline for filing these
financial reports.

In the event that Novelis is not able to file its delayed reports
by the deadlines defined in the notice of default and in its
Credit Agreement waiver, the backstop financing facilities would
provide the funding necessary to retire the Senior Notes and, if
needed, replace the Company's existing term loan and revolving
credit facility.  The commitments by Citigroup under the
commitment letter are subject to the satisfaction of customary
conditions precedent for financings of this type.

                       About Novelis

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

Novelis South America operates two rolling plants and primary
production facilities in Brazil.  The company's Pindamonhangaba
rolling and recycling facility in Brazil is the largest aluminum
rolling and recycling facility in South America and the only one
capable of producing can body and end stock.  The plant recycles
primarily used beverage cans, and is engaged in tolling recycled
metal for our customers.

                        *    *    *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc.,
and its subsidiary, Novelis Corp., under review for possible
downgrade.  In a related rating action, Moody's changed Novelis
Inc's speculative grade liquidity rating to SGL-3 from SGL-2.
Novelis Corporation's Ba2 senior secured bank credit facility
rating was placed on review for possible downgrade.

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


NVIDIA CORP: Strong Performance Prompts S&P to Raise Rating to BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on Santa
Clara, California-based Nvidia Corp. from CreditWatch, where they
were placed with positive implications on July 24, 2006, and
raised its corporate credit rating to 'BB-' from 'B+'.  The
outlook is stable.  The rating actions follow sustained strong
operating performance and strong liquidity.

"The ratings on Nvidia reflect a narrow business profile,
challenging competitive landscape, and frequent product
introductions," said Standard & Poor's credit analyst Lucy
Patricola.

These are only partly offset by the company's good technology
position in high performance graphics markets and its good
liquidity.  Nvidia had no funded debt outstanding as of April 30,
2006.

Nvidia competes in a small subsegment of the semiconductor
industry, designing graphics processors used in desk-top and
notebook computers and handheld devices.  The components are sold
to consumers, as an add-in card, to computer OEMs, or in
partnership with Intel or AMD for an integrated chipset.

About two-thirds of revenues and all of its operating income are
generated from the sale of its processors to consumers and OEMs
for desktop, notebook or professional workstations.

Nvidia faces intense competition in this market across the
performance spectrum.  Intel Corp. (A+/Stable/A-1+) dominates the
low performance, value end of the market and key competitor, ATI
Technologies, Inc., has asserted technology leadership and
delivered product to market ahead of Nvidia in the past.  

Given rapid technology evolution and product acceptance, a missed
product opportunity has led to highly volatile revenue and
earnings.


O'SULLIVAN INDUSTRIES: Incurs $5.8 Mil. Net Loss in Third Quarter
-----------------------------------------------------------------
On Aug. 2, 2006, O'Sullivan Industries Holdings, Inc., filed with
the U.S. Securities and Exchange Commission its third quarter
results for fiscal year 2006 ended March 31, 2006.

The Company incurred a $5.8 million net loss on $52.5 million of
net revenues for the three months ended March 31, 2006.

As of March 31, 2006, the Company had $150.3 million in total
assets and $401.8 million in total debts, resulting in a $251.5
million stockholders' deficit.

A full-text copy of the company's Third Quarter Fiscal Year 2006
Report on Form 10-Q is available for free at:

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

Headquartered in Roswell, Georgia, O'Sullivan Industries Holdings,
Inc. -- http://www.osullivan.com/-- designs, manufactures, and  
distributes ready-to-assemble furniture and related products,
including desks, computer work centers, bookcases, filing
cabinets, home entertainment centers, commercial furniture, garage
storage units, television, audio, and night stands, dressers, and
bedroom pieces.  O'Sullivan sells its products primarily to large
retailers including OfficeMax, Lowe's, Wal-Mart, Staples, and
Office Depot.  The Company and its subsidiaries filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ga. Case No. 05-
83049).  Joel H. Levitin, Esq., at Dechert LLP, represents the
Debtors.  Michael H. Goldstein, Esq., Eric D. Winston, Esq., and
Christine M. Pajak, Esq., at Stutman, Treister & Glatt, P.C.,
represent the Official Committee of Unsecured Creditors.  On Sept.
30, 2005, the Debtor listed $161,335,000 in assets and
$254,178,000 in debts.  (O'Sullivan Bankruptcy News, Issue No. 21;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


OMI TRUST: S&P Puts Two Transaction Classes' Ratings on Default
---------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on class
M-1 from OMI Trust 1999-D and class M-2 from OMI Trust 2002-C to
'D' from 'CC'.

The lowered ratings reflect the nonpayment of timely interest on
the write-down portion of the M-1 and M-2 classes and the
unlikelihood that investors will receive complete repayment of
their original principal investments.  Each class experienced its
initial principal write-down on the May 2006 payment date, which
led to liquidation loss interest shortfalls on the June 2006
payment date.

Standard & Poor's believes that interest shortfalls for these
deals will continue to be prevalent in the future.  This
is a result of the adverse performance trends displayed by the
underlying pools of manufactured housing retail installment
contracts originated by Oakwood Homes Corp. and the location of
write-down interest at the bottom of the transactions' payment
priorities (after distributions of senior principal).

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


PULL'R HOLDINGS: Has Interim Access to $300,000 Loan From Merrill
-----------------------------------------------------------------
The Honorable Richard M. Neiter of the U.S. Bankruptcy Court for
the Central District of California in Los Angeles authorized, on
an interim basis, Pull'R Holdings LLC and Maasdam Pow'r Pull Inc.,
its debtor-affiliate, to obtain letters of credit not to exceed
$300,000 from Merrill Lynch Business Financial Services Inc.

The debtor-in-possession facility will be secured by first
priority security interests in and liens upon all of the Debtor's
existing and acquired real property, personal property, and
fixtures.  

Judge Neiter also allowed the Debtors to use cash collateral on an
interim basis in accordance with an agreed budget.  The Debtors
are presently indebted to Merrill Lynch under the prepetition
financing agreements in the principal amount of approximately
$6,849,925.

Judge Neiter further  authorized the Debtors to ratify, adopt, and
amend their prepetition financing agreements with Merrill Lynch.

The Debtors granted Merrill Lynch a super-priority administrative
claim status pursuant to Section 364(c)(1) of the Bankrutpcy Code
to secure the obligations arising from the DIP loan and the use of
cash collateral.

The Debtors will use the cash collateral and the proceeds of the
loan to continue their operations, sustain business value, pay
Merrill Lynch for fees in connection with the letter of credit
facility, and pay professional fees and expenses.

David B. Shemano, Esq., at Peitzman, Weg & Kempinsky LLP,
represents Merrill Lynch Business Financial Services Inc.

Judge Neiter will convene a final hearing at 2:00 p.m., on Aug.
29, 2006, to consider final approval of the Debtors' DIP financing
request.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and   
tools.  The Company is known for brands such as Bucket Boss, Dead
On Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669).  Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  Aram Ordubegian, Esq., and David R. Weinstein, Esq., at
Weinstein, Weiss & Ordubegian represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


PULL'R HOLDINGS: Exclusive Plan-Filing Period Stretched to Dec. 22
------------------------------------------------------------------
The Honorable Richard M. Neiter of the U.S. Bankruptcy Court for
the Central District of California in Los Angeles gave Pull'R
Holdings LLC and its debtor-affiliate, Maasdam Pow'r Pull Inc.,
until:

   -- Dec. 22, 2006, to file a plan; and
   -- Feb. 21, 2007, to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on July 17, 2006, Ric
Calder, the Debtors' chief financial officer, said that the
Debtors have been in the process of determining the Debtors'
reorganization.  Mr. Calder noted that the Debtors will reorganize
either through:

   * a sale of all or part of their stock; or
   * a sale of their businesses as going concerns.

Mr. Calder said the extension will give the Debtors enough time to
complete negotiations and formulate the terms of their plan.

Headquartered in Santa Fe Springs, California, Pull'R Holdings LLC
-- http://www.pullr.com/-- sell contractors' equipment and   
tools.  The Company is known for brands such as Bucket Boss, Dead
On Tools, and the Maasdam Pow'R-Pull line.   The Company and its
affiliate, Maasdam Pow'r Pull Inc., filed for bankruptcy
protection on April 27, 2006 (Bankr. C.D. Calif. Case No.
06-11669).  Lawrence Diamant, Esq., at Robinson, Diamant &
Wolkowitz, APC, represent the Debtors in their restructuring
efforts.  Aram Ordubegian, Esq., and David R. Weinstein, Esq., at
Weinstein, Weiss & Ordubegian represent the Official Committee of
Unsecured Creditors.  When the Debtors filed for bankruptcy, they
reported $1 million to $10 million in total assets and $10 million
to $50 million in total debts.


QWEST CORP: Moody's Rates Proposed $500 Million Notes at (P)Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba3 rating to Qwest
Corporation's planned offering of $500 of million senior notes and
placed the rating on review for possible upgrade.  On Aug. 1,
2006, Moody's placed the B1 corporate family rating of Qwest
Communications International Inc. and related entities on review
for possible upgrade based on better than expected free cash flow
in 2006 and through the first half of 2007 coupled with unexpected
revenue strength.

In particular, Qwest's ability to grow revenues and slow the
cash burn at Qwest Communications Corp. has exceeded Moody's
expectations and offset softness in Qwest's incumbent wireline
revenue due to access line erosion.

The review will focus on:

   1) the company's plans for further debt reduction and capital
      structure simplification;

   2) Qwest's revenue prospects and,

   3) the profitability and cash flow generating capacity of
      Qwest's individual operating segments over the next few
      years.

The implementation of a material common stock dividend or a share
repurchase plan within the next 12 to 18 months would likely
forestall any improvement in the current ratings.

Moody's will also consider Qwest's long-term operating strategy,
especially as it relates to network investment.  Finally, Moody's
will consider the on-going Department of Justice investigation and
pending shareholder lawsuits.  Even though these issues
pose a credit risk, the magnitude and timing of cash payments
associated with this litigation may be manageable should recent
operating trends and balance sheet strengthening continue.

Qwest is a RBOC and nationwide inter-exchange carrier
headquartered in Denver, Colorado.


