TCR_Public/060809.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Wednesday, August 9, 2006, Vol. 10, No. 188

                             Headlines

AGERE SYSTEMS: Earns $47 Million in Third Quarter of Fiscal 2006
ALERIS INTERNATIONAL: Merging with Texas Pacific in $3.3BB Deal
ALLIANCE LEASING: Plan Confirmation Hearing Adjourned on Aug. 18
AMERICAN CREDIT: Creditors Meeting Scheduled for August 30
AMERISOURCEBERGEN: Pharma Unit to Merge with Kindred's Affiliate

ANDREW CORP: Gets $1.7 Billion Merger Offer from CommScope
ANDREW CORP: CommScope Offer Cues S&P to Hold BB Ratings on Watch
ARAMARK CORP: Inks $8.3-Bil. Merger Accord with Investment Group
ASARCO LLC: Judge Schmidt Approves Compromise & Settlement Accord
ATARI INC: Annual Stockholders' Meeting Set for September 21

ATLANTIC BROADBAND: Moody's Holds Caa1 Rating on Sr. Sub. Notes
B/E AEROSPACE: Moody's Rates $450 Million Sr. Facilities at Ba3
BLOUNT INTERNATIONAL: Sells Dixon Assets to Husqvarna for $34 Mil.
BLUE BEAR: Court Confirms Amended Joint Plan of Reorganization
BLUE BEAR: Gets Court Okay to Hire Roller & Assoc. as Auctioneer

CABLEVISION SYSTEMS: Options Probe Delays Fin'l Report Filing
CABOODLES LLC: Wants Exclusive Periods Extended to September 5
CABOODLES LLC: Selling All Assets to HHS Limited for $1 Million
CALPINE CORP: Units Asks Lenders to Extend Waiver to August 25
CASABENI LLC: Case Summary & 20 Largest Unsecured Creditors

CATHOLIC CHURCH: Tort Panel Says Portland's Requests are Premature
CELESTICA INC: Incurs $30.3 Mil. Net Loss in Quarter Ended June 30
CHATTEM INC: Receives Consents to Amend $107.5 Mil. Sr. Sub. Notes
CHEMED CORP: Earns $12.8 Million for the Second Quarter of 2006
CLECO CORP: Earns $22.8 Million in 2006 Second Quarter

CMS ENERGY: Posts $75 Mil. Net Income for the Second Quarter 2006
COMMERCIAL CAPITAL: Fitch Holds Junk Rating on $17.3MM of Certs.
COMMSCOPE INC: Plans to Buy Andrew Corp. for $1.7 Billion
COMMSCOPE INC: S&P Puts BB Corp. Credit Rating on Negative Watch
COMPLETE RETREATS: Hires Dechert LLP as Bankruptcy Counsel

COMPLETE RETREATS: Hires XRoads Solutions as Financial Advisor
COMVERSE TECHNOLOGY: Wants Until Sept. 25 to File Financial Report
CONMED CORP: Earns $3.4 Million in 2006 Second Quarter
CONSECO INC: Incurs $31.7 Mil. Second Quarter 2006 Operating Loss
CYBERCARE INC: Can Borrow $217,055 More from Cast-Crete

DANA CORP: General Motors Withdraws Request to Recover Vehicle
DANA CORPORATION: 57 Creditors Want Reclamation Claims Allowed
DELPHI CORP: Records About 500 Claim Transfers in Second Quarter
DELPHI CORP: Court to Rule on Section 1113/1114 Pleas on Aug. 31
DPL CAPITAL: S&P Lifts Ratings on Three Transactions to BB-

DRESSER INC: Seeks Lenders' Consent on Reporting Filing Extension
DUKE FUNDING: Notes Redemption Prompts S&P to Withdraw Ratings
EASYLINK SERVICES: Inks $6 Million Credit Accord with CAPCO
E.DIGITAL CORP: Amends Two 15% Promissory Notes with Davric Corp.
E.SPIRE COMMS: Court Fixes Sept. 14 Administrative Claims Bar Date

FLYI INC: Wants Until August 15 to File Chapter 11 Plan
FLYI INC: Amends Asset Purchase Agreement with Northwest
FOSTER WHEELER: Wins Gas Supply Project in Nigeria
FOSTER WHEELER: Raymond Milchovich Continues as President and CEO
FUTURE MEDIA: Files Disclosure Statement in C.D. California

GEORGIA GULF: Moody's Rates Proposed $1.05 Bil. Facilities at Ba2
GOODING'S SUPERMARKETS: Equity Holders to Retain Ownership
HARDWOOD P-G: Court Sets Sept. 25 as Admin. Claim Filing Deadline
HARDWOOD P-G: Wants to Sell Pennsylvania Property for $80,250
HONEY CREEK: MuniMae Discloses $20.5 Mil. Property Valuation

INCO LTD: Teck Cominco Won't Negotiate on Merger Plans Anymore
INFORMATION ARCHITECTS: Acquires GWIB Co. for 5 Mil. Common Shares
INNUITY INC: June 30 Balance Sheet Upside-Down By $1.1 Million
INTELSAT LTD: Offers to Exchange 9 1/4% Sr. Discount Notes
INTERFACE INC: Earns $5.9 Million in Second Quarter of 2006

INT'L GALLERIES: Trustee Hires Sommers Baniak as Special Counsel
INTERNATIONAL PAPER Sells Unit to CMP Holdings for $1.4 Billion
INTERSTATE BAKERIES: Looking for Permanent Chief Executive Officer
INTERSTATE BAKERIES: Wants SSI as Executive Search Consultant
INTERTAPE POLYMER: Posts $18 Million Second Quarter Net Loss

J. GORDON: Case Summary & 20 Largest Unsecured Creditors
JOYCE BLAND: Case Summary & 12 Largest Unsecured Creditors
KING PHARMA: Paying $38.25 Million to Resolve Class Action Suit
KMART CORP: Court Okays Pact Allowing McKellar to Pursue Claim
KMART CORP: Susan Henderson Can Proceed with Personal Injury Suit

LARRY'S MARKETS: LM Acquisition to Buy Five Stores for $5.5 Mil.
LASERSIGHT INC: Inks $3 Million Loan Agreement with NIIC
LIFESTREAM TECHNOLOGIES: Alpha Demands Payment on $427,000 Debt
LONDON FOG: Wants to Sell Luxury Wear Business for at Least $18.1M
MAGELLAN HEALTH: Completes $210 Million ICORE Purchase

MAJESTIC STAR: S&P Downgrades Corp. Credit Rating to B from B+
MERIDIAN AUTOMOTIVE: Files Conformed Version of Revised 3rd Plan
MIAD SYSTEMS: Buys Back 1.95MM of its No Par Value Common Shares
MILACRON INC: To Contribute $30 Million to Pension Obligation
MILLENNIUM NEW: S&P Assigns CCC Rating to $40MM Secured Term Loan

MIRANT: MC Asset Recovery Wants San Francisco's $4M Claim Junked
MOHEGAN TRIBAL: Executes New Agreements with CEO, CFO and COO
MONARCH SERVICES: Operating Losses Prompt Going Concern Doubt
MUSICLAND HOLDING: Inks Stipulation with Verizon on Service Pact
NATURADE INC: Redux Proposes to Acquire 51% of Capital Stock

NORTHWEST AIRLINES: Expands Scope of Ernst & Young's Retention
NORTHWEST AIRLINES: Wants L.E.K. Consulting as Industry Advisors
NORTHWESTERN CORP: Posts $2.4MM Net Loss in Quarter Ended June 30
OLD SOUTH: Case Summary & Five Largest Unsecured Creditors
ORTHOFIX INTERNATIONAL: S&P Places BB- Rating on Negative Watch

OVERSEAS SHIPHOLDING: Moody's Holds Ba1 Sr. Unsecured Debt Rating
PATRON SYSTEMS: Stockholders Approve 1-for-30 Reverse Stock Split
PATRON SYSTEMS: Board Terminates Liabilities Restructuring Program
PEGASUS SATELLITE: Trust Can Sell Broadcast Unit for $55.5 Mil.
PLAINS EXPLORATION: Inks $865M Occidental Petroleum Merger Accord

PREFERREDPLUS TRUST: S&P Cuts Rating on $31.2MM Certs. to B+
PSI TECHNOLOGIES: SGV Raises Going Concern Doubt Over 2004 Results
PSI TECHNOLOGIES: Posts $2.6 Mil. Net Loss in 2006 Second Quarter
QUIGLEY COMPANY: Insurers Have Until September 6 to Object to Plan
RC2 CORP: Moody's Lifts $154 Million Senior Loans' Rating to Ba2

REFCO INC: Chapter 7 Trustee Wants Court to Confirm Authority
REFCO INC: Files Amended Claimants List on Master Proof Filing
REYNOLDS AND REYNOLDS: Inks $2.8B Universal Computer Merger Pact
SILICON GRAPHICS: Will Remit Contract Surcharges for $75,000
SILICON GRAPHICS: Morgan Lewis Hires CRA Int'l as Consultants

SOLUTIA INC: Court Extends Deadline to Remove Actions to Nov. 3
SPARTA COMMERCIAL: Needs Time to Complete FY 2006 Annual Report
THAXTON GROUP: Panel Wants to Recover $92 Million from Finova
THERMADYNE HOLDINGS: Appoints Steven A. Schumm as EVP & CFO
THERMADYNE HOLDINGS: Moody's Junks $175 Million Sr. Notes' Rating

THERMA-WAVE INC: Modifies Agreements with Silicon Valley Bank
TNS INC: S&P Affirms BB- Debt Ratings with Stable Outlook
TRANSMONTAIGNE: Gets Required Consents to Amend Sr. Sub. Indenture
TRANSMONTAIGNE INC: Sets Special Stockholders Meeting on Aug. 31
TRIMARAN CLO: S&P Assigns BB Rating on $12 Mil. Class B-2L Notes

UNITED SURGICAL: Likely to Pay $163M in Sr. Sub. Note Tender Offer
UTILITY CRAFT: Wants Until August 25 to File Schedules & Statement
VILLAJE DEL RIO: Files 2nd Amended Disclosure Statement in Texas
VTEX ENERGY: Reports Delay in 2006 Annual Report Filing
WERNER LADDER: Hires Loughlin Meghji as Restructuring Consultants

WERNER LADDER: Can Employ Ordinary Course Professionals

* Upcoming Meetings, Conferences and Seminars

                             *********

AGERE SYSTEMS: Earns $47 Million in Third Quarter of Fiscal 2006
----------------------------------------------------------------
Agere Systems reported GAAP net income of $47 million for the
third quarter of fiscal 2006, compared to GAAP net income of $120
million in the third quarter of fiscal 2005.

On a non-GAAP basis, Agere Systems's net income is $37 million for
the third quarter of fiscal 2006, compared to $43 million in the
same period for fiscal 2005.

The Company generated $382 million of revenue for the third
quarter of fiscal 2006.

Commenting on the results, Richard Clemmer, the Company's
president and chief executive officer, said, "Agere Systems turned
in a solid third quarter, demonstrating the leverage we have
created in our business model and the clear progress we are making
in our turnaround plan."

"During the quarter," Mr. Clemmer added, "we completed a strategic
plan that will drive success in our three businesses. Our vision
for the company is captured in our new tagline, 'Perfecting the
Connected Lifestyle.'  By this, we mean that we will work to
transform the performance of networks and consumer electronics to
enable people to stay connected -- more reliably, in more places,
and more often than ever before.  We are confident in our plans
and believe that Agere shares remain undervalued.  Consequently,
we have authorized a new $200 million share repurchase program."

Agere Systems provides semiconductors and software solutions for
storage, mobility and networking markets including manufacturers
of consumer electronics, communications and computing equipment.

                          *    *    *

Moody's Investors assigned Agere Systems Inc.'s long-term
corporate and equity linked ratings at B1 and B3 respectively.
The ratings were placed on Aug. 30, 2002 with a stable outlook.

Standard & Poor's placed the Company's long-term local and foreign
issuer credit ratings at BB-.  The ratings were placed on Aug. 29,
2001 with a stable outlook.


ALERIS INTERNATIONAL: Merging with Texas Pacific in $3.3BB Deal
---------------------------------------------------------------
Aleris International, Inc., entered into a definitive merger
agreement under which Texas Pacific Group, wherein Texas Pacific
will acquire all of the outstanding stock of Aleris International
for approximately $1.7 billion plus the assumption of or repayment
of approximately $1.6 billion of debt.

Under the terms of the agreement, Aleris stockholders will receive
$52.50 in cash for each share of Aleris common stock they hold,
representing a premium of 27% to Aleris's closing share price on
August 7, 2006.

The board of directors of Aleris has unanimously approved the
merger agreement and has resolved to recommend that Aleris's
stockholders adopt the agreement.

Steven J. Demetriou, Aleris's Chairman and Chief Executive
Officer, said, "After careful analysis, our board of directors has
unanimously endorsed this transaction as being in the best
interests of our stockholders."

Pending the receipt of stockholder approval and expiration of the
waiting period under the Hart-Scott-Rodino Antitrust Improvements
Act of 1976, as well as satisfaction of other customary closing
conditions, including regulatory approvals, the transaction is
expected to be completed early in 2007.  The transaction will be
financed through a combination of equity contributed by TPG and
debt financing that has been committed by Deutsche Bank.

The Company's global headquarters will remain in Beachwood, Ohio.

Citigroup Global Markets Inc. is acting as financial advisor to
Aleris, while Fried, Frank, Harris, Shriver & Jacobson LLP is
acting as legal advisor to the Company.

Deutsche Bank is acting as financial advisor to TPG and Cleary
Gottlieb Steen & Hamilton LLP is acting as their legal advisor.

                    About Texas Pacific Group

Texas Pacific Group -- http://www.texaspacificgroup.com/-- is a
private investment partnership that was founded in 1992 and
currently has more than $30 billion of assets under management.
With offices in San Francisco, London, and Fort Worth, TPG has
extensive experience with public and private investments executed
through leveraged buyouts, recapitalizations, spinouts, joint
ventures and restructurings.  TPG seeks to invest in world-class
franchises across a range of industries, including branded
consumer franchises (Bally, Del Monte Foods, Ducati), retail
(Debenhams, J. Crew, Neiman Marcus, Petco), airlines (America
West, Continental), media and communications (Findexa, MGM TIM
Hellas), industrials (Altivity Packaging, British Vita, Grohe,
Kraton Polymers, Texas Genco), technology (Lenovo, MEMC, Seagate),
financial services (Endurance Specialty Holdings, Fidelity
National Information Services, Linsco/Private Ledger) and
healthcare (IASIS Healthcare, Oxford Health Plans, Quintiles
Transnational), among others.

                   About Aleris International

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. -- http://www.aleris.com/-- manufactures
aluminum rolled products and extrusions, aluminum recycling and
specification alloy production.  The Company is also a recycler of
zinc and a leading U.S. manufacturer of zinc metal and value-added
zinc products that include zinc oxide and zinc dust.  The Company
operates 50 production facilities in North America, Europe, South
America and Asia, and employs approximately 8,600 employees.

                         *     *     *

As reported in the Troubled Company Reporter on July 18, 2006,
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit rating on Aleris International Inc. and removed it from
CreditWatch, where it was placed with negative implications on
March 21, 2006.

At the same time, Standard & Poor's assigned its 'BB-' and '2'
recovery ratings to the company's $650 million senior secured term
loan B.  The '2' recovery rating indicates the expectation of a
substantial recovery of principal in the event of a payment
default.

As reported in the Troubled Company Reporter on July 12, 2006,
Moody's Investors Service confirmed Aleris International, Inc.'s
B1 corporate family rating.  In a related rating action, Moody's
assigned a Ba3 rating to the company's 7-year senior secured
guaranteed term loans aggregating $650 million, which Aleris is
issuing to partially finance its EUR691 million acquisition of
certain aluminum assets from Corus Group plc and refinance its
existing debt.

The balance of the necessary funding will be provided under a
senior unsecured guaranteed bridge loan provided by Deutsche Bank
and Citigroup.  Aleris has initiated a tender offer for its
10-3/8% senior secured notes due 2010 and its 9% senior notes due
2014 and is seeking consent to a number of modifications to
restrictive covenants, events of default, and in the case of the
10-3/8% senior secured notes, the release of security.

Moody's confirmed the B2 rating on the 10-3/8% senior secured
notes and the B3 rating on the 9% senior unsecured notes.  The
ratings for the proposed financings assume that the tender offer
will be successful, the desired consents obtained and that the
acquisition and associated financing transactions will close as
contemplated.  At such time, Moody's ratings for Aleris's existing
debt will be withdrawn.  The ratings outlook is negative.


ALLIANCE LEASING: Plan Confirmation Hearing Adjourned on Aug. 18
----------------------------------------------------------------
The Hon. George C. Paine of the U.S. Bankruptcy Court for the
Middle District of Tennessee in Nashville will continue, on
Aug. 18, 2006, at 9:00 a.m., the confirmation hearing for the
Third Amended Plan of Liquidation of Alliance Leasing Corporation.

Similar to the original Plan of Liquidation filed in August 2005,
the Third Amended Plan provides for the liquidation of all of the
Debtor's assets for distribution to its creditors.  Michael E.
Collins, Esq., the Debtor's Chapter 11 Trustee, will be appointed
as Plan Trustee on the effective date of the Plan.  He will
oversee the Liquidation Trust that will recover and liquidate all
estate assets.

                  Debtor's Prepetition Business

As reported in the Troubled Company Reporter on Sept. 19, 2005,
the Debtor provided vehicle leasing and brokerage services to
credit union members throughout the southeast United States.

Under their business model, the Debtor would lease vehicles to the
union members.  The credit unions financed the purchase of the
leased vehicles but the vehicles were titled to the Debtor.  At
the end of the lease term, the Debtor would sell the used vehicles
and pay the credit unions the value provided for in the leases.
The Debtor profited from the difference between the total price of
the lease to union members and the price of the vehicle.

The competitive climate of the leasing industry forced the debtor
to offer lower monthly lease payments by increasing the residual
value of the leases.  Higher residual values meant higher payments
to the credit unions and lower profits for the Debtor.  Sagging
profits eventually led to the Debtor's bankruptcy filing in
February 2005.

                           Estate Assets

The Debtor's primary assets consist of vehicles leased to credit
union members.  As of the petition date, the Debtor held 73
vehicles from expired leases.  The Debtor tells the Bankruptcy
Court that it has sold 17 of these vehicles.  In addition, the
Debtor also holds legal title to 933 vehicles presently on lease.
These vehicles need to be liquidated as their leases expire.

The Debtor has an equity interest on the vehicles to the extent
that its disposal value exceeds any attached lien or security
interest.  The vehicles are expected to sell at 25% below their
projected residual values, resulting in a $3 million loss on the
lease portfolio.

                     No Remarketing Agent

In contrast to the original liquidating plan, Mr. Collins' amended
plan does not provide for the employment of a remarketing agent to
sell the off-lease vehicles.  As agents of the Liquidation Trust,
each credit union or secured creditor will be responsible for
marketing vehicles in which they hold interests.

Under the Plan, credit unions are expected to recover
approximately $9.7 million while alleged Trust Fund Claimants are
expected to receive dividends totaling $139,000.

Trust fund claims arose from the Debtor's failure to deliver
titles to individuals purchasing vehicles from them.  As of the
petition date, the Debtor owes 119 customers under this class
approximately $2.2 million for undelivered vehicles.  Claimants
under this class have asserted that the funds held by the estate
are held in trust for their benefit and are not property of the
estate.  Since the cost of litigating the issue with each of the
customers would severely diminish the funds available in the
estate, the Plan separately classifies the alleged trust fund
claims and provides a mechanism for creditors who assert such
claims to obtain treatment in such class.

                      Treatment of Claims

Total claims filed against the Debtor consists of $23.3 million of
secured claims, $1.8 million of priority unsecured claims and
$1.6 million of general unsecured claims.

Allowed Administrative Claims will be paid in full on the
Effective Date of the Plan.

Holders of priority unsecured claims and other priority claims
will be get a pro-rata share of the estate cash after
Administrative Claims and Priority Tax Claims are paid in full.

Holders of residual claims on the leased vehicles will retain
their liens and will receive the proceeds from the liquidation of
the collateral subject to that lien.

The alleged Trust Fund Claimants will receive pro rata payments if
funds are available after Administrative Claims, Priority Tax
Claims, and other priority claims are paid in full.

General unsecured claimholders who are not insiders will receive
pro rata payments if funds are available after Administrative
Claims, Priority Tax Claims, other priority claims, and trust
claims are paid in full.  Insiders will receive pro rata payments
after the non-insider General unsecured claimholders receive full
payment of their claims.

Equity interest holders will receive pro rata payment after all
other claims are paid in full.

Headquartered in Franklin, Tennessee, Alliance Leasing
Corporation, filed for chapter 11 protection on Feb. 28, 2005
(Bankr. M.D. Tenn. Case No. 05-02397).  Steven L. Lefkovitz, Esq.,
at Law Offices Lefkovitz & Lefkovitz represents the Debtor in its
restructuring efforts.   Michael Collins, Esq., serves as the
Debtor's Chapter 11 Trustee.  The law firm of Manier & Herod
represents Mr. Collins.  When the Debtor filed for protection from
its creditors, it listed total assets of $24,190,072 and total
debts of $29,147,788.


AMERICAN CREDIT: Creditors Meeting Scheduled for August 30
----------------------------------------------------------
A meeting of American Credit Company's creditors is set at 10:00
a.m., on Aug. 30, 2006, at the USBA Creditors Meeting Room, 1760 B
Parkwood Boulevard in Wilson, North Carolina.  This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Greenville, North Carolina, American Credit
Company, aka Resident Lenders of North Carolina, Inc. is a
financial services company that provides consumer loans and auto
financing.  The Debtor filed for chapter 11 protection on July 21,
2006 (Bankr. E.D. N.C. Case No. 06-02189).  Gregory B. Crampton,
Esq., and Stephani W. Humrickhouse, Esq., at Nicholls & Crampton,
P.A., represent the Debtor.  The Debtor's financial condition as
of May 31, 2006 showed total assets of $21,263,884 and total debts
of $18,075,640.


AMERISOURCEBERGEN: Pharma Unit to Merge with Kindred's Affiliate
----------------------------------------------------------------
AmerisourceBergen Corp. and Kindred Healthcare, Inc., signed a
non-binding letter of intent to combine their respective
institutional pharmacy businesses, PharMerica Long-Term Care and
Kindred Pharmacy Services, into a new, independent, publicly
traded company.  The transaction is intended to be tax-free to
shareholders of both AmerisourceBergen and Kindred.

The new company would be the second largest in the institutional
pharmacy services market.  Based upon the six months ended June
30, 2006, annualized, unaudited revenues for the new company would
be approximately $1.9 billion, with a customer base of
approximately 330,000 licensed beds in 41 states, and annualized
unaudited earnings before interest and income taxes would be
approximately $75 million.  Preliminary synergy cost savings from
the combination are estimated to be approximately $30 million.
The combination does not include AmerisourceBergen's workers'
compensation business, PMSI, which is reported in its PharMerica
segment, nor Kindred's hospital, nursing center or contract
rehabilitation businesses.

AmerisourceBergen currently provides pharmaceutical distribution
to both KPS and PharMerica LTC and under the letter of intent
would continue to provide those services to the new company.
Kindred would provide information systems support and some
administrative support services to the new company for a period of
time.

Paul J. Diaz, Kindred President and Chief Executive Officer, said,
"This combination will create a national institutional pharmacy
with greater scale that will allow it to compete more effectively
in the marketplace, and will join two companies with the shared
values of focusing on customers, employees, and patients, while at
the same time unlocking greater value to our shareholders.  After
this transaction, Kindred will be able to more effectively focus
its resources and capital on its hospital, nursing center and
contract rehabilitation businesses."

"This transaction is a huge win for patients, customers,
associates, suppliers and shareholders," said R. David Yost,
AmerisourceBergen Chief Executive Officer.  "It will build on the
best of both organizations as the new company becomes a national
force in a growing market.  This move will also allow
AmerisourceBergen to concentrate on its strategic focus of
pharmaceutical distribution, specialty pharmaceutical distribution
and related services, and other pharmaceutical supply channel
services such as packaging."

Summary of Proposed Transaction:

   -- the combination is intended to be a tax-free transaction
      which would result in AmerisourceBergen and Kindred
      shareholders each holding 50 percent of the shares of the
      new company.

   -- in connection with the transaction, PharMerica LTC and KPS
      will each make a one-time cash distribution, intended to be
      tax-free, of approximately $150 million to their respective
      parent companies, subject to potential adjustments at the
      closing of the proposed transaction.

   -- PharMerica LTC and KPS will fund the distribution by
      borrowing approximately $150 million each for a total of
      $300 million of new debt.  The new company will assume this
      debt as part of the proposed merger.  This new debt would be
      the only long-term debt the new company assumes from the
      parent companies, leaving it with significant financial
      flexibility.

   -- After the cash distribution, each of the institutional
      pharmacy businesses would be separately spun off to
      AmerisourceBergen and Kindred shareholders, to be followed
      immediately by a stock-for-stock merger which would result
      in AmerisourceBergen and Kindred shareholders each owning 50
      percent of the new company.

   -- Deutsche Bank Securities is acting as financial adviser to
      AmerisourceBergen and Lehman Brothers is acting as Kindred's
      financial adviser.

   -- The parties have engaged Heidrick & Struggles to conduct a
      national search for a chief executive officer and chief
      financial officer to lead the proposed new public company.

AmerisourceBergen and Kindred expect to sign a definitive
agreement on or about Sept. 30, 2006, and anticipate completion of
the transaction in the first calendar quarter of 2007.  In
addition to entering into a definitive agreement, this transaction
requires regulatory review by the Federal Trade Commission, and
the Securities and Exchange Commission, and a favorable
determination by the Internal Revenue Service.

Mr. Yost and Mr. Diaz added, "We are incredibly excited about the
growth prospects for the new company and the great opportunities
to gain additional business through organic sales and selective
acquisitions.  The newly created company will have ample synergy
opportunities and the potential to significantly improve upon the
automation of its packaging and distribution processes and the
deployment of new technology offerings to its customers."

The proposed transaction will proceed only if the parties sign a
definitive agreement and if all conditions to completion,
including regulatory approvals, occur.  There can be no assurance
that a definitive agreement will be signed or, if a definitive
agreement is signed, that all conditions to completion will be
met.

                    About Kindred Healthcare

Based in Louisville, Kentucky, Kindred Healthcare, Inc. (NYSE:
KND) -- http://www.kindredhealthcare.com/-- is a Fortune 500
healthcare services company, with annualized revenues of $4.3
billion that provides services in 582 locations in 39 states.
Kindred through its subsidiaries operates long-term acute care
hospitals, skilled nursing centers, institutional pharmacies and a
contract rehabilitation services business, Peoplefirst
Rehabilitation Services, across the United States.

                     About AmerisourceBergen

Headquartered in Valley Forge, Pa., AmerisourceBergen Corp.
(NYSE:ABC) -- http://www.amerisourcebergen.com/-- is one of the
world's largest pharmaceutical services companies serving the
United States and Canada.  Servicing both pharmaceutical
manufacturers and healthcare providers in the pharmaceutical
supply channel, the Company provides drug distribution and related
services designed to reduce costs and improve patient outcomes.
AmerisourceBergen's service solutions range from pharmacy
automation and pharmaceutical packaging to pharmacy services for
skilled nursing and assisted living facilities, reimbursement and
pharmaceutical consulting services, and physician education.  With
more than $59 billion in annualized revenues, and employs more
than 13,000 people.  AmerisourceBergen is ranked #27 on the
Fortune 500 list.

                           *     *     *

As reported in the Troubled Company Reporter on June 5, 2006,
Moody's Investors Service upgraded AmerisourceBergen Corporation's
Corporate Family Rating to Ba1 from Ba2.  The Company's rating for
its senior unsecured notes was upgraded to Ba1 from Ba2.  The
speculative grade liquidity rating of SGL-1 is affirmed.  Moody's
said the rating outlook is stable.


ANDREW CORP: Gets $1.7 Billion Merger Offer from CommScope
----------------------------------------------------------
CommScope, Inc., is proposing to acquire all of the outstanding
shares of Andrew Corporation for $9.50 per share in cash.
CommScope's all-cash proposal represents a premium of
approximately 36% over the $6.97 per share value Andrew's
shareholders would receive under the existing merger agreement
between Andrew and ADC Telecommunications, Inc., based on the
closing price of ADC's common stock on Aug. 4, 2006, the last
trading day before CommScope's proposal was made public.
CommScope's proposal also represents a premium of approximately
20% over Andrew's per share closing price of $7.89 on Aug. 4,
2006.

The proposal, which was unanimously approved by CommScope's Board
of Directors, is valued at approximately $1.7 billion, including
assumption of approximately $186 million of Andrew net debt.  This
represents aggregate additional consideration of approximately
$404 million over the current value provided to Andrew's
shareholders under the existing ADC / Andrew merger agreement.
The merger is expected to be accretive to CommScope's earnings per
share in the first year after closing, excluding any related
special items.  Assuming the timeline set forth in the proposal
letter, it is anticipated that the proposed transaction would
close in early 2007.

CommScope expects the combined company to be a leader in virtually
every aspect of "last mile" communications: structured cabling
solutions for the business enterprise, broadband cable for HFC
applications and wireless communications infrastructure.  In
addition to the compelling strategic fit of Andrew and CommScope,
the combination of the companies' respective operations is
expected to result in meaningful sales, operating and cost
synergies.  CommScope has a strong global track record of managing
its businesses to create shareholder value. Moreover, CommScope's
executive management team has extensive experience in all the
product areas in which Andrew currently operates.  Given
CommScope's manufacturing discipline and commitment to operational
excellence, and based on its review of publicly available
information, the Company expects to achieve annual cost savings of
approximately $30 million to $50 million in the first full year
after completion of the transaction and approximately $70 million
to $90 million in the second full year after completion.

"We believe that our all-cash proposal is extremely compelling for
Andrew shareholders and provides Andrew shareholders superior
value over that contemplated by the existing merger agreement with
ADC," said Frank Drendel, CommScope's Chairman and Chief Executive
Officer.  "Under our proposal, Andrew shareholders will receive a
substantial cash premium for their shares without the significant
uncertainties inherent in ADC's proposed stock-for-stock merger
transaction.  We believe that Andrew's Board of Directors and
shareholders will find our all-cash proposal superior to the ADC
transaction.  For CommScope shareholders, we believe this
transaction represents a unique opportunity to become even more
competitive and profitable, with an even stronger and more diverse
revenue stream.  We look forward to Andrew's Board and management
team carefully considering our all-cash proposal and moving
quickly with them towards a definitive merger agreement.

"The combination of Andrew and CommScope is a logical step in the
continued growth and development of CommScope," continued Mr.
Drendel.  "The combination will create a global leader in
providing solutions for the 'last mile' of communications
networks. The 'last mile' provides the final link between
broadband and content-rich services and the end-user, including
homes, business enterprises and wireless customers.  Andrew is an
excellent fit with our portfolio, and provides us with the
opportunity to build upon CommScope's innovative carrier
technologies and Andrew's strong global wireless channel and
brand.  The transaction will also expand our global footprint and
our worldwide growth opportunities by combining CommScope's
leading global channel in enterprise applications with Andrew's
in-building wireless solutions."

The transaction would be financed through a combination of cash on
hand and debt financing.  CommScope has received commitment
letters from Bank of America, N.A. and Wachovia Bank, N.A. (and
their respective affiliates) for the financing of the transaction,
which are subject to due diligence and other customary conditions.
CommScope's offer, however, is not subject to a financing
condition.  Upon completion of the transaction, with the
anticipated free cash flow generated by the combined company and
divestitures of non-core businesses, CommScope intends to reduce
the company's debt on a consistent basis.

CommScope's proposal is subject to completion of a due diligence
review of Andrew, as well as satisfaction of other customary
conditions, including approval by Andrew's Board and shareholders
and clearance under the Hart- Scott-Rodino Antitrust Improvements
Act and any other applicable law or regulation.  The proposed
transaction is not subject to any financing contingency.

Banc of America Securities LLC is acting as financial advisor to
CommScope and Fried, Frank, Harris, Shriver & Jacobson LLP and
Robinson, Bradshaw & Hinson, P.A. are acting as legal counsel.

                         About CommScope

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.

                    About Andrew Corporation

Headquartered in Westchester, Illinois, Andrew Corporation --
http://www.andrew.com/-- designs, manufactures, and delivers
innovative and essential equipment and solutions for the global
communications infrastructure market.   The company serves
operators and equipment manufacturers from facilities in 35
countries.  The Company is an S&P 500 company founded in 1937.


ANDREW CORP: CommScope Offer Cues S&P to Hold BB Ratings on Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services left its 'BB' ratings on
Westchester, Illinois-based Andrew Corp. on CreditWatch, where
they were placed with positive implications on May 31, 2006; the
implications are revised to developing from positive.

The revision reflects an unsolicited offer by CommScope Inc. to
acquire Andrew for approximately $1.5 billion cash to Andrew's
shareholders, which represents a $400 million premium to the
current equity value of Eden Prairie, Minn.-based ADC
Telecommunications Inc.'s shares.  Additionally, CommScope would
assume Andrew's debt.  ADC had initially agreed to merge with
Andrew on a stock-for-stock transaction on May 31, 2006.

If the CommScope acquisition closes on substantially the same
terms as proposed, the combined company would have pro forma debt
leverage of about 4.8x trailing 12 months' EBITDA before giving
effect to CommScope's outstanding pensions (about 5.1x after
adjusting for pensions and operating leases), and ratings on the
combined company would likely be lowered below the current 'BB' on
CommScope and 'BB' on Andrew.

If ADC is able to respond with a more compelling non-leveraging
transaction, ratings on Andrew could still be raised.  Andrew
generates more than 90% of sales from the wireless infrastructure
industry, while ADC primarily serves the wireline infrastructure
industry.  CommScope serves the cable TV industry, and provides
structured cableing solutions for enterprises.


ARAMARK CORP: Inks $8.3-Bil. Merger Accord with Investment Group
----------------------------------------------------------------
ARAMARK Corporation has signed a definitive merger agreement under
which Joseph Neubauer and investment funds managed by GS Capital
Partners, CCMP Capital Advisors and J.P. Morgan Partners, Thomas
H. Lee Partners and Warburg Pincus LLC will acquire ARAMARK in a
transaction valued at approximately $8.3 billion, including the
assumption or repayment of approximately $2.0 billion of debt.

Under the terms of the agreement, ARAMARK stockholders will
receive $33.80 in cash for each share of ARAMARK common stock they
hold.

The Board of Directors of ARAMARK, on the unanimous recommendation
of a special committee comprised entirely of independent
directors, has approved the agreement and will recommend that
ARAMARK's stockholders approve the merger.

The transaction is expected to be completed by late 2006 or early
2007, subject to receipt of stockholder approval and regulatory
approvals, as well as satisfaction of other customary closing
conditions.  In addition to the vote required under Delaware law,
the transaction will be subject to an additional affirmative
approval of stockholders in which each share owned by Joseph
Neubauer will have only one vote, rather than the ten votes to
which they are entitled.  As a result, Mr. Neubauer's voting power
will be less than 5% of the total possible vote.

Joseph Neubauer, ARAMARK Chairman and Chief Executive Officer,
said, "We are proud to partner with this distinguished group of
private equity firms, all of which have outstanding reputations
and proven records of success.  They are committed to working with
us in building long-term solutions that deliver the most value for
our clients and customers.  They understand our business, share
our mindset, and will be strong partners moving forward."

Commenting further on the transaction, Mr. Neubauer said, "Our
success is driven by the ongoing efforts of our 240,000 employees
around the world.  I want to thank them for their efforts and
assure them we will remain focused on sustaining profitable growth
by delivering outstanding environments, experiences and outcomes
for our clients."

The transaction will be financed through a combination of equity
contributed by Joseph Neubauer and investment funds managed by GS
Capital Partners, CCMP Capital Advisors and J.P. Morgan Partners,
Thomas H. Lee Partners and Warburg Pincus LLC, and debt financing
provided by JP Morgan Chase Bank, N.A., J.P. Morgan Securities,
Inc. and Goldman Sachs Credit Partners L.P.  There is no financing
condition to the obligations of the group of investors led by
Joseph Neubauer to consummate the transaction.

Credit Suisse Securities (USA) LLC is acting as financial advisor
to the special committee and Shearman & Sterling LLP is acting as
legal advisor to the special committee.  Credit Suisse has
delivered a fairness opinion to the special committee.

Goldman, Sachs & Co. and J.P. Morgan Securities Inc. are acting as
financial advisors to the private equity investors.  Simpson
Thacher & Bartlett LLP, Sullivan & Cromwell LLP and Wachtell,
Lipton, Rosen & Katz are acting as legal advisors to the private
equity investors and Joseph Neubauer.

                    About GS Capital Partners

Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms.  Goldman Sachs is also a global leader
in private corporate equity and mezzanine investing.  Established
in 1992, the GS Capital Partners Funds are part of the firm's
Principal Investment Area in the Merchant Banking Division.
Goldman Sachs' Principal Investment Area has formed 12 investment
vehicles aggregating $35 billion of capital to date. Significant
investments include: VoiceStream Wireless, Allied World Assurance,
Burger King, SunGard, YES Network, Western Wireless, Nalco
Company, Kabel Deutschland and Coffeyville Resources.  With
$8.5 billion in committed capital, GS Capital Partners V is the
current primary investment vehicle for Goldman Sachs to make
privately negotiated equity investments.

                       About CCMP Capital

CCMP Capital Advisors, LLC, formed in August 2006 by the former
buyout/growth equity investment team of JPMorgan Partners, is a
leading private equity investor.  Through active management and
its powerful value creation model, CCMP Capital's investment team
has established a reputation as a world-class investment partner.
CCMP Capital and its London affiliate manage approximately
$8 billion in direct private equity investments.  CCMP Capital's
proprietary global network includes its affiliate in Asia, CCMP
Capital Asia Ltd., a leading private equity firm with
approximately $2 billion under management, operating from offices
in Hong Kong, Melbourne, Seoul, Shanghai and Tokyo.  CCMP Capital
is an investment adviser registered with the Securities and
Exchange Commission.

                   About J.P. Morgan Partners

J.P. Morgan Partners, LLC, is a leading private equity firm with
approximately $10 billion in capital under management as of
December 31, 2005.  Since its inception in 1984, JPMP has invested
over $15 billion worldwide in consumer, media, energy, industrial,
financial services, healthcare and technology companies.  JPMP is
an experienced investor in companies with worldwide operations.
Selected investments include: AMC Entertainment, Cabela's, The
International Cornerstone Group, Pinnacle Foods, PQ Corporation,
Brand Services and SafetyKleen Europe.

JPMP is a private equity division of JPMorgan Chase & Co. (NYSE:
JPM), one of the largest financial institutions in the United
States, and is a registered investment adviser with the Securities
and Exchange Commission.

                  About Thomas H. Lee Partners

Thomas H. Lee Partners, L.P., is one of the oldest and most
successful private equity investment firms in the United States.
Since its founding in 1974, THL Partners has invested
approximately $12 billion of equity capital in more than
100 businesses with an aggregate purchase price of more than
$90 billion, completed over 200 add-on acquisitions for portfolio
companies, and generated superior returns for its investors and
partners.  THL Partners identifies and acquires substantial
ownership positions in large growth-oriented companies through
acquisitions, recapitalizations and direct investments.  The firm
currently manages approximately $20 billion of committed capital.
Notable transactions sponsored by the firm include Dunkin Brands,
Michael Foods, Warner Music Group, General Nutrition Companies,
Houghton Mifflin Company, Fisher Scientific International,
Experian Information Solutions, TransWestern Holdings, Cott
Corporation and Snapple Beverage.

                    About Warburg Pincus LLC

Warburg Pincus LLC has been a leading private equity investor
since 1971.  The firm currently has more than $10 billion of
assets under management and invests in a range of industries
including consumer and retail, industrial, business services,
healthcare, financial services, energy, real estate, technology,
media and telecommunications.  Warburg Pincus is an experienced
partner to management teams seeking to build durable companies
with sustainable value.  The firm has an active portfolio of more
than 100 companies.  Significant current and past investments
include: Neiman Marcus, Knoll (NYSE: KNL), TransDigm (NYSE: TDG),
Mattel (NYSE: MAT), Mellon Financial (NYSE: MEL), Neustar (NYSE:
NSR), BEA Systems (NASDAQ: BEAS) and Coventry Health Care (NYSE:
CVH).  Since inception, Warburg Pincus has sponsored 11 private
equity funds, which have invested approximately $23 billion in
more than 540 companies in 30 countries.

                    About ARAMARK Corporation

Headquartered in Philadelphia, Pennsylvania, ARAMARK Corporation
(NYSE:RMK) -- http://www.aramark.com/-- is a leader in
professional services, providing award-winning food services,
facilities management, and uniform and career apparel to health
care institutions, universities and school districts, stadiums and
arenas, and businesses around the world.  In FORTUNE magazine's
2006 list of "America's Most Admired Companies," ARAMARK was
ranked number one in its industry, consistently ranking since 1998
as one of the top three most admired companies in its industry as
evaluated by peers and industry analysts.  The company was also
ranked first in its industry in the 2006 FORTUNE 500 survey.
ARAMARK has approximately 240,000 employees serving clients in 20
countries.

                          *     *     *

As reported in the Troubled Company Reporter on May 3, 2006,
Moody's Investors Service placed the credit ratings of ARAMARK
Corporation and its subsidiary, ARAMARK Services, Inc., on review
for possible downgrade, including the (P) Ba1 rating on senior
subordinated shelf registration.


ASARCO LLC: Judge Schmidt Approves Compromise & Settlement Accord
-----------------------------------------------------------------
The Honorable Richard Schmidt of the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi approves a Compromise
and Settlement Agreement among ASARCO LLC, the Official Committee
of Unsecured Creditors for the Asbestos Subsidiary Debtors, and
Robert C. Pate, future claims representative, regarding procedures
to resolve the Derivative Asbestos Claims.

As reported in the Troubled Company Reporter on July 4, 2006, the
salient terms of the Settlement Agreement are:

   (a) The parties will ask the Court to conduct a pre-hearing
       conference in July 2006 to set the manner of conducting
       the hearing for the derivative asbestos claims issues;

   (b) The parties set these schedules for discovery:

          Dec.  1, 2006 -- Completion of all fact discovery

          Dec. 15, 2006 -- Filing and serving of opening expert
                           reports

          Dec. 18, 2006 -- Asbestos Committee and the FCR's
                           filing of pleading asserting the
                           aggregate amount of the Derivative
                           Asbestos Claims

                        -- Filing of pleading asserting ASARCO's
                           view of the aggregate amount of its
                           liability for the Derivative Asbestos
                           Claims

          Jan. 15, 2007 -- Filing and serving of rebuttal expert
                           reports

          Jan. 31, 2007 -- Completion of discovery regarding
                           opening expert reports

                        -- Filing and serving of revised opening
                           expert reports

          Feb. 15, 2007 -- Completion of discovery regarding
                           rebuttal experts and revised opening
                           reports

   (c) Any party may ask the Court to schedule more status
       conferences;

   (d) The parties will file a proposed hearing order, witness
       lists, copies of all exhibits to be offered and all
       schedules and summaries to be used, and the proposed
       findings of fact and conclusions of law two weeks before
       the hearing;

   (e) The parties will ask the Court to hold a final pre-hearing
       conference on a date determined by the Court;

   (f) The parties will ask the Court to commence the hearing on
       the Contested Matter in March 2007;

   (g) The adversary proceeding between ASARCO, the Asbestos
       Committee and the FCR will be stayed pending a resolution
       of ASARCO's liability for the Derivative Asbestos Claims;
       and

   (h) The parties will file a joint motion to resolve the
       Derivative Asbestos Claims.

                    FFIC Seeks Reconsideration

Fireman's Fund Insurance Company asks the Court to reconsider and
vacate its order on the Settlement Agreement among ASARCO, the
Asbestos Committee and the FCR.

Anthony S. Cox, Esq., at Hermes Sargent Bates, in Dallas, Texas,
notes that:

   (a) during the July 19, 2006, hearing, the Court deferred any
       ruling until FFIC's objections had been resolved;

   (b) the Court ordered the parties to discuss FFIC's objections
       and to reconvene for a status conference on
       Aug. 22, 2006; and

   (c) FFIC has commenced discussions with proponents of the
       settlement but which have not yet been concluded.

FFIC complains that the Settlement did not address its
objections.  The proponents of the Settlement Agreement did not
even mention FFIC in the Settlement, Mr. Cox points out.
Furthermore, the Settlement does not provide for FFIC's
participation in the contemplated estimation litigation process.

During the status conference, ASARCO and the Asbestos Committee
stated that they prefer to enter into an insurance neutrality
stipulation to resolve FFIC's concerns, Mr. Cox recounts.
However, the Court has already approved the Settlement before
discussions and culmination of the discussions on the matter has
been reached.

FFIC further asks the Court to:

   (a) include in any case management order governing any
       estimation proceedings appropriate protective "insurance
       neutrality" terms to the effect that any estimation of the
       Asbestos Claims is not binding to FFIC for any insurance
       coverage; and

   (b) permit it to fully and meaningfully participate in any
       estimation proceeding.

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 26; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


ATARI INC: Annual Stockholders' Meeting Set for September 21
------------------------------------------------------------
Atari, Inc., will hold its 2006 annual meeting of stockholders at
9:00 a.m., on Sept. 21, 2006, at the Company's headquarters in 417
Fifth Avenue, New York City.

At the annual meeting, Atari stockholders will be asked to:

     1) elect three Class II directors to hold office until the
        2009 Annual Meeting of Stockholders and until their
        respective successors have been duly elected and
        qualified;

     2) increase the number of shares that may be issued under the
        2005 Stock Incentive Plan;

     3) ratify the appointment of Deloitte & Touche LLP as the
        Company's independent registered public accounting firm
        for fiscal 2007; and

     4) act on any other matters that may properly come before the
        meeting.

Only stockholders of record at the close of business in New York
City on July 27, 2006, are entitled to notice of and to attend and
vote at the Annual Meeting.

A full-text copy of the Proxy Statement for the annual
stockholders' meeting is available for free at:

               http://researcharchives.com/t/s?f17

New York-based Atari, Inc. (Nasdaq: ATAR) -- http://www.atari.com/
-- develops interactive games for all platforms and is one of the
largest third-party publishers of interactive entertainment
software in the U.S. The Company's 1,000+ titles include hard-
core, genre-defining franchises such as The Matrix(TM) (Enter The
Matrix and The Matrix: Path of Neo), and Test Drive(R); and mass-
market and children's franchises such as Nickelodeon's Blue's
Clues(TM) and Dora the Explorer(TM), and Dragon Ball Z(R). Atari,
Inc. is a majority-owned subsidiary of France-based Infogrames
Entertainment SA (Euronext - ISIN: FR-0000052573), the largest
interactive games publisher in Europe.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 3, 2006,
Deloitte & Touche LLP expressed substantial doubt about Atari,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the for the fiscal years ended
March 31, 2006 and 2005.  The auditing firm pointed to Atari's
significant operating losses and the expiration of its line of
credit facility.


ATLANTIC BROADBAND: Moody's Holds Caa1 Rating on Sr. Sub. Notes
---------------------------------------------------------------
Moody's Investors Service affirmed Atlantic Broadband's B2
corporate family rating in light of the modest acquisition of G-
Force, a small cable company.  In addition, Moody's affirmed the
Caa1 senior subordinated bond rating and upgraded the bank rating
to B1 from B2 given its priority in the capital structure and
meaningful junior capital.  Atlantic Broadband's ratings reflect
high financial risk, low interest coverage and lack of scale.  The
upgraded cable systems, meaningful asset value and expectations
for moderate cash flow growth leading to de-leveraging support the
ratings.

In Moody's opinion, Atlantic Broadband's ratings can sustain the
small increase in leverage due to the proposed acquisition.  The
company is expected to pay approximately $3,000 per subscriber, in
line with recent acquisition prices paid by peers.  While the
acquisition is expected to increase Atlantic Broadband's growth
potential, it also increases execution risk and raises potential
for integration challenges.

Atlantic Broadband Finance, LLC

   * B2 Corporate Family Rating Affirmed
   * Senior Secured Bank Credit Facility, Upgraded to B1 from B2
   * Caa1 Senior Subordinated Notes Rating Affirmed

Atlantic Broadband Finance, LLC is a multiple system operator
serving approximately 260 thousand cable subscribers.  Its last 12
months annual revenue is approximately $200 million.  The company
maintains its headquarters in Quincy, Massachusetts.


B/E AEROSPACE: Moody's Rates $450 Million Sr. Facilities at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to B/E Aerospace,
Inc.'s new $450 million senior secured credit facilities,
consisting of a $150 million revolving credit facility due 2011
and a $300 million term loan due 2012.  In addition, Moody's
affirmed the company's existing ratings, including its Corporate
Family Rating of B1, the B3 rating on B/E's senior subordinated
notes, and the B1 rating on the company's senior unsecured notes,
to the extent that any amounts remain outstanding following close
of the tender for these notes.  The company has a Speculative
Grade Liquidity Rating of SGL-2.  The ratings outlook has been
changed to positive.

The ratings, which were upgraded on Jan. 11, 2006, reflect
strengthening credit metrics associated with strong business
volumes, improved margins and the repayment of a substantial
amount of subordinated debt.  B/E's recent revenue growth and
margin improvement has occurred during a period of robust
international demand in the commercial aviation supplier sector.
Ratings are still constrained, however, by relatively thin
historical free cash flow levels, concentration of sales in a
relatively narrow product band, and longer-term uncertainty
surrounding conditions in the cyclical commercial aerospace
sector.

The positive rating outlook anticipates that in a continued strong
market for commercial aircraft suppliers expected over the next 18
months, BE should achieve robust organic revenue growth while
maintaining, or possibly improving, its operating margins.
Ratings could be subject to upward revision if further improvement
in B/E's operating results and cash flow capability were to
facilitate additional debt repayment, resulting in leverage below
4x and free cash flow greater than 10% of total debt on a
sustained basis while EBIT coverage of interest expense remains
above than 2.5x.  Conversely, ratings could be subject
to downward revision if unexpected deterioration in industry
conditions were to weaken B/Es' operating performance, or if the
company were to increase debt materially for any purpose,
particularly where a large, levered acquisition may be involved,
resulting in leverage of greater than 5x, EBIT coverage below
1.5x, or free cash flow below 5% of total debt.

In July 2006, B/E entered into two transactions that materially
affected the company's debt structure and liquidity profile.  On
July 10, B/E announced a tender offer for all of its $175 million
senior notes due 2010.  Later, on July 26, the company announced
its acquisition of Draeger Aerosystems GmbH for approximately
$80 million.  The combination of these two transactions were
financed through use of cash on hand, drawings on an interim
credit facility consisting of a $150 million revolver, replacing
the existing $50 million revolving facility, and an interim
$75 million term loan.  B/E intends to close on the new $450
million credit facilities by late August 2006.

The new term loan facility will be used to repay all interim
financing outstanding and to restore about $100 million of cash on
the company's balance sheet.  On close of the new credit facility,
B/E anticipates having no outstanding borrowings on the revolving
credit facility, with about $144 million remaining available after
$6 million of letters of credit usage.  Moody's believes that the
size and terms of this revolver should be adequate to meet the
company's liquidity requirements, considering B/E's expected
modest working capital needs and projected improvements in free
cash flow in 2006.

The Ba3 rating assigned to the new senior secured credit
facilities, one notch above the Corporate Family Rating,
reflects the priority of claim that these facilities have over a
substantial amount of subordinated debt and general unsecured
liabilities.  These facilities are secured by all stock and assets
of B/E Aerospace Inc. The B3 rating on the company's remaining
8.875% senior subordinated notes due 2011, remains two notches
below the Corporate Family Rating, and reflects the subordination
in claim of this class of debt below all existing and potential
future senior debt in B/E, as well as potential lack of full
recovery provided to this class of debt in a liquidation scenario.

Assignments:

Issuer: BE Aerospace, Inc.

   * Senior Secured Bank Credit Facility, Assigned Ba3

Outlook Actions:

Issuer: BE Aerospace, Inc.

   * Outlook, Changed To Positive From Stable

B/E Aerospace, Inc., headquartered in Wellington, Florida, is the
world's largest manufacturer of commercial and general aviation
cabin interior products and a major independent distributor of
aerospace fasteners.  The company had LTM June 2006 revenue of
$959 million.


BLOUNT INTERNATIONAL: Sells Dixon Assets to Husqvarna for $34 Mil.
------------------------------------------------------------------
Blount International, Inc. has completed the sale of certain
assets of its Dixon Industries, Inc., subsidiary to a subsidiary
of Husqvarna.  Blount received gross proceeds of $34 million upon
the closing of the transaction.

The proceeds will be utilized to reduce debt, fund the closure of
the Company's Coffeyville, Kansas facility and pay applicable
taxes and transaction fees.  The company estimates that net cash
proceeds available for debt repayment from the transaction will be
between $25 million and $28 million.

                        About Husqvarna

Husqvarna is a producer of chainsaws, lawn mowers and other
portable petrol-powered garden equipment, such as trimmers and
blowers.  The group is also a world leader in diamond tools and
cutting equipment for the construction and stone industries.  Its
average number of employees was 11,700.

                   About Blount International

Blount International, Inc. (NYSE:BLT) -- http://www.blount.com/--  
is a diversified international company operating in three
principal business segments:  Outdoor Products, Industrial and
Power Equipment and Lawnmower.  Blount sells its products in more
than 100 countries around the world.

Blount International's balance sheet at March 31, 2006 showed
$462,269,000 in total assets and $595,815,000 in total liabilities
resulting in a stockholders' deficit of $133,546,000.


BLUE BEAR: Court Confirms Amended Joint Plan of Reorganization
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado confirmed
the Amended Joint Plan of Reorganization filed by Blue Bear
Funding, LLC, fka 1st American Factoring, LLC.

The Hon. A. Bruce Campbell determined that all provisions of
Chapter 11 of the Bankruptcy Code have been complied with.  Each
holder of a claim of interest will receive value that is not less
than what the holder would receive if the Debtor was liquidated
under Chapter 7.

                       Treatment of Claims

Under the Modified Plan, all allowed administrative claims other
than operating administrative claims, will be paid in full on
Sept. 3, 2006, the anticipated effective date of the Plan.
Priority tax claims, will also be paid in full on the plan's
effective date, unless Reorganized Blue Bear elects to pay any of
the priority tax claims in installments.

All allowed secured tax claims and priority wage claims will be
paid in full on the Effective Date.  Cache Bank & Trust's Claim,
Robert and Joyce Clayton's DIP Claim and Other DIP Claims will be
paid pursuant to the loan documents currently in effect.

The nature, validity, extent and amount of the secured claims of
Silver Mountain Financial, LLC, and Business Resources, LLC, as
well as the claims of the Independent Factoring Companies will be
determined by the Court and treated under the Plan provisions.

Other secured Claims, if any, will receive, at the option of
Reorganized Blue Bear:

    * the property subject to the security interest or lien,

    * payment to the extent of the value of the Claim Holder's
      interest in the property subject to the lien, or

    * the amount applicable, whichever is lesser, or as otherwise
      determined by the Court.

Unsecured Claims are divided into two classes:

   1. administrative convenience class -- comprised of claimants
      holding claims of under $4,000 in the aggregate or
      claimants who elect to be part of this Class by reducing
      their Claims to $4,000 or less; and

   2. general unsecured class -- consists of all other Unsecured
      Claims, including trade Claims and Investor Claims.

Allowed administrative convenience claims will be paid 20% of
their allowed claims in cash on the initial distribution date.
Allowed general unsecured claims will receive common stock in
Reorganized Blue Bear from the escrow established on the Effective
Date in accordance with the Modified Plan in exchange for the
surrender and cancellation of the Claims, with one share of common
stock for every $1,000 of their allowed claim.  The common stock
will, however, be restricted and not freely tradable in any
market.

Current members of Debtor will receive nothing under the Plan on
account of their membership interests and these interests will be
cancelled.

                     Post-Confirmation Matters

On the Effective Date, Debtor will convert from a Colorado limited
liability company to a Colorado corporation under subchapter C of
the Internal Revenue Code, with the designees of the Committee
compromising all but one of the members of the initial Investor
Committee.  The Investor Committee will be authorized but not
required to (a) liquidate Reorganized Blue Bear, in the event
certain financial and business development benchmarks are not met,
and (b) determine and make dividends to Stockholders upon review
of Reorganized Blue Bear's financial performance.

                 Stockholder Recovery Projections

Stockholders will receive dividends from Reorganized Blue Bear
from:

   -- from operating profits on or about December 2010, based on
      financial projections;

   -- from litigation recoveries financed by the Creditors'
      Litigation Fund -- a fund to be established with the
      reserves of certain IFCs in accordance with a proposed
      separate settlement agreement being negotiated among
      Debtor, the Committee, certain Investors and such IFCs
      -- once litigation recoveries exceed $1,500,000, net of any
      fees and expenses; and

   -- from time to time as determined by the Investor Committee,
      the source of which may include recovery of bad debt,
      litigation recoveries funded by sources other than the
      Creditors' Litigation Fund and from operating profits.

In addition, the Plan provides for an early "cash-out" option, if
so determined by the Investor Committee.

The Projections do not include any litigation recoveries other
than recoveries from bad debt.  Accordingly, based on the
Projections, the estimated discounted liquidation value available
to Stockholders is approximately 13.5% of their claims on or about
December 2010.

A full-text copy of the amended joint reorganization plan is
available for a fee at:

  http://www.researcharchives.com/bin/download?id=060621204104

A full-text copy of the amended disclosure statement explaining
that Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060621203909

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services.  The Company filed for chapter 11 protection on
Aug. 22, 2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A.
White, Esq., and Douglas W. Jessop, Esq., at Jessop & Company,
P.C., represent the Debtor in its restructuring efforts.  Erin L.
Connor, Esq., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


BLUE BEAR: Gets Court Okay to Hire Roller & Assoc. as Auctioneer
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Colorado gave
Blue Bear Funding LLC, fka 1st American Factoring LLC, permission
to hire Roller & Associates Inc. to assist it in selling certain
equipment.

The Debtor will be selling equipment that Ground Zero Engineering
Group Inc., dba Castle Rock Aggregates, used to own.  Ground Zero
vested ownership of the equipment to the Debtor after it failed to
pay its obligations.

S & S Trenching and Construction, which leased the equipment, had
offered to buy the equipment for $115,000.  However, S & S failed
to raise enough money to pay for it.  S & S Trenching holds the
equipment for the Debtor at Rock Springs, Wyoming.

The Debtor wants Roller to sell these equipment to another party:

   -- a 1994 Caterpillar 140G Motor Grader, VIN 072V14368;
   -- a Caterpillar 320L Excavator, VIN 09KK03503; and
   -- a Caterpillar IT38F Integrated Tool Carrier, VIN 06FN00441.