REFCO INC: Chapter 7 Trustee Can Reimburse $749,579 to Refco Group
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of new York
authorizes Albert Togut, the Chapter 7 Trustee appointed to
oversee the liquidation of Refco, LLC's estate, to reimburse
$747,579 to Refco Group Ltd., LLC, for payments made to holders of
mechanic's lien claims.

As reported in the Troubled Company Reporter on July 7, 2006, Mr.
Togut, West Loop Associates LLC and the Contractors, Alps
Construction, Inc., KCE Ltd. and Griswold, Heckel & Kelly
Associates, Inc., reached a comprehensive settlement to resolve
West Loop's request, the Mechanic's Liens and the Claims.

In a Court-approved stipulation each of the Contractors agreed to:

   (i) reduce by 5% the outstanding principal amount of each of
       its Claim  pertaining to the Properties;

  (ii) waive all attorney's fees and accrual of any interest to
       which each Contractor may be entitled;

(iii) take the necessary steps to discharge and release the
       Mechanic's Liens so that the threatened default against
       West Loop may be averted;

  (iv) release Refco LLC from any further claims relating to the
       Contracts, the Mechanic's Liens, and their Claims;

   (v) withdraw their Claims against Refco LLC; and

  (vi) file no additional proofs of claim against Refco LLC.

Refco Group will pay the Contractors $747,579 in the aggregate in
full satisfaction of the Mechanic's Liens, the Claims, and any
other amounts due in connection with the Contracts.

                   West Loop's Motion to Compel

West Loop had asked the Court to compel Refco Group to comply with
its postpetition lease obligations.

Refco Group leases seven floors of an 18-story office building
owned by West Loop in the central business district of Chicago,
Illinois.  Refco, LLC, occupied some or all of the leased
premises.

Refco Group continues to occupy the Premises pursuant to a March
2006 Stipulated Order among Debtors, West Loop and Man Financial,
Inc.  The Stipulated Order contemplates rejection of the Lease
effective August 15, 2006.

Sidney P. Levinson, Esq., at Hennigan, Bennett & Dorman LLP, in
Los Angeles, California, contends that until the effective
rejection date, RGL is required "to timely perform all obligations
under the Lease to the extent required by Section 365(d)(3) of the
Bankruptcy Code.  Among those obligations, Mr. Levinson said, is a
Lease covenant to either discharge or bond any mechanic's liens
filed against the Property as a result of work performed or
alleged to have been performed on the Premises.

Mr. Levinson noted that Refco LLC has entered into a series of
agreements with Alps Construction, Inc., KCE Ltd. and Griswold,
Heckel & Kelly Associates, Inc., for the construction work to be
performed at the leased Premises.  The Contractors have sought
relief from the bankruptcy stay to commence a foreclosure action
in Illinois against RGL, Refco LLC, and West Loop.

The Contractors assert that Refco LLC or RGL failed to pay for the
work, leaving a balance in excess of $700,000, including amounts
owed for work that was not completed until nearly one month after
RGL's bankruptcy filing.  The Contractors have filed mechanic's
liens of more than $700,000 against the Property.

Although the Bankruptcy Court denied the Contractors' request, the
ruling did not fully resolve the problems West Loop faced.

Mr. Levinson relates that by letter dated April 19, 2006, West
Loop's mortgage lender, Greenwich Capital Financial Products,
Inc., issued a notice of default to West Loop based on the
existence of the Mechanic's Liens.  The notice of default provides
that, unless the Mechanic's Liens are discharged or bonded, West
Loop will be held in default under its purchase money loan
agreement dated October 7, 2005.

Unless the Court compels RGL to discharge or bond the Mechanic's
Liens, West Loop and, by consequence, RGL's estate will suffer
substantial damages that could and should otherwise be avoided if
RGL complies with its lease obligations, Mr. Levinson told Judge
Drain.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Refco Capital Trustee Hires Skadden as Special Counsel
-----------------------------------------------------------------
The Hon. Robert Drain of the United States Bankruptcy Court for
the Southern District of New York permits the Refco Capital
Markets, Ltd. Trustee, Marc Kirschner, to employ Skadden, Arps,
Slate, Meagher & Flom LLP, as his special counsel for limited
purposes under an engagement letter, pursuant to Section 327(e) of
the Bankruptcy Code and Rule 2014 of the Federal Rules of
Bankruptcy Procedure.

If Skadden seeks a waiver to represent one or more of the other
Chapter 11 Debtors on any matter in which Skadden would be
adverse to RCM, and the RCM Trustee chooses not to grant the
requested waiver, then:

   (i) Skadden may withdraw from further RCM representation and
       may represent one or more of the Other Chapter 11 Debtors
       on any matter; and

  (ii) neither RCM nor the RCM Trustee will assert that
       Skadden's prior representation of RCM should disqualify
       it from representing one or more of the Other Chapter 11
       Debtors in any manner.

Consistent with the Engagement Letter, Skadden may not represent
RCM, but will represent one or more of the Other Chapter 11
Debtors, with respect to claims arising out of or related to
intercompany transactions or allocation issues.

Skadden may be compensated in accordance with the Engagement
Letter, subject to applicable requirements for payment of fees
and disbursements under the Court's orders.

As reported in the Troubled Company Reporter on July 5, 2006, Mr.
Kirschner, wants Skadden to continue providing some, but not all,
of those services to RCM, including:

   (a) continuing advice with respect to the litigation matters
       that were stayed pursuant to the Court's November 28, 2005
       order and the Refco Securities Lawsuit;

   (b) claims resolution where the claim has been asserted
       against one or more Other Refco Companies as well as RCM
       -- other than claims by other Chapter 11 Debtors against
       RCM;

   (c) matters involving ACM Advanced Currency Markets S.A., and
       RCM's ownership interest in ACM;

   (d) matters involving consolidated tax returns filed or to be
       filed by the Chapter 11 Debtors;

   (e) recoveries against third parties arising under "cross
       margin" agreements, whether or not involving the Other
       Chapter 11 Debtors;

   (f) pending litigation between Cargill, Incorporated and the
       Chapter 11 Debtors;

   (g) in consultation with Bingham McCutchen LLP, the Trustee's
       general bankruptcy counsel, the prospective settlement
       between the Refco Companies and BAWAG P.S.K. Bank fur
       Arbeit und Wirtschaft und Osterreichische Postsparkasse
       Aktiengesellschaft and its affiliates;

   (h) any matters remaining in the preference action -- or
       enforcement of the settlement -- against the SPhinX Funds;

   (i) continuing advice with respect to the pending
       investigations by the United States Department of Justice
       and the Securities and Exchange Commission; and

   (j) motions, applications, answers, orders, reports and papers
       necessary to the administration of the RCM estate other
       than in connection with matters with respect to which RCM
       wishes to take a position different than the position
       taken by the Other Chapter 11 Debtors.

Among other things, Skadden will not be rendering services to RCM
with respect to:

   (a) whether and on what terms RCM or its creditors participate
       in a Chapter 11 plan with the Other Chapter 11 Debtors;

   (b) claims between RCM and the Other Chapter 11 Debtors
       arising out of intercompany transactions; and

   (c) advice with respect to "corporate actions" that may be
       necessary or desirable relating to various securities held
       by RCM.

With respect to intercreditor and intercompany issues in the
Chapter 11 cases, Skadden will:

    -- not, without a waiver from RCM, represent the Other
       Chapter 11 Debtors in litigation against RCM;

    -- continue to provide information and analysis to the
       Chapter 11 Debtors regarding intercompany claims;

    -- continue to represent the Other Chapter 11 Debtors in
       formulating a plan of reorganization; and

    -- continue to investigate intercompany claims as provided in
       the Engagement Letter.

Skadden and the Debtors have previously agreed that the firm's
bundled rate structure will apply to these cases.  Skadden's
hourly rates under the bundled rate structure range from:

       $585 to $830 for partners;
       $560 to $640 for counsel;
       $295 to $540 for associates; and
        $90 to $230 for legal assistants and support staff.

Skadden will allocate its fees and disbursements among the
various Chapter 11 Debtors, including RCM, to charge each estate
appropriately for the services provided on behalf of the estate.  
Skadden, RCM and the Other Refco Debtors have agreed that:

     * 2/3 of the fees and expenses Skadden incurred in
       connection with the "stockbroker" litigation culminating
       in the order appointing the RCM Trustee will be allocated
       to RCM and 1/3 to the Other Refco Debtors; and

     * Skadden's other fees incurred appropriately on behalf of
       all the Refco Companies will be allocated 40% to RCM and
       60% to the Other Refco Debtors.

J. Gregory Milmoe, a member of Skadden, assures the Court that
the firm does not have any connection with the Debtors, their
affiliates, their creditors, any other party-in-interest, their
attorneys and accountants, and the United States Trustee or any
person employed in the Office of the United States Trustee.  
Moreover, Skadden is a disinterested person as defined under
Section 101(14) of the Bankruptcy Code and does not represent any
interest that is adverse to the estates of the Chapter 11
Debtors, including RCM.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REICHHOLD INDUSTRIES: S&P Rates $195MM Sr. Unsecured Notes at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Reichhold Industries Inc.

At the same time, Standard & Poor's assigned a 'BB-' rating to
$195 million of senior unsecured notes due 2014.  The outlook is
stable.

Durham, North Carolina-based Reichhold produces unsaturated
polyester resins for composite applications and resins for
coatings and graphics arts customers.

"The ratings on Reichhold reflect aggressive debt leverage, low
operating margins, cyclicality of the company's markets, and a
limited track record of earnings at the improved levels of recent
years," said Standard & Poor's credit analyst Wes Chinn.

"These weaknesses are tempered by meaningful market positions in
its resins product lines, significant geographic diversity of
sales, a good initial cash position, and management's commitment
to reduction of debt-like obligations."

A diverse customer base, long-standing customer relationships, a
global production base, and new products should help sustain
Reichhold's competitive positions.

In particular, the geographic diversity of sales is considerable,
as roughly 45% of demand is derived outside of North America, and
customer concentration in the composites business is not a risk
factor.  

Nevertheless, Standard & Poor's assessment of the company's weak
overall business risk profile incorporates:

   * the relatively limited breadth of its primary product lines;

   * the vulnerability of its operating results to pricing
     pressures in a fragmented, competitive environment; and

   * subpar operating margins.

The business profile also considers the potential vulnerability of
operating results to increased raw-material costs in the event of
an economic downturn.