Silver Mountain Financial LLC and Grizzly Creek Leasing LLC have
told the Debtor that they hold an interest in the equipment.
Integrity Leasing & Financing Inc. has also indicated that it
holds an interest in the same equipment.  The Debtor added that DK
Corporation dba Nationwide Cash Flow Specialists and Nationwide
Cash Flow Specialists II LLC may also hold an interest in Ground
Zero's personal property.  None of the parties objected to
Debtor's previous request to sell the equipment to S & S.

The Debtor will compensate Roller through a 10% commission of
the gross sales price derived from the equipment, and will
reimburse Roller for costs incurred to haul the equipment to the
auction site, not to exceed $4,000, and to wash the equipment in
preparation for the auction costing $225.

Steve Quinn, a principal at Roller, assured the Court that his
firm and its partners do not hold material interest adverse to the
Debtor's estate and are "disinterested" as the term is defined in
Section 101(14) of the Bankruptcy Code.

                           About Roller

Roller & Associates Inc.  -- http://www.rollerauction.com/-- is
an auction company specializing in the valuation and subsequent
conversion of assets into cash through auctions (consignment and
full businesses), liquidations or privately negotiated sales or a
combination.  Roller's clientele includes large and small
corporations and businesses, governmental agencies and private
individuals desiring to liquidate varied business and industrial
assets.  The firm can be reached at:

         Roller & Associates Inc.
         7500 York Street
         Denver, CO 80229
         Phone: (303) 289-1600
         Fax: (303) 853-4384

                          About Blue Bear

Headquartered in Windsor, Colorado, Blue Bear Funding, LLC --
http://www.bluebearfunding.com/-- provides invoice factoring
services.  The Company filed for chapter 11 protection on
Aug. 22, 2005 (Bankr. D. Colo. Case No. 05-31300).  Alice A.
White, Esq., and Douglas W. Jessop, Esq., at Jessop & Company,
P.C., represent the Debtor in its restructuring efforts.  Erin L.
Connor, Esq., represents the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets between $1 million and $10 million
and debts between $10 million and $50 million.


CABLEVISION SYSTEMS: Options Probe Delays Fin'l Report Filing
-------------------------------------------------------------
Cablevision Systems Corporation will not release full second
quarter financial information at this time due to results of an
ongoing stock options review and an expected restatement of
financial results.

The Company however released these selected operating and
financial measures for the second quarter ended June 30, 2006:

   * consolidated net revenue growth of 15.6% to more than
     $1.4 billion as compared to the second quarter of 2005;

   * Quarterly Revenue Generating Unit growth of more than 385,000
     new video, high-speed data and voice units; the Company's
     highest second quarter RGU gain ever;

   * Ninth consecutive quarter of basic video subscriber gains;

   * Cable Television net revenue growth of 17.9% as compared to
     the second quarter of 2005;

   * Average Monthly Revenue per Basic Video Customer of $109.01

                       Revenue (unaudited)

The net revenues of Fox Sports Net (FSN) Ohio, FSN Florida, FSN
Chicago and Rainbow DBS's distribution operations are included in
discontinued operations and are not presented in this table.  The
VOOM HD Networks are included in the Rainbow segment for all
periods presented.

Telecommunications Services - Cable Television and Lightpath

Telecommunications Services includes Cable Television -
Cablevision's "Optimum" branded video, high-speed data, and voice
residential and commercial services offered over its cable
infrastructure -- and its "Optimum Lightpath" branded, fiber-
delivered commercial data and voice services.

Telecommunications Services net revenues for the second quarter
2006 rose 17.2% to $1.049 billion, compared to the prior year
period.

Cable Television

Cable Television second quarter 2006 net revenues increased 17.9%
to $1.008 billion, compared to the prior year period.  The
increase in net revenue resulted principally from growth in video,
high-speed data, and voice customers, which is reflected in the
addition of more than 1.5 million Revenue Generating Units since
the second quarter of 2005.

Second quarter 2006 includes:

   * Basic video customers up 35,328 or 1.2% from March 2006 and
     95,486 or 3.2% from June 2005; ninth consecutive quarter of
     basic video subscriber gains;

   * iO: Interactive Optimum digital video customers up 143,499 or
     6.7% from March 2006 and 529,265 or 30.4% from June 2005;

   * Optimum Online high-speed data customers up 84,819 or 4.7%
     from March 2006 and 371,578 or 24.4% from June 2005;

   * Optimum Voice customers up 122,234 or 14.1% from March 2006
     and 509,185 or 106.4% from June 2005;

   * Revenue Generating Units up 385,284 or 4.9% from March 2006
     and 1,503,577 or 22.3% from June 2005;

   * Advertising revenue rose 22.6% from March 2006 and declined
     1.0% from the prior year period;

   * Cable Television RPS of $109.01, up $4.77 or 4.6% from the
     first quarter of 2006 and $13.79 or 14.5% from the second
     quarter of 2005.

Lightpath

For the second quarter 2006, Lightpath net revenues increased
11.3% to $52.9 million, compared to the prior year period.  The
increase in net revenue is primarily attributable to growth in
Optimum Voice call completion activity and Ethernet data services
over Lightpath's fiber infrastructure, offset in part by a decline
in traditional phone service usage.  Lightpath revenue excluding
Optimum Voice call activity would have increased 1.0%.

Rainbow

Rainbow consists of our AMC, IFC and WE tv (formerly known as WE:
Women's Entertainment) National Programming services as well as
Other Programming which includes: FSN Bay Area, fuse, Mag Rack,
Sportskool, News 12 Networks, IFC Entertainment, VOOM HD Networks,
Rainbow Network Communications, Rainbow Advertising Sales Corp.
and other Rainbow ventures.  In connection with the resolution of
a contractual dispute with one of its major affiliates, the
operations of FSN Chicago were shut down in June 2006.

Rainbow net revenues for the second quarter 2006 increased 10.7%
to $225.9 million, compared to the prior year period.  Second
quarter 2005 revenue excludes certain affiliate revenue
attributable to the quarter that was not recognized due to a
contractual dispute, until the third quarter of 2005 when such
dispute was resolved.  If this net revenue had been recognized in
the second quarter of 2005, second quarter 2006 net revenue would
have increased 7.5%.

AMC/IFC/WE

Second quarter 2006 net revenues increased 12.0% to
$151.7 million, compared to the prior year period.  As noted,
second quarter 2005 net revenue excludes certain affiliate
revenue, which was recorded in the third quarter of 2005.  If this
revenue had been recognized in the second quarter of 2005,
AMC/IFC/WE's second quarter 2006 net revenue would have increased
7.2%.

The second quarter 2006 includes:

   * a 13.8% increase in advertising revenue, as compared to the
     prior year period, driven principally by higher primetime
     sellout rates;

   * a 9.9% increase in affiliate revenue compared to the prior
     year period or a 2.7% increase if the disputed affiliate
     revenue described were included in the second quarter
     of 2005; and

   * viewing subscriber increases of 7.7% at IFC, 5.0% at WE and
     1.7% at AMC as compared to June 2005.

Other Programming

Second quarter 2006 net revenues rose 4.9% to $79.9 million, as
compared to the prior year period.  The increase in net revenue
was driven primarily by higher revenue at the regional sports and
news networks, IFC Entertainment and fuse, partially offset by the
impact of the closure of two Metro Channels in 2005.

Madison Square Garden

Madison Square Garden's primary businesses include: MSG Network,
FSN New York, the New York Knicks, the New York Rangers, the New
York Liberty, MSG Entertainment, the MSG Arena complex and Radio
City Music Hall.

Madison Square Garden's second quarter 2006 net revenue increased
6.9% to $162.0 million compared to the second quarter of 2005.

MSG's second quarter 2006 revenue was primarily impacted by:

   * an increase in net revenue relating to the impact of the
     2005/2006 hockey season as compared to the NHL lock-out the
     prior year;

   * higher network affiliate revenue, as compared to the second
     quarter of 2005, despite certain retroactive rate adjustments
     in the second quarter of 2005; and

   * a reduction in revenue associated with the termination of the
     New York Mets carriage agreement.

Total Company

Consolidated net revenue grew 15.6% to more than $1.4 billion,
compared to the prior year period, driven primarily by the
addition of more than 1.5 million Revenue Generating Units since
the second quarter of 2005 in Cable Television, combined with
revenue growth at all other reportable segments.

In addition, in April 2006 the Company paid a $10 per share
special cash dividend (a total of approximately $2.96 billion)
funded by approximately $3 billion of additional debt.  Second
quarter 2006 total net interest expense will reflect a significant
increase, as compared to the prior year period, primarily as a
result of the additional borrowings.

                         2006 Outlook

The company updates certain of its previously issued full year
2006 guidance:

   Cable TV
   --------

   Basic video subscriber
    growth                          + 3.5% to 4.0%

   Revenue Generating Unit          Approximately 1.5 million
    (RGU) net additions

   Revenue growth                   high teens (a)

   Capital expenditures             Approximately $750 million

   AMC/IFC/WE
   ----------
   Revenue growth                   high single digit (a)

(a) Percentage growth rate (2006 as compared to 2005).

The Company expects to provide an update for the balance of its
previously issued guidance when it releases its full second
quarter 2006 financial results.

                      Stock Options Review

In light of published reports concerning the pricing of stock
options and the timing of option grants at numerous companies, the
Company undertook a voluntary review of past practices in
connection with grants of stock options and stock appreciation
rights -- SARs.  As a result of that review, which is ongoing, the
Company has determined that the date and exercise price assigned
to a number of its stock option and SAR grants during the
1997-2002 period did not correspond to the actual grant date and
the closing price of the Company's common stock on that day.

The Company expects to restate previously issued annual and
interim financial statements to record adjustments relating to
stock option and SAR matters.  The Company has not fully
determined the amount of such adjustments or the resulting tax and
accounting impacts. Accordingly, management has concluded that the
financial statements for all the periods beginning January 1, 1997
should not be relied upon.

The Company will not be in a position to file its Quarterly Report
on Form 10-Q for the quarter ended June 30, 2006 pending
completion of the review.

The Company's review is being conducted with outside legal counsel
that had not previously been involved with the Company's stock
option plans.  A special committee of independent directors has
received periodic reports on this matter.  The Company has
contacted the Securities and Exchange Commission and the U.S.
Attorney's Office for the Eastern District of New York to advise
them of these matters.

Headquartered in Manhattan, Cablevision Systems Corp. (NYSE: CVC)
-- http://www.cablevision.com/-- provides cable TV service to
about 3 million customers in and around New York City.  The firm
has upgraded its network and services to include digital cable,
movies-on-demand, and VoIP telephony.  It also operates business
communications service provider Cablevision Lightpath and regional
sports channels.  Cablevision controls Madison Square Garden, the
New York Knicks and the New York Rangers, plus Radio City Music
Hall.  Cablevision pulled plans to spin off its cable network
unit, Rainbow Media Holdings, and instead closed that company's
money-losing satellite TV assets.  Chairman Charles Dolan and his
family control Cablevision.

At Mar. 31, 2006, Cablevision System Corp.'s balance sheet showed
a $2,517,442,000 stockholders' deficit compared to a
$2,468,766,000 deficit at Dec. 31, 2005.

                           *     *     *

As reported in the Troubled Company Reporter on July 4, 2006,
Dominion Bond Rating Service confirmed the ratings of Cablevision
Systems Corporation and its wholly owned financing subsidiary, CSC
Holdings, Inc. at B (low) and BB (low)/B (high), respectively.
All trends are Stable.

   * Bank Debt Confirmed BB (low)
   * Senior Notes and Debentures Confirmed B (high)
   * Senior Notes Confirmed B (low) Stb


CABOODLES LLC: Wants Exclusive Periods Extended to September 5
--------------------------------------------------------------
Caboodles LLC asks the U.S. Bankruptcy Court for the Western
District of Tennessee to further extend its exclusive periods to:

   a) file a plan and a disclosure statement explaining that plan
      until Sept. 5, 2006; and

   b) solicit acceptances of that plan until Oct. 4, 2006.

The Debtor's second extended exclusive period to file a plan ended
on July 3, 2006.

The Debtor is currently working on the sale of substantially all
of its assets.  The Debtor said they will need the additional time
to focus more on the preparation of an acceptable plan.

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No. 05-
35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed $18,422,133 in assets and $15,874,247 in
debts.


CABOODLES LLC: Selling All Assets to HHS Limited for $1 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Tennessee
gave Caboodles LLC authority to sell substantially all of its
assets to HHS Limited Partnership for $1,000,000.

The assets for sale include:

   a) the Debtor's intellectual property rights under an
      exclusive license agreement it entered into with HHS; and

   b) the Debtor's rights under an agreement it entered into with
      Glimpso LLC.

Under the License Agreement, HHS granted the Debtor an exclusive,
worldwide license to use certain "Intellectual Property" including
the Caboodles trademark.  HHS was granted a five percent equity
interest in the Debtor.  HHS retains that equity interest.

Under the Glimpso Agreement, Glimpso possessed the right to use
the Caboodles Trademark for a specific and limited use.

The Court deemed the Glimpso Agreement rejected.  The Court found
that the rights conferred to Glimpso under the Glimpso Agreement,
including Caboodles Trademark, are not "intellectual property" as
defined by Sec. 101(35A) of the Bankruptcy Code.

Pittco Capital Partners L.P., a secured creditor for which the
Debtor owes $2,000,000, holds a first priority security interest
in certain of the Debtor's property.  Pittco's lien will attach to
the proceeds of the sale.

Headquartered in Memphis, Tennessee, Caboodles, LLC, aka Caboodles
Cosmetics, manufactures cosmetics.  The company filed for chapter
11 protection on Sept. 30, 2005 (Bankr. W.D. Tenn. Case No. 05-
35710).  Steven N. Douglass, Esq., at Harris Shelton Hanover
Walsh, PLLC, represents the Debtor in its restructuring efforts.
No Official Committee of Unsecured Creditors has been appointed in
the Debtor's case.  When the Debtor filed for protection from its
creditors, it listed $18,422,133 in assets and $15,874,247 in
debts.


CALPINE CORP: Units Asks Lenders to Extend Waiver to August 25
--------------------------------------------------------------
Calpine Construction Finance Company, L.P., and CCFC Finance Corp.
-- Calpine Corp. subsidiaries -- have commenced a solicitation,
for holders of record as of July 27, 2006, to seek consents to a
second amendment of a waiver under the indenture governing their
$415,000,000 principal amount of Second Priority Senior Secured
Floating Rate Notes due 2011.  CCFC also is requesting consents to
a similar amendment to a waiver from the lenders under the credit
and guarantee agreement governing its $385,000,000 First Priority
Senior Secured Institutional Term Loans due 2009.

The proposed amendments will extend by two weeks the date by which
CCFC is required to reach agreement with the holders and lenders
regarding the treatment of a gas sale and power purchase agreement
in the Chapter 11 bankruptcy proceeding of Calpine Corp., the
Company's ultimate parent, and certain of Calpine Corp.'s
controlled subsidiaries.

CCFC is required to reach such agreement by August 11, 2006,
pursuant to waivers obtained in June 2006 of specified defaults
under the Indenture and Credit Agreement resulting from the
failure of Calpine Energy Services, L.P., one of Calpine
Corporation's controlled subsidiaries that filed for bankruptcy,
to make certain payments due to CCFC under the gas sale and power
purchase agreement.  The June 2006 waivers originally required
CCFC to reach such agreement by August 4, 2006, but the deadline
was extended by one week pursuant to a consent solicitation and
waiver amendment request commenced on August 1, 2006 and completed
on August 3, 2006.  The new amendments will further amend the
June 2006 waivers to extend the date to August 25, 2006.

CCFC is engaged in continuing negotiations with certain of the
holders and lenders, with the expectation that a proposal for an
agreement regarding the gas sale and power purchase agreement will
be announced on or before expiration of the extension.

An agreement containing the second amendment to waiver under the
Indenture will be executed following receipt by the Company of the
consent of holders of at least a majority in aggregate principal
amount of outstanding Notes.  An agreement containing a similar
amendment to waiver under the Credit Agreement will be executed
following receipt by CCFC of the consent of lenders holding more
than 50% of the aggregate outstanding Term Loans.

The effectiveness of each of the amendment agreements is
conditioned, among other things, upon the effectiveness of the
other.  Consents given in the consent solicitation may be revoked
at any time prior to the effectiveness of the amendment agreement
under the Indenture, but not thereafter.

Upon their effectiveness, the amendment agreements will bind all
holders of the Notes and lenders under the Term Loans whether or
not they provided their consent.

The consent solicitation under the Indenture and waiver amendment
request under the Credit Agreement will expire at 5:00 p.m., New
York City time, on August 11, 2006, unless extended.

Global Bondholder Services Corporation will act as Information
Agent in connection with the consent solicitation.  Questions
concerning the terms of the consent solicitation, and requests for
copies of the solicitation letter, the consent form or other
related documents should be directed to the Information Agent by
calling 866-736-2200.  Wilmington Trust Company will act as
Tabulation Agent.  Requests for assistance in delivering consents
should be directed to the Tabulation Agent at 302-636-6181.

Goldman Sachs Credit Partners L.P. is the administrative agent
under the Credit Agreement.

                   About Calpine Construction

Calpine Construction Finance Company, L.P., is an indirect
subsidiary of Calpine Corporation.  It was formed to develop, own
and operate power generating facilities.  CCFC currently owns and
operates six natural gas-fired, combined-cycle facilities located
in California, Texas, Oregon, Florida and Maine, which have a
combined estimated peak capacity of nearly 3,700 megawatts.  CCFC
Finance Corp. is a direct subsidiary of CCFC that was formed
solely to act as co-issuer of the Notes.

                      About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.


CASABENI LLC: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Casabeni, LLC
        2541 NE 48 Street
        Lighthouse Point, FL 33064

Bankruptcy Case No.: 06-13683

Chapter 11 Petition Date: August 6, 2006

Court: Southern District of Florida (Fort Lauderdale)

Judge: Raymond B. Ray

Debtor's Counsel: Susan D. Lasky, Esq.
                  Lasky, Bigge & Rodriguez P.A.
                  2101 North Andrews Avenue, Suite 405
                  Wilton Manors, FL 33311
                  Tel: (954) 565-5854
                  Fax: (954) 462-8411

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
DVNY Development, Inc.           All development       $400,000
2807 SW 15th Avenue              fees
Fort Lauderdale, FL 33315

Dominick & Barbara Casale        Loans                 $269,000
2405 Fryer Point
Fort Lauderdale, FL 33305

Arquitectonica                   Architects            $187,000
801 Brickell Avenue, Suite 1100
Miami, FL 33131

D & D Resources, LLC                                   $100,000
2807 SW 15th Avenue
Fort Lauderdale, FL 33315

Craven Thompson                  Engineering            $75,000
3563 NW 53rd Street
Fort Lauderdale, FL 33309

Salazar Architectural Group                             $62,000
5200 Blue Lagoon Dr., Suite 425
Miami, FL 33126

Ruden McClosky                   Legal Fees             $36,000
200 East Broward Boulevard
Fort Lauderdale, FL 33301

John P Wilkes, PA                Legal Fees             $25,000
901 South Federal Highway
Suite 101A
Fort Lauderdale, FL 33316

Azalea Mobile Park, LLC                                 $17,250
2807 SW 15th Avenue
Fort Lauderdale, FL 33315

Cathy Sweetapple & Associates    Traffic                $14,000
101 North Gordon Road
Fort Lauderdale, FL 33301

Landscape Architects                                     $6,100
Collaborative, Inc.
4310 West Broward Blvd
Plantation, FL 33317

Building Information Services    Cost Estimates          $3,700
1831 Sabal Palm Drive, Ste. 306
Davie, FL 33324

3Eye Group                       Renderings              $2,700
1110 Brickell Avenue, Suite 402
Miami, FL 33131

Walker Parking Consultants                               $2,400
36852 Eagle Way
Chicago, IL 60678

Urban Landscape, Inc.            Landscape Architect     $2,000
3250 Mary Street, Suite 301
Miami, FL 33133

Helivisions                      Aerial Photos           $1,000
1900 N Andrews Avenue Extension
Suite B
Pompano Beach, FL 33069

Hollywood Beach Realty Inc. &    Brokerage              Unknown
Classic Properties               Agreement
329 Johnson Street
Hollywood, FL 33019

Hollywood Beach Tower            Brokerage              Unknown
301 Harrison Street              Agreement
Hollywood, FL 33019

Hollywood Investment Group 1LLC  Agreement for          Unknown
c/o Dubow, Dubow & Wallace       Sale between
Attn: David Wallace, Esq.        Hollywood
215 North Federal Highway        Investment
Dania, FL 33004                  Group and
                                 Casabeni LLC
                                 dated 10/20/05
                                 as amended by
                                 Addendum dated
                                 10/20/06

Sunbelt Investments              Brokerage              Unknown
Norman Schwartz                  Agreement
3200 S. Andrerws Ave., Suite 104
Fort Lauderdale, FL 33316


CATHOLIC CHURCH: Tort Panel Says Portland's Requests are Premature
------------------------------------------------------------------
It is premature to determine whether or on what basis the motions
for depositions and affidavits, or either of them, should be
granted, Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in
Portland, Oregon, tells the U.S. Bankruptcy Court for the District
of Oregon.

Mr. Kennedy notes that virtually all of the claims are now being
asserted in adversary proceedings and the remaining claims are
contested matters.  The Archdiocese does not seek depositions or
interrogatories in the adversary proceedings or on the contested
matters, Mr. Kennedy points out.  The Archdiocese seeks separate
and additional depositions on identical matters for estimation
purposes.

If the purpose of the depositions or affidavits is to assist in
estimations, Mr. Kennedy argues that the scope of the mini-
depositions or other discovery cannot yet be determined for two
reasons:

   (1) None of the listed claim attributes has been tested to
       determine whether it has statistical significance or
       predictive power; and

   (2) Many of the listed claim characteristics do not lend
       themselves to statistical analysis.

Mr. Kennedy says interrogatory questions must be refined and
framed in a way that is designed to provide answers that can be
used in a statistical model.  The answers must be objective and
quantifiable.

According to Mr. Kennedy, the estimation process will involve two
phases:

   (1) To identify claim characteristics that have statistical
       significance and predict outcomes.  The first phase
       includes:

       (a) identifying claim characteristics that can be
           objectively measured and may have statistical
           significance;

       (b) gathering data to assign the characteristics to
           the pool of settled claims;

       (c) assigning the characteristics to each of the settled
           claims; and

       (d) testing the characteristics to determine which are
           statistically significant and have predictive power;
           and

   (2) To assign the statistically significant characteristics to
       unresolved claims and then run statistical models.

After those characteristics have been identified, then it is
likely that a discovery format can be easily generated to assist
in assigning the characteristics to the unresolved claims, Mr.
Kennedy notes.  Until those have been identified, discovery will
be an unfocused inquiry into matters that may be largely
irrelevant to the estimation process.

Mr. Kennedy says that if the Archdiocese wants to take deposition
of a claimant, then Portland should simply notice the deposition
in the adversary proceeding or contested matter, and the
scheduling and scope of the deposition will be resolved in that
context, Mr. Kennedy suggests.

If the Archdiocese wants depositions or discovery in the
estimation process, then that discovery should await a
determination of the characteristics that have statistical
significance, Mr. Kennedy says.

The Tort Committee, therefore, asks Judge Perris to deny the
Archdiocese's requests to (i) conduct mini-depositions of
claimants and (ii) require claimants to submit affidavits.

                      Archdiocese Responds

Determining the statistically significant claim attributes is
unnecessary and undesirable prior to collecting data from
claimants holding unresolved claims, Susan S. Ford, Esq., at
Sussman Shank LLP, in Portland, Oregon, argues.

Ms. Ford says the problem with only asking questions, which appear
to be significant based on the current model, is that it would not
allow:

   * updating the model in the future; and

   * including claim information, which did not appear relevant
     initially but proved to be relevant at a later date.

In addition, Ms. Ford asserts that waiting to determine the
statistically significant claims attributes will only delay the
collection of data from the unresolved claimants and will further
delay the estimation process.

Ms. Ford notes that the Archdiocese faces a Sept. 15, 2006,
deadline to collect data on the resolved and unresolved claims.

If data collection proceeds on both the resolved and unresolved
claims at the same time, Mr. Ford says that the:

   * data can be provided to the experts immediately upon
     collection;

   * data input can be tested for significance; and

   * unresolved claims be estimated without having to wait an
     additional period of time to collect the data before it can
     be input and analyzed.

The data that turns out to be of little significance will simply
be discarded and not factored in to the claims analysis, Ms. Ford
adds.

Ms. Ford asserts that permitting the claimants to know exactly
which claim attributes are statistically significant prior to
their being required to provide data on their claims could
potentially be prejudicial to the Archdiocese.  This would give
the claimants the benefit of knowing that every answer they are
being asked to provide will be significant in establishing the
estimated amount of their claim, rather than simply providing
information on all claim attributes, which might or might not be
significant, Ms. Ford points out.

Providing information on all claim attributes will not pose a
substantial burden on the claimants because the Archdiocese is
entitled to all information regarding the claims in the normal
discovery process, Ms. Ford contends.

The claimants should not be allowed to continue withholding
information on their claims simply because the information may or
may not be used for estimation purposes, Ms. Ford says.

The Tort Committee and the Archdiocese have each proposed a list
of attributes that they believe may be significant in the claims
evaluation.  The Archdiocese and the Tort Committee, along with
their experts, need to confer to agree on the attributes on which
data will be collected, Ms. Ford says.

If the parties are unable to agree on the attributes, the
Archdiocese will ask the Court to rule which attributes will be
included so that data collection may proceed, Ms. Ford notes.

Ms. Ford further asserts that the Archdiocese is entitled to the
information that will be obtained in the mini-depositions or
affidavits regardless of its significance to the claims estimation
process.

Although the claimants may be inconvenienced by having to appear
twice, Ms. Ford says they will not be subjected to having to
answer the same questions twice, but will only be asked additional
questions if continuation of the depositions prove necessary.

The information to be obtained in the mini-depositions would also
be used in settlement negotiations, which could result in
resolution of the claim without the claimant being subjected to
any further deposition proceedings, Ms. Ford points out.

Ms. Ford further explains that obtaining information from
affidavits alone will likely result in erroneous, confusing, and
contradictory information which can only be resolved through
follow-up questions that could be posed to the claimant in a
deposition.

Ms. Ford further notes that none of the known future claimants
will be required to provide information regarding their claims,
either by way of mini-deposition or affidavit.  Depending on how
the estimation of future claims proceeds, the known future
claimants may be asked to provide information on their claims in
that context.

For these reasons, the Archdiocese asks the Court to approve its
requests for mini-depositions or for affidavit testimony on each
of the claim attributes to be identified by Portland and the Tort
Committee and approved by the Court.

                           *     *     *

Judge Perris held a hearing on the Archdiocese's requests on
July 27, 2006.

The Bankruptcy Court tentatively denies the Archdiocese's request
to conduct mini-depositions to claimants, except pro se claimants.

Judge Perris permits the Archdiocese to require from the other
claimants affidavits or a verified survey that provides the
answers needed by the experts for the data collection.

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)


CELESTICA INC: Incurs $30.3 Mil. Net Loss in Quarter Ended June 30
------------------------------------------------------------------
Celestica Inc. generated $2.2 billion of revenue for the second
quarter ended June 30, 2006, down 1% from $2.25 billion in the
second quarter of 2005.

Net loss on a GAAP basis for the second quarter was $30.3 million,
compared to GAAP net earnings of $12.6 million for the same period
last year.  Included in GAAP net loss for the quarter are charges
of $20 million associated with previously announced restructuring
plans and a $33 million non-cash loss associated with the sale of
the company's plastics business in the quarter.

Adjusted net earnings for the quarter were $29.1 million, compared
to $39.8 million for the same period last year.  Adjusted net
earnings is defined as net earnings before amortization of
intangible assets, gains or losses on the repurchase of shares and
debt, integration costs related to acquisitions, option expense,
option exchange costs and other charges, net of tax and
significant deferred tax write-offs.  These results compare with
the company's guidance for the second quarter, announced on
April 27, 2006, of revenue of $2.05 billion to $2.25 billion.

For the six months ended June 30, 2006, revenue was $4.158 billion
compared to $4.401 billion for the same period in 2005.  Net loss
on a GAAP basis was $47.7 million, compared to net earnings of
$1 million last year.  Adjusted net earnings for the first half of
2006 were $46.5 million, compared to adjusted net earnings of
$73.2 million for the same period in 2005.

"The sequential revenue growth reflects the growing benefits from
our focus on revenue diversification," said Steve Delaney, CEO,
Celestica.  "With a backdrop of stable end markets, improved
efficiencies in our high growth facilities, ramping new programs,
and the completion of our restructuring activities, we are
confident in continued revenue growth and stronger margins
throughout 2006."

                              Outlook

For the third quarter ending Sept. 30, 2006, the company
anticipates revenue to be in the range of $2.15 billion to
$2.35 billion.  The revenue outlook reflects a stable end market
environment as well as additional volume from ramping new
programs.  The anticipated improvement in adjusted earnings is
being driven by continued benefits from our restructuring
activities and increased efficiencies in our Mexico and European
operations.

                          About Celestica

Headquartered in Toronto, Ontario, Celestica, Inc. (NYSE: CLS,
TSX: CLS/SV) -- http://www.celestica.com/-- is a world leader in
the delivery of innovative electronics manufacturing services.
Celestica operates a highly sophisticated global manufacturing
network with operations in Asia, Europe and the Americas,
providing a broad range of integrated services and solutions to
original equipment manufacturers.  Celestica's expertise in
quality, technology and supply chain management, enables the
company to provide competitive advantage to its customers by
improving time-to-market, scalability and manufacturing
efficiency.

                           *     *     *

Celestica carries Fitch's 'BB-' issuer default and unsecured
credit facility ratings.  Fitch also assigned a 'B+' rating to the
Company's senior subordinated debt.  The Rating Outlook is Stable.