Most of sales and operating income should continue to be derived
from the composites segment, where product substitution for
traditional materials, such as wood, steel, or aluminum, in
various applications is a key long-term demand driver.  

Composites demand in the U.S. and Europe is projected to grow
moderately over the long run, subject to the cyclicality of
primary markets, including marine/consumer recreation, building
and construction, kitchen and bath, and transportation.

International sales should continue to benefit from the focus on
faster-growth regions of Eastern Europe, Asia-Pacific, and Latin
America.  The remainder-roughly 25%-of consolidated sales and
operating income is derived from the coatings segment, which
produces resins for paints, stains and other coatings, mostly for
North American markets.  Core competencies in various resins
categories should help sustain this business, where the
percentages of its contributions to overall results are not likely
to change meaningfully, given in part the maturity of its markets.

Consolidated operating income for 2005 was up sharply from dismal
levels, primarily reflecting price increases.  With generally
favorable economic conditions aiding volume growth and composites
industry capacity utilization high, another increase in
profitability is likely for 2006.  Management's aggressive focus
on productivity initiatives should continue to prove beneficial,
although there are still uncertainties regarding the ability of
Reichhold's margins to weather difficult economic times.

Ratings stability incorporates:

   * a gradual strengthening of operating margins through the
     extraction of cost savings;

   * the development of new products; and

   * ongoing expansion of international product sales.


RIEFLER CONCRETE: Hires Jager Smith as Bankruptcy Counsel
---------------------------------------------------------
Riefler Concrete Products, LLC, and Riefler Real Estate Corp.
obtained authority from the U.S. Bankruptcy Court for the Western
District of New York to employ Jager Smith P.C., as their
bankruptcy counsel

Jager Smith is expected to:

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

    b. prepare on behalf of the Debtors, all necessary schedules,
       statement, matrixes, applications, motions, objections,
       complaints, answers, orders, reports and other legal
       matters; and

    c. perform all other legal services for the Debtors as may be
       necessary.

The Debtors tell the Court that Bruce F. Smith, Esq., a partner at
Jager Smith, will bill $325 per hour for this engagement.

Mr. Smith discloses that the firm has received a $21,000 retainer.

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

Mr. Smith can be reached at:

         Bruce F. Smith, Esq.
         Jager Smith P.C.
         485 Madison Avenue, 2nd Floor
         New York, New York 10022
         Tel: (212) 683-3520
         Fax: (617) 951-2414
         http://www.jagersmith.com/

Headquartered in Hamburg, New York, Riefler Concrete Products, LLC
-- http://www.riefler.com/-- manufactures and distributes
licensed concrete masonry products, and offers concrete
construction and filling services.  The Company and its affiliate,
Riefler Real Estate Corp., filed for chapter 11 protection on
June 12, 2006 (Bankr. W.D. N.Y. Case No. 06-01574).  Bruce F.
Smith, Esq., at Jager Smith P.C., represent the Debtors in their
restructuring efforts.  When they filed for bankruptcy, the
Debtors reported assets and debts amounting between $10 million to
$50 million.


RIEFLER CONCRETE: U.S. Trustee Appoints Six-Member Creditors Panel
------------------------------------------------------------------
The U.S. Trustee for Region 2 appointed six creditors to serve on
an Official Committee of Unsecured Creditors in Riefler Concrete
Products, LLC, and Riefler Real Estate Corporation's chapter 11
cases:

    1. Buffalo Crushed Stone
       Attn: Steve Detwiler
       2544 Clinton Street
       Buffalo, New York 14224

    2. Gernatt Asphalt Products
       Attn: Randy Best
       Taylor Hollow Road
       P.O. Box 400
       Collins, New York 14034

    3. Lafarge Corporation
       Attn: Charles Pillivant
       P.O. Box 13682
       Newark, New Jersey 00718-8682

    4. J&S Transportation
       Attn: Jeff Hornburg
       8 Christy Street
       Silver Creek, New York 14136

    5. St. Mary's Cement
       Attn: Rita Napier
       55 Industrial Street
       Toronto Canada M4G 3W9

    6. St. Lawrence Cement
       Attn: Mark McMullen
       3 Columbia Circle
       Albany, New York 12203

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 Hamburg, New York, Riefler Concrete Products, LLC
-- http://www.riefler.com/-- manufactures and distributes
licensed concrete masonry products, and offers concrete
construction and filling services.  The Company and its affiliate,
Riefler Real Estate Corp., filed for chapter 11 protection on
June 12, 2006 (Bankr. W.D. N.Y. Case No. 06-01574).  Bruce F.
Smith, Esq., at Jager Smith P.C., represent the Debtors in their
restructuring efforts.  When they filed for bankruptcy, the
Debtors reported assets and debts amounting between $10 million to
$50 million.


RIEFLER CONCRETE: Committee Hires Goldstein Bulan as Counsel
------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Riefler
Concrete Products, LLC, and Riefler Real Estate Corporation's
chapter 11 cases obtained authority from the U.S. Bankruptcy Court
for the Western District of New York to retain Goldstein, Bulan &
Chiari LLP, as its bankruptcy counsel.

Goldstein Bulan is expected to:

    a. give the committee legal advice with respect to its powers
       and duties;

    b. prepare on behalf of the Committee all necessary
       applications, answers, orders, reports and other legal
       papers;

    c. monitor the activities of the Debtors and report to the
       Committee regarding that matter;

    d. represent the unsecured creditors in negotiating and
       implementing a plan of reorganization; and

    e. perform other legal services for the Committee which may be
       necessary in connection with the Debtors' bankruptcy
       proceedings.

The Committee tells the Court that Harold P. Bulan, Esq., a member
at Goldstein Bulan, will serve as the lead counsel.  Mr. Bulan
bills at $250 per hour.

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

Mr. Bulan can be reached at:

         Harold P. Bulan, Esq.
         Goldstein, Bulan & Chiari, LLP
         Suite 1440 Rand Building
         Buffalo, New York 14203-1914
         Tel: (716) 854-1332
         Fax: (716) 854-1370

Headquartered in Hamburg, New York, Riefler Concrete Products, LLC
-- http://www.riefler.com/-- manufactures and distributes
licensed concrete masonry products, and offers concrete
construction and filling services.  The Company and its affiliate,
Riefler Real Estate Corp., filed for chapter 11 protection on
June 12, 2006 (Bankr. W.D. N.Y. Case No. 06-01574).  Bruce F.
Smith, Esq., at Jager Smith P.C., represent the Debtors in their
restructuring efforts.  When they filed for bankruptcy, the
Debtors reported assets and debts amounting between $10 million to
$50 million.


SILICON GRAPHICS: Will Pay Up to $1.6MM Prepetition Custom Duties
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Silicon Graphics, Inc., and its debtor-affiliates to
pay all prepetition Delivery Charges up to an aggregate of
$1,650,000.

As reported in the Troubled Company Reporter on May 26, 2006, the
Court authorized the Debtors to pay prepetition obligations up to
an aggregate of $1,300,000.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells the Court that the Debtors have become aware of additional
outstanding prepetition Delivery Charges for $350,000.  Majority
of the outstanding $350,000 is owed SSI on account of invoices
billed to the Debtors after the Petition Date by several United
Parcel Services entities, DHL Worldwide Express and Danzas DHL
Freight, who each hold a significant portion of the Debtors' spare
parts inventory in over 100 locations worldwide.

Mr. Waisman asserts that the satisfaction of obligations owed in
respect of the prepetition Delivery Charges will allow the Debtors
to minimize costs and comply with customer deadlines.

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: Rosen Slome Hired as Panel's Conflicts Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Silicon Graphics,
Inc. and its debtor-affiliates' chapter 11 cases, obtained
permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain Rosen Slome Marder LLP as its
conflict counsel, nunc pro tunc to June 7, 2006.

As reported in the Troubled Company Reporter, July 3, 2006, RSM is
expected to:

    a. represent the Committee in connection with the
       investigation of liens and claims of the Debtors'
       prepetition secured lenders against the Debtors' estates,
       and the pursuit of claims against the lenders;

    b. represent the Committee with regard to other matters, if
       any, related to the prepetition secured lenders;

    c. assist Winston and Strawn in matters relating to the
       Debtors' proposed debtor-in-possession financing;

    d. advise the Committee and represent it concerning any other
       matters with respect to which Winston & Strawn may have a
       potential conflict of interest; and

    e. perform other professional services at the request of the
       Committee, including without limitation, those set forth in
       Section 1103.

RSM will be paid on an hourly basis in accordance with its
customary hourly rates, subject to periodic adjustments to reflect
economic and other conditions.  The firm's current hourly rates
are:

          Partners                      $325 to $380
          Paralegals and Associates     $100 to $285

Neither RSM nor its professionals hold or represent any other
entity having an adverse interest with respect the proceedings,
assures Thomas R. Slome, a partner of the firm.

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)


TANGER FACTORY: Earns $4.9 Million in Second Quarter Ended June 30
------------------------------------------------------------------
Tanger Factory Outlet Centers, Inc., reported funds from
operations available to common shareholders, a widely accepted
measure of REIT performance, for the three months ended June 30,
2006 increased 25.8% to $19.8 million as compared to FFO of
$15.7 million for the three months ended June 30, 2005.  For
the six months ended June 30, 2006, FFO increased 27.8% to
$38.6 million as compared to FFO of $30.2 million for the six
months ended June 30, 2005.

For the three months ended June 30, 2006, net income available to
common shareholders increased 40.3% to $4.9 million as compared to
$3.5 million for the second quarter of 2005.  For the six months
ended June 30, 2006, net income available to common shareholders
was $18.5 million, compared to $551,000 for the first six months
of 2005.  Net income for the six months ended June 30, 2006
included a gain on the sale of real estate incurred during the
first quarter of $13.8 million, while net income for the six
months ended June 30, 2005 included a $4.7 million loss on sale of
real estate incurred during the first quarter of 2005.