In February 2005, Moody's Investors Service lowered Celestica's
senior implied rating to Ba3 from Ba2, senior unsecured issuer
rating to B1 from Ba3 and the subordinated notes rating to B2 from
Ba3.


CHATTEM INC: Receives Consents to Amend $107.5 Mil. Sr. Sub. Notes
------------------------------------------------------------------
Chattem, Inc. has received the requisite consents to the proposed
amendments to the Indenture governing its $107.5 million 7% Senior
Subordinated Notes due 2014.

The Company disclosed that consents had been received from
$106.9 million in aggregate principal amount, or approximately
99%, of the outstanding Notes.

The Company, the Guarantors and US Bank National Association, the
trustee under the Indenture, entered into a First Amendment to and
Supplemental Indenture implementing the amendments described in
the Consent Solicitation Statement dated June 26, 2006.  The
proposed amendments will be binding on all Holders, including non-
consenting Holders.

Questions regarding the consent solicitation may be directed to:

           Wachovia Securities,
           Liability Management Group,
           Tel. No.: (704) 715-8341,
           Toll-free at: (866) 309-6316

Requests for additional copies of the Consent Solicitation
Statement should be directed to:

           The Information Agent
           Global Bondholder Services Corporation
           65 Broadway, Suite 704,
           New York, New York 10005
           Telephone: (212) 430-3774.

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

                           *     *     *

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


CHEMED CORP: Earns $12.8 Million for the Second Quarter of 2006
---------------------------------------------------------------
Chemed Corporation reported net income for the three-months ended
June 30, 2006 of $12.8 million, compared to $8.9 million for the
same period in 2005.

Service revenue for the second quarter of 2006 was $249.8 million,
versus $226.3 million for the same quarter a year ago.

Net income for the six-months ended June 30, 2006 was $25.1
million from revenues of $496 million, compared to net income of
$17 million from revenues of $445 million for the same period in
the prior year.

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

                           *     *     *

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


CLECO CORP: Earns $22.8 Million in 2006 Second Quarter
------------------------------------------------------
Cleco Corp. reported second-quarter net income of $22.8 million,
up from the $20.2 million recorded in the second quarter of 2005.

One of the primary reasons for the increase was the impact from
the recognition of the remaining $12.2 million that was available
to be drawn on a $15 million letter of credit from Calpine Corp.,
partly offset by the absence of tolling agreement payments from
Calpine Energy Services L.P.  CES and Calpine filed for bankruptcy
in December 2005.  Another positive factor in the second-quarter
performance is lower corporate net interest expense.

For the six months ended June 30, 2006, net income was
$34.5 million, up $5.3 million from what was reported in the same
period of 2005.

"Cleco has enjoyed a successful first half of 2006 with
construction now under way on our new $1 billion solid-fuel unit
at Rodemacher Power Station," Cleco President and CEO Michael
Madison said.  "However, we still have a lot of work ahead to meet
our goals.

"We have to ensure our utility continues to produce stable
financial results while keeping a sharp focus on managing the
construction of the 600-megawatt unit" Madison said.  "As for our
unregulated generation business, we are continuing efforts to
resolve the Calpine bankruptcy-related issues involving the Acadia
plant."

                         About Cleco Corp.

Headquartered in Pineville, Louisiana, Cleco Corp. (NYSE: CNL) --
http://www.cleco.com/-- is a regional energy provider, which
operates a regulated electric utility company that serves about
267,000 customers across the state.  Cleco also operates a
wholesale energy business that has approximately 1,350 megawatts
of generating capacity.

                           *     *     *

Moody's Investors Service assigned a Ba2 rating to Cleco Corp.'s
Preferred Stock in March 2003.


CMS ENERGY: Posts $75 Mil. Net Income for the Second Quarter 2006
-----------------------------------------------------------------
CMS Energy Corporation reported net income of $75 million from
operating revenue of $1.396 billion for the second quarter of
2006, compared to $30 million net income from $1.23 billion
operating revenue for the same period in 2005.

For the first six months of 2006 net income was $51 million from
operating revenue of $3.428 billion, compared to $182 million net
income from $3.075 billion operating revenue for the same period
in 2005.

                       Recent highlights

   -- The Company signed an agreement to sell its Palisades
      nuclear power plant to Entergy for $380 million.

   -- The Company also reached an agreement to sell its interests
      in the Midland Cogeneration Venture to two buyers for $60.5
      million.

David Joos, president and chief executive officer, said, "We
recently reached several important milestones as we continue to
implement our 'building on the basics' strategy.  The sale of the
Palisades plant and our interests in the Midland Cogeneration
Venture, when completed, will improve cash flow, reduce financial
risk, and help to stabilize future earnings.  The proceeds from
those sales also will allow us to reduce debt at a time when
interest rates are rising,"

CMS Energy Corporation -- http://www.cmsenergy.com-- is a
Michigan-based company that has as its primary business operations
an electric and natural gas utility, natural gas pipeline systems,
and independent power generation.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit ratings on CMS Energy Corp., and its subsidiary,
Consumers Energy Co., and removed the ratings from CreditWatch
with negative implications.  It also affirmed its 'B-1' short-term
corporate credit rating on CMS and removed the rating from
CreditWatch with negative implications.  S&P said the outlook is
stable.

Fitch rates CMS Energy Corp.'s $125 million issuance of 6.875%
senior unsecured notes, due Dec. 15, 2015, at 'BB-'.  The Rating
Outlook for CMS is Stable.


COMMERCIAL CAPITAL: Fitch Holds Junk Rating on $17.3MM of Certs.
----------------------------------------------------------------
Commercial Capital Access One, Inc.'s commercial mortgage series
3, is affirmed by Fitch Ratings:

    -- $140.8 million class A2 'AAA';
    -- $43.4 million class B 'AAA';
    -- $43.4 million class C 'A+';
    -- $19.5 million class D 'BBB+';
    -- $6.5 million class E 'BBB';
    -- $100,000 class X 'AAA';
    -- $10.8 million class F 'BB';
    -- $17.3 million class G 'CCC/DR2'.

Fitch does not rate class H.  Class A-1 has paid in full.

The affirmations are the result of stable loan performance and
minimal paydown since Fitch's last rating action.  As of the July
2006 distribution report, the transaction has paid down 33.3% to
$289 million from $433.7 million at issuance.

There are two loans (12.6%) in special servicing.  The largest
loan in special servicing (12.1%) is secured by a 618,899 square
foot (SF) office property located in St. Paul, MN.  The loan
transferred to the special servicer due to monetary default.  The
special servicer foreclosed the asset in May of 2006 and is
currently marketing the property for sale.  Recent appraisal
valuation indicates losses upon the disposition of this asset.

The second largest asset in special servicing (0.5%) is secured by
a golf course in East St. Louis, IL.  The loan transferred to
special servicer due to monetary default and is currently being
reviewed by the special servicer.  It is uncertain as to whether
losses will be incurred upon the workout of this loan.

34% of the remaining pool is covered by a limited guaranty
provided by Sun America, Inc.  The guaranty requires Sun America
to pay the special servicer, on behalf of the trustee, an amount
equal to any realized losses arising from specially serviced
loans, or to purchase the specially serviced loans directly from
the trust.  Prior losses have reduced the outstanding coverage
from $14.4 million at issuance to approximately $11.3 million.
The loans currently in special servicing are not covered by the
guaranty.


COMMSCOPE INC: Plans to Buy Andrew Corp. for $1.7 Billion
---------------------------------------------------------
CommScope, Inc., is proposing to acquire all of the outstanding
shares of Andrew Corporation for $9.50 per share in cash.
CommScope's all-cash proposal represents a premium of
approximately 36% over the $6.97 per share value Andrew's
shareholders would receive under the existing merger agreement
between Andrew and ADC Telecommunications, Inc., based on the
closing price of ADC's common stock on Aug. 4, 2006, the last
trading day before CommScope's proposal was made public.
CommScope's proposal also represents a premium of approximately
20% over Andrew's per share closing price of $7.89 on Aug. 4,
2006.

The proposal, which was unanimously approved by CommScope's Board
of Directors, is valued at approximately $1.7 billion, including
assumption of approximately $186 million of Andrew net debt.  This
represents aggregate additional consideration of approximately
$404 million over the current value provided to Andrew's
shareholders under the existing ADC / Andrew merger agreement.
The merger is expected to be accretive to CommScope's earnings per
share in the first year after closing, excluding any related
special items.  Assuming the timeline set forth in the proposal
letter, it is anticipated that the proposed transaction would
close in early 2007.

CommScope expects the combined company to be a leader in virtually
every aspect of "last mile" communications: structured cabling
solutions for the business enterprise, broadband cable for HFC
applications and wireless communications infrastructure.  In
addition to the compelling strategic fit of Andrew and CommScope,
the combination of the companies' respective operations is
expected to result in meaningful sales, operating and cost
synergies.  CommScope has a strong global track record of managing
its businesses to create shareholder value. Moreover, CommScope's
executive management team has extensive experience in all the
product areas in which Andrew currently operates.  Given
CommScope's manufacturing discipline and commitment to operational
excellence, and based on its review of publicly available
information, the Company expects to achieve annual cost savings of
approximately $30 million to $50 million in the first full year
after completion of the transaction and approximately $70 million
to $90 million in the second full year after completion.

"We believe that our all-cash proposal is extremely compelling for
Andrew shareholders and provides Andrew shareholders superior
value over that contemplated by the existing merger agreement with
ADC," said Frank Drendel, CommScope's Chairman and Chief Executive
Officer.  "Under our proposal, Andrew shareholders will receive a
substantial cash premium for their shares without the significant
uncertainties inherent in ADC's proposed stock-for-stock merger
transaction.  We believe that Andrew's Board of Directors and
shareholders will find our all-cash proposal superior to the ADC
transaction.  For CommScope shareholders, we believe this
transaction represents a unique opportunity to become even more
competitive and profitable, with an even stronger and more diverse
revenue stream.  We look forward to Andrew's Board and management
team carefully considering our all-cash proposal and moving
quickly with them towards a definitive merger agreement.

"The combination of Andrew and CommScope is a logical step in the
continued growth and development of CommScope," continued Mr.
Drendel.  "The combination will create a global leader in
providing solutions for the 'last mile' of communications
networks. The 'last mile' provides the final link between
broadband and content-rich services and the end-user, including
homes, business enterprises and wireless customers.  Andrew is an
excellent fit with our portfolio, and provides us with the
opportunity to build upon CommScope's innovative carrier
technologies and Andrew's strong global wireless channel and
brand.  The transaction will also expand our global footprint and
our worldwide growth opportunities by combining CommScope's
leading global channel in enterprise applications with Andrew's
in-building wireless solutions."

The transaction would be financed through a combination of cash on
hand and debt financing.  CommScope has received commitment
letters from Bank of America, N.A. and Wachovia Bank, N.A. (and
their respective affiliates) for the financing of the transaction,
which are subject to due diligence and other customary conditions.
CommScope's offer, however, is not subject to a financing
condition.  Upon completion of the transaction, with the
anticipated free cash flow generated by the combined company and
divestitures of non-core businesses, CommScope intends to reduce
the company's debt on a consistent basis.

CommScope's proposal is subject to completion of a due diligence
review of Andrew, as well as satisfaction of other customary
conditions, including approval by Andrew's Board and shareholders
and clearance under the Hart- Scott-Rodino Antitrust Improvements
Act and any other applicable law or regulation.  The proposed
transaction is not subject to any financing contingency.

Banc of America Securities LLC is acting as financial advisor to
CommScope and Fried, Frank, Harris, Shriver & Jacobson LLP and
Robinson, Bradshaw & Hinson, P.A. are acting as legal counsel.

                    About Andrew Corporation

Headquartered in Westchester, Illinois, Andrew Corporation --
http://www.andrew.com/-- designs, manufactures, and delivers
innovative and essential equipment and solutions for the global
communications infrastructure market.   The company serves
operators and equipment manufacturers from facilities in 35
countries.  The Company is an S&P 500 company founded in 1937.

                         About CommScope

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.


COMMSCOPE INC: S&P Puts BB Corp. Credit Rating on Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB' corporate
credit and 'B+' subordinated debt ratings of CommScope Inc. on
CreditWatch with negative implications.  The action reflects
Hickory, N.C.-based CommScope's offer to acquire Westchester,
Ill.-based Andrew Corp. for approximately $1.7 billion in cash.
This offer represents a 36% premium to the existing stock offer
for Andrew by unrated Eden Prairie, Minn.-based ADC
Telecommunications Inc.

"If Andrew's shareholders accept CommScope's bid, the transaction
would increase the combined company's financial leverage to about
5x on an adjusted pro forma basis, although it would also provide
operational efficiencies," said Standard & Poor's credit analyst
Stephanie Crane.

Standard & Poor's will monitor the progress of the bids for Andrew
Corp. and the effect on CommScope's financial structure and
rating.


COMPLETE RETREATS: Hires Dechert LLP as Bankruptcy Counsel
----------------------------------------------------------
On an interim basis, the U.S. Bankruptcy Court for the District of
Connecticut gave Complete Retreats LLC and its debtor-affiliates
permission to employ Dechert LLP as their bankruptcy and
restructuring attorneys.

As reported in the Troubled Company Reporter on Aug. 2, 2006,
Dechert is expected to:

    (a) provide legal advice with respect to the Debtors' powers
        and duties as debtors-in-possession in the continued
        operation of their business and management of their
        properties;

    (b) take all necessary actions to protect and preserve the
        Debtors' estates;

    (c) prepare all necessary motions, applications, answers,
        proposed orders, reports, and other papers in connection
        with the administration of the Debtors' estates;

    (d) negotiate and draft any agreements for the provision of
        financing to the Debtors;

    (e) negotiate and draft any agreements for the sale or
        purchase of any assets of the Debtors, if appropriate;

    (f) negotiate and draft a plan of reorganization and all
        other related documents;

    (g) take all steps necessary to confirm and implement a plan
        of reorganization; and

    (h) perform all other necessary and appropriate legal
        services in connection with the prosecution of the
        bankruptcy cases.

Dechert will charge the Debtors on an hourly basis in accordance
with its ordinary and customary rates:

    Attorneys      US$250 to US$825 per hour
    Paralegals     US$145 to US$220 per hour

Joel H. Levitin, Esq., a partner at Dechert LLP, assured the
Court that his firm is competent to represent the interests of
the Debtors, and has not and will not represent any shareholder,
director, officer, lender, creditor, or equity holder of the
Debtors in any matter related to the bankruptcy cases.

Dechert does not represent any interest adverse to the estates
of the Debtors, their creditors, or any other parties-in-
interest, Mr. Levitin attested.

Mr. Levitin further assured the Court that Dechert is a
"disinterested person," as referenced in Section 327 of the
Bankruptcy Code and as defined in Sections 101(14) and 1107(b)
of the Bankruptcy Code.

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.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  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: Hires XRoads Solutions as Financial Advisor
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Connecticut gave
Complete Retreats LLC and its debtor-affiliates authority, on an
interim basis, to employ XRoads Solutions Group LLC as their
financial and restructuring advisor.

As reported in the Troubled Company Reporter on Aug. 2, 2006,
in late June 2006, the Debtors hired XRoads Solutions to assist
them in the management of their business and in the exploration
of strategic alternatives.

In a retention letter dated July 20, 2006, the Debtors proposed
to continue XRoads' employment as their financial and
restructuring advisor.

Pursuant to the Retention Letter, XRoads will continue to:

    (a) provide the services of Ms. Etlin, as well as other
        supporting personnel;

    (b) develop, refine, implement, and monitor the Debtors'
        turnaround efforts;

    (c) evaluate the Debtors' strategic alternatives;

    (d) assist in implementing any approved capital structure;

    (e) review, assess and develop action plans of key
        contracts;

    (f) review and validate the Debtors' cash flow forecasts and
        related processes;

    (g) evaluate the Debtors' business plan;

    (h) assist in the development and implementation of a
        recapitalization plan;

    (i) provide financial information in support of, and
        participation in, the Debtors' investment banking
        process;

    (j) assist in communications with, negotiations with, and
        presentations to vendors, creditors, and other key
        constituents of the Debtors;

    (k) assist in the development of employee-related plans;

    (l) assume the leadership role for the design and
        implementation of new effective management and financial
        reporting methodologies for the Debtors' business; and

    (m) analyze and lead the Debtors' cash management and
        related activities.

In addition, XRoads Case Management Services, LLC, an affiliate
of XRoads, will provide bankruptcy case support, administrative
and noticing services to the Debtors.

XRoads will charge the Debtors a fixed minimum fee of US$150,000
per month, provided that if their services total more than 480
hours, the Debtors will pay XRoads US$375 per excess hour.

If any Restructurings are consummated during the term of their
engagement and 12 months after the termination of their
services, XRoads will receive a transaction fee equal to:

    (a) 0.5% of the first US$100,000,000 in cumulative face
        value of the Debtors' debt securities or other
        indebtedness, obligations, or liabilities restructured;
        and

    (b) 0.25% of all amounts in excess of US$100,000,000 in face
        value of the Debtors' cumulative debt securities or
        other indebtedness, obligations, or liabilities
        restructured.

If any Sale Transactions are consummated during the term of
their engagement and 12 months after the termination of their
services, XRoads will receive a performance fee equal to:

    (a) 0.5% of the first US$100,000,000 of Aggregate Gross
        Consideration paid; and

    (b) 0.25% of the Aggregate Gross Consideration paid in
        excess of US$100,000,000.

Holly Felder Etlin, a principal at XRoads, assured the Court that
XRoads has not been retained to assist any entity or person other
than the Debtors on matters relating to the bankruptcy
proceedings.

XRoads is disinterested, as defined in Section 101(14) of the
Bankruptcy Code, and does not hold or represent an interest
adverse to the Debtors or their estates, Ms. Etlin affirmed.

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.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  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).


COMVERSE TECHNOLOGY: Wants Until Sept. 25 to File Financial Report
------------------------------------------------------------------
Comverse Technology, Inc., has submitted a request to the NASDAQ
Listing Qualifications Panel for an additional extension of the
deadline for the company to regain compliance with the NASDAQ
continued listing requirements related to the filing of SEC
reports.

The Panel previously granted the company's request for continued
listing subject to the requirement that the company file its
Annual Report on Form 10-K for the fiscal year ended
Jan. 31, 2006, by Aug. 18, 2006, and its Quarterly Report on Form
10-Q for the fiscal quarter ended April 30, 2006, by no later than
Sept. 1, 2006.

In its request for an additional extension, the company requested
that the Panel grant the company until
Sept. 25, 2006 to file both of these reports.

The company intends to announce the Panel's decision promptly
after it receives written notice of such decision.

                     About Comverse Technology

Comverse Technology, Inc. (NASDAQ: CMVT) --
http://www.comverse.com/-- provides software and systems that
enable network-based multimedia enhanced communication and billing
services.  Over 450 communication and content service providers in
more than 120 countries use Comverse products to generate
revenues, strengthen customer loyalty and improve operational
efficiency.

                           *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services held its ratings on Comverse
Technology Inc. on CreditWatch with negative implications, where
they were placed on March 15, 2006, on the disclosure that the
board of directors at Comverse had created a special committee to
review matters relating to the company's stock option grants and
the likely need to restate prior-period financial results.

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's placed its corporate credit and senior unsecured
debt ratings on Comverse Technology on CreditWatch with negative
implications.  The company has S&P's 'BB-' corporate credit and
senior unsecured debt ratings.


CONMED CORP: Earns $3.4 Million in 2006 Second Quarter
------------------------------------------------------
CONMED Corporation reported net income of $3.4 million for the
quarter ended June 30, 2006, compared to $10.5 million in the
second quarter of 2005.

Sales for the second quarter of 2006 were $163.5 million, compared
to $158.3 million in the second quarter of 2005.

Non-GAAP net income for the second quarter was $6.6 million,
compared to second quarter 2005 non-GAAP net income of
$13.4 million.

For the six months ended June 30, 2006, the Company reported
revenues of $321.9 million, a 2.5% increase from the $314.1
million in the first six months of last year.  Net income for the
first six months of 2006 was $7.8 million compared to $21.3
million in the first six months of 2005.  Non-GAAP net income for
the first six months of 2006 was $12.5 million compared to non-
GAAP net income of $26.9 million for the six months ended June 30,
2005.

The Company disclosed cash flow continued to be strong with cash
from operations totaling $27.5 million for the six months ended
June 30, 2006, enabling it to reduce its senior credit lines and
other borrowings by $6.9 million.  Also the Company disclosed it
repurchased $7.8 million of its common stock during the first six
months of 2006.

As a result of the acquisition of Endoscopic Technologies, the
Company further disclosed, it had been purchasing the finished
goods of the product line from the former owner until an adequate
safety stock was accumulated on March 31, 2006.

The Company also disclosed, it refinanced its debt in April 2006,
resulting in a reduced interest rate and increased availability.
The deferred financing fees associated with the previous debt were
written off in the second quarter of 2006 amounting to $678,000.

Headquartered in Utica, New York, Conmed Corp. (Nasdaq: CNMD) --
http://www.conmed.com/-- is a medical technology company with an
emphasis on surgical devices and equipment for minimally invasive
procedures and monitoring.  The Company's products serve the
clinical areas of arthroscopy, powered surgical instruments,
electrosurgery, cardiac monitoring disposables, endosurgery and
endoscopic technologies. They are used by surgeons and physicians
in a variety of specialties including orthopedics, general
surgery, gynecology, neurosurgery, and gastroenterology.  The
Company's 3,100 employees distribute its products worldwide from
several manufacturing locations.

                           *     *     *

As reported in the Troubled Company Reporter on March 28, 2006,
Moody's Investors Service placed a Ba2 rating on ConMed
Corporation's $250 million senior secured credit facility. Moody's
also affirmed the Ba3 Corporate Family Rating and the B2 rating on
ConMed's $150 million senior subordinated convertible notes.
Moody's changed the rating outlook to negative from stable.

Standard & Poor's Ratings Services also placed a BB- rating on
ConMed Corp.'s $250 million secured credit facility, consisting of
a $150 million seven-year term loan; and a $100 million five-year
revolving credit facility.  At the same time, Standard & Poor's
affirmed the existing 'BB-' corporate credit rating on the
company.  S&P said the outlook is stable.


CONSECO INC: Incurs $31.7 Mil. Second Quarter 2006 Operating Loss
-----------------------------------------------------------------
Conseco, Inc. reported net operating loss of $31.7 million,
including after-tax costs related to the tentative litigation
settlement of $100.3 million, compared to net operating income of
$74.1 million in second quarter 2005

The after-tax costs of approximately $100.3 million and finalized
tax settlement resulted in a direct increase to shareholders'
equity of approximately $260 million.

Sales of $89.1 million for the quarter represents an 8% rise over
the second quarter 2005.

Net operating income for the six-months ended June 30, 2006 was
$24.1 million, including after-tax costs related to the tentative
litigation settlement of $111.6 million, down 83% from the first
six months of 2005.

Sales for the six-months ended June 30, 2006 was $174.9 million,
up 7% over the first six months of 2005.

"This has been an eventful and pivotal quarter for Conseco, as we
have now addressed two significant historical issues," James
Hohmann, interim chief executive officer, said.  "We finalized the
tax settlement, and we reached a tentative settlement in an
important litigation issue that had its origin in certain
universal life policies.  Most of these policies were sold by
insurance companies before the companies were acquired by Conseco
in the 1990s. Collectively, these two items have resulted in a
significant net increase to shareholders' equity. Our strong
capital position is more than adequate to absorb the litigation
charges; our estimate of the consolidated risk-based capital
ratio, a non-GAAP measure, exceeds 330%.

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

                           *     *     *

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

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


CYBERCARE INC: Can Borrow $217,055 More from Cast-Crete
-------------------------------------------------------
The Hon. Michael G. Williamson of the U.S. Bankruptcy Court for
the Middle District of Florida allowed, on a final basis,
CyberCare, Inc., and CyberCare Technologies, Inc., to secure
postpetition financing from Cast-Crete Corporation.

Judge Williamson allowed the Debtors to initially borrow $56,000
from Cast-Crete so they can pay:

   -- a retainer to Marshall & Stevens, which they hired as
      valuation experts,

   -- the costs of publishing notice of the claims bar date in
      The Wall Street Journal, and

   -- the cost of mailing plan solicitation materials.

Judge Williamson now allows the Debtors to borrow an additional
$217,055 to pay for:

   (1) noticing and bankruptcy related expenses;
   (2) operating expenses;
   (3) reimbursement of actual expenses incurred by officers; and
   (4) professional fees to Marshall & Stevens and Johnson Pope.

The Debtors' DIP obligations to Cast-Crete will be secured by an
unavoidable first-priority lien on all of the Debtors' assets not
subject to a prior lien.  Cast-Crete will have a junior lien on
any collateral that is already subject to a valid and perfected
lien.  The DIP loan will also have super-priority administrative
expense status in the Debtors' bankruptcy case.

                        DIP Loan Details

Cast-Crete provided the Debtors with over $1 million in
prepetition loans to fund its operations.  Prior to the petition
date, the Debtors had also explored a possible merger with Cast-
Crete.

Cast-Crete's loan will accrue 12% annual interest from the date of
each loan advance until all outstanding amounts are repaid in
full.  All amounts will become due and payable and interest will
accrue at 20% per annum if the Debtor defaults on the terms of the
DIP loan.  Events of default include:

    a) a transfer of venue for the Debtor's cases anywhere other
       than the U.S. Bankruptcy Court for the Middle District of
       Florida, Tampa Division;

    b) discovery of any incurable defect in the Debtors'
       intellectual property that would prevent its profitable
       use;

    c) the death, incapacity, resignation or termination of Joe
       Forte, the Debtor's Chief Executive Officer; and

    f) the Debtors' failure to timely negotiate mutually
       acceptable licenses or agreements allowing the profitable
       use of their intellectual property.

Headquartered in Tampa, Florida, CyberCare, Inc., fka Medical
Industries of America, Inc. (PINKSHEETS: CYBR) is a holding
company that owns service businesses, including a physical therapy
and rehabilitation business, a pharmacy business, and a healthcare
technology solutions business.  The Company and its debtor-
affiliate, CyberCare Technologies, Inc., filed for chapter 11
protection on Oct. 14, 2005 (Bankr. M.D. Fla. Case No. 05-27268).
Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' case.  When the Debtors filed for protection from
their creditors, they listed $5,058,955 in assets and $26,987,138
in debts.


DANA CORP: General Motors Withdraws Request to Recover Vehicle
--------------------------------------------------------------
Pursuant to an agreed order it entered into with Dana Corp. and
its debtor-affiliates, General Motors Acceptance Corporation
withdrew its request, without prejudice, to obtain possession of
and sell a 2005 GMC Envoy vehicle it owns and is leased by the
Debtors.

On Dec. 30, 2004, the Debtors leased the Vehicle owned by GMAC.
Accordingly, GMAC sought to sell the Vehicle contending that it
did not have and has not been offered adequate protection for its
interest in the Vehicle.

In addition, GMAC said it has been unable to verify that the
Debtors have maintained proper comprehensive and collision
insurance on the vehicle.

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

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


DANA CORPORATION: 57 Creditors Want Reclamation Claims Allowed
--------------------------------------------------------------
Pursuant to the reclamation procedures approved by the U.S.
Bankruptcy Court for the Southern District of New York, Dana Corp.
and its debtor-affiliates filed with the Court on June 30, 2006, a
list of the reclamation claims and the amount that they believe
are valid for each Reclamation Claim.

A 10-page list of the Reclamation Claims is available for free
at  http://researcharchives.com/t/s?dca

Accordingly, 57 claimants ask the Court to allow their claims as
administrative expense claims, including:

   Claimant                                        Claim Amount
   --------                                        ------------
   WESCO Distribution                                $9,841,058
   Parker Hannifin Corporation                        2,370,419
   Freudenberg-NOK General Partnership                2,283,029
   Haldex Brake Products Corporation                  2,085,280

The Claimants contend that their Reclamation Amounts are for
goods and materials delivered to the Debtors in the ordinary
course of business, and received within 20 days of the Petition
Date.

The Claimants assert that they have properly and timely
identified and produced all relevant invoices and documents
corresponding to their reclaimed goods.

The Claimants also express that the Inventory Consumed column is
incorrect and unsupported because the Debtors have produced no
evidence that the Claimants' products were consumed or altered by
the Debtors.  Without proof, the Debtors cannot escape their
obligations for payments owed.

The Claimants reserve their rights to engage in discovery to
ascertain the specific factual basis of the Debtors' objections
to their Reclamation Claims.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 17; Bankruptcy Creditors' Service,
Inc., 215/945-7000).

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


DELPHI CORP: Records About 500 Claim Transfers in Second Quarter
----------------------------------------------------------------
For the second quarter of 2006, Delphi Corporation and its debtor-
affiliates sold about 500 claims to various parties.

Liquidity Solutions, Inc., doing business as Revenue Management or
Capital Markets, bought at least 89 claims.  The biggest claim
transfers to Liquidity Solutions include:

     Creditor                    Claim Amount
     --------                    ------------
     Jones Day                       $243,412
     Fairway Spring Co. Inc.         $248,551
     Lem Industries Inc.             $180,408
     Bardons & Oliver Inc.           $233,750
     Maul Electric Inc.              $128,343
     Elgin Die Mold Co.              $313,057

Liquidity Solutions could be reached through Jim Yenzer, at One
University Plaza, Suite 312, in Hackensack, New Jersey.

Madison Liquidity Investors, LLC, through its investment trusts,
bought at least 63 claims, include:

     Creditor                    Claim Amount
     --------                    ------------
     Premier Manufacturing           $810,371
     Sanders Lead Trust              $507,778
     Sanders Lead Co. Inc.           $584,455
     Universal Bearings Inc.         $589,060
     Hennessey Capital Solutions     $131,559

Sally Meyer in Overland Park, Kansas, is Madison's contact person
and could be reached at (800) 896-8913.

Argo Partners started purchasing claims in late May.  At the end
of the quarter, Argo bought at least 71 claims, including:

     Creditor                    Claim Amount
     --------                    ------------
     R&F Products                    $143,806
     BEI Technologies                $325,000
     Ampex Metal Products            $322,440
     Optrex America Inc.             $412,077
     Pridegeon & Clay Inc.           $423,958

Argo has offices at 12 West 37th Street, 9th Floor, in New York,
with contact number (212) 643-5443.

In addition, ASM Capital LP, based in Woodbury, New York,
purchased at least 50 claims, including a $224,412 claim from HP
Pelzer Automotive Systems, Inc., and a $211,507 claim from Fuji
Bank.  Contact ASM through Adam S. Moskowitz at telephone number
(516) 224-6040.

Contrarian Funds LLC bought at least 70 claims, many of which
have huge claim amounts:

     Creditor                       Claim Amount
     --------                       ------------
     Carlisle Engineered Products     $4,553,858
     Trostel Ltd.                     $1,494,572
     Cadillac Rubber                    $971,055
     Avon Automotive                    $789,957
     JPMorgan Chase Bank NA           $3,648,422
     Pollak Engineered Products         $683,684

Contrarian has offices at 411 West Putnam Avenue, S-225 in
Greenwich, Connecticut.  Contact person for Contrarian is Alpa
Jimenez.

Debt Acquisition Company of America acquired at least 67 claims,
mostly asserting small amounts.  Debt Acquisition may be reached
through Traci Fette at 1565 Hotel Circle South, Suite 310, in San
Diego, California.

Amroc Investments LLC got at least 72 claims bought, including a
$55,181 claim from Fastenal Co.  Amroc is based in New York.
Contact person listed for the company is David S. Leinwand, Esq.

Furthermore, Silver Point Capital LP bought about 12 claims
during the quarter, including:

     Creditor                       Claim Amount
     --------                       ------------
     Jabil Circuit Inc.               $1,641,743
     Conversion Systems Holdings      $1,377,687

Other investors that acquired more than $1,000,000 in claims
during the period are:

Transferee              Transferor                Claim Amount
----------              ----------                ------------
Special Situations      ST Microelectronics Inc.   $6,153,413
Investing Group Inc.

JPMorgan Chase Bank     Fujitsu Ten Corp.          $5,111,996
                         UGS Corp.                  1,180,010
                         Tecnomatix Unicam Inc.        72,054
                         Goodyear Canada Inc.         388,310

Merrill Lynch Credit    Aisin AW Co., Ltd.         $1,338,602
Products LLC            Ambrake Corp.               2,773,277

Hain Capital Holdings   Tessy Plastics Corp.         $987,309
                         Engineered Materials Solns   953,170
                         Miniature Precision          948,812

Bank of America NA      Littlefuse Inc.            $2,996,365

Bear Stearns            Texas Instruments Inc.     $6,252,819
Investment Products     Texas Instruments Inc.      6,253,576
                         Capro Ltd.                   874,448

Merrill Lynch Credit    AW Transmission           $10,444,084
Products LLC            Engineering USA Inc.

Credit Suisse           Automotive Safety Tech.    $4,032,367
                         Quasar Industries            528,715

King Street Acquisition Merrill Lynch Credit       $3,821,083
Company LLC             Products LLC                2,912,902

Creditors also transferred claims to these parties:

    -- Kardex Systems Inc.,
    -- Flow Dry Technology,
    -- APS Clearing,
    -- Trade-Debt.Net,
    -- Sierra Liquidity Fund,
    -- Redrock Capital,
    -- Longacre Master Fund,
    -- Midtown Claims,
    -- Verizon Wireless,
    -- Michigan Gas,
    -- Newstart Factors Inc.,
    -- King Street Acquisition, and
    -- Fair Harbor Capital.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Court to Rule on Section 1113/1114 Pleas on Aug. 31
----------------------------------------------------------------
The deadline for the U.S. Bankruptcy Court for the Southern
District of New York's ruling on Delphi's 1113/1114 request has
been extended to Aug. 31, 2006.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

The Section 1113-1114 proceedings began May 9, 2006, with opening
statements by Delphi, the UAW, other objecting unions -- IUE-CWA,
USW, IAM, IBEW and IUOE -- the Official Committee of Unsecured
Creditors and others.

The Court had previously adjourned Delphi Corp.'s request to
reject their collective bargaining agreements pursuant to Sections
1113 and 1114 of the Bankruptcy Code to Aug. 11, 2006.   The Court
also postponed commencement of the hearing under Section 365 of
the Bankruptcy Code seeking cancellation of certain commercial
contracts with General Motors Corp. until Aug. 15, 2006.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 34; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DPL CAPITAL: S&P Lifts Ratings on Three Transactions to BB-
-----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on three
synthetic transactions related to DPL Capital Trust II.

The rating actions reflect the raising of the rating on DPL
Capital's $300 million 8.125% trust preferred capital securities
on Aug. 1, 2006.

These DPL Capital-related transactions are swap-independent
synthetic transactions that are weak-linked to the underlying
collateral, DPL Capital's $300 million 8.125% trust preferred
capital securities, which are guaranteed by DPL Inc.

                          Ratings Raised

        Structured Asset Trust Units Repackagings (SATURNS)
             DLP Capital Security Backed Series 2002-3
            $54.55 million callable units series 2002-3

                                  Rating
                                  ------
                   Class       To        From
                   -----       --        ----
                   A units     BB-       B+
                   B units     BB-       B+

                     SATURNS Trust No. 2002-4
      $42.5 million DPL Capital security-backed series 2002-4

                                  Rating
                                  ------
                   Class       To        From
                   -----       --        ----
                   A units     BB-       B+
                   B units     BB-       B+

        Structured Asset Trust Unit Repackagings (SATURNS)
             DLP Capital Security Backed Series 2002-7
       $25 million DPL Capital security-backed series 2002-7

                                  Rating
                                  ------
                   Class       To        From
                   -----       --        ----
                   A units     BB-       B+
                   B units     BB-       B+


DRESSER INC: Seeks Lenders' Consent on Reporting Filing Extension
-----------------------------------------------------------------
Dresser, Inc., is seeking various amendments to its senior secured
credit facility and a consent under its senior unsecured term
loan, including the extension of deadlines for providing financial
statements which are consistent with those required by the
indenture governing its 9-3/8% senior subordinated notes.

The requested amendments and consent would extend the deadline
from Sept. 30, 2006, to Dec. 31, 2006, for providing audited
financial statements for the fiscal year ended Dec. 31, 2005.
In addition, the consent would extend the deadline from
Sept. 30, 2006, to March 31, 2007, for providing all 2006
quarterly financial statements.

The proposed amendments to the senior secured credit facility
would also extend the term of its revolving credit facility from
April 10, 2007, to April 10, 2008, permit a new $50 million
synthetic letter of credit facility, and address certain technical
aspects of the lending agreements.

The company believes it is currently in compliance with all
requirements of its financing agreements.  However it will not
meet the current Sept. 30 deadline for the filing of its quarterly
statements and unforeseen matters could cause it to be delayed in
meeting the current Sept. 30 deadline for the filing of its 2005
audited financial statements.

The company noted its backlog and bookings remain strong.  The
company's positive cash flow has allowed it to make a total of
$50 million in voluntary prepayments on its senior secured term
loan thus far in 2006.

The company said the delay in delivering its financial statements
was necessary in order to address certain accounting issues.  The
company does not believe the resolution of its accounting matters
will have a significant impact on EBTIDA from continuing
operations or its financial position, including its cash position
and total debt.

The company is restating its 2004 annual and quarterly financial
statements, as well as its 2005 quarterly financial statements,
and continues to evaluate other prior periods that may also
require restatement.

                           About Dresser

Based in Addison, Texas, Dresser, Inc. -- http://www.dresser.com/
-- designs, manufactures and markets equipment and services sold
primarily to customers in the flow control, measurement systems,
and compression and power systems segments of the energy industry.
The Company has a comprehensive global presence, with over 8,500
employees and a sales presence in over 100 countries worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 3, 2006,
Moody's Investors Service downgraded Dresser, Inc.'s ratings.
Moody's said the rating outlook is negative.

Dresser's Corporate Family Rating was downgraded to B1 from Ba3.
The rating for the Company's Senior Secured Tranche C Term Loan
maturing 2009 was downgraded to B1 from Ba3.  Moody's also
downgraded the rating for the Company's Senior Unsecured Term Loan
maturing 2010 to B2 from B1.  The Company's Senior Subordinated
Notes maturing 2011 was downgraded to B3 from B2.


DUKE FUNDING: Notes Redemption Prompts S&P to Withdraw Ratings
--------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on all
rated classes issued by Duke Funding II Ltd., a cash flow CDO of
ABS.

The rating withdrawals follow the redemption of the notes by the
issuer with the consent of a majority of the preference
shareholders, pursuant to section 9.1(a)(i) of the indenture.  The
redemption took place on Aug. 4, 2006.

                         Ratings Withdrawn

                        Duke Funding II Ltd.

                 Rating                      Balance (mil. $)
                 ------                      ----------------
     Class   To          From              Current     Previous
     -----   --          ----              -------     --------
     A-1     NR          AAA               0.00        166.36
     A-2     NR          AAA               0.00        27.45
     B       NR          A-/Watch Neg.     0.00        40.00
     C-1     NR          B+/Watch Neg.     0.00         4.93
     C-2     NR          BB+/Watch Neg.    0.00         6.58
     D       NR          B/Watch Neg.      0.00         4.00


EASYLINK SERVICES: Inks $6 Million Credit Accord with CAPCO
-----------------------------------------------------------
EasyLink Services Corporation and its domestic subsidiary EasyLink
Services USA, Inc., entered into a credit facility with CAPCO
Financial Company, a division of Greater Bay Bank N.A.

Under the Credit Facility, EasyLink may receive credit advances of
up to $6 million, subject to a maximum of 80% to 85% of the value
of certain accounts receivable.  The advances will bear interest
at a per annum rate equal to Greater Bay Bank N.A.'s prime rate
plus 2%.

The credit facility's initial term is 24 months and may be
terminated by CAPCO after 12 months, upon 90 days' prior written
notice if the Company fails to meet CAPCO's underwriting criteria.
There are no financial covenants under the credit facility.  All
obligations under the credit facility are secured by all of the
assets of the Company, excluding its capital stock or its
subsidiaries.

The Company drew down an advance of $5.9 million under the credit
facility and used the funds to pay off its existing loan balance
with Wells Fargo, along with other fees and expenses.  The loan
facility with Wells Fargo was terminated upon the payoff.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Grant Thornton LLP expressed substantial doubt about Easylink's
ability to continue as a going concern after it audited the
Company's financial statement for the year ended Dec. 31, 2005.
The accounting firm pointed to the Company's history of operating
losses, accumulated deficit and negative working capital.

                      About Easylink Services

Headquartered in Piscataway, New Jersey, Easylink Services
Corporation -- http://www.EasyLink.com/-- provides outsourced
business process automation services to medium and large
enterprises, including 60 of the Fortune 100, to improve
productivity and competitiveness by transforming manual and paper-
based business processes into efficient electronic business
processes.


E.DIGITAL CORP: Amends Two 15% Promissory Notes with Davric Corp.
-----------------------------------------------------------------
E.Digital Corporation has entered into an amendment with the
holder of its two 15% Promissory Notes, Davric Corporation.

The amendment is to:

   (a) extend the maturity date under the 15% Note with a
       principal amount of $750,000 from June 30, 2006 to
       December 31, 2006;

   (b) amend and restate a 15% Promissory Note representing unpaid
       interest of $290,164.36 under prior 15% Notes to provide
       for monthly payments of principal and interest of $5,000
       with the balance due and payable on December 31, 2006.

A full text-copy of the amendment may be viewed for free at
http://ResearchArchives.com/t/s?f15

With principal executive offices at San Diego, California,
E.Digital Corporation -- http://www.edigital.com-- designs and
markets digital technology product platforms employing portable
storage media, with the major categories being digital video
recorder/players, digital music recorder/players and related
mobile devices.  It also has experience developing digital
automotive technology platforms and a wireless technology
platforms.

The Company's consolidated balance sheet, as reported in SEC form
10-K, at March 31, 2006, showed total assets of $1.16 million and
total liabilities of $3.61 million resulting in a total
stockholders' deficit of $2.45 million.


E.SPIRE COMMS: Court Fixes Sept. 14 Administrative Claims Bar Date
------------------------------------------------------------------
The Honorable Kevin Gross of the U.S. Bankruptcy Court for the
District of Delaware set Sept. 14, 2006, at 4:00 p.m. Eastern
Time, as the deadline for filing requests for the allowance and
payment of administrative expense claims arising after July 31,
2005 and prior to the May 16, 2006 Chapter 7 conversion of e.Spire
Communications and its debtor-affiliates' Chapter 11 cases.

Payment applications must be filed with the Clerk of the
Bankruptcy Court and served upon the Chapter 7 Trustee Gary F.
Seitz's counsel:

     Clerk's Office
     U.S. Bankruptcy Court for the District of Delaware
     824 North Market Street
     Wilmington, Delaware 19801,

     Rawle & Henderson LLP
     1339 Chestnut Street
     One South Penn Square
     The Widener Building, 16th Floor
     Philadelphia, PA 19107
     Phone: (215) 575-4200

     The Bayard Firm
     Attn: Daniel K. Astin, Esq.
           Anthony M. Saccullo, Esq.
           Mary E. Augustine, Esq.
     222 Delaware Avenue, 9th Floor
     Wilmington, DE 19801
     Phone: (302) 655-5000

All objections and hearing dates with respect to pending or
subsequently filed administrative claims are postponed until after
September 14.

Headquartered in Columbia, Maryland, e.Spire Communications is a
facilities-based integrated communications provider, offering
traditional local and long distance Internet access throughout the
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on March 22, 2001 (Bankr. Del. Case No.
01-00974).  Chad Joseph Toms, Esq., and Domenic E. Pacitti, Esq.,
at Saul Ewing LLP, and James E. O'Neill, Esq., at Pachulski,
Stang, Ziehl, Young & Jones, represented the Debtors in their
chapter 11 proceedings.  The Court converted the Debtors' chapter
11 cases to chapter 7 liquidation proceedings on May 6, 2006.
Francis A. Monaco Jr., Esq., and Joseph J. Bodnar, Esq., at
Monzack and Monaco, P.A., represented the Official Committee of
Unsecured Creditors prior to the Debtors' cases being converted to
chapter 7.  When the Debtors filed for protection from their
creditors, they listed $911.2 million in total assets and
$1.4 billion in total debts.

Gary F. Seitz, Esq., formerly the Court-appointed Chapter 11
Trustee, has also been appointed as the Chapter 7 Trustee in the
Debtors' liquidation proceedings.  Daniel K. Astin, Esq., and
Anthony M. Saccullo, Esq., at The Bayard Firm; Erin Edwards, Esq.,
at Young Conaway Stargatt & Taylor LLP; and Deirdre M. Richards,
Esq., at Obermayer Rebmann Maxwell & Hippel LLP, represent Mr.
Seitz.


FLYI INC: Wants Until August 15 to File Chapter 11 Plan
-------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware to further extend their exclusive
period to file a chapter 11 plan through and including
Aug. 15, 2006.

The Court previously granted the Debtors an extension until
July 31, 2006 to file their chapter 11 plan and Dec. 29, 2006, to
solicit acceptances of that plan.

The Debtors say that they had filed an omnibus claims objection
with respect to priority claims asserted by their customers.  The
Customer Claims Objection involved the consideration of the legal
issue of the extent to which customer credits on the Debtors'
books and records are considered as deposits within the meaning of
Section 507(a)(7) of the Bankruptcy Code, M. Blake Cleary, Esq.,
at Young, Conaway, Stargatt & Taylor LLP, in Wilmington, Delaware,
tells the Court.

The aggregate amount of the customer credits exceeds $12,000,000
and there are more than 87,000 customers on the Debtors' books and
records.  The hearing on the Customer Claims Objection was
scheduled on August 8, 2006.

Mr. Cleary asserts that the Court's ruling on the Customer Claims
Objection will have a material impact on the Debtors' plan of
liquidation and disclosure statement.  Its outcome could result
in close to $12,000,000 in priority claims against the estate of
Independence Air, Inc., and may have significant implications for
the structure of a convenience class in the Debtors' Plan.

In addition, Mr. Cleary continues, if some portion of the customer
claims are held to be entitled to priority status, the Debtors may
need to use the plan solicitation process to gather information
from each customer to determine whether their claim is part of the
priority claims pool.

According to Mr. Cleary, the Debtors originally intended to file
their Plan in late June or mid-July 2006.  However, certain
discussions with the Official Committee of Unsecured Creditors to
finalize the terms of the Plan have taken longer than they
expected.

Mr. Cleary points out that since the Customer Claims Objection
Hearing will be on August 8, a two-week extension of the Exclusive
Filing Period is desirable so that the Debtors can finish their
Plan discussions with the Committee and update the Plan,
disclosure statement, and proposed voting procedures based on the
outcome of the Customer Claims Objection hearing.

Mr. Cleary asserts that the Debtors' request will not prejudice
the legitimate interests of any creditor.  "The extension is not a
tactic to pressure creditors to accede to the Debtors' demands."

The Court will convene a hearing on September 8, 2006, to consider
the Debtors' request.  By application of Del. Bankr.LR 9006-2, the
Exclusive Filing Period is automatically extended until the Court
rules on the Debtors' request.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Amends Asset Purchase Agreement with Northwest
--------------------------------------------------------
FLYi, Inc., and its debtor-affiliates, and Northwest Airlines,
Inc., may amend the Asset Purchase Agreement without further order
from the U.S. Bankruptcy Court for the District of Delaware,
pursuant to the Northwest Sale Order, provided that the amendments
would not have a material adverse effect on the Debtors' estates.

Accordingly, the Debtors and Northwest have amended the Asset
Purchase Agreement to provide for an expedited closing schedule.
The schedule will allow a closing prior to Northwest obtaining
certain required regulatory approvals in exchange for a reduction
of the Purchase Price from $2,000,000 to $1,500,000.

A full-text copy of the Amended Asset Purchase Agreement is
available for free at http://ResearchArchives.com/t/s?f0d

As reported in the Troubled Company Reporter on March 23, 2006,
the Debtors asked the Court to approve the sale of their airline
operating certificates and other related assets to an affiliate of
Northwest Airlines, Inc., for $2 million, pursuant to a certain
purchase agreement.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FOSTER WHEELER: Wins Gas Supply Project in Nigeria
--------------------------------------------------
Foster Wheeler Ltd. reported that two subsidiaries in its Global
Engineering and Construction Group, Foster Wheeler Energy Limited
and Foster Wheeler (Nigeria) Limited, in a joint venture with
National Engineering & Technical Company Limited, have been
awarded the front-end engineering design by Chevron Nigeria
Limited for the non-associated gas wellhead platforms and
pipelines portion of CNL's Olokola Gas Supply Project.  CNL is a
joint venture partner of the Nigerian National Petroleum
Corporation. NETCO is a wholly owned subsidiary of NNPC.

The contract, to be executed in Nigeria, is the first work
authorization received from CNL under the existing Foster
Wheeler/NETCO three-year term services contract with CNL, which
was announced at the end of last year.  The value of the contract,
which will be included in the company's second-quarter 2006
bookings, was not disclosed.

"Foster Wheeler is delighted to strengthen its commitment in
Nigeria through this award," said Anita Omoile, director of Foster
Wheeler (Nigeria) Limited.  "The upstream oil and gas sector is a
strategically important market for Foster Wheeler and is one in
which we have a long and successful track record.  We are
committed to working very closely with CNL and with NETCO to
deliver a high quality FEED which fully meets the project's
objectives."

The OKGS project is located offshore Nigeria and will provide
2,300 million standard cubic feet per day of natural gas and
associated liquids to the proposed Olokola LNG liquefaction plant.
The new facilities are located approximately 10 to 40 kilometers
offshore and will include one 15,000 ton topsides production
platform, one 14,000 ton topsides production platform, two living
quarters platforms, each to accommodate approximately 60 people,
nine wellhead platforms, flares, bridges and approximately 400
miles of sub-sea pipelines for gathering and delivering the gas to
shore.

The Foster Wheeler/NETCO team will execute the FEED, scheduled to
be completed by the end of 2006, for the nine wellhead platforms
and the pipelines.

"This is an important project for us, especially from the
standpoint of developing local capacity and competence through the
promotion of alliances between local engineering companies and
their foreign counterparts.  We are confident that Foster Wheeler
and NETCO will deliver on time and within budget," commented Fred
Nelson, chairman and managing director of Chevron Nigeria Limited.

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
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.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FOSTER WHEELER: Raymond Milchovich Continues as President and CEO
-----------------------------------------------------------------
Foster Wheeler Ltd. disclosed yesterday that Raymond J.
Milchovich, its chairman, president and chief executive officer,
has signed a new agreement, effective Aug. 11, 2006, to continue
to lead the Company.  Mr. Milchovich joined Foster Wheeler in
October 2001.

"The Foster Wheeler Board is extremely pleased with the leadership
that Ray has demonstrated over the past five years," said Joseph
J. Melone, deputy chairman, chairman of the compensation committee
and lead outside director of the Board of Foster Wheeler Ltd.  "We
are all very proud of the tremendous achievements that have been
made during Ray's tenure and are delighted that we are able to
provide Foster Wheeler's stakeholders with senior leadership
continuity at this exciting time for the Company."

"I am very pleased that the Foster Wheeler Board and I have been
able to agree to terms that will extend my tenure with the
company," said Mr. Milchovich.  "I am delighted to continue in a
role which I enjoy tremendously and to work with my motivated and
talented senior management team to maximize enterprise value for
our shareholders."

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
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.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FUTURE MEDIA: Files Disclosure Statement in C.D. California
-----------------------------------------------------------
Future Media Productions, Inc., filed with the U.S. Bankruptcy
Court for the Central District of California a disclosure
statement explaining its Chapter 11 Plan of Liquidation.

                       Overview of the Plan

The Debtor's primary assets are cash being maintained by the
Debtor and potential recoveries from Estate Claims.

As of May 31, 2006, the Debtor's cash on hand was approximately
$1.6 million, including the $50,000 GE Capital Reserve.

The Debtor explains that the gross potential recoveries from
Estate Claims is unknown because it is still in the process of
investigating the Estate Claims.

The cash on hand and the Estate Claims Recovery, referred to as
Plan Funds, will be distributed to the creditors in accordance
with the priorities under the Bankruptcy Code.

                        Treatment of Claims

Under the Debtor's Plan, all Administrative Claims will be paid in
full out of the Administrative Fee Reserve on the later of:

   a) the Effective Date; or

   b) the date of the Court allows any administrative claim.

Holders of Priority Tax Claims will receive in full payment on the
later of:

   a) the Effective Date; or

   b) the date of the entry of a final order resolving the
      Debtor's objection to any claim if an objection is filed.

Each holder of Allowed Secured and Unsecured Claims will be paid
in full.

All Priority Unsecured Claim Holders totaling $260,989 will
receive payment from the Plan Funds on the later of:

   a) the Effective Date; or

   b) if an objection to a particular Employee Claim is filed or
      if that claim was scheduled as unknown, contingent,
      unliquidated or disputed, entry of a final order allowing
      that claim.

Holders of Allowed General Unsecured Claims will be paid on a pro
rate share after all allowed administrative claims and priority
claims have been paid in full.

Equity Interest Holders will be cancelled.

Headquartered in Valencia, California, Future Media Productions,
Inc. -- http://www.fmpi.com/-- provides CD and DVD replication
and packaging services on the West Coast.  The Company filed for
chapter 11 protection on Feb. 14, 2006 (Bankr. C.D. Calif. Case
No. 06-10170).  David I. Neale, Esq. at Levene, Neale, Bender,
Rankin & Brill, LLP, represent the Debtor in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed.  When the Debtor filed for protection from its
creditors, it listed $12,370,783 in total assets and $30,650,669
in total debts.


GEORGIA GULF: Moody's Rates Proposed $1.05 Bil. Facilities at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned Ba2 ratings to the proposed
$1.05 billion credit facilities of Georgia Gulf Corporation .
These facilities will be utilized to fund part of the $1.5 billion
acquisition of Royal Group Technologies Ltd.

Georgia Gulf's existing ratings will remain under review until
regulatory approval for the transaction and documentation for the
senior unsecured and subordinated financings have been received.
However, assuming that the financing is completed as currently
planned, Moody's would likely lower GGC's existing corporate
family rating and senior unsecured bond rating by one notch to Ba3
and B1, respectively.

Additionally, the outlook on the company's ratings will likely be
changed to negative reflecting the significant uncertainties over
the ultimate cost that may be incurred by GGC to resolve existing
regulatory and criminal investigations, and the outstanding and
potential litigation at RGT, as well as integration risks
associated with this sizable acquisition.

Assignments:

Issuer: Georgia Gulf Corporation

   * Senior Secured Bank Credit Facility, Assigned Ba2

The Ba2 ratings on GGC's new credit facilities reflect the
significant increase in leverage at the company, mitigated by the
expectation that GGC can extract substantial synergies over the
next 12-18 months due to restructuring of RGT's operations and the
benefits from vertical integration, that asset sales will
facilitate significant debt reduction by the end of 2006, and that
this acquisition should reduce the volatility in Georgia Gulf
earnings over time.  The ratings recognize that GGC is expanding
into a downstream market which reduces some of the business risk
normally associated with such a large transaction.

The negative outlook reflects the significant risks associated
with this transaction due to on-going regulatory and criminal
investigations at RGT, an unrelated "price-fixing" investigation
in window coverings, existing and potential litigation related to
past actions by former executives at RGT, litigation seeking to
terminate a high cost VCM supply contract, significant potential
tax liabilities in Quebec, and operational risks related to the
restructuring of RGT's operations, implementing corrective actions
to comply with Sarbanes-Oxley requirements and installing a new
enterprise resource planning system.  In addition, the size of
this transaction and the number of operating facilities raises the
level of integration challenges related to this transaction,
including the risk of customer attrition.

The key rating drivers are Financial Strength and Cost Position.
If GGC is unable to reduce balance sheet debt to roughly
$1.6 billion by the end of 2007 or if cash expenditures related to
RGT's legacy issues, mentioned above, are significantly greater
than currently anticipated Moody's could reassess the
appropriateness of Ba2 rating for these credit facilities.
Conversely, if debt reduction is greater than anticipated over the
next 12 months, RGT's legacy liabilities and litigation are
successfully resolved, and the combined businesses are more
profitable than we currently expect, Moody's could revise the
outlook to stable.

Moody's plans to supplement its traditional assessment of expected
loss with a proposed Loss-Given-Default Methodology for which a
request for comment was circulated during January 2006.   Research
by Moody's suggests that the realized credit losses on loans have
tended to be lower than losses on similarly rated bonds.  Moody's
research further suggests that the application of a rigorous
estimation model for LGD could support a higher degree of up-
notching for bank facilities than has been the case with Moody's
traditional notching methodology which ascribes considerable
importance to asset coverage.  Upon the implementation of its LGD
methodology, Moody's will adjust the ratings of GGC's secured
credit facilities accordingly.

Georgia Gulf Corporation, headquartered in Atlanta, Georgia,
produces commodity chemicals including chlorovinyls and aromatics.
The company generated revenues of $3.65 billion for the LTM ending
June 30, 2006.


GOODING'S SUPERMARKETS: Equity Holders to Retain Ownership
----------------------------------------------------------
Gooding's Supermarkets, Inc., proposes that current equity holders
will retain their interests in the Debtor after emerging from
bankruptcy.

Under the Plan of Reorganization and accompanying Disclosure
Statement filed by the Debtor, the Debtor contemplates emergence
of the Reorganized Debtor through the continued operation of its
business.  Funds generated from operations until the effective
date of the Plan will be used for plan payments.

The Plan provides that holders of allowed administrative claims
will be paid in full on the Effective Date.

The Reorganized Debtor will pay holders of allowed priority claims
over time, with interest, over a period of six years from the date
of assessment.

By prior Court order, First National's claim for $1.56 million,
plus accrued interest and fees, has previously been fully
satisfied and First National will receive no further distribution
on account of this claim.

First National Bank of Central Florida will be paid an additional
$2.56 million, over time, on account of another secured claim.

National Commerce Bank, FSB's claims for $2.75 million will be
paid in full over time.

Holders of allowed unsecured claims will receive a pro rata share
of assets from the Gooding's Creditor Trust.

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

http://www.researcharchives.com/bin/download?id=060808213131

Headquartered in Orlando, Florida, Gooding's Supermarkets, Inc.,
dba Gooding's, offers catering services and operates a chain of
supermarkets in Central Florida.  The Company filed for chapter 11
protection on Dec. 30, 2005 (Bankr. M.D. Fla. Case No. 05-17769).
R. Scott Shuker, Esq., at Gronek & Latham LLP represents the
Debtor.  W. Glenn Jensen, Esq., at Akerman Senterfitt represents
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets of $1
million to $10 million and debts of $10 million to $50 million.


HARDWOOD P-G: Court Sets Sept. 25 as Admin. Claim Filing Deadline
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas set
Sept. 25, 2006 as the last day for any person seeking
reimbursement of expenses used in the administration of Hardwood
P-G Inc. and its debtor-affiliates' estates to file their claims.

The Deadline does not include administrative claims of Court-
approved professionals.