Second Quarter Highlights

   -- 4.6% increase in same center net operating income;

   -- 12.2% average increase in base rental rates on signed
      renewals with the existing tenants for 1,258,721 square
      feet, or 71.5% of the square feet scheduled to expire during
      2006;

   -- 96.2% occupancy rate for wholly owned properties, compared
      to 96.5% as of June 30, 2005;

   -- $330 per square foot in reported same-space tenant sales for
      the rolling twelve months ended June 30, 2006, up 4.1%
      compared to the twelve months ended June 30, 2005;

   -- newly constructed 264,900 square foot center in Wisconsin
      Dells, Wisconsin opening in August 2006;

   -- newly constructed 352,500 square foot center in Charleston,
      South Carolina opening in August 2006;

   -- 33.8% debt-to-total market capitalization ratio, 3.08 times
      interest coverage ratio.

Stanley K. Tanger, Chairman of the Board and Chief Executive
Officer, commented, "Our second quarter results were outstanding.
Same center net operating income increased 4.6%, while average
tenant sales increased 7.4% during the second quarter of 2006,
continuing the positive momentum experienced in the first quarter.   
We are very excited to see our two new centers nearing completion
and look forward to both grand openings in August of this year."

                   Portfolio Operating Results

During the second quarter of 2006, Tanger executed 113 leases,
totaling 466,203 square feet within its wholly owned properties.
Lease renewals for the second quarter of 2006 accounted for
316,120 square feet and generated a 14.0% increase in average base
rental rates on a straight-line basis.  Base rental increases on
re-tenanted space during the second quarter averaged 36.7% on a
straight-line basis and accounted for the remaining 150,083 square
feet.  For the first six months of 2006, 1,258,721 square feet of
renewals generated a 12.2% increase in average straight-line base
rental rates, and represented 71.5% of the 1,760,000 square feet
originally scheduled to expire during 2006.

Same center net operating income increased 4.6% for the second
quarter of 2006 compared to the same period in 2005.

Reported same-space sales per square foot for the rolling twelve
months ended June 30, 2006, were $330 per square foot.  This
represents a 4.1% increase compared to the rolling twelve months
ended June 30, 2005.  For the second quarter of 2006, same-space
sales increased by 7.4%, as compared to the same period in 2005.   
Same-space sales is defined as the weighted average sales per
square foot reported in space open for the full duration of the
comparative periods.  Reported same-store sales increased 5.3% for
the three months ended June 30, 2006, and increased 3.0% for the
six months ended June 30, 2006.  Same-store sales are defined as
sales for tenants whose stores have been open from Jan. 1, 2005,
through the duration of the comparison period.

                 Investment and Other Activities

During the second quarter of 2006, construction neared completion
on the company's two new centers located in Wisconsin Dells,
Wisconsin and Charleston, South Carolina.  The 264,900 square foot
center in Wisconsin Dells, Wisconsin is currently 97% leased with
tenant commitments for an additional 2% of the leasable space.   
Tanger has scheduled a grand opening celebration for Aug. 18,
2006.  Tenants in the center will include Polo Ralph Lauren,
Abercrombie & Fitch, Hollister, Gap, Banana Republic, Old Navy,
Liz Claiborne, Nike, Adidas, Tommy Hilfiger and many others.  The
Wisconsin Dells property, which was developed and is managed and
leased by Tanger for a fee, is owned through a joint venture of
which Tanger owns a 50% interest.

Tanger's 352,500 square foot center in Charleston, South Carolina
is currently 72% leased with tenant commitments for an additional
7% of the leasable space.  The company has scheduled a grand
opening celebration for Aug. 31, 2006.  Tenants in the center will
include Gap, Banana Republic, Liz Claiborne, Nike, Adidas, Tommy
Hilfiger, Guess, Reebok and many others.  The Charleston property
is wholly owned by Tanger.

Tanger continues the pre-development and leasing of two previously
announced sites located in Pittsburgh, Pennsylvania and Deer Park
(Long Island), New York.  The company has contracted with Allegany
Power to move certain power lines located on the Pittsburgh site
and plans to close on the acquisition of the land later this year,
with an expected delivery of the center in the first quarter of
2008.  The Pittsburgh center will be wholly owned by Tanger.  The
company expects to begin demolition of the building located at the
Deer Park site before the end of 2006 and currently expects this
center will also be delivered in the first quarter of 2008.  The
Deer Park property is owned through a joint venture of which
Tanger and two venture partners each own a one-third interest.

         Financing Activities and Balance Sheet Summary

During the second quarter of 2006, Tanger received commitments
from Branch Banking and Trust Co. and SunTrust Bank for additional
unsecured lines of credit of $25 million each.  Since the end of
the second quarter, the company has closed on the BB&T line of
credit and expects to close on the SunTrust Bank line of credit
within the next few months, bringing Tanger's total unsecured line
of credit capacity to $200 million.  As of June 30, 2006 the
company had $49.8 million outstanding on its unsecured lines of
credit.

Tanger's total market capitalization as of June 30, 2006 increased
38% from the same period in 2005 to approximately $1.9 billion,
with $650.6 million of debt outstanding.  The company's debt to
total market capitalization improved to 33.8% as of June 30, 2006
from 35.0% as of June 30, 2005.

As of June 30, 2006, $547.3 million, or 84% of Tanger's total
debt, was at fixed interest rates. During the second quarter of
2005, the company continued to maintain a strong interest coverage
ratio of 3.08 times.

Tanger Factory Outlet Centers, Inc. (NYSE: SKT) --
http://www.tangeroutlet.com/-- is a fully integrated, self-  
administered and self-managed publicly traded REIT.  The Company
presently owns 29 centers in 21 states coast to coast, totaling
approximately 8.0 million square feet of gross leasable area.  
Tanger also manages for a fee and owns a 50% interest in one
center containing approximately 402,000 square feet and manages
for a fee three centers totaling approximately 293,000 square
feet.  

                         *     *     *

Moody's Investors Service assigned a Ba1 rating on Tanger
Factory's Preferred Stock in June 2005.


TEMBEC INC: Incurs $6.6 Million Net Loss in Fiscal Third Quarter
----------------------------------------------------------------
Tembec Inc. generated a net loss of $6.6 million for the third
quarter ended June 24, 2006, compared to a net loss of $142.5
million in the corresponding quarter ended June 25, 2005.

Consolidated sales for the third quarter ended June 24, 2006, were
$862.3 million, down from $937.7 million in the comparable period
last year.  Earnings before unusual items, interest, income taxes,
depreciation, amortization and other non-operating expenses was
$21.2 million, unchanged from EBITDA of $21.2 million a year ago
and up from EBITDA of $4.9 million in the prior quarter.

The June 2006 quarterly financial results include an after-tax
gain of $44.9 million relating to the gain on translation of
foreign debt.  After adjusting for this item and certain specific
items, the Company would have generated a net loss of $55.6
million.  This compares to a net loss of $53.1 million in the
corresponding quarter ended June 25, 2005 and a net loss of
$109.5 million or per share in the previous quarter.

                     Business Segment Results

The Forest Products segment generated EBITDA of $100,000 on sales
of $271.1 million.  This compares to EBITDA of $13.7 million on
sales of $287.9 million in the prior quarter.  The sales decrease
of $16.8 million was caused by lower selling prices for SPF lumber
as well as lower volumes of third party log sales.  The latter
decrease is seasonal in nature as the March quarter represents a
peak activity period for timber deliveries.  US$ reference prices
for random lumber decreased by approximately $23 per mfbm while
stud lumber decreased by $21 per mfbm.  Currency was unfavorable
as the Canadian dollar averaged US$0.890, up 3% from US$0.867 in
the prior quarter.  The net effect was a decrease in EBITDA of
$12.1 million or $32 per mfbm.  SPF lumber margins were negatively
impacted by higher timber costs, primarily in the province of
Ontario.  In the prior quarter, producers had benefited from
government initiatives to reduce costs.  The higher costs were
offset by the seasonally higher profitability of the engineered
wood business and lower lumber export duties.  During the quarter,
countervailing and antidumping duties totaled $9.5 million,
compared to $10.7 million in the prior quarter.  Since May 2002,
the Company has incurred $336.9 million of duties, which remain
subject to the resolution of the softwood lumber dispute.

The Pulp segment generated EBITDA of $14.1 million on sales of
$388.1 million for the quarter ended June 2006 compared to EBITDA
of $1.8 million on sales of $355.7 million in the March 2006
quarter.  The $32.4 million increase in sales was driven by higher
shipments and prices for paper pulps.  While US $ reference prices
increased over the prior quarter, currency partially offset the
increase as the Canadian $ averaged US $0.890, up 3% from US
$0.867.  The net price effect was an increase of $20 per tonne,
increasing EBITDA by $12.1 million. Total downtime in the June
quarter was 11,200 tonnes, compared to 15,500 tonnes in the prior
quarter.

The Paper segment generated EBITDA of $5.1 million on sales of
$220.5 million. This compares to negative EBITDA of $11.7 million
on sales of $202.3 million in the prior quarter.  Sales increased
by $18.2 million primarily as a result of higher shipments.  US $
reference prices for newsprint and coated bleached board improved
by US $14 per tonne and US $7 per short ton respectively while
coated papers experienced a decline of US $21 per short ton.  The
stronger Canadian $, which averaged US $0.890, up 3% from US
$0.867 in the prior quarter, more than negated the improvement in
prices.  The net price effect was a decrease of $20 per tonne,
reducing EBITDA by $5.0 million.  Manufacturing costs were
positively impacted by lower energy costs, which decreased by $9.3
million over the prior quarter, as well as lower labour and
maintenance costs, which were higher in the prior quarter because
of the annual maintenance shutdown at the St. Francisville
papermill.  Total downtime in the June quarter was 1,200 tonnes,
down from 12,400 tonnes in the prior quarter.

                            Other items

During the quarter, the Canadian and US governments completed the
negotiation of an agreement to govern the flow of Canadian
softwood lumber into the US.  Before the agreement can come into
effect, it requires approval by the Canadian parliament as well as
acceptance by the Canadian lumber industry and the affected
provinces.  The current timetable calls for these approvals to be
in place by October 1st, 2006.  The agreement provides for the
return of a substantial portion of duties deposited since May
2002, including accrued interest thereon. Current estimates are
that the Company would receive a refund of approximately $250
million and that a substantial portion of the refund would be
remitted in the December 2006 quarter.

The Company had previously set an objective of generating between
$100 and $150 million of funds from non-operating initiatives in
fiscal 2006.  Following a further review of the ongoing
initiatives, the Company has increased the target to $200 million.  
This target includes the sale of the OSB business that was
successfully completed in late February for $98 million.