The Debtors are directed to notify all parties by Aug. 11, 2006.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--  
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg., Esq., at
Langley & Banack, Inc., represents the Debtors.  The firm of
Haynes and Boone LLP represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $37 million in total assets and
$80,417,456 in total debts.


HARDWOOD P-G: Wants to Sell Pennsylvania Property for $80,250
-------------------------------------------------------------
Hardwood P-G Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Western District of Texas for permission
to sell their real property in Oil City, Pennsylvania free and
clear of liens, claims, encumbrances and other interests.

The Oil City facility has been closed and the Debtors have no need
for the property.  The Oil City facility used to house the
Debtors' employees in their out of town assignments.

The Debtors have received a proposal from David Hippensteil to
purchase the property for $80,250 in cash, less the expenses and
commissions to be paid in full in good funds by Aug. 25, 2006.

A hearing to consider the sale of the Debtors' property is
scheduled on Aug. 15, 2006, at 10:00 a.m.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--  
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg., Esq., at
Langley & Banack, Inc., represents the Debtors.  The firm of
Haynes and Boone LLP represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $37 million in total assets and
$80,417,456 in total debts.


HONEY CREEK: MuniMae Discloses $20.5 Mil. Property Valuation
------------------------------------------------------------
MuniMae Portfolio Services, LLC -- the authorized servicing agent
for The Bank of New York Trust Company, N.A., as indenture trustee
under a $20,485,000 bond issued by the Texas Department of Housing
and Community Affairs to secure a loan owed by Honey Creek Kiwi
LLC -- filed an Amended Disclosure Statement explaining its
competing Plan of Reorganization.

MuniMae disclosed that it engaged a professional appraiser, Ben
Barnett of American Appraisal Associates, to value the Debtor's
property -- a 656-unit apartment complex known as the Honey Creek
Apartments.  According to Mr. Barnett's report, the value of the
Honey Creek Apartments is approximately $20,500,000 without the
tax exemption from the Community Housing Development Corporation,
and $27,000,000 with the CHDO Tax Exemption.

Under Mr. Barnett's valuation, the Debtor's property, once
liquidated wouldn't be enough to satisfy MuniMae's $21,391,852
secured claim.

As reported in the Troubled Company Reporter on June 16, 2006,
MuniMae submitted an alternative Plan of Reorganization and
accompanying Disclosure Statement for the resolution of creditors'
claims and equity holders' interests, if any, in the Debtor's
chapter 11 case.

                    Overview of MuniMae's Plan

MuniMae's reorganization plan is anchored on the surrender of the
equity in the Debtor to the Bond Trustee and the payment in full
of all other allowed Claims except for the claims of insiders.
Under MuniMae's Plan, old equity interests will be canceled and
new equity interests will be created and distributed to the Bond
Trustee.

In contrast, MuniMae says certain creditors will not be paid in
full under the Debtor's own reorganization plan.  Recoveries
under the Debtor's plan will depend on the generation of income in
excess of operating expenses, other expenses of the Debtor and
necessary reserves.

             Treatment of Claims Under MuniMae's Plan

The Bond Trustee holds secured and unsecured claims against the
Debtor of approximately $21.3 million as of Aug. 24, 2005.
Repayment of this obligation is secured by substantially all of
the Debtor's assets.  Under MuniMae's Plan, the Bond Trustee will
receive:

    -- the New Equity Interest in the Reorganized
       Debtor;

    -- the existing liens and encumbrances on the Assets.  The
       Bond Documents and the Bond Obligations will remain in
       full force and effect;

    -- all Net Proceeds of Causes of Action collected after the
       closing date; and

    -- the excess of any reserves beyond amounts necessary to pay
       the allowed claims for which reserves are established.

Vendor claims, secured by Mechanic's Liens and Materialman's
Liens, totaling approximately $108,687, will be paid in full.

Unsecured Priority Tax Claims of approximately $1,191 as well as
General Unsecured Claims aggregating $182,868 will also be paid in
full.

The $1.1 million unsecured claim of insider Alternative Building
Concepts Group is impaired and will not be paid under MuniMae's
plan.  MuniMae claims that the insider obligation to ABC was not
authorized because the Debtor had agreed not to incur any debt
without MuniMae's consent.

Alternative Building's sole membership interest in Honey Creek
Kiwi, LLC, will be cancelled on the effective date of the plan.

A full-text copy of the Blacklined Amended Disclosure Statement is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060807053325

                  Overview of the Debtor's Plan

The Plan provides for a reduction in debt service on the bonds by
means of a reduction in principal balance and interest rate or a
reduction in interest rate, at the option of the Bondholders.  The
Plan also provides for a partial payout over time of prepetition
claims.

The reduction in debt service allows the Debtor's existing cash
flow to service the restructured bond debt, the debt service on
prepetition claims, preserves the tax exempt status of the bonds,
and allows the Debtor to pay post petition operating expenses on a
current basis.

           Treatment of Claims Under the Debtor's Plan

Under the Plan, on the Effective Date, each holder of an Allowed
Claim in Class 1 will receive a Plan Secured Note and will retain
its Tax Liens securing its Allowed Secured Claim as security for
the Plan Secured Note until that Note is paid in full.

Any Allowed Secured Claims (and any Allowed Unsecured Claims) in
Class 2 of the Indenture Trustee will be treated in one of the two
following manners, depending upon the 1111(b) Election of the
Indenture Trustee:

I.  MuniMae Alternative Treatment 1:

    If the Indenture Trustee has not made an 1111(b) election by
    the expiration of the time set forth in Bankruptcy Rule
    3014, the Allowed Unsecured Claims of the Indenture Trustee
    will be treated as set forth in Class 4D and the Allowed
    Secured Claims of the Indenture Trustee will be treated as:

       a) Issuance of Renewal Note:

          Under Alternative Treatment 1, on the Distribution
          Date, the holder of an Allowed Claim in Class 2A will
          receive a restated and renewal promissory note (in
          full and complete satisfaction of all Secured Claims
          of the Class 2A Claimant) in the form of the original
          Bond Note, but modified to provide that:

            1) the principal amount is reduced to $15,750,000
               as the Court may determine to be the value of
               the collateral securing the Allowed Secured Claim,

            2) the interest rate changed to fixed at 6.0% per
               annum,

            3) the Maturity Date will be changed to the 35th
               anniversary of the Distribution Date;

            4) payments will be interest only until the 5th
               anniversary of the Distribution Date and
               principal and interest over the remaining term
               of the note in equal monthly installments.

       b) Auction of Equity Interests:

          Under Alternative Treatment 1, in accordance with the
          provisions of section 4.5A, the sole membership interest
          in the Reorganized Debtor will be auctioned at the
          Confirmation Hearing to the highest bidder for cash in
          accordance Section 7.1.

       c) Modification of Loan Documents:

          Under Alternative Treatment 1, the Bond Loan Documents
          will be modified in accordance with Section 4.2A.3 to
          the extent that modifications are not inconsistent with
          the previsions of this Section 4.2A.1

II. MuniMae Alternative Treatment 2:

    If the Indenture Trustee has made an 1111(b) election by the
    expiration of the time set forth in Bankruptcy Rule 3014,
    the Allowed Secured Claims of the Indenture Trustee will be
    treated as:

       a) Issuance of Renewal Note:

          Under Alternative Treatment 2, on the Distribution
          Date, the holder of an Allowed Claim in Class 2A will
          receive two promissory notes in full and complete
          satisfaction of all Claims of that holder:

           1) a promissory note in the form of the Original
              Bond Note, but modified to provide that

                 i) the principal amount will be equal $15,750,000
                    as the Court may determine to be the value of
                    the collateral securing the Allowed Secured
                    Claim,

                ii) the interest rate changed to a fixed rate of
                    6.0% per annum,

               iii) the maturity date will be changed to the 35th
                    anniversary of the Distribution Date;

                iv) the Series A Note will be payable interest
                    only until the 5th anniversary of the
                    Distribution Date and principal and interest
                    over the remaining term of the note in equal
                    monthly installments.

           2) a subordinate promissory note in the form of the
              Original Bond Note, but modified to provide that

                a) the principal amount will be equal to the
                   Allowed Secured Claim amount less the principal
                   balance of the Series A Note,

                b) the Series B Note will bear no interest,

                c) the Maturity Date will be changed to the 35th
                   anniversary of the Distribution Date;

                d) the Series B Note will be payable in a single
                   payment upon the Maturity Date or upon
                   refinancing of the Series B Note; provided,
                   however, at all times the right to payment of
                   the Series B Note will be subordinate to
                   payment of the Series A Note.

       b) No Unsecured Claim if 1111(b) Election Made:

          Aside anything in Section 4.4D to the contrary, as a
          result of the 1111(b) election, if Alternative Treatment
          2 is in effect, the holder of the Class 2A Claim will
          receive nothing on account of any Unsecured Claim.

       c) No Equity Auction if 1111(b) Election Made:

          Under the Alternative Treatment 2, the provisions of
          Section 4.5B will control and no auction will occur
          under Section 7.1.

Each holder of an Allowed Secured Claim in Class 2B to 2J will be
treated as:

   i) General Treatment

      Each holder of an Allowed Secured Claim against the Debtor
      will, at the sole option of the Reorganized Debtor, receive
      on the Distribution Date on account of its Allowed Secured
      Claim:

         a) a Plan Secured Note;

         b) treatment as provided under section 1124(2) of the
            Bankruptcy Code, with the Cash payments required by
            section 1124(2)(A) and (C) of the Bankruptcy Code
            being made on the Distribution Date; or

         c) the holder's Collateral.

       If the holder of an Allowed Secured Claim against the
       Debtor receives treatment as provided in (a) or (b) above,
       that holder will retain any Liens securing the Allowed
       Secured Claim until paid in full.  Any Deficiency Amount
       related to a Secured Claim will be treated as a Class 4C
       Trade Vendor Claim.

  ii) Negotiated Treatment

      The Debtor, Committee and any holder of a Class 2B to 2J
      Allowed Secured Claim may agree to any alternate treatment
      of that Secured Claim, which treatment will include
      preservation of holder's Lien; provided, however, that
      treatment will not provide a return to any holder of an
      amount having a present value in excess of the amount of the
      holder's Allowed Secured Claim.  Each agreement will be
      presented to the Bankruptcy Court before or within 30 days
      after the Effective Date and will not materially and
      adversely impact the treatment of any other creditor under
      the Plan.

Each holder of an Allowed Priority Non-tax Claim against the
Debtor will receive on the Distribution Date the right to payment
or refund in accordance with the policies of the Debtor then in
effect.  Allowed Priority Non-tax Claims held by the Debtor's
employees will be paid in the Debtor's ordinary course of business
pursuant to the terms of the Debtor's employee policies as may be
changed from time to time.

If Alternative Treatment 1 is applicable, Allowed Equity Interests
Holders will receive nothing on account of interest.  If
Alternative Treatment 2 is applicable, Alternative Building
Concepts Group, Inc., the Debtor's sole managing member, will
retain its membership interest in the Debtor unaffected by the
Plan.

The holders of Disallowed Claims, Subordinated Claims, Penalty
Claims and any other Claims against the Debtor will receive no
distributions under the Plan.

A full-text copy of the Chapter 11 Plan is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060410052933

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


INCO LTD: Teck Cominco Won't Negotiate on Merger Plans Anymore
--------------------------------------------------------------
Teck Cominco Limited is not in, and has no plans to enter into,
discussions or negotiations with Inco Limited regarding Teck
Cominco's offer to acquire all of the outstanding shares of Inco.

As reported in the Troubled Company Reporter on Aug. 1, 2006, Teck
Cominco Limited revised its cash and share offer to acquire
all the outstanding shares of Inco.  Under the revised
offer, Inco shareholders will receive, subject to proration,
CDN$82.50 per Inco share in cash, or 1.1293 Teck Cominco Class B
subordinate voting shares plus CDN$0.05 per Inco share.  The
revised offer represents CDN$40 in cash and 0.5821 of a Teck
Cominco Class B subordinate voting share per Inco share at full
proration.

Teck Cominco will pay up to a maximum of CDN$9.1 billion in cash
and will issue up to 132.3 million Teck Cominco Class B
subordinate voting shares pursuant to the revised offer.  This
represents an increase in the cash component of the offer of
CDN$2.7 billion or 43%, and a decrease of 10.7 million shares or
7.5% in comparison to Teck Cominco's original offer.  Teck Cominco
will fund the cash portion of the offer out of its CDN$3.6 billion
of cash on hand and a committed term loan facility.

Teck Cominco President and Chief Executive Officer, Don Lindsay,
said: "We believe that our offer for Inco is clearly superior to
the highly conditional Phelps Dodge offer.  The Teck Cominco offer
includes almost twice as much cash as the Phelps Dodge offer and
the Phelps Dodge offer is also subject to regulatory approval and
Phelps Dodge shareholder approval."

The Teck Cominco offer expires at midnight (Toronto time) on
August 16, 2006.

                       About Teck Cominco

Headquartered in Vancouver, Canada, Teck Cominco Limited (TSX:
TCK.A; TCK.B; NYSE: TCK) -- http://www.teckcominco.com/-- is a
diversified mining company.  The Company focuses in the production
of zinc and metallurgical coal and also produces copper, gold and
specialty metals.

                        About Inco Ltd.

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

                         *    *    *

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


INFORMATION ARCHITECTS: Acquires GWIB Co. for 5 Mil. Common Shares
------------------------------------------------------------------
Information Architects reported its acquisition of GWIB Co. LLC in
exchange for 5 million of the Company's common shares.

Todd K. Morgan, chief executive officer, said, "With the
acquisition of GWIB, Information Architects can now offer a
complete set of customer-centric services.  This acquisition also
means the most comprehensive offering of on-demand CRM solutions
available, giving our customers the confidence of knowing that
their investments will be properly supported,"

Jon Grinter, president of the Company, said, "With the combined
talents and technologies of GWIB, anywhere you are and whatever
the issue, they're ready to respond with the problem solving
expertise you need.  You can expect faster turnaround times on
problem resolution and the efficiency of a single point of contact
for all your support needs.  We are very pleased to add GWIB to
our portfolio of companies,"

A full text copy of the acquisition agreement may be viewed for
free at http://ResearchArchives.com/t/s?f1a

                          About GWIB Co.

GWIB Co. is a leading-edge provider of contact center services and
comprehensive customer relationship management solutions.  GWIB
provides a communications portal.  Its team has worked extensively
in telephony administration, network setup and administration.

                   About Information Architects

Headquartered in Ft. Lauderdale, Florida, Information Architects
Corporation (OTCBB: IACH) -- http://www.ia.com/-- provides
employment screening and background investigations software
application.

As reported in the Troubled Company Reporter on June 30, 2006, at
March 31, 2006, the Company's balance sheet showed $1,767,509 in
total assets and $5,454,923 in total liabilities, resulting in a
$3,687,414 stockholders' deficit.


INNUITY INC: June 30 Balance Sheet Upside-Down By $1.1 Million
--------------------------------------------------------------
Innuity, Inc., reported its financial results for the second
quarter of 2006.

The Company's balance sheet showed $8,490,299 in total assets,
$9,622,450 in total liabilities, and $1,132,151 in stockholders'
deficit, at June 30, 2006.

Consolidated revenues were $5.6 million for the second quarter
of 2006, a 211% increase from $1.8 million reported during the
same quarter of 2005.  Contributing to this revenue increase was
significant growth in Innuity's Commerce division, which includes
revenues related to the acquisition of the point-of-sale company
Jadeon; and in Innuity's Promotion division, which includes
revenues related to the acquisition of the search engine marketing
firm 10x Marketing.

Innuity reported a loss from operations of $2.5 million for the
second quarter of 2006, as compared to a $1.3 million loss from
operations during the same quarter of 2005.  The company's net
loss for the second quarter of 2006 was $2.5 million compared with
a net loss of $1.4 million for the second quarter of 2005.  The
net loss for the second quarter of 2006 before non-cash items was
$700,000, an improvement of $400,000 from a $1.1 million net loss
before non-cash items during the first quarter of 2006.

Consolidated revenues were $10.5 million for the six months ended
June 30, 2006, compared with consolidated revenues of $3 million
for the six months ended June 30, 2005.  The Company's loss from
operations was $4.6 million for the six months ended June 30,
2006, compared with a loss from operations of $4.7 million during
the same six months in 2005.  The Company's net loss for the six
months ended June 30, 2006, was $5 million, compared with a net
loss of $4.8 million for the same six months in 2005.

"The integration of our search engine marketing and point-of-sales
acquisitions into our Promotion and Commerce divisions has driven
our substantial year-over-year revenue increase," John Wall,
chairman and chief executive officer of Innuity, said.   "These
positive revenue results continue to support our premise that
small businesses need cost-effective technology products that help
them manage their business cycle."

"We continue to drive to cash breakeven and have made significant
progress over the last two quarters towards this important goal,"
Mr. Wall continued.  "Our net loss for the second quarter, 2006
before non-cash items was $700,000, an improvement of $400,000
from a $1.1 million net loss before non-cash items during Q1,
2006."

                        Going Concern Doubt

Hansen, Barnett & Maxwell in Salt Lake City, Utah, raised
substantial doubt about Innuity's ability to continue as a going
concern after auditing the company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditor pointed to the company's accumulated deficit, losses from
operations, negative cash flows from operating activities and
working capital, and capital deficiency.

Innuity, Inc. (OTCBB:INNU) -- http://innuity.com/-- is an
Internet technology company that designs, acquires, and integrates
applications to deliver software for small business.  The
company's Internet technology is based on an affordable, on-demand
model that allows small businesses to interact simply with
customers, business partners, and vendors and to manage their
businesses efficiently.  Using the company's on-demand
applications, small businesses can grow their revenues, reach and
serve customers, and run everyday operations.


INTELSAT LTD: Offers to Exchange 9 1/4% Sr. Discount Notes
----------------------------------------------------------
Intelsat, Ltd., is offering to exchange any 9 1/4% Senior Discount
Notes due 2015 for newly issued 9 1/4% Senior Discount Notes due
2015.

The terms of the exchange notes to be issued in the exchange offer
are substantially identical to the original notes, except that the
exchange notes will be freely tradeable and will not benefit from
the registration and related rights pursuant to which the Company
is conducting the exchange offer.  All untendered original notes
will continue to be subject to the restrictions on transfer set
forth in the original notes and in the applicable indenture.

The original notes were issued by Intelsat (Bermuda), Ltd.
Recently, Intelsat (Bermuda), Ltd. transferred substantially all
its assets to its wholly-owned subsidiary, Intelsat Intermediate
Holding Company, Ltd. , and Intelsat Intermediate Holding Company,
Ltd. assumed substantially all its obligations, including its
obligations in respect of the original notes.  Accordingly,
Intelsat Intermediate Holding Company, Ltd. is currently an
obligor on the original notes and will be issuing any new notes
issued in exchange pursuant to the exchange offer.

Intelsat, Ltd. is a co-obligor on the original notes, and will be
a co-obligor on the exchange notes.

The Company will not receive any proceeds from the issuance of the
notes in this exchange offer.

A full-text copy of the Prospectus is available at no additional
charge at http://researcharchives.com/t/s?f18

                          About Intelsat

Intelsat, Ltd. - http://www.intelsat.com/-- offers telephony,
corporate network, video and Internet solutions around the globe
via capacity on 25 geosynchronous satellites in prime orbital
locations.  Customers in approximately 200 countries rely on
Intelsat's global satellite, teleport and fiber network for high-
quality connections, global reach and reliability.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Fitch upgraded the Issuer Default Rating for Intelsat to 'B'
from 'B-' pro forma for its pending acquisition of PanAmSat.
The ratings were also removed from Rating Watch Negative, where
they had originally been placed on Aug. 30, 2005.  Fitch said the
Rating Outlook is Stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service affirmed the B2 corporate family rating
of Intelsat, Ltd., and downgraded the corporate family rating of
PanAmSat Corporation to B2, given the greater clarity regarding
the final capital structure and the near-term completion of the
PanAmSat acquisition by Intelsat.


INTERFACE INC: Earns $5.9 Million in Second Quarter of 2006
-----------------------------------------------------------
For the second quarter of 2006, Interface Inc. reported net income
of $5.9 million, compared to a net loss of $7.4 million in the
second quarter a year ago.

Sales in the 2006 second quarter rose 5% to $258.7 million from
$246.5 million in the year ago period, due to the sale of the
Company's European fabrics business, while operating income for
the 2006 second quarter was $21.1 million, versus $21.2 million in
the same period last year.

Commenting on the results, Daniel T. Hendrix, the Company's
president and chief executive officer, said "We are pleased with
our results for the second quarter, as we successfully executed
against our goals, and the improving trends we are seeing in the
industry continue to validate our strategy.  Overall sales
increased despite challenging year-over-year comparables, and
order activity further strengthened, with orders up 13% to $276
million over last year's second quarter."

                     Six Months 2006 Results

For the first six months of 2006, the Company's sales increased
5.8%, to $509.3 million, from $481.3 million for the same period a
year ago.

Operating income for the 2006 six-month period was $17.8 million,
versus operating income of $38.4 million for the comparable 2005
six-month period.

The Company incurred a $11.2 million net loss for the first six
months of 2006, compared with a net loss of $9.6 million for the
2005 first half.

Headquartered in Atlanta, Georgia, Interface Inc. --
http://www.interfacesustainability.com/-- manufactures and
markets floor coverings and fabrics.

                           *     *     *

Interface Inc.'s corporate credit carries Standard & Poor's
'B-' rating.  The rating was placed in May 2006 with a stable
outlook.

Moody's Investors Service junked Interface Inc.'s rating on $135
million 9.5% guaranteed senior subordinated notes due 2014 and
affirmed the Company's B2 debt and corporate family ratings.
The ratings were placed in April 2006 with a positive outlook.


INT'L GALLERIES: Trustee Hires Sommers Baniak as Special Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
authorized Dan Lain, the Chapter 7 Trustee overseeing the
liquidation of International Galleries Inc., to employ Sommers,
Schwartz, P.C., and Baniak, Pine & Gannon LLC as his special
counsel.

On Aug. 30, 2005, the Debtor filed a lawsuit against La Raza
Chicago, Inc., and Miguel Angel Arietta in the U.S. District Court
for the Northern District of Illinois, Eastern Division, styled
International Galleries, Inc. v. La Raza Chicago, Inc. and Miguel
Angel Arietta, Case No. 1:05-cv-04991.

The La Raza Action, which remains pending in the Illinois District
Court, is a defamation action arising from La Raza's publication
in August 2005 of a newspaper article concerning the Debtor's
business operations.

The Trustee wants Sommers Schwartz as lead counsel and Baniak Pine
as local counsel in the La Raza Action.

The Trustee tells the Court that he has no funds to hire counsel
and, thus, no means to proceed with the prosecution of the lawsuit
except through a Contingency Fee Agreement.

Pursuant to the Contingency Fee Agreement, the Trustee will pay a
contingency fee of 10% to 16% for Baniak Pine and 40% for Sommers
Schwartz from any recovery in the La Raza Action.

Andrew Kochanowski, Esq., a Sommers Schwartz member, and Michael
Baniak, a Baniak Pine member, assure the Court that their firms
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Omar J. Alaniz, Esq., at Neligan Foley LLP represented the Debtor
in its restructuring efforts.  David W. Elmquist, Esq., at
Winstead Sechrest & Minick P.C., served as counsel to the Official
Committee of Unsecured Creditors.  On May 16, 2006, the case was
converted to a Chapter 7 liquidation.  Dan Lain serves as the
Chapter 7 Trustee for the Debtor and is represented by
Jeffery D. Carruth, Esq., at Winstead, Sechrest & Minick.  When
the Debtor filed for protection from its creditors, it estimated
assets less than $50,000 and debts between $10 million to $50
million.


INTERNATIONAL PAPER Sells Unit to CMP Holdings for $1.4 Billion
---------------------------------------------------------------
International Paper completed the sale of its coated and
supercalendered papers business to CMP Holdings LLC, for
approximately $1.4 billion, plus approximately $30 million in the
form of a 10% limited partnership interest in CMP Investments L.P.

CMP Investments L.P is the parent company of CMP Holdings, which
is also a subsidiary of Verso Paper Holdings LLC, an affiliate of
Apollo Management L.P.

                             New Name

The business will be renamed Verso Paper Holdings LLC.  It
annually produces approximately 1.7 million tons of coated
freesheet and coated groundwood papers for the magazine, catalog
and retail insert markets.  It includes four paper mills, located
in Jay, Maine; Bucksport, Maine; Quinnesec, Mich.; and Sartell,
Minn., and generated $1.6 billion in sales in 2005.  Its major
brands are Advocate(R), Influence(R), Liberty(TM), Savvy(R),
Trilogy(R) and Velocity(TM).  The business, which will remain
headquartered in Memphis, Tenn., employs approximately 3,000
people.

                   Sale of Sartell Hybrid Poplar

The Company also disclosed that it has agreed to sell the Sartell
Hybrid Poplar Farm to CMP Fiber Farm LLC, a subsidiary of CMP
Investments.

Based in Stamford, Connecticut, International Paper Company
(NYSE: IP) -- http://www.internationalpaper.com/-- is in the
forest products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  These
businesses are complemented by an extensive North American
merchant distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a long-
standing policy of using no wood from endangered forests.

                           *     *     *

Moody's Investors Service assigned a Ba1 senior subordinate rating
and Ba2 Preferred Stock rating on International Paper Company on
Dec. 5, 2005.


INTERSTATE BAKERIES: Looking for Permanent Chief Executive Officer
------------------------------------------------------------------
Interstate Bakeries Corporation said in a press release that in
order to build upon the operational and financial improvements
the company has achieved under the leadership of Tony Alvarez II,
chief executive of IBC and co-founder and co-chief executive of
Alvarez & Marsal, it intends to commence a search for a
permanent CEO.  The company's Board of Directors also intends
to review candidates to fill its two vacancies on the Board
resulting from the resignations of Charles Sullivan and James
Elsesser in July 2005 and September 2004, respectively.

"From the outset of these cases, the Board has intended to retain
a long-term chief executive to lead IBC into the future,"
Chairman of the Board of Directors Leo Benatar said.

"The Board believes that, with the Company's operational
initiatives substantially complete, it is appropriate to begin the
search for long-term leadership to continue the operational
efficiency, marketing and brand initiatives that Tony and his team
have begun.  Needless to say, the Board appreciates Tony's
leadership and significant efforts and achievements during this
critical time in IBC's long history."

Mr. Alvarez will remain as CEO throughout the search process and
will be available thereafter to continue in an advisory capacity
to be determined by the Board, including the leadership of the
company's efforts to complete the negotiation of its remaining
collective bargaining agreements.  It is anticipated that John
Suckow, a managing director at A&M and currently executive vice
president and chief restructuring officer of IBC, will remain in
those positions and continue to be assisted by personnel from A&M
on an as-needed basis.

The company said it is reviewing lists of candidates for the
Board suggested by the Official Committee of Equity Security
Holders, as well as those submitted directly by Brencourt
Advisors, LLC, an IBC stockholder.

"In making its decision at this time, the Board is hopeful that
the addition of new, qualified board members will augment the
industry and financial expertise of the existing Board, as well
as provide strong, new direction in considering the Company's
available restructuring alternatives," Mr. Benatar said, adding
that there is substantial overlap between the two lists, since
four of the total of eight proposed candidates are reflected on
both lists.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERSTATE BAKERIES: Wants SSI as Executive Search Consultant
-------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to:

   (a) employ SSI (U.S.), Inc., dba Spencer Stuart as their
       executive search consultant; and

   (b) utilize estate funds to pay the fees and expenses of
       Spencer Stuart.

In connection with the search for a new chief executive officer,
the Debtors have engaged Spencer Stuart, to serve as their
executive search consultant to conduct a search for individuals to
serve as chief executive officer for the company.

As search consultant, Spencer Stuart will:

   (a) participate in meetings with the Debtors' key executives
       to gain as much knowledge of the Debtors' organization and
       management;

   (b) prepare a Position and Candidate Specification, which
       includes the position description and specifications for
       the ideal candidate;

   (c) develop a basic search strategy and a list of target
       organizations on which the primary thrust of its search is
       expected to be focused;

   (d) identify, contact, screen, interview and evaluate prospect
       candidates;

   (e) submit detailed candidate reports to the Debtors; and

   (f) participate as facilitator after a candidate has been
       selected.

The Debtors believe that its engagement of Spencer Stuart relates
to the ordinary course of their businesses and thus can be
implemented without Court approval.

The Debtors will pay Spencer Stuart:

   -- a fee equal to 1/3 of every hired placement's first year's
      total cash compensation, including any potential first-year
      bonus;

   -- a $400,000 Retainer Fee, which will be paid in
      installments;

   -- 10% of the Retainer Fee on the three-month retainer period
      for search-related expenses; and

   -- all necessary out-of-pocket expenses.

If a person hired for CEO is terminated for cause or resigns
without good reason within one year of employment, Spencer Stuart
agrees to conduct a replacement search for no additional fee.

John Wood, a consultant at Spencer Stuart, assures the Court that
his firm does not represent any interest adverse to the Debtors'
estates, and is a "disinterested person" as defined in Section
101(14) of the Bankruptcy Code.

J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP,
in Chicago, Illinois, contends Spencer Stuart's advice and
services will maximize the value of the Debtors' estates.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 45; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERTAPE POLYMER: Posts $18 Million Second Quarter Net Loss
------------------------------------------------------------
Intertape Polymer Group Inc. recorded a net loss of $18.18 million
for the second quarter of 2006, compared to earnings of
$5.43 million for the same period last year.

"While year-over-year adjusted net earnings were down, the second
quarter showed improvement over the first quarter.  Progress in
this year's second quarter was due primarily to improvements in
sales volumes, and continued aggressive cost reductions,"
Intertape Polymer Group Inc. interim chief executive officer, Dale
McSween stated.

Sales for the second quarter of 2006 were up 16.7% to
$222.1 million compared to the second quarter of 2005. Excluding
revenues related to the October 2005 Flexia acquisition, sales
increased 5.2%, of which 3.5% was related to higher selling prices
and 1.7% was due to increased sales volumes.  Tape and film
products drove volume growth.

"Sales volumes in tapes and films were up 6.5% compared to the
first quarter of 2006, primarily in resin-based products, as
customers in some of the Company's markets were back acquiring
product after drawing down their existing inventories in the first
quarter.  However, overall demand for the Company's products was
uneven. There was softening in demand for products related to
residential construction, a key market for the Company's coated
products operation," Mr. McSween said.

Gross profit for the quarter was $39.6 million, up slightly from
$39.4 million recorded for the corresponding quarter last year,
while gross margin for the second quarter was 17.8% compared to
20.7% for the same quarter last year.

                      Cost Reduction Efforts

SG&A expenses were $26 million in the second quarter of 2006,
compared to $24.8 million a year ago.  Much of the increase was
attributable to the SG&A costs of Flexia.  Excluding Flexia, SG&A
expenses would have been approximately $24.5 million.

"While SG&A expenses increased compared to the same period last
year, as a percent of sales for the quarter, they were down to
11.7% for this quarter compared to 13.1% for the second quarter of
2005, reflecting our focused efforts to reduce costs in this
area," IPG's chief financial officer, Andrew M. Archibald, C.A,
said.

"Over the past two quarters in particular, we have succeeded in
bringing SG&A expenses down from $30.1 million in the fourth
quarter of 2005 to $26.0 million."

Compliance with the requirements of the Sarbanes-Oxley Act of 2002
cost the Company approximately $700,000 for the second quarter of
2006.  The Company did not experience significant Sarbanes-Oxley
Act costs in the second quarter of 2005.

Costs relating to manufacturing facility closures, restructuring
and other charges were $32.4 million in the second quarter of 2006
compared to $1.1 million for the same quarter last year.  Of the
$32.4 million in 2006 costs, $1.7 million related to manufacturing
facility closure costs, while the remainder of $30.7 million
pertained to restructuring and other charges.

For the second quarter of 2006, the estimated effective tax rate
was 33.7% compared to an estimated effective tax rate of 6.8% for
the second quarter of 2005.  The 2005 effective tax rate included
the impact of certain non-recurring tax adjustments.

EBITDA for the second quarter of 2006 was negative $12.9 million
compared to $19.6 million for the same quarter last year, due
mainly to costs relating to manufacturing facility closures,
restructuring and other charges.  Excluding these items, adjusted
EBITDA was $19.5 million compared to $20.7 million for the same
period last year.

From a cash perspective, the Company generated $6.5 million of
free cash flow in the second quarter compared to $300,000 in the
first quarter of 2006.  Total debt was also reduced over the
course of the second quarter by $5.9 million.

Due to certain covenant restrictions, as of June 30, 2006, the
Company had access to $55.4 million of its $75 million revolving
credit facility.  As of June 30, 2006, the Company had cash, cash
equivalents, and credit availability of $49.7 million.  At the end
of the quarter, certain covenants in the credit facilities were
amended to accommodate the charges associated with previously
announced cost savings initiatives.

                   About Intertape Polymer Group

Based in Montreal, Quebec and Sarasota/Bradenton, Florida,
Intertape Polymer Group (TSX: ITP) (NYSE: ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  The Company employs 2,450 employees
with operations in 18 locations, including 13 manufacturing
facilities in North America and one in Europe.

                        *     *     *

Standard & Poor's Ratings Services assigned its 'B+' long-term
foreign & local issuer credit rating to Intertape Polymer Group
Inc. in July 2004.


J. GORDON: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: J. Gordon Gaines, Inc.
        3760 River Run Drive
        Birmingham, AL 35243

Bankruptcy Case No.: 06-02808

Chapter 11 Petition Date: August 7, 2006

Court: Northern District Of Alabama (Birmingham)

Debtor's Counsel: Eric W. Anderson, Esq.
                  Parker Hudson Rainer & Dobbs, LLP
                  285 Peachtree Center Avenue, N.E.
                  1500 Marquis Two Tower
                  Atlanta, GA 30303
                  Tel: (404) 420-4331

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Microsoft Licensing GP           Software              $201,060
Lockbox 843467
1401 Elm Street, 5th Floor
Dallas, TX 75202

Reliable Reports, Inc.           Inspections           $141,651
P.O. Box 974613
Dallas, TX 75397

Madison Sterns, Inc.             Business Warehouse     $82,807
3416 East Los Altos Road         Consulting
Gilbert, AZ 85297

Basham, Ringe Y Correa, S.C.     Legal Services         $71,646
Paseo de los Tamarindos
400-A Piso 9
Bosques de las Lomas, Mexico

Zavala & Larson                  IT Consulting          $53,595

First Commercial Bank            Credit Card            $44,783

EMB America, LLC                 Actuarial Services     $44,505

Resource Global Professionals    Accounting and         $37,780
                                 Consulting Services

Fiserv Insurance Solution        Software Support       $35,590

The Cahaba Group                 Consulting Services    $33,085

Bellsouth Long Distance          Phone                  $29,793

Maynard, Cooper & Gale, P.C.     Legal Services         $28,338

Stephen Piland                   Contract Services      $28,210

Cingular Wireless National       Phone                  $26,547
Business Services

Xerox Corp.                      Supplies               $26,186

Numara Software                  Contract Services      $15,689

Hadaway, Rob Rayne Technologies  Contract Services      $14,280

Tinker Business Forms Inc.       Business Supplies      $13,861

Aviation Services Group          Aviation Services      $13,297

Choicepoint Services, Inc.       Services               $13,078


JOYCE BLAND: Case Summary & 12 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Joyce A. Bland
        14236 Caminito Vistana
        San Diego, CA 92130

Bankruptcy Case No.: 06-02124

Type of Business: The Debtor is a fitness trainer at
                  Frogs [Club One, Inc.].

Chapter 11 Petition Date: August 6, 2006

Court: Southern District of California (San Diego)

Judge: Louise DeCarl Adler

Debtor's Counsel: Thomas B. Gorrill, Esq.
                  Law Offices of Thomas B. Gorrill
                  401 West A Street, Suite 1770
                  San Diego, CA 92101
                  Tel: (619) 237-8889

Total Assets: $6,164,025

Total Debts:  $6,641,778

Debtor's 12 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Chase                            Loan on Topsham       $870,000
10790 Rancho Bernardo Road       Street property
San Diego, CA 92127

James Carone                     Paid lien should      $860,000
22645 Hazeltine Street           have been
Mission Viejo, CA 92692          reconveyed

Navy Federal Credit Union        Line of credit         $14,830
P.O. Box 3327
Merrifield, VA 22119             Home improvement       $29,492
                                 Loan

                                 Credit card            $30,358

                                 Paid lien should       $75,000
                                 have been
                                 reconveyed

North Island Federal             Paid lien should       $72,500
Credit Union                     have been
                                 reconveyed

Latrice/Erskine Arnold           Breach of              $70,000
                                 contract claim

James Marzano                    Loan on Topsham        $55,000
                                 Street property

FIRSTFUTCU                       Visa credit card       $10,127

HFC                              Line of credit          $9,811

AMGNFN                           Loan on Chevy           $8,710
                                 1500 p/u

Gerry Bohart, Esq.               Legal fees              $2,679

CBUSA CCS GRAY OPS               Home Depot account      $2,310

CMRE Financial Services Inc.     Medical bill              $840


KING PHARMA: Paying $38.25 Million to Resolve Class Action Suit
---------------------------------------------------------------
King Pharmaceuticals, Inc., and the affected current and former
directors and executive officers, entered into a stipulation of
settlement and a supplemental agreement with the plaintiffs in the
consolidated class action alleging violations of the Securities
Act of 1933 and the Securities Exchange Act of 1934 to resolve the
class action.

The settlement agreement, the Company disclosed, provides for a
settlement amount of $38.25 million, all but an immaterial portion
of which, the Company believes, will be paid on its behalf by its
insurance carriers.

The Company further disclosed that the settlement agreement does
not address the shareholder derivative complaints and the class
action filed in August 2004 with respect to the Mylan Laboratories
merger, which has been dismissed other than those with respect to
fee issues.  Also, that the settlement agreement does not resolve
the Securities and Exchange Commission investigation.

Headquartered in Bristol, Tennessee, King Pharmaceuticals
(NYSE:KG) -- http://www.kingpharm.com/-- is a vertically
integrated branded pharmaceutical company.  King, an S&P 500 Index
company, seeks to capitalize on opportunities in the
pharmaceutical industry through the development, including through
in-licensing arrangements and acquisitions, of novel branded
prescription pharmaceutical products in attractive markets and the
strategic acquisition of branded products that can benefit from
focused promotion and marketing and product life-cycle management.

                           *     *     *

As reported in the Troubled Company Reporter on Mar. 27, 2006,
Moody's Investors Service affirmed the ratings of King
Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating,
Ba2 senior secured revolver due 2007, and Ba3 senior unsecured
guaranteed convertible debentures due 2021.  Following the rating
action, the rating outlook remains negative.

As reported in the Troubled Company Reporter on Oct. 4, 2005,
Standard & Poor's Ratings Services affirmed its ratings on King
Pharmaceuticals Inc., including the 'BB' corporate credit rating,
and removed them from CreditWatch, where they were placed with
negative implications on Feb. 28, 2005.


KMART CORP: Court Okays Pact Allowing McKellar to Pursue Claim
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
signed an agreed order between Lillie McKellar and Kmart Corp.
partially lifting the automatic stay and injunction provision
under Kmart's Plan of Reorganization to permit Ms. McKellar's
litigation to proceed and continue to a final judgment or
settlement.

In January 2002, Ms. McKellar filed two civil action complaints in
the Court of Common Pleas, Philadelphia County, Pennsylvania, for
injuries sustained as a result of a dangerous and defective
condition in the parking lot of Cedarbrook Mall at, or near, the
location of Kmart Corp.

The Complaints were raised against:

    (1) Nassimi Investments, LLC, Cedarbrook Mall Management
        Company, Cedarbrook Mall, Cedarbrook Realty Corporation
        and Kmart Corporation; and

    (2) Stephen Scott, individually and t/a Scott Contractors.

On Dec. 9, 2002, the Court consolidated the complaints under
the action of Lillie McKellar vs. Steven Scott, individually and
t/a Scott Contractors.  The action was placed in deferred status
because Kmart was in bankruptcy.

The Reorganized Debtors objected to McKellar's claim.

Ms. McKellar asked the Court to lift the stay and plan injunction
to pursue her claim, asserting that in May 2004, her counsel
received a letter from Kmart indicating that if she "files a
Motion to Lift the Stay on the local litigation, Kmart will not
object."

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


KMART CORP: Susan Henderson Can Proceed with Personal Injury Suit
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
signed an agreed order between Kmart Corp. and Susan Henderson
partially lifting the automatic stay and injunction provision
under Kmart's Plan of Reorganization to permit the litigation
captioned Susan Henderson, et al., v. Kmart Corporation, et al.,
to proceed to final judgment or settlement.

The litigation seeks to establish and liquidate Ms. Henderson's
personal injury claim.

Ms. Henderson got hurt as a result of Kmart's alleged negligence.
On Dec. 4, 2001, Ms. Henderson filed a personal injury claim
against Kmart in the Philadelphia Court of Common Pleas.

In January 2002, the automatic stay prevented Ms. Henderson from
pursuing her Claim against Kmart.

Ms. Henderson asked the Court to lift the stay to allow her to
pursue her Claim, asserting that she has complied with, and
exhausted in good faith, the Claims Resolution Procedure.

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


LARRY'S MARKETS: LM Acquisition to Buy Five Stores for $5.5 Mil.
----------------------------------------------------------------
Larry's Markets, Inc., has accepted LM Acquisition Partners LLC's
$5.5 million offer to purchase five of its six stores and its
catering business, The Associated Press reports.

Under the agreement, LM Acquisition will buy the Debtor's two
stores in Seattle and three stores in Kirkland, Redmond and
Bellevue, east of Seattle.  A store in Tukwila, South of Seattle,
will remain for sale.

According to the report, Michael Teel, whose grandfather founded
Raley's, a West Sacramento-based grocery-store chain, and Michael
Ashker, who runs investment firm Agility Partners, headed the
investor group.

Mr. Ashker said in an interview with AP that most of the Debtor's
500 workers would likely keep their jobs, though they would have
to reapply for them as part of the acquisition.

The acquisition requires bankruptcy court approval and is expected
to close on Sept. 1, 2006.

Other potential bidders have until Aug. 18, 2006, to make higher
and better offers.  An auction will be conducted on Aug. 22, 2006,
if competing bids of not less than $5.7 million are received on or
before August 18.

Headquartered in Kirkland, Washington, Larry's Markets, Inc. --
http://www.larrysmarkets.com/-- operates several supermarkets and
department stores in the U.S. Northwest.  The company filed for
chapter 11 protection on May 7, 2006 (Bankr. W.D. Wash. Case No.
06-11378).  Armand J. Kornfeld, Esq., at Bush Strout & Kornfeld,
represents the Debtor.  The Official Committee of Unsecured
Creditors has selected Marc L. Barreca, Esq., and Michael J.
Gearin, Esq., at Preston Gates & Ellis LLP, to represent it in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it listed total assets of $12,574,695 and total debts
of $21,489,800.


LASERSIGHT INC: Inks $3 Million Loan Agreement with NIIC
--------------------------------------------------------
LaserSight, Inc., and its subsidiary, Lasersight Technologies,
Inc., have entered into a Loan Agreement with New Industries
Investment Consultants Ltd., an affiliate of the Company.

The Company disclosed that the purpose of the loan was to allow it
to pay in full its obligations to General Electric Capital
Corporation.  NIIC advanced $750,000 to the Company, which paid in
full all of its obligations to GE.

The NIIC loan agreement provides for a loan to the Company in the
maximum principal amount of $3 million.  Interest of 9% per annum
will accrue on the unpaid balance of the loan, and such interest
and the entire balance of principal, fees, costs and expenses
shall be due on June 30, 2007, the maturity date.  The Company
agreed to pay a fee to the Lender of $15,000.00, as well as the
Lender's transaction costs related to the Loan, all of which will
be due on the Maturity Date.  The Loan is not convertible into
shares of the common stock of the Company.

As reported in the Troubled Company Reporter on June 21, 2006,
LaserSight received notice from GE informing the Company of
defaults under the Third Amended and Restated Secured Term Note
dated June 30, 2004, made by the Company in the original principal
amount of $2,149,249.23.

According to GECC, LaserSight was in violation of covenants in the
Note that require the Company:

     -- not to allow its net revenue, as determined in accordance
        with GAAP, to fall below $1,000,000 for any calendar
        quarter; and

     -- not to allow its EBITDA for any trailing 12-month period,
        measured as of the last day of any calendar quarter, to
        fall below $840,000.

The Company's net revenue for the calendar quarter ended March 31,
2006, was $616,093.30, and its EBITDA for the trailing 12-month
period ended March 31, 2006, was $411,639.73.

In the Notice, GE advised the Company that, if not waived by GE,
the specified defaults would become "Events of Default" under the
Note, which would allow GE to accelerate the amounts due under the
Note.  The amount that would be due is approximately $629,434,
consisting of $476,077 of principal and $153,357 of fees.

Headquartered in Winter Park, Florida, LaserSight Inc.
-- http://www.lase.com/-- is principally engaged in the
manufacture and supply of narrow beam scanning excimer laser
systems, topography-based diagnostic workstations, and other
related products used to perform procedures that correct common
refractive vision disorders such as nearsightedness,
farsightedness and astigmatism.  Since 1994, it has marketed it
laser systems commercially in over 30 countries worldwide.  It is
currently focused on selling in selected international markets;
primarily China.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2006, Moore
Stephens Lovelace, PA, expressed substantial doubt about
LaserSight Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005, 2004 and 2003.  The auditing firm pointed to the
Company's substantial losses since its inception, and negative
working capital at Dec. 31, 2005.


LIFESTREAM TECHNOLOGIES: Alpha Demands Payment on $427,000 Debt
---------------------------------------------------------------
Alpha Capital AG notified Lifestream Technologies Inc. on July 27,
2006, of its intent to demand payment of the $427,000 principal
and any other sums due to Alpha in connection with certain
Convertible Debenture.

In a filing with the Securities and Exchange Commission,
Lifestream disclosed that it currently does not have the ability
to repay this debt.

In February, the Company had failed to make a required maturity
date payment in the aggregate principal amount of $427,000 under
an unsecured convertible debenture dated Feb. 19, 2004, in favor
of Alpha.

Under the terms of the $427,000 indebtedness, in the event of a
payment default that continues after 15 days following written
notice of default sent by the lender, the lender has the right to
demand a mandatory prepayment of 130% of the principal amount of
the indebtedness, or $555,100, and, five days from the event of
default, interest will begin to accrue on the mandatory prepayment
amount.

                         About Lifestream

Lifestream Technologies Inc. -- http://www.lifestreamtech.com/--  
markets a proprietary over-the-counter, total cholesterol-
monitoring device for at-home use by both health-conscious and at-
risk consumers.  The Company's cholesterol monitor enables an
individual, through regular at-home monitoring of their total
cholesterol level, to continually assess their susceptibility to
developing cardiovascular disease, the single largest cause of
premature death and permanent disability among adult men and women
in the U.S.

                        Going Concern Doubt

Lifestream's independent registered public accountants, BDO
Seidman, LLP, expressed substantial doubt about the Company's
ability to continue as a going concern after it audited
Lifestream's condensed consolidated financial statements for the
fiscal years ended June 30, 2005 and 2004.  The accountants
pointed to substantial operating and net losses, as well as
negative operating cash flow, since its inception.


LONDON FOG: Wants to Sell Luxury Wear Business for at Least $18.1M
------------------------------------------------------------------
London Fog Group, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Nevada for permission to sell
their London Fog business -- the design, marketing and
distribution of luxury apparel and outerwear under the London
Fog(R) brand and related brands -- to LF Joint Venture, subject to
higher and better offers.

LF Joint Venture offered to buy the assets for $18.1 million and
assumption of certain liabilities.  LF Joint Venture is a joint
venture of Gordon Brothers Group LLC, a Delaware Limited liability
company, Osgoode Financial Inc., and Hilco Brands LLC.  The sale
is expected to close no later than Oct. 6, 2006.

The Debtors retained Houlihan Lokey Howard & Zukin as investment
banker and financial advisor to Debtors to render financial
advisory services with respect to the disposition of the London
Fog Assets.

Entities interested to offer a competing bid must submit the offer
no later than noon P.D.T. on Aug. 16, 2006, through these
representatives:

         Marv Toland
         Chief Financial Officer
         London Fog Group, Inc.
         Suite 200, 1700 Westlake Ave N.
         Seattle, WA 98109
         Facsimile: (206) 270-5341

         David Burns
         Saul Burian
         Houlihan Lokey Howard & Zukin
         245 Park Avenue
         New York, NY 10067
         Facsimile: (212) 661-6347

         Alan D. Smith
         Perkins Coie LLP
         1201 Third Avenue, 48th Floor
         Seattle, WA 98101-3099
         Facsimile: (206) 359-9000

         Stephen Harris
         Belding Harris and Petroni
         417 West Plumb Lane
         Reno, NV 89509
         Facsimile: 775-786-7764

         Jeff Garfinkle
         Bo Bollinger
         Buchalter Nemer
         18400 Von Karman Ave., Suite 800
         Irvine, CA 92662
         Facsimile: (949) 224-6400

         Steve Soll
         Otterbourg, Steindler, Houston & Rosen P.C.
         230 Park Avenue
         New York, NY 10169
         Facsimile: (917) 368-7137

         Allan S. Brilliant
         Goodwin Procter LLP
         599 Lexington Avenue
         New York, NY 10022
         Facsimile: (212) 355-3333

An auction will be scheduled upon receipt of at least one other
qualified bidder.  Should LF Joint Venture lose the auction, it
will be entitled to a $500,000 break-up fee and an expense
reimbursement not to exceed $100,000.

Early this year, the Court approved the sale of the Debtors'
Pacific Trail Business -- the design, marketing and sale of active
apparel and outerwear under the Pacific Trailr brand and related
brands.

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


MAGELLAN HEALTH: Completes $210 Million ICORE Purchase
------------------------------------------------------
Magellan Health Services, Inc. has completed acquisition of ICORE
Healthcare, LLC, and paid a base price of $210 million in cash and
restricted stock.

ICORE became a wholly owned subsidiary of the Company.  The terms
of the companies' agreement also include potential earn-out
payments totaling $75 million, based on achieving certain earnings
targets in 2007 and 2008.

"Our acquisition of ICORE marks our entry into the fast-growing
specialty pharmaceutical arena and our third health care
management line of business.  With ICORE's proven team and
comprehensive, successful and differentiated business model, our
shared commitment to clinical excellence, and Magellan's strengths
in information technology and operations, we expect to further
develop ICORE's capabilities and product offerings for purchasers
and the members they serve," Steven J. Shulman, chairman and chief
executive officer of Magellan, said.

             About ICORE and Specialty Pharmaceuticals

Specialty pharmaceuticals are high-cost drugs used to treat
chronic diseases. Although used by less than one percent of the
patient population, these drugs represent approximately 20 percent
of total drug costs.  ICORE works with health plans to manage
specialty drugs used in the treatment of cancer, multiple
sclerosis, hemophilia, infertility, rheumatoid arthritis, chronic
forms of hepatitis and other diseases.  ICORE contracts with 36
health plans with members in commercial, Medicare and Medicaid
programs.

                       About Magellan Health

Headquartered in Avon, Connecticut, Magellan Health Services, Inc.
(NASDAQ: MGLN) is the United States' leading manager of behavioral
health care and radiology benefits.  Its customers include health
plans, corporations and government agencies.  The Company filed
for chapter 11 protection on March 11, 2003 (Bankr. S.D.N.Y. Case
No. 03-40515).  The Court confirmed the Debtors' Third Amended
Plan on Oct. 8, 2003, allowing the Company to emerge from
bankruptcy protection on Jan. 5, 2004.

                           *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Moody's Investors Service changed the ratings outlook for Magellan
Health Services Inc. to positive from stable.  Moody's affirmed
the Company's Senior Secured Bank Credit Facility rating at B1 and
Corporate Family Rating at B1.

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services raised its counterparty credit
rating on Magellan Health Services Inc. to 'BB' from 'B+'.  The
outlook is stable.


MAJESTIC STAR: S&P Downgrades Corp. Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on The
Majestic Star Casino LLC including its corporate credit rating to
'B' from 'B+'.

All ratings on the company were removed from CreditWatch where
they were placed on June 13, 2006, with negative implications.
The outlook is negative.  As of March 31, 2006, total debt
outstanding was approximately $575 million, including about $47
million of discount notes issued at Majestic Holdco LLC.

The downgrade follows the release of June 2006 Indiana state
gaming revenues, where Majestic Star's combined Indiana properties
revenues were down 15% year-over-year versus the market, which was
up 4%.  This is the fifth consecutive month of weak Indiana
revenues when compared to the market, and it is now clear that
Majestic Star's operating performance and credit measures in 2006
will be meaningfully softer than what we had expected.  According
to the management, lower marketing and promotional expenses, a
competitor's new casino and amenities, road construction, and
disruption related to changing the configuration of the casino
floor caused the decline in operating performance.  The Indiana
properties represent about 70% of consolidated property-level
EBITDA.


MERIDIAN AUTOMOTIVE: Files Conformed Version of Revised 3rd Plan
----------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates
delivered to the U.S. Bankruptcy Court for the District of
Delaware a conformed version of their Revised Third Amended Joint
Plan of Reorganization on July 24, 2006.  The Revised Plan
reflects immaterial changes.

A full-text copy of the Debtors' Conformed Third Amended Joint
Plan of Reorganization is available for free at
http://ResearchArchives.com/t/s?f24

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,
at Winston & Strawn LLP represents the Official Committee of
Unsecured Creditors.  The Committee also hired Ian Connor
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,
to prosecute an adversary proceeding against Meridian's First Lien
Lenders and Second Lien Lenders to invalidate their liens.  When
the Debtors filed for protection from their creditors, they listed
$530 million in total assets and approximately $815 million in
total liabilities.  (Meridian Bankruptcy News, Issue No. 36;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MIAD SYSTEMS: Buys Back 1.95MM of its No Par Value Common Shares
-----------------------------------------------------------------
MIAD Systems Ltd. and M.L. Strategic Limited completed the
purchase of a total of 1,950,000 shares of the Company's no par
value common stock, representing approximately 52.9% of the
Company's currently issued and outstanding common stock.

The shares were purchased from Michael A.S. Green, for an
aggregate purchase price of $519,000.  The transaction was
completed pursuant to the terms of a Stock Purchase Agreement
dated July 31, 2006.  MLSL used its own capital to purchase the
stock.

Based in Markham, Ontario, MIAD Systems Ltd. --
http://www.miad.com/-- is an established full-line supplier of
business computer systems as well as a provider of computer
maintenance, installation and networking services.  MIAD does not
sell to individuals but provides these goods and services to its
major clients who are primarily engaged in the corporate,
institutional, municipal, utilities and education fields,
typically as part of their computer networks.

                           *     *     *

As reported in the Troubled Company Reporter on May 31, 2006, MIAD
Systems balance sheet at March 31, 2006 showed total assets of
$1.017 million and total liabilities of $1.337 million resulting
to a stockholders' deficit of $320,000.


MILACRON INC: To Contribute $30 Million to Pension Obligation
-------------------------------------------------------------
Milacron Inc. reported second-quarter results in line with its
May 1 guidance and provided positive guidance for the remainder of
the year.  The company also intends to contribute approximately
$30 million to its pension fund next month, which is expected to
have the effect of eliminating contribution requirements in 2007.

                       Consolidated Results

For the quarter ended June 30, 2006, Milacron incurred a net loss
of $14.3 million compared to a net loss of $3.8 million in the
second quarter of 2005.  The most recent quarter included
$8.8 million in restructuring charges with no tax benefit,
as well as $3.2 million in expenses for exhibiting at the
triennial international plastics trade show, NPE-2006.

Manufacturing margins in the second quarter improved to 19.1%
from 18.1% in the year-ago quarter, primarily as a result of
better pricing and cost-reduction initiatives.

Sales for the second quarter were $211 million, up slightly over
last year's $209 million.  New orders of $200 million, versus $214
million in 2005, were held back in part by the effect of NPE,
which was held at the end of June.  Many buying decisions were
delayed until the show, and most of the approximately $30 million
in orders Milacron received at NPE are being confirmed and booked
in the third quarter.  Accordingly, the company is expecting solid
year-over-year order growth in the third quarter.

Cash on hand at the end of the quarter was $42 million, and the
company had approximately $36 million available for borrowing
under its asset-based revolving credit facility.  Liquidity of $78
million was down from $86 million at the beginning of the quarter,
partly due to almost $6 million in cash restructuring expenses as
well as an inventory build of close to $6 million, which is
expected to shrink in the third quarter.

"The two most encouraging accomplishments for Milacron during
the quarter were our success at NPE and our progress in the
restructuring of our plastics businesses," Ronald D. Brown,
chairman, president and chief executive officer, said.

At NPE-2006, Milacron showcased a wide array of advanced
technology and customer services for injection molding, blow
molding, extrusion, mold components and hot runner systems, as
well as rebuild capabilities and other aftermarket products and
services.  In addition to orders taken at the show, the company
garnered a record number of highly qualified leads, which it is
currently actively pursuing.

"At the show, we reinforced our leadership position in the
industry as 'the one-stop shop' for plastics processing," Brown
said.

Milacron's consolidation plan calls for streamlining the
organization and reducing the overall cost structure, while
allowing the company to work more closely with customers.  In
total, the restructuring actions are expected to require
approximately $13 million in cash, spread over 2006 and the
first half of 2007, and to generate annualized cost savings of
about $15 million, of which at least $4 million is expected to
be realized in late 2006.

"We have made solid progress in the restructuring of our mold
technologies and European machinery businesses over the past three
months," Brown added.  "This is a major step in our objective to
return the company to profitability in 2007."

                          Pension Funding

In anticipation of legislation extending current rules governing
pension funding for 2006 and 2007 plan years, Milacron intends to
make a voluntary contribution to its U.S. defined benefit plan of
approximately $30 million in September 2006.  Credit for this pre-
funding is expected to eliminate required contributions due in
2007, previously estimated at approximately $50 million, and
potentially reduce contributions required in 2008.  Milacron
intends to raise the bulk of the pre-payment amount through the
liquidation of investments for non-qualified retirement plans for
executives.  The company is also in the process of selling various
non-core, non-operating assets such as land, facilities and
equipment made redundant through current and previous
consolidations.  In the short term, the amount could be
supplemented by cash on hand and borrowing from the company's
revolving credit facility.

                             Dividends

No dividends were declared on Milacron common or preferred stock.
The company is accruing dividends on its 4% Cumulative Preferred
Stock and on its 6% Series B Convertible Preferred Stock. Milacron
currently has outstanding: 60,000 shares of 4% Cumulative
Preferred Stock, 500,000 shares of 6% Series B Convertible
Preferred Stock, and approximately 51 million shares of common
stock.

Headquartered in Cincinnati, Ohio, Milacron Inc. --
http://www.milacron.com/-- is a leading global manufacturer and
supplier of plastics-processing equipment and related supplies.
Milacron is also one of the largest global manufacturers of
synthetic water-based industrial fluids used in metalworking
applications.  The company has major manufacturing facilities in:
North America, Europe, and Asia.  Milacron's annual revenues
approximated $805 million over the last twelve months.