                              Outlook

The improved operating results were driven by higher pricing in
the pulp business and lower costs in the paper business.  Going
forward, we do not anticipate any significant currency relief as
the Canadian $ continues to trade in the US $0.88-$0.90 range.  
The pulp market continues to improve, with a price increase
implemented in July.  However, lumber markets have softened over
the last several months.  The primary challenges faced by the
industry are the strength of the Canadian $ and higher chemical,
energy and wood costs, particularly in Eastern Canada.  These
issues are being addressed as part of the Company's aggressive
cost reduction program.  The recent mill closures as well as the
restructuring of our coated paper operations in St. Francisville,
Louisiana are having a positive impact on our results.  The
Company continues to work for a timely resolution of the lumber
dispute with the United States and a refund of monies deposited.

During the June 2006 quarter, the Company's joint venture Temlam
Inc. completed the sale of its metal plates and webs operations
located in Bolton, Ontario.  Based on the Company's 50% ownership,
consideration received amounted to $11.3 million including net
working capital of $1.5 million.  As a result of this transaction,
the Company recorded a gain of $4.5 million.  The after-tax effect
of this gain was $3.1 million.

During the March 2006 quarter, the Company recognized an
impairment charge of $169 million related to the property, plant
and equipment of the Smooth Rock Falls, Ontario pulpmill as the
majority of its long-lived assets are no longer recoverable and
exceed their fair value.  The after-tax effect of this charge was
$111.3 million.

As a result of the ongoing restructuring of the St. Francisville,
Louisiana papermill, the Company recorded an unusual charge of
$7.1 million relating to additional severance and other related
costs.  As no tax recovery was recorded, the after-tax effect of
the charge was $7.1 million.

Based in Montreal, Quebec, Tembec Inc. -- http://www.tembec.com/
-- is a forest products company.  With operations principally
located in North America and in France, the Company employs
approximately 10,000 people.  Tembec's common shares are listed on
the Toronto Stock Exchange under the symbol TBC.

                            *    *    *

As reported in the Troubled Company Reporter on June 26, 2006,
Standard & Poor's Ratings Services affirmed its 'CCC-' corporate
credit and senior unsecured debt ratings on Tembec Inc. and its
subsidiary, Tembec Industries Inc.  The outlook is negative.


TIER TECHNOLOGIES: Nasdaq Listing Council Affirms Delisting
-----------------------------------------------------------
Tier Technologies, Inc. was notified that the Nasdaq Listing
Council had reviewed the company's appeal, but had affirmed the
Panel's decision to delist the Company's securities from The
Nasdaq National Market for failure to comply with the filing
requirement, as set forth in Nasdaq Marketplace Rule 4310(c)(14).

The Company disclosed it continues to work diligently with its
auditors to complete the review and file its financial statements
with the Securities and Exchange Commission and apply for re-
listing with the Nasdaq.

Headquartered in Reston, Virginia, Tier Technologies, Inc.
-- http://www.tier.com/-- provides transaction processing and  
packaged software and systems integration services to more than
2,200 federal, state, and local governments, educational
institutions, utilities and commercial clients in the U.S. and
abroad.  The Company, through its subsidiary, Official Payments
Corp. -- http://www.officialpayments.com/-- designs, installs and  
maintains cutting-edge public sector software systems, and
delivers fast, secure and convenient financial transaction
processing solutions.

                           Defaults

As reported in the Troubled Company Reporter on March 21, 2006,
the expected restatement, the delayed availability of Tier
Technologies, Inc.'s financial statements for the fiscal year
ended Sept. 30, 2005, and the anticipated loss for the quarter
ended Sept. 30, 2005, constituted events of default under the
revolving credit agreement between the Company and its lender,
City National Bank.  In addition, the Company incurred similar
events of default for the quarter ended Dec. 31, 2005.


TRANSAMERICA REAL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------
Debtor: TransAmerica Real Estate Group
        155 West Main Street, Suite 100A
        Columbus, OH 43215-5073

Bankruptcy Case No.: 06-54058

Chapter 11 Petition Date: August 3, 2006

Court: Southern District of Ohio (Columbus)

Debtor's Counsel: Grady L Pettigrew, Jr., Esq.
                  Pettigrew & Associates, LLC
                  115 West Main, Suite 400
                  Columbus, OH 43215-5099
                  Tel: (614) 224-1113
                  Fax: (614) 228-0701

Estimated Assets: $1 Million to $10 Million

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

Debtor's Largest Unsecured Creditor:

   Entity                         Nature of Claim   Claim Amount
   ------                         ---------------   ------------
Franklin County                   Real Estate Taxes      $30,000
Richard Cordray Treasurer
373 South High Street, 17th Floor
Columbus, OH 43215


TRANSWITCH CORP: Posts $1.3 Mil. Net Loss in 2006 Second Quarter
----------------------------------------------------------------
TranSwitch Corporation disclosed that it posted second quarter
2006 net revenues of approximately $10.3 million and a net loss of
$1.3 million.  This compares with second quarter 2005 net revenues
of approximately $8.0 million and a net loss of $12.7 million.

"The second quarter of 2006 was a strong quarter for TranSwitch
from a revenue, margin, and design-win point of view and we enter
the third quarter of 2006 with a strong confidence regarding the
long-term prospects of TranSwitch Corporation.  This is based on
the fact that we have design-wins in key platforms of most of the
Tier-1 customers, we have a product portfolio second to none, our
balance sheet is strong and we have been successful in reducing
our expenses systematically," commented Dr. Santanu Das, president
and chief executive officer of TranSwitch Corp.

"We have been consistently securing significant design-wins and
the task at hand is to translate these design-wins to production
volume and this is where we are focused on in our applications
support," Dr. Das continued.

The net loss for the second quarter of 2006 includes these non-
cash items:

   -- Other income of approximately $1.8 million reflecting the
      change in the fair value of the derivative liability
      relating to the Company's 5.45% Convertible Plus Cash
      Notes(SM) due Sept. 30, 2007, compared with other expense
      of $4.7 million on the change in the fair value of the
      derivative liability in the second quarter of 2005;

   -- Interest expense of approximately $400,000 relating to the
      on-going amortization of the debt discount related to the
      Company's Plus Cash Notes compared to such amortization of
      $1.2 million in the second quarter, 2005; and

   -- Stock option expense of $700,000 as a result of the
      Company's adoption of FAS 123R, of which $200,000 is
      included in research and development, $200,000 is included
      in marketing and sales and $300,000 is included in general
      and administrative.

For the six months ended June 30, 2006, the Company posted net
revenues of approximately $20 million and a net loss of
$6.9 million.  This compares to net revenues of approximately
$17.0 million and a net loss of $19 million in the comparable
period of 2005.

During the second quarter, 2006, the Company reported a gross
margin on product revenues of $7 million or 71%.  This margin was
impacted by a cost of sales benefit totaling $800,000 from the
sale of inventory that was previously written-off.

"Based on our current visibility, we project revenue of around
$10.3 million in the third quarter of 2006 with $9 million coming
from product sales and $1.3 million from Mysticom I.P. business.  
For the second half of this year, Mysticom should be cash-flow and
P&L neutral," Dr. Das continued.

"Our opening product backlog was approximately $6.8 million for
the third quarter.  Our third quarter 2006 net loss is estimated
to be in the range of negative $0.03 to $0.04 per basic and
diluted common share. This net loss estimate for the third quarter
of 2006 excludes any adjustment to the fair value of the
derivative liability associated with our 5.45% Convertible Plus
Cash Notes(SM).  The non-cash adjustment to fair value is based on
several estimates, including our common stock price during the
quarter ending Sept. 30, 2006," Dr. Das concluded.

Based in Shelton, Conn., TranSwitch Corporation (NASDAQ: TXCC) --
http://www.transwitch.com/-- designs, develops and markets  
innovative semiconductors that provide core functionality and
complete solutions for voice, data and video communications
network equipment.  As a supplier to telecom, datacom, cable
television and wireless markets, TranSwitch customers include the
major OEMs that serve the worldwide public network, the Internet,
and corporate Wide Area Networks.  TranSwitch devices are
inherently flexible; many incorporating embedded programmable
microcontrollers to rapidly meet customers' new requirements or
evolving network standards by modifying a function via software
instruction.  TranSwitch implements global communications
standards in its VLSI solutions and is committed to providing
high-quality products and services.  TranSwitch is an ISO 9001:
2000 registered company.

                           *     *     *

TranSwitch Corp. carry Standard and Poor's Ratings Service's  B-
long-term foregn and local issuer credit ratings.


TUESDAY MORNING: Earns $2.9 Mil. in Second Quarter Ended June 30
----------------------------------------------------------------
Tuesday Morning Corporation reported net income of $2.9 million
for the second quarter ended June 30, 2006, compared to
$10.5 million for the second quarter of 2005, a decrease of
$7.6 million.

For the six-months ended June 30, 2006, the Company's net income
was $9.4 million, compared to $17.2 million in the same period in
2005, a decrease of $7.8 million.

Net sales for the second quarter of 2006 were $207.7 million, a
decrease of 5.1% from $218.8 million for the second quarter last
year.  

For the six-month period ended June 30, 2006, sales were $395.4
million, down 2.2%, compared to $404.4 million for the same prior-
year period.

"Our average ticket increased year-over-year, however, lower
traffic in our stores as a result of well documented economic
conditions impacted our comparables.  Challenges remain in the
near term, but we believe our product offerings are well
positioned for the last six-months of the year," Kathleen Mason,
the Company's president and chief executive officer, said.

Tuesday Morning is a retailer of decorative home accessories and
gifts in the United States.  The Company opened its first store in
1974 and currently operates 762 stores in 46 states during
periodic "sale events."  

                          *     *     *

Tuesday Morning Corp. carry Moody's Investors Service's Ba3 issuer
rating, Ba2 corporate family rating and Ba3 senior subordinated
debt rating.


US INVESTIGATIONS: Moody Holds $603MM Senior Loan's Rating at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to the proposed
$30 million senior secured first lien term loan D of US
Investigations Services, LLC and affirmed USIS's B2 corporate
family rating.

Moody's took these rating actions:

   * $60 million senior secured first lien revolver due
     Oct. 14, 2011, affirmed B2

   * $395 million senior secured first lien term loan B due
     Oct. 14, 2011, affirmed B2

   * $148 million senior secured first lien term loan C due
     Oct. 14, 2011, affirmed B2

   * $30 million proposed senior secured first lien term
     loan D due Oct. 14, 2011, assigned B2

   * Corporate Family Rating, affirmed B2

The ratings outlook is stable.

In July 2006 USIS successfully rebid for its key U.S. government
Office of Personnel Management contract to supply background
investigation services.  The government changed the structure of
the contract, but the new contract essentially formalizes
practices that have been in effect since January 2005 under which
OPM awarded business under blanket purchasing agreements to a
total of six competitors, which has been reduced to five under the
new contract.

Moody's expects USIS's network of field offices and staff of
over 2,600 investigators will permit USIS to remain the leading
provider of such services and to maintain its greater than 60%
market share.

USIS is increasing its revolver and adding the term loan D to cope
with an expected increase in working capital required to service
the OPM contract under its new terms.  The government changed the
terms of the new contract to eliminate the 50% up-front payment
for investigative cases, replacing the up-front payment scheme
with payment in arrears.

Moody's expects the increased working capital burden on USIS to
amount to about $85 million over the next year.  The government
also shortened the maximum case length from 180 days to less
than 90 days and implemented a new structure with incentives and
penalties that are designed to speed background investigations.

The factor weighing most on the ratings is USIS's financial
leverage. Moody's estimates that pro forma for the transaction and
adjusted for operating leases total debt to EBITDA will be over
5x. Free cash flow is likely to be negative for fiscal years
ending September 30, 2006 and September 30, 2007 due in the first
instance to the effect of a $185 million dividend payment
associated with a recapitalization in October 2005 and in the
second instance to the working capital adjustment resulting from
the change in terms of the OPM contract.  Excluding the effects of
the dividend and the change in working capital usage, Moody's
estimates USIS's adjusted pro forma free cash flow to debt to be
in the mid single digit range. Moody's expects USIS to achieve
EBIT margins in the high single to low double digit range and to
maintain EBIT interest coverage of over 1.5x.

The stable outlook is predicated on USIS maintaining its present
operating and competitive profile.  The outlook or ratings could
be raised if USIS exhibits consistent operating performance with
adjusted total debt to EBITDA falling below 5 times and free cash
flow to debt rising above 5% on a sustained basis.  The ratings
could be lowered if USIS were to pursue financial policies or
encountered operational challenges that resulted in increased
leverage, with adjusted total debt to EBITDA rising toward 6x,
free cash flow to debt continuing to remain negative, or interest
coverage falling to below 1x.

US Investigations Services, LLC, with corporate headquarters in
Falls Church, Virginia, is a leading provider of background
investigation and security services to the United States
Government and to the commercial sector.  Total revenues for
the twelve months ended March 31, 2006 were approximately
$766 million.


WASTE SERVICES: Posts $11.1 Million Net loss for 2nd Quarter 2006
-----------------------------------------------------------------
Waste Services Inc. incurred $11.1 million net loss from
continuing operations for the three months ended June 30, 2006,
compared to $14.2 million in the same period last year.

The Company's revenue from continuing operations for the quarter
was $101.6 million, an increase of $12.7 million, or 14.3% over
the same period last year.

For the six months ended June 30, 2006, the Company's revenue from
continuing operations was $190.1 million, an increase of $18.3
million, or 10.7% over the comparable period last year.

Net loss from continuing operations was $28.9 million for the six
months ended June 30, 2006, compared to a net loss from continuing
operations of $28.5 million for the comparable period last year.

Commenting on the results, David Sutherland-Yoest, the Company's
chairman and chief executive officer, stated "We are pleased to
report record adjusted EBITDA of $20.2 million for the second
quarter, which exceeded our internal expectations.  The recent
announcement of our entry into South Florida will allow us to
expand further our largest market and increase disposal volumes at
our JED Landfill.  As a result of the strong performance in the
second quarter, recent Florida acquisitions and entry into the
Miami-Dade market, we are raising our 2006 adjusted EBITDA
guidance to $77.0 million to $80.0 million from our previously
provided guidance of $70.0 million to $75.0 million."

Waste Services Inc. -- http://www.wasteservicesinc.com/-- is a  
multi-regional, integrated solid waste services company that
provides collection, transfer, disposal and recycling services in
the United States and Canada.  

                          *     *     *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service affirmed the debt ratings of Waste
Services: B2 rating on the $60 million guaranteed senior secured
credit facilities due 2009; B2 rating on the $200 million
guaranteed senior secured Term Loans due 2011; Caa2 rating on $160
million guaranteed senior subordinated notes due 2014; and
B3 Corporate Family Rating.  The ratings outlook remained stable.

As reported Troubled Company Reporter on Aug. 20, 2004,
Standard & Poor's Ratings Services lowered its corporate credit
and senior secured bank loan ratings on Waste Services Inc. to
'B-' from 'B+' and its senior subordinated debt rating to 'CCC'
from 'B-'.  At the same time, Standard & Poor's placed all the
ratings on CreditWatch with negative implications.  Scottsdale,
Arizona-based Waste Services had approximately $320 million of
total debt, including mandatorily redeemable preferred stock,
outstanding at June 30, 2004.


WINN-DIXIE STORES: Florida Court Approves Disclosure Statement
--------------------------------------------------------------
On Aug. 4, 2006, the U.S. Bankruptcy Court for the Middle District
of Florida approved the Disclosure Statement of Winn-Dixie Stores,
Inc., filed, on Aug. 2, 2006, together with the Company's proposed
Plan of Reorganization.  The Court also authorized Winn-Dixie to
begin soliciting approval from its creditors for the Plan of
Reorganization.  With these developments, Winn-Dixie remains on
schedule to emerge from Chapter 11 protection as soon as late
October.

Winn-Dixie expects to emerge from its reorganization with
sufficient financing and liquidity to make significant investments
in its current store base, to develop new stores, and to take
other actions to position the business to compete effectively in
its markets over the next several years.  The company also expects
to emerge with only a minimal amount of long-term debt on its
balance sheet.

"Court approval of the Disclosure Statement and authorization to
begin the solicitation of creditor approval of our Plan of
Reorganization are two important steps on our path to emergence
from bankruptcy," Winn-Dixie President and Chief Executive Officer
Peter Lynch said.  "Our momentum continues to build in our
business. Our associates are energized and excited about the
progress we have made in our turnaround, and our customers are
responding favorably to our continued focus on providing
outstanding service and products."

At a hearing Friday in Jacksonville, the Honorable Jerry A. Funk
ruled that Winn-Dixie's Disclosure Statement was adequate for the
purposes of soliciting creditor approval for the Plan of
Reorganization.  A confirmation hearing for the Court to consider
approval of the Plan of Reorganization has been scheduled for
Oct. 13, 2006.  Later this month Winn-Dixie will begin mailing
notice of the proposed confirmation hearing and begin the process
of soliciting approvals for the Plan of Reorganization from
qualified claim holders.  The official committee of unsecured
creditors in Winn-Dixie's Chapter 11 proceedings has provided a
letter to the company, to be mailed to creditors with the
Disclosure Statement, recommending that creditors vote in favor of
the Plan of Reorganization.  Assuming the requisite approvals are
received and the Court confirms the Plan under the company's
current timetable, Winn-Dixie will emerge from Chapter 11
protection in late October or early November 2006.

"The Plan of Reorganization and Disclosure Statement represent the
culmination of a concerted effort by a large number of people to
get Winn-Dixie out of Chapter 11 and maximize its value to
creditors," H. Jay Skelton, Chairman of the Winn-Dixie Board of
Directors, said.  "The creditors committee has provided assistance
in brokering the compromise of the 'substantive consolidation'
dispute that is included in the Plan and, without which, our
Chapter 11 case could be mired in expensive litigation for many
years.  We also appreciate that the creditors committee has lent
its support to our emergence from Chapter 11 by recommending to
creditors a vote in favor of the Plan."

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Winn-Dixie has received a commitment for up to $725 million in
exit financing from Wachovia Bank.  The exit financing, which will
replace the company's current debtor-in-possession credit facility
on the effective date of a Plan of Reorganization, will increase
Winn-Dixie's cash availability substantially.  The Court approved
the commitment letter for the exit financing on July 27.

If the company's Plan of Reorganization is confirmed, current
holders of Winn-Dixie's equity will not receive any distributions
following emergence and their equity interests will be cancelled
once the Plan of Reorganization becomes effective.

            Terms of the Revised Disclosure Statement

In their second proposed Disclosure Statement, the Debtors have
added information regarding:

   -- holders or potential holders of unsecured claims concerning
      claim classifications;

   -- holders of executory contracts and unexpired leases
      concerning contingent voting;

   -- their financial performance while under bankruptcy
      protection;

   -- the reconstitution of the Official Committee of Unsecured
      Creditors and its service post-effective date of the Plan;

   -- possible restrictions on transfer of new securities; and

   -- treatment of common stock reserve.

According to Cynthia C. Jackson, Esq., at Smith Hulsey & Busey,
in Jacksonville, Florida, the Debtors have made the revisions as
a result of additional negotiations with the Creditors Committee
and to address objections and informal comments received from
parties-in-interest.

As previously reported, the estimated range of reorganization
value of the reorganized Debtors for the purposes of the Plan is
estimated to be about $625,000,000 to $890,000,000 as of the
assumed emergence date of September 30, 2006.

Ms. Jackson clarifies that the estimated range of reorganization
value excludes any value for tax attributes that may or may not
be available in the future.

The Debtors have not made any changes to their pro forma
financial projections, Ms. Jackson notes.

              Classification of Unsecured Claims

According to the Revised Disclosure Statement, the Plan provides
for five Classes of Unsecured Claims, namely Noteholder Claims in
Class 12, Landlord Claims in Class 13, Vendor/Supplier Claims in
Class 14, Retirement Plan Claims in Class 15, and Other Unsecured
Claims in Class 16.

Unsecured Claimants entitled to vote on the Plan will receive a
ballot that identifies the Class in which the Debtors believes
the claim belongs.  Claimants who disagree with the
classification are directed to follow instructions printed on the
ballot on how to file a motion for determination of plan class
with the Court.  

Holders of claims that are contingent, unliquidated, disputed, or
late, will receive a Notice of Non-Voting Status and Temporary
Allowance Procedures as well as a Claim Reduction Form, which
identifies the type of Unsecured Claim the holder will have if
the claim is allowed.  The Claim Reduction Form also contains
instructions on how to file a motion for determination of plan
class.

If no responses are filed, the unsecured claims will be treated
for all purposes as the type of claim identified on the ballot or
Class Reduction Form.

                       Contingent Voting

For parties to executory contracts or unexpired leases that have
not yet been assumed or rejected, but if rejected would
potentially give rise to a rejection damage claims, the Court has
approved a procedure under which the parties will be permitted to
cast a contingent vote.

Contingent votes will only be counted if a motion to reject a
contract or lease is filed before the hearing date to consider
confirmation of the Plan.

Under the Court-approved procedure, Claim Holders must:

  (a) file with the Bankruptcy Court a request for the temporary
      allowance of their rejection damage claims for voting
      purposes,

  (b) contemporaneously request a ballot in the amount of the
      possible rejection damage claims; or

  (c) properly complete and return the ballot before the Voting
      Deadline.

If a Claim Holder receives a ballot with respect to a prepetition
claim owing under a contract or lease, the prepetition claim
amount will be aggregated with the rejection damage claim.  
Consequently, the claim holder will be counted as one vote for
purposes of numerosity.

The Debtors reserve their right to object to the asserted
rejection damage claim amount and to ask the Court at the
Confirmation Hearing to reduce the claim amount temporarily
allowed for voting purposes.

                     About Winn-Dixie Stores

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is a food retailer.  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: Changes Under Amended Joint Plan of Reorganization
--------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates presented their
revised Joint Plan of Reorganization and its accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the Middle
District of Florida on Aug. 2, 2006.  Under the amended plan, the
Debtors change the estimated allowed amounts for certain classes
of claims:

                                         Estimated Allowed Claims
                                         ------------------------
  Class      Claims                      Original         Amended
  -----      ------                      --------         -------
   n/a       Administrative Claims      $76,600,000    66,500,000
   
   n/a       Priority Tax Claims         14,900,000     6,000,000
   
    8        Thrivent/Lutherans             395,864       375,000
             Leasehold Mortgage Claim      (6/30/06)    (7/31/06)

   10        Secured Tax Claims          31,300,000    25,500,000

   20        Non-Compensatory            10,000,000    11,000,000
             Damages Claims  

The Debtors will have additional obligations arising on the
Effective Date, as a consequence of the implementation of the
Plan, which obligations include, without limitation,

   -- the potential success fees earned by advisors to the
      Debtors and the Creditors Committee -- estimated to be
      $11,500,000;

   -- fees and expenses payable to the exit lender in connection
      with the closing of the Exit Facility  -- estimated to be
      $6,500,000; and

   -- the costs of acquiring a D&O tail insurance policy --
      estimated to be $10,000,000.

No application seeking payment of an Administrative Claim need be
filed with respect to Cure owing under an executory contract or
unexpired lease if the amount of Cure is fixed or proposed to be
fixed by order of the Bankruptcy Court pursuant to a motion to
assume and fix the amount of Cure filed by the Debtors and a
timely objection asserting an increased amount of Cure filed by
the non-Debtor party to the subject contract or lease.

The Debtors indicate that Class 3 Workers Compensation Claims
will continue to be paid in ordinary course.

The estimated allowed claims for Class 11 Other Secured Claims
are pending determination through the claims process.  The
Debtors have not identified any claim under Class 11 as of
Aug. 2, 2006.

On the initial Distribution Date, each holder of an Allowed
Noteholder Claim will receive in full satisfaction the claim,
62.69 shares of New Common Stock for each $1,000 of Allowed
Claim.

The revised Plan defines a Small Claim under Class 17 as a claim
arising before the Debtors filed for bankruptcy against any of the
Debtors that is not a secured claim and that asserts an amount
greater than $100 but lesser than $3,000.

Class 19 Subordinated Claims are characterized as unliquidated.  
The Debtors dispute the validity of all Subordinated Claims.
Subordinated Claims include the claims of plaintiffs in several
putative class action lawsuits filed in February to April 2004
against Winn-Dixie and certain present and former executive
officers alleging claims under the federal securities laws or
Employee Retirement Income Security Act relating to the company's
401(K) Plan.

The Plan provides that each holder of an Allowed Secured Tax
Claim will receive the amount of the Allowed Claim over a period
of six years from the Effective Date, with interest at the rate
of 6% per annum, in equal quarterly payments.  

The Amended Plan provides that, if the holder of an Allowed
Secured Claim makes a written offer to obtain alternative payment
terms, which may include an offer to discount the amount of the
Allowed Claim, and if the Reorganized Debtors accept the offer,
the Reorganized Debtors will make a lump sum payment equal to the
discounted amount no later than 15 days after the date of
acceptance.

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


* Fried Frank Names Alter, Arnott, and Beaudreau as Partners
------------------------------------------------------------
Fried, Frank, Harris, Shriver & Jacobson LLP disclosed that seven
lawyers have been elected to the partnership of the firm.  As of
Sept. 1, 2006, the new partners are Michael J. Alter, Craig
Arnott, Tommy P. Beaudreau, Brian Kniesly, Brian T. Mangino, Rob
McBride, and David L. Shaw.

Attorneys elected to partner:

Michael J. Alter, an attorney in the Washington DC Tax Department,
focuses his practice on federal income taxation, with particular
emphasis on the structuring and negotiation of taxable and tax-
free corporate acquisitions, reorganizations, spinoffs and
dispositions of ongoing business enterprises, the development of
partnership and other joint-venture arrangements and tax planning
for financings and other capital formation transactions.  Mr.
Alter joined the firm in 2000.  He received his JD, with honors,
from George Washington University Law School and his BA, magna cum
laude, from Union College.  He is admitted to the bar in the
District of Columbia and Massachusetts.

Craig Arnott, based in London, heads the firm's European Antitrust
team.  He has a particular focus on European, UK and multi-
national merger approvals for major private and listed companies,
as well as private equity transactions, joint ventures and the
application of competition law to commercial strategies.  Mr.
Arnott joined the firm in 2004.  He attended Balliol College,
Oxford as a Rhodes Scholar and received his D. Phil and Bachelor
of Civil Law from the University of Oxford.  He received his
LL.B., first class honors, and B.A., first class honors, degrees
from the University of Queensland, respectively.  He has taught at
the University of Oxford and University of Sydney.  He is admitted
to practice in England and Wales.

Tommy P. Beaudreau, an attorney in the Washington DC Litigation
Department, focuses his practice on a wide variety of criminal and
civil litigation matters, including white-collar criminal defense,
internal corporate investigations, monitoring of the District of
Columbia Metropolitan Police Department, defense of False Claims
Act suits brought by the United States and qui tam relators,
securities fraud and enforcement matters, counseling of government
contractors and commercial litigation.  Mr. Beaudreau joined the
firm in 1997.  He received his JD, cum laude, from the Georgetown
University Law Center, where he was a member of the Georgetown
International Environmental Law Review and a law clerk at the
National Treasury Employees Union.  He received his BA, with
distinction, from Yale University.  He rejoined the firm in 2001
after a yearlong clerkship with Judge Jerome B. Friedman, United
States District Court for the Eastern District of Virginia.  He is
licensed to practice in the District of Columbia and Virginia and
is admitted to the bars of the United States District Courts for
the Eastern District of Virginia and the District of Columbia.

Brian Kniesly, an attorney in the New York Tax Department, focuses
his practice on taxation issues of hedge funds, real estate
transactions, REITS, private equity funds and partnerships.  Mr.
Kniesly joined the firm in 2001.  He received his JD from
University of Pennsylvania Law School in 1998 and his BA from Ohio
State University in 1992.  He is admitted to the bar in New York
and Connecticut.

Brian T. Mangino, an attorney in the Washington DC Corporate
Department, focuses his practice on private equity transactions
and mergers and acquisitions representing both private equity
firms and public and private corporations.  In addition, he
regularly advises clients on issues of corporate governance and
securities law compliance.  Mr. Mangino joined the firm's London
office in 2000 and transferred to the Washington office in 2003.
He received his JD from the University of Virginia and his BA from
the University of Virginia.  He is admitted to the bar in the
District of Columbia and Virginia.

Rob McBride, an attorney in the London Corporate Department,
focuses his practice on a wide range of financing transactions
including international debt offerings, project financings,
derivatives, securitizations and other structured finance
transactions.  He joined the firm in 2005.  Mr. McBride received
his MA from Gonville & Caius College, Cambridge University and
completed his CPE and LPC at The College of Law, Guildford, UK.  
Prior to his legal studies, Mr. McBride studied at the
Konservatorium fur Musik, Biel/Bienne in Switzerland.  He is
admitted to the Supreme Court of England and Wales.

David L. Shaw, an attorney in the New York Corporate Department,
focuses his practice on the representation of public and private
companies in mergers and acquisitions, private equity and
financing transactions.  Mr. Shaw joined the firm in 1998. He
received his JD from New York University School of Law, his MBA
from New York University and his BBA from Emory University.  Mr.
Shaw is admitted to the bar in New York.

Fried, Frank, Harris, Shriver & Jacobson LLP --
http://www.friedfrank.com/-- is an international law firm with  
more than 550 attorneys in offices in New York, Washington, D.C.,
London, Paris and Frankfurt.  Fried Frank lawyers regularly
represent major investment banking firms, private equity houses
and hedge funds, as well as many of the largest companies in the
world.  The firm offers legal counsel on M&A and corporate finance
matters, white-collar criminal defense and civil litigation,
securities regulation, compliance and enforcement, government
contracts, real estate, tax, bankruptcy, antitrust, benefits and
compensation, intellectual property and technology, international
trade, and trusts and estates.


* Hellman & Friedman Gains Majority Stake in AlixPartners
---------------------------------------------------------
AlixPartners LLC has agreed to a recapitalization of the firm by
which affiliates of Hellman & Friedman LLC will make a significant
investment in AlixPartners.  AlixPartners' 78 managing directors,
along with the remainder of its more than 500 employees, also will
gain a considerable equity stake in the enterprise.  Together,
they will hold a majority interest in the private firm.  Michael
Grindfors, will continue as CEO of the firm.

The transaction puts the total enterprise value of the firm in
excess of $800 million.  Other terms of the transaction were not
disclosed.  Jay Alix, who founded the firm in 1981, said he is
transferring a substantial portion of his interest but will remain
with the firm as co-chairman and will be its largest individual
shareholder.  The other co-chairman will be Philip Hammarskjold of
Hellman & Friedman LLC.

"This recapitalization accomplishes three things," said Mr. Alix.
"It fulfills my long-held objective of an orderly succession from
an entrepreneurial firm to a self-perpetuating institution.  It
gives our employees, who have worked very hard to build our firm,
a significant equity ownership and an important stake in our
future.  And, it gives us an incredibly valuable currency - equity
in the form of stock - to attract and retain the best talent in
our industry."

"Long ago we institutionalized our 'magic.'  What makes us unique
among professional services firms is that we have always been a
firm with more than just one or two 'stars,'" said Mr. Grindfors.  
"Not only are we credited with inventing the term 'turnaround,'
but we also are widely recognized as a pioneer in the industry,
creating innovations such as our turnaround-team model, our share-
the-risk 'success-fee' model and taking our hands-on approach into
performance improvement for financially sound companies.  Our
success has been based on creating real value for our clients over
the last 25 years, and we are committed to continuing that
tradition."

AlixPartners has enjoyed 25 years of uninterrupted revenue growth.  
In the last ten years, the firm has grown from two offices in the
U.S. to 12 offices in North America, Europe and Asia, with
affiliations in South America and Australia, and it has achieved
organic average annual growth of more than 30 percent during that
time.  More than half of its revenue today comes from providing
services to healthy companies seeking performance improvement, IT
transformation and financial advisory services.  

"We are thrilled at the opportunity to support Michael Grindfors
and the managing directors and employees at AlixPartners in this
recapitalization transaction," said Mr. Hammarskjold.  "We have
been active investors in the professional services industry for
many years, and our experience and diligence indicate that by
almost any measure, AlixPartners sets the standard for outstanding
performance and brand recognition in the global consulting
industry.

"AlixPartners' commitment to getting results for its clients will
continue to drive the firm's growth, particularly in today's
uncertain economic environment," Mr. Hammarskjold continued.  "By
providing the managing directors and employees of the firm with a
greater economic stake in its future success, we believe this
recapitalization will serve as a catalyst to help the firm grow
and support its clients worldwide."

AlixPartners' present or past clients include General Motors Corp.
(U.S.), BP PLC (U.K.), Toys "R" Us Inc. (U.S.), Henkel KgaA
(Germany), Karstadt Quelle AG (Germany) and Bruno Magli Spa
(Italy), as well as some of the largest restructurings of all
time, including WorldCom Inc., Kmart Corp., Enron Corp., Refco LLC
and Calpine Corp.

Under terms of the agreement, each of AlixPartners' managing
directors will be given the opportunity to roll over some of the
value of his or her existing interests in the firm into new equity
in the recapitalized organization.  In addition, employees other
than managing directors will participate in a "phantom equity"
program.  Alix said the recapitalization was expected to close
within the next 90 days.

                     About Hellman & Friedman

Hellman & Friedman LLC is a private equity investment firm with
offices in San Francisco, New York and London.  The Firm focuses
on investing in business franchises and as a value-added partner
to management in select industries including financial services,
professional services, asset management, software and information,
media and energy.  Since its founding in 1984, the Firm has raised
and, through its affiliated funds, managed over $8 billion of
committed capital.  Recent investments include: Activant Solutions
Inc., Artisan Partners Limited Partnership, DoubleClick, Inc.,
GeoVera Insurance Group Holdings, Ltd., LPL Holdings, Inc.,
Mondrian Investment Partners, Ltd., The Nasdaq Stock Market, Inc.,
Texas Genco LLC, Vertafore, Inc. and VNU N.V.

                     About AlixPartners

AlixPartners LLC -- http://www.alixpartners.com/-- is a global  
performance improvement, corporate turnaround and financial
advisory services firm.  The AlixPartners' "one-stop-shop" suite
of services range from financial restructuring and operational
performance improvement across all major corporate disciplines
(manufacturing, supply chain, IT, sales & marketing, working
capital, etc.), to financial advisory services (including
financial reporting, corporate governance and investigations) to
technology-enabled restructuring and claims management.  The firm
has more than 500 employees, with offices in Chicago, Dallas,
Detroit, Dusseldorf, London, Los Angeles, Milan, Munich, New York,
Paris, San Francisco and Tokyo.


* BOND PRICING: For the week of July 31 - August 4, 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    55
Adelphia Comm.                        7.750%  01/15/09    59
Adelphia Comm.                        7.875%  05/01/09    58
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    58
Adelphia Comm.                        9.375%  11/15/09    61
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    57
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    62
Adelphia Comm.                       10.250%  11/01/06    57
Adelphia Comm.                       10.500%  07/15/04    58
Adelphia Comm.                       10.875%  10/01/10    58
Albertson's Inc                       6.520%  04/10/28    75
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    44
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    64
Anvil Knitwear                       10.875%  03/15/07    57
Armstrong World                       6.350%  08/15/03    70
Armstrong World                       6.500%  08/15/05    69
Armstrong World                       7.450%  05/15/29    68
Armstrong World                       9.000%  06/15/04    69
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
Atherogenics Inc                      1.500%  02/01/12    74
Autocam Corp.                        10.875%  06/15/14    60
Banctec Inc                           7.500%  06/01/08    73
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    10
BBN Corp                              6.000%  04/01/12     0
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    55
Calpine Corp                          4.000%  12/26/06    25
Calpine Corp                          4.750%  11/15/23    47
Calpine Corp                          6.000%  09/30/14    38
Calpine Corp                          7.625%  04/15/06    71
Calpine Corp                          7.750%  04/15/09    72
Calpine Corp                          7.750%  06/01/15    37
Calpine Corp                          7.875%  04/01/08    73
Calpine Corp                          8.500%  02/15/11    49
Calpine Corp                          8.625%  08/15/10    49
Calpine Corp                          8.750%  07/15/07    72
Calpine Corp                         10.500%  05/15/06    74
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    66
Collins & Aikman                     10.750%  12/31/11    16
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.050%  12/01/27    73
Columbia/HCA                          7.500%  11/15/95    71
Comcast Corp                          2.000%  10/15/29    41
Cray Research                         6.125%  02/01/11    12
Curagen Corp                          4.000%  02/15/11    75
Dal-Dflt09/05                         9.000%  05/15/16    25
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    57
Delco Remy Intl                      11.000%  05/01/09    60
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    24
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    26
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    25
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.480%  06/05/06    58
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    27
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    25
Delta Air Lines                      10.375%  12/15/22    26
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    66
Dov Pharmaceutic                      2.500%  01/15/25    58
Dura Operating                        9.000%  05/01/09    29
Dura Operating                        9.000%  05/01/09    30
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    70
Federal-Mogul Co.                     7.375%  01/15/06    56
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    53
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    28
Ford Motor Co                         6.500%  08/01/18    73
Ford Motor Co                         6.625%  02/15/28    72
Ford Motor Co                         7.125%  11/15/25    72
Ford Motor Co                         7.400%  11/01/46    71
Ford Motor Co                         7.500%  08/01/26    73
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    72
Ford Motor Cred                       5.650%  12/20/11    75
Ford Motor Cred                       5.750%  02/20/14    73
Ford Motor Cred                       6.000%  02/20/15    75
Ford Motor Cred                       6.050%  02/20/15    72
Ford Motor Cred                       6.050%  12/22/14    74
Ford Motor Cred                       6.050%  12/22/14    75
Ford Motor Cred                       6.150%  12/22/14    72
Ford Motor Cred                       7.500%  08/20/32    72
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    51
Graftech Intl                         1.625%  01/15/24    71
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
Inland Fiber                          9.625%  11/15/07    55
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    29
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    75
K&F Industries                        9.625%  12/15/10    70
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
Kmart Corp                            8.540%  01/02/15    23
Kmart Funding                         8.800%  07/01/10    30
Liberty Media                         3.250%  03/15/31    75
Liberty Media                         3.750%  02/15/30    59
Liberty Media                         4.000%  11/15/29    64
Lifecare Holding                      9.250%  08/15/13    75
Macsaver Financl                      7.600%  08/01/07     1
Merisant Co                           9.500%  07/15/13    67
Merrill Lynch                        10.000%  08/15/12    72
MHS Holdings Co                      16.875%  09/22/04     0
Missouri Pac RR                       5.000%  01/01/45    75
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    55
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.248%  01/02/12    14
Northwest Airlines                    7.625%  11/15/23    47
Northwest Airlines                    7.875%  03/15/08    49
Northwest Airlines                    8.700%  03/15/07    50
Northwest Airlines                    8.875%  06/01/06    49
Northwest Airlines                    9.875%  03/15/07    50
Northwest Airlines                   10.000%  02/01/09    47
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    69
Nutritional Src                      10.125%  08/01/09    68
NWA Trust                            11.300%  12/21/12    69
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    64
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     3
Overstock.com                         3.750%  12/01/11    73
Owens Corning                         7.000%  03/15/09    64
Owens Corning                         7.500%  05/01/05    65
Owens Corning                         7.500%  08/01/18    64
Owens Corning                         7.700%  05/01/08    65
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    61
Primus Telecom                       12.750%  10/15/09    72
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    17
Railworks Corp                       11.500%  04/15/09     1
Read-Rite Corp.                       6.500%  09/01/04    18
RJ Tower Corp.                       12.000%  06/01/13    54
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    70
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    65
Triton Pcs Inc.                       9.375%  02/01/11    74
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    56
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%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
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.                          10.750%  01/15/49    25
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
Venture Holdings                     11.000%  06/01/07     1
Vesta Insurance Group                 8.750%  07/15/25    34
Werner Holdings                      10.000%  11/15/07    22
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
Winstar Comm                         14.000%  10/15/05     0
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.

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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.  Rizande B.
Delos Santos, Shimero Jainga, Joel Anthony G. Lopez, Tara Marie A.
Martin, Jason A. Nieva, Emi Rose S.R. Parcon, Lucilo M. Pinili,
Jr., Marie Therese V. Profetana, Robert Max Quiblat, Christian Q.
Salta, Cherry A. Soriano-Baaclo, 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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