                           *     *     *

As reported in the Troubled Company Reporter on Jan. 12, 2006,
Moody's Investors Service affirmed the Caa1 corporate family
ratings of Milacron Inc. and the Caa1 rating of the Company's
$225 million of 11.5% guaranteed senior secured notes due 2011.


MILLENNIUM NEW: S&P Assigns CCC Rating to $40MM Secured Term Loan
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating and stable outlook to Millennium New Jersey Holdco
LLC.

At the same time, Standard & Poor's assigned its 'B-' bank loan
rating (at the same level as the corporate credit rating) and '3'
recovery rating to Millennium's $135 million first-lien secured
credit facilities, indicating expectations of a meaningful (50%-
80%) recovery of principal in the event of a payment default.  The
first-lien facilities consist of a $15 million revolving credit
facility due 2012 and a $120 million term loan maturing 2012.

Standard & Poor's also assigned its 'CCC' bank loan rating (two
notches below the 'B-' corporate credit rating) and '5' recovery
rating, to Millennium's $40 million second-lien secured term loan
maturing 2013, indicating an expectation of negligible (0%-25%)
recovery of principal in the event of a payment default.

Lawrenceville, N.J.-based Millennium is an owner and operator of
12 radio stations covering almost the entire state of New Jersey.
Pro forma total debt as of June 30, 2006, was $160 million.

"The ratings reflect the company's heavy debt burden compared with
its narrow cash flow base, significant geographic concentration
and exposure to potential local economic weakness, and
intensifying competition for audiences and advertisers from
traditional and nontraditional media," said Standard & Poor's
credit analyst Heather M. Goodchild.

We expect that borrowings under the facilities will be used to
refinance existing corporate debt and to fund a $70 million
distribution to investors.

Competition comes mainly from larger broadcasters operating from
nearby New York City and Philadelphia.  The negative factors are
only partially offset by the company's competitive position in
small markets, broadcasting's good margin and discretionary cash
flow potential, and sustainable asset values.  Millennium is
analyzed on a consolidated basis with its ultimate parent company,
Millennium Radio Group LLC.


MIRANT: MC Asset Recovery Wants San Francisco's $4M Claim Junked
----------------------------------------------------------------
On Dec. 8, 1976, the San Francisco Port Commission, acting on
behalf of the city and county of San Francisco, and Pacific Gas &
Electric Company entered into an agreement relating to PG&E's use
of the San Francisco Port.

The Agreement provides that PG&E had a non-exclusive right to use
certain piers on the Port to receive petroleum products via barge
or ship and transport those products to the PG&E Potrero power
plant.  In exchange, PG&E agreed to:

    * pay San Francisco standard tariff charges for all petroleum
      products offloaded; and

    * make improvements to the Port, which were to be reimbursed
      by San Francisco in the form of credit on PG&E's monthly
      invoices.

The Agreement provides that on termination of the Agreement, the
San Francisco city and county have the option to require PG&E
remove its property, including the pipeline, from the Port.

The Agreement's termination date was Feb. 1, 1984, with an
option to extend.  PG&E extended the term of the Agreement to
Feb. 1, 1994, but did not exercise its second option to
extend the term to Feb. 1, 2004.

In 1999, PG&E agreed to sell the Plant to Southern Energy
Potrero, L.L.C., now known as Mirant Energy Potrero, L.L.C., a
Mirant Corp. debtor-affiliate.

PG&E assigned the Agreement to Mirant Potrero, but remained
jointly and severally liable to San Francisco city and county for
the performance of all obligations under the Agreement.  San
Francisco consented to the assignment in writing.

Mirant Potrero has not used the Port to receive oil since June
2001, and to ship oil since September 2002.

In late 2002, Mirant Potrero engaged an environmental cleanup
company to remove all remaining petroleum from the pipeline.  On
March 11, 2003, the State Lands Commission certified that the
pipeline was on "caretaker status."  Currently, Mirant Potrero is
not using the pipeline and has no intention of doing so in the
future.

The Agreement was not listed on Schedule 12 of the Debtors' Plan.
Hence, the Agreement was deemed rejected as of the Plan's
Effective Date.

Consequently, San Francisco filed a proof of claim seeking
$4,000,000 for breach of contract, trespass, creation of a
nuisance, damages and attorney's fees and expenses resulting from
the rejection of the Agreement and estimated cost of removing
Mirant Potrero's property from the Port.  The Claim also reserves
the right to assert indemnification or environmental claims in
accordance with the Agreement.

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, argues that no trespass existed and San Francisco cannot
have any damages.  At no time prior to June 30, 2006, has San
Francisco formally asked that Mirant Potrero remove any property
from the Port.

San Francisco's claim for damages is excessive, Ms. Campbell
adds.  The improvements could be removed at substantially less
than $4,000,000.  In addition, San Francisco offered no evidence
demonstrating the factual basis for its $4,000,000 claim.

Moreover, MC Asset Recovery, LLC, the Debtors' disbursing agent or
litigation trust pursuant to their Plan of Reorganization, objects
to any indemnity claims, environmental claims, and other
obligations against Mirant Potrero under the Agreement on the
grounds that no liability is owed to San Francisco.

MC Asset Recovery is tasked, after emergence, to commence
litigation or object to claims so, in one way or the other, Mirant
will be able to recover or preserve its assets.

Therefore, MCAR asks the Court to disallow or reduce San
Francisco's Claim.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 102; Bankruptcy Creditors' Service,
Inc., 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MOHEGAN TRIBAL: Executes New Agreements with CEO, CFO and COO
-------------------------------------------------------------
The Mohegan Tribal Gaming Authority executed new employment
agreements with each of Mitchell Grossinger Etess, Chief Executive
Officer, Jeffrey E. Hartmann, Chief Operating Officer, and Leo M.
Chupaska, Chief Financial Officer.  The agreements replace
existing employment agreements with each executive.

The terms of the agreements for Messrs. Etess and Hartmann
commence as of May 8, 2006 and expire December 31, 2011, with an
annual base salary of $1,010,326 and $955,206, respectively,
subject to annual increases effective each January 1st of no less
than 5% of base salary.

The term of Mr. Chupaska's agreement commences as of October 1,
2005 and expires December 31, 2008, with an annual salary of
$547,000, subject to annual increases effective each January 1st
of no less than 5% of base salary.  Each agreement contains an
automatic renewal for an additional term of five years.  Each
employee also is entitled to receive an annual bonus no later than
October 31st of not less than 33 1/3% of his then current annual
base salary in effect for the period for which the annual bonus is
to be paid.

A full-text copy of the employment agreements may be viewed for
free at http://ResearchArchives.com/t/s?eff

The Mohegan Tribal Gaming Authority -- http://www.mtga.com/-- is
an instrumentality of the Mohegan Tribe of Indians of Connecticut
a federally recognized Indian tribe with an approximately 405-acre
reservation situated in southeastern Connecticut.  The Authority
has been granted the exclusive power to conduct and regulate
gaming activities on the existing reservation of the Tribe, and
the non-exclusive authority to conduct such activities elsewhere,
including the operation of Mohegan Sun, a gaming and entertainment
complex that is situated on a 240-acre site on the Tribe's
reservation.  The Tribe's gaming operation is one of only two
legally authorized gaming operations in New England offering
traditional slot machines and table games.

                           *     *     *

The Mohegan Tribal Gaming Authority's $250,000,000 issue of 8%
Senior Subordinated Notes due April 1, 2012, carry Moody's
Investor Service's Ba3 rating and Standard & Poor's B+ rating.
The Tribe's $500,000,000 five-year revolving credit agreement,
under which Bank of America, N.A., serves as the administrative
agent for a consortium of lenders, matures on March 31, 2008.  The
loan package, which includes a provision that could increase the
lenders' commitments to $600,000,000, is rated BB by S&P and Ba1
by Moody's.


MONARCH SERVICES: Operating Losses Prompt Going Concern Doubt
-------------------------------------------------------------
Stegman & Company expressed substantial doubt about Monarch
Services Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ended April 30, 2006.  The auditing firm pointed to the Company's
significant operating losses.

For the year ended April 30, 2006, the Company reported a
$1,371,000 net loss from net sales of $5,010,000.

At April 30, 2006, the Company's balance sheet showed total assets
of $4,143,000, total liabilities of $2,425,000 and total
stockholders' equity of $1,718,000.

The Company's balance sheet also showed strained liquidity
with $969,000 in total current assets and $1,713,000 in total
current liabilities.

A full-text copy of the Company's financial report for the year
ended April 30, 2006 is available for free at:

                http://researcharchives.com/t/s?f16

Headquartered in Baltimore, Maryland, Monarch Services, Inc.
-- http://www.girlslife.com/-- publishes bi-monthly magazine for
young girls between the age ten to fifteen through its subsidiary,
Girl's Life, Inc.


MUSICLAND HOLDING: Inks Stipulation with Verizon on Service Pact
----------------------------------------------------------------
Musicland Holding Corp., its debtor-affiliates and Verizon
Business, Inc., formerly known as MCI, Inc., are parties to a
Service Agreement dated Aug. 16, 2005, as reported in the Troubled
Company Reporter on March 28, 2006,.

Verizon asked the Court to fix a deadline for the Debtors to
assume or reject the Service Agreement.

The Debtors no longer wish to buy telecommunication services from
Verizon and have sought the Court's authority to reject the
Service Agreement.

To resolve their disputes and agree on a wind-down of their
relationship under the Service Agreement, the Debtors and Verizon
stipulate that:

    (a) As of June 30, 2006, unpaid postpetition charges under
        the Service Agreement total $267,406.  After the Petition
        Date and prior to assumption or rejection of the Service
        Agreement, the Debtors will have an additional credit of
        $198 per day.  After application of the Postpetition
        Credit, the Debtors will bring current all postpetition
        invoices under the Service Agreement relating to the
        Agreed Invoices;

    (b) Except with respect to the $250,000 sign-up credit, the
        Debtors agree that the amounts due pursuant to the Service
        Agreement are entitled to administrative priority;

    (c) The Sign-up Credit will be applied over the Initial Term
        of the Service Agreement, which commenced on October 15,
        2005, for a period of 42 months.  From October 15, 2005,
        through the Petition Date, the Debtors will have a credit
        against the allowed amount of Verizon's $17,658
        prepetition claim;

    (d) The Debtors will apply the Postpetition Credit to set off
        invoices for prepetition amounts due under the Service
        Agreement;

    (e) The Debtors will file a rejection notice;

    (f) If Verizon will file a rejection damage claim with respect
        to the Service Agreement by August 16, 2006;

    (g) Verizon does not consent to assumption and assignment of
        the Service Agreement, and reserves its rights with
        respect to it;

    (h) The parties will reconcile the amounts due under the
        Unresolved Invoices on or before August 31, 2006; and

    (i) The Parties deny any liability, wrongdoing, or
        responsibility.

Accordingly, the Debtors ask the Court to approve their
Stipulation with Verizon.

Verizon withdraws its request to file the Service Agreement under
seal.

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)


NATURADE INC: Redux Proposes to Acquire 51% of Capital Stock
------------------------------------------------------------
Redux Holdings, Inc, has submitted a Letter of Intent to acquire
51% of the voting capital stock of Naturade Inc.

Adam Michelin, Redux Holdings' chairman and chief executive
officer, said: " I am pleased to announce the proposed acquisition
of control of Naturade.  The Company's long standing history and
superior product line is a great addition to Redux Holdings.  Our
goal is to leverage the numerous assets that the Naturade brand
has developed over its 80 year history and continue to bring
science based products to market."

                       About Redux Holdings

Redux Holdings (Pink Sheets: RDXH)
-- http://www.reduxholdings.com/ -- acquires assets of under
performing and distressed companies on a non-cash basis and
isolates, recombines and manages those assets to increase their
value and to develop profitable strategic options.  The Company is
distinguished by the extensive experience of its personnel in
quickly identifying, analyzing and stabilizing these businesses
opportunities and effecting rapid turnaround and asset
monetization.

                          About Naturade

Naturade Inc. is a branded natural products marketing company
focused on growth through innovative, scientifically supported
products designed to nourish the health and well being of
consumers.  The Company primarily competes in the overall market
for natural, nutritional supplements.

At March 31, 2006, Naturade Inc.'s balance sheet showed total
assets of $11,839,862 and total liabilities of $14,106,365,
resulting in a $5,786,503 stockholders' deficit.


NORTHWEST AIRLINES: Expands Scope of Ernst & Young's Retention
--------------------------------------------------------------
The Hon. Allan L. Gropper of the U.S. Bankruptcy Court for the
Southern District of New York, gave his interim approval for
Northwest Airlines, Inc., and its debtor-affiliates to:

   (i) expand the scope of the Ernst & Young LLP's employment as
       their accountants, auditors and limited tax service
       providers into future periods, nunc pro tunc to April 13,
       2006; and

  (ii) allow Ernst & Young to perform certain discrete tax
       services for the them.

Ernst & Young and the Debtors have entered into four new
engagement letters and three addenda to certain engagement
letters attached to the original employment application approved
by the Court on Dec. 22, 2005.

Pursuant to the Engagement Letters, Ernst & Young will:

   (a) perform additional accounting and auditing services,
       including:

          * an audit of the Debtors' financial statements and its
            internal control over financial reporting;

          * audit and report on the consolidated financial
            statements for the year ending December 31, 2006;

          * audit and report on management's assessment of the
            effectiveness of the Debtors' internal control over
            financial reporting as of December 31, 2006;

          * review of the Debtors' interim financial information
            before they file their Form 10-Q with the Securities
            and Exchange Commission;

          * periodic performance of research and consultations
            with the Debtors regarding the financial accounting;

          * reporting matters and the issuance of various reports
            required by contract or statute; and

          * participate in all scheduled meetings of the Debtors'
            Audit Committee, as requested.

      For these Additional Financial Audit Services, Ernst &
      Young will charge the Debtors based on these hourly rates:

            Title                        Hourly Rate
            -----                        -----------
            Partners, Principals
            and Directors               $455 to $840

            Senior Managers             $350 to $525

            Managers                    $290 to $350

            Seniors                     $190 to $250

            Staff                        $95 to $190

   (b) audit and report on the financial statements and
       supplemental schedules of Northwest Airlines, Inc. Group
       Medical Plan for the year ending December 31, 2005.  The
       Debtors will pay Ernst & Young for these services based on
       the same hourly rates for the Additional Financial Audit
       Services;

   (c) prepare the Form 5500, Annual Return/Report of Employee
       Benefit Plan, for the Debtors for the plan year ended
       December 31, 2005 for certain specific benefit plans.
       Ernst & Young's hourly rates for these services are:

            Title                        Hourly Rate
            -----                        -----------
            Partner                          $838
            Senior Manager                    678
            Manager                           537
            Senior                            376
            Staff                             266

   (d) provide certain discrete tax services to the Debtors,
       which will be charged as set forth in the applicable
       project addendum;

   (e) provide on-call tax advisory services to the Debtors,
       including:

        * providing assistance to the Debtors' tax department for
          routine small projects when the projects are not
          covered in separate project addenda; and

        * providing assistance with tax issues, transactional
          issues or the Debtors' dealings with tax authorities.

       These on-call tax advisory projects are intended to
       involve total professional time not to exceed $10,000 per
       project.  Ernst & Young's fees for these on-call tax
       advisory services will be based on hours incurred by Ernst
       & Young professionals at 80% of these hourly rates:

            Title                        Hourly Rate
            -----                        -----------
            Partner                          $696
            Senior Manager                    608
            Manager                           415
            Senior                            275
            Staff                             240

   (f) review the Debtors' U.S. federal income tax return,
       Form 1120, for the year ended December 31, 2005.  For
       these services, Ernst & Young will charge the Debtors
       based on 80% of the same hourly rates for the on-call tax
       advisory services;

   (g) provide tax services concerning the issuances of the E&Y
       audit opinion for the consolidated audited financial
       statements of the Debtors by the E&Y San Juan, Puerto Rico
       office.  The E&Y San Juan Puerto Rico office will reissue
       the consolidated financial statements of the Debtors, and
       they will be used as attachments to the Puerto Rico
       Corporate Annual Report to be filed by the E&Y San Juan,
       Puerto Rico office.  The E&Y San Juan, Puerto Rico office
       also will prepare the appropriate tax compliance reports
       for the Debtors.  Ernst & Young's fees for these services
       will be charged at a $5,000 flat fee, plus reimbursement
       of actual expenses amounting to $100.  Ernst & Young's
       direct expenses will include reasonable and customary
       out-of-pocket expenses for items specifically related to
       this engagement; and

   (h) provide additional tax services pursuant to additional
       project addenda to the Master Tax Services Agreement.  For
       these services, Ernst & Young will charge the Debtors
       based on 80% of the same hourly rates for the on-call tax
       advisory services.

The Debtors will also reimburse Ernst & Young for actual expenses
incurred in connection with its employment in their Chapter 11
cases and the performance of the services set forth in the
Engagement Letters.

At the Debtors' request, Ernst & Young intends to subcontract
with certain EYGL foreign member firms in Japan, Hong Kong, the
United Kingdom and Puerto Rico to assist with the provision of
very minor portions of the tax services.  The E&Y Entities will
assist E&Y LLP in the provision of services under the Master Tax
Services Agreement, an arrangement that is beneficial to the
Debtors' estates for these reasons:

   (1) through an integrated approach to the provision of
       professional services, Ernst & Young and the E&Y Entities
       will be able to efficiently provide a cohesive network of
       quality services to the Debtors; and

   (2) having Ernst & Young act as the clearinghouse for invoices
       submitted by the E&Y Entities will be more convenient to
       the Debtors by allowing billing to be centralized through
       a single invoice that settles budgeting and foreign
       currency issues.

Douglas D. Urbanciz, Esq., a partner at Ernst & Young, attests
that his firm is a "disinterested person" as defined in Section
101(4) of the Bankruptcy Code and required by Section 327(a).

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWEST AIRLINES: Wants L.E.K. Consulting as Industry Advisors
----------------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York for
authority to employ L.E.K. Consulting LLC as airline industry
advisors, pursuant to an Engagement Letter dated June 28, 2006.

The Debtors have selected LEK because of its experience and
expertise in the airline industry.  LEK has considerable
experience providing similar consulting services to large,
complex business entities and companies operating as debtors-in-
possession under Chapter 11 of the Bankruptcy Code, Michael L.
Miller, Northwest Airlines' vice president, says.

As the Debtors' airline industry advisors, LEK will:

    -- review domestic and international strategic goals; and

    -- assess ways for Northwest to improve its competitive
       position and gain access to attractive markets.

Mr. Miller explains that the LEK's services are not duplicative
of services being rendered by other professionals, including
Seabury Group, LLC.  "LEK's work is focused on broad strategic
issues in the airline industry and is not related to aircraft
financing, the Debtors' finances or other day-to-day
restructuring work being performed by the Seabury Group, LLC
and other retained professionals."

LEK will charge the Debtors for professional fees at $77,000 per
week or $924,000 total for the 12-week duration required.  Any
professional time incurred beyond the base team will either be
billed on a per diem basis or negotiated as projects needs
evolve.

The LEK will also charge the Debtors for direct out-of-pocket
expenses and variable costs.

The Debtors agree to indemnify and hold harmless LEK, together
with its affiliates and their members, managers, officers,
directors, partners, employees and agents, from any claims,
liabilities, losses and damages related or rising from this
engagement, unless the claims, liabilities, losses, or damages
are finally judicially determined to have been the result of
LEK's bad faith or gross negligence.

Dan McKone, LEK's vice president, attests that the firm is
disinterested as that term is defined pursuant to Section 101(14)
of the Bankruptcy Code.

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 34; Bankruptcy Creditors' Service, Inc.,
215/945-7000).


NORTHWESTERN CORP: Posts $2.4MM Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
NorthWestern Corporation dba NorthWestern Energy reported
financial results for the quarter ended June 30, 2006.

NorthWestern reported a consolidated net loss of $2.4 million for
the three months ended June 30, 2006, compared with a $3.9 million
net loss reported for the same period in 2005.

Consolidated revenues for the three months ended June 30, 2006,
were $232.2 million, a decrease of 6.8%, compared with $249.4
million reported in the same period in 2005.

"The second quarter of 2006 has been a momentous one for
NorthWestern.  We reached a definitive agreement to be acquired by
BBI, in a transaction that will have extraordinary results for our
shareholders, customers and employees.  In July we signed a seven-
year power purchase agreement with PPL Montana beginning July 1,
2007 at a significant discount to current market rates," Mike
Hanson, president and chief executive officer, said.

"This contract is good for our customers and the communities we
serve and allows us the flexibility to pursue more permanent and
longer-term electric supply options we feel are in the best
interest of our customers."

Results from continuing operations for the three months ended
June 30, 2006, were losses of $2.8 million compared with income
from continuing operations of $6.4 million in the same period in
2005.  This decrease resulted primarily from acquisition-related
costs, higher professional fees and reduced margins, offset by a
gain on the sale of a partnership interest in oil and gas
properties and reduced interest expense.

For the six months ended June 30, 2006, NorthWestern reported
consolidated net income of $18.6 million, which is an increase of
$3.6 million, or 24%, from the $15 million reported in the first
half of 2005.  For the six months ended June 30, 2006,
NorthWestern reported consolidated net income from continuing
operations of $18.2 million, which is a decrease of $6.6 million
from the $24.8 million reported in the first half of 2005.

For the first six months of 2006, revenues were $593.7 million, an
increase of 1.6%, compared with $584.5 million in of the same
period in 2005.

As of June 30, 2006, cash and cash equivalents were $3 million
compared with $2.7 million at Dec. 31, 2005.  Availability under
the revolving credit facility was $141.4 million as of
June 30, 2006 compared with $91.4 million as of Dec. 31, 2005.

Cash provided by continuing operations totaled $96.4 million
during the six months ended June 30, 2006, compared with
$132.9 million during the six months ended June 30, 2005.

Cash used by investing activities included additions to property
plant and equipment totaling $45.3 million during the six months
ended June 30, 2006, compared with $31.6 million during the six
months ended June 30, 2005.

Cash used in financing activities included debt payments totaling
$41.6 million during the six months ended June 30, 2006, compared
with $37.5 million during the six months ended June 30, 2005.

The Company also paid dividends of $22 million during the six
months ended June 30, 2006, compared with $15.7 million during the
six months ended June 30, 2005.

                       2006 Earnings Outlook

The Company had previously forecasted a basic earnings per share
from continuing operations of between $1.70 and $1.90 for the year
ending Dec. 31, 2006 and excluded the impacts from non-ordinary
course litigation and costs related to the strategic review
process.

Due to the proposed transaction to sell the Company, NorthWestern
incurred approximately $8.5 million in acquisition-related costs
during the six months ended June 30, 2006.  The Company estimates
additional acquisition-related costs ranging between $5 million
and $10 million will be incurred during the remainder of 2006.
Portions of these costs are not tax deductible, magnifying the
impact to the Company's financial results.  In addition, the
Company incurred professional fees of approximately $3.4 million
associated with shareholder litigation.

As a result of these matters and the financial results for the six
months ended June 30, 2006, the Company expects to report basic
earnings per share from continuing operations to range between
$1.50 - $1.70 for the year ending Dec. 31, 2006.

                           Merger Update

On April 25, 2006, Northwestern announced that a definitive
agreement had been reached with Babcock & Brown Infrastructure
Limited, an infrastructure investment company listed on the
Australian Stock Exchange, under which BBI will acquire
NorthWestern Corporation in an all-cash transaction at $37 per
share.  Based upon the number of shares outstanding on April 25,
2006, the transaction is valued at approximately $2.2 billion,
including the assumption of outstanding debt.  The transaction is
conditioned upon approval by the shareholders of NorthWestern,
receipt of a number of federal and state regulatory approvals, and
satisfaction of other customary closing conditions.

In order to obtain the appropriate approvals NorthWestern and BBI
submitted filings during the second quarter of 2006 to the MPSC,
Nebraska Public Service Commission, South Dakota Public Utilities
Commission, and the Federal Energy Regulatory Commission and has
received procedural schedules from the state commissions.

With respect to the NPSC a decision approving the transaction is
expected by October 2006.  The SDPUC expects to make a decision on
whether or not it has jurisdiction to approve the sale in October
2006.  A decision regarding approval from the MPSC is not expected
until the second quarter of 2007.  NorthWestern expects a decision
from FERC prior to the end of the year.

In addition, a voluntary notification filing under Exon-Florio was
submitted to the Committee on Foreign Investments in the United
States and approved on July 31, 2006.  NorthWestern anticipates
submitting the required filings with the US Federal Trade
Commission and the US Department of Justice under the Hart-Scott-
Rodino Antitrust Improvement Act of 1976 and the Federal
Communications Commission within the next few months.

The transaction is expected to be completed in 2007.  Upon
closing, NorthWestern's common stock will cease to be publicly
traded.

                     About NorthWestern Energy

Headquartered in Sioux Falls, South Dakota, NorthWestern Energy
(NASDAQ:NWEC) -- http://www.northwesternenergy.com/-- provides
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 628,500 customers in Montana, South Dakota
and Nebraska.

                           *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's Investors Service affirmed the ratings of NorthWestern
Corporation.  The rating outlook for Northwestern remains
positive.  Moody's also affirmed NOR's other ratings, including
its senior secured debt of Ba1, senior unsecured debt of Ba2 and
its SGL-2 liquidity rating.

As reported in the Troubled Company Reporter on April 28, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'BB+' corporate credit rating on NorthWestern
Corp. to negative from developing.


OLD SOUTH: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Old South Golf Plantation, LLC
        2451 Cumberland Parkway, Suite 3112
        Atlanta, GA 30339

Bankruptcy Case No.: 06-69477

Chapter 11 Petition Date: August 4, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Russell S. Bogue, III, Esq.
                  DLA Piper Rudnick Gray Cary
                  2800 One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, GA 30309-3450
                  Tel: (404) 736-7802
                  Fax: (404) 682-7802

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
International Metropolitan       Loan and              $500,000
Holding                          Damage Claim
2451 Cumberland Parkway          (may constitute
Suite 3112                       insider)
Atlanta, GA 30339
Tel: (770) 333-0424

Colonial Capital Funding         Loan                  $250,000
Group, Inc.
4607 Downman Road, Suite 1012
New Orleans, LA 70126

Rodney Sampson                   Loan and              $250,000
2451 Cumberland Parkway          Damage Claim
Suite 3112                       (may constitute
Atlanta, GA 30339                insider)

Stuckey Law Offices              Attorney Fees          $13,500
P.O. Box 1755
123 Meeting
Charleston, SC 29402-1755

Alston & Bird LLP                Attorney Fees          Unknown
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424
Attn: Mark Duedall, Esq.
Tel: (404) 881-7000


ORTHOFIX INTERNATIONAL: S&P Places BB- Rating on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'BB-' corporate credit rating for Netherlands
Antilles-based Orthofix International N.V. to negative from
positive.

"The CreditWatch revision reflects our concerns with the company's
agreement to acquire spinal implant and biologic company lackstone
Medical Inc. for $333 million," explained Standard & Poor's credit
analyst Jesse Juliano.  "The company will use term debt to finance
this acquisition, which will significantly weaken its financial
risk profile.  Also, we remain concerned with the integration
risks associated the relatively large acquisition, including the
ability of Orthofix to compete directly with larger companies like
Medtronic Inc.  We plan to meet with management to further discuss
the acquisition and ensuing capital structure, and expect to
resolve the CreditWatch listing within a few months."

The rating on Orthofix was previously on CreditWatch with positive
implications, recognizing the progress that the company had made
in improving its credit profile by repaying debt.  Despite
Orthofix's impressive debt repayment, Standard & Poor's remained
concerned with the potential for large debt-financed acquisitions,
and we were waiting to discuss the company's growth strategy with
management before reviewing our rating for a potential upgrade.
Given the announced Blackstone Medical acquisition, a higher
rating is no longer possible in the near term.  Because the rating
will now be either affirmed or lowered upon resolution of the
CreditWatch listing, the implications were revised to negative.


OVERSEAS SHIPHOLDING: Moody's Holds Ba1 Sr. Unsecured Debt Rating
-----------------------------------------------------------------
Moody's Investors Service affirmed the debt ratings of Overseas
Shipholding Group, Inc.'s Senior Unsecured at Ba1.  The outlook
has been changed to stable from negative.

The ratings reflect OSG's leading market position as an
operator of one of the world's largest tanker fleets.  OSG derives
approximately 75% of revenue from transporting crude oil at spot
market rates.  The high recent market rates have produced
cyclically strong financial results for OSG.  With EBIT margins of
about 40%, Debt of about 3x and EBIT of almost 4x, OSG's metrics
are consistent with its Ba1 debt ratings when applying Moody's
methodology for the Global Shipping industry.

The company has repaid a substantial portion of the debt incurred
from the February 2005 acquisition of Stelmar Shipping Ltd. and
reported debt is down from the pre-acquisition levels.  However,
OSG increased the number of vessels chartered-in over this time
and entered into large sale transactions for other vessels,
resulting in a moderate increase in indebtedness with almost no
change in leverage.  The ratings consider the highly cyclical
nature of the shipping sector and anticipate a modest weakening of
the credit metrics as shipping rates normalize over time.

In addition, OSG's fleet growth, expected to be financed by
charter-in agreements, could increase future leverage,
particularly during a cyclical trough in tanker rates.
Recognizing the sharp shipping cycles and the planned fleet
growth, OSG maintains strong liquidity, which supports the
ratings.  The ratings are also constrained by the yet to be
resolved investigation and recent indictment by the U.S.
Department of Justice regarding alleged violations concerning
maintenance of books and records with respect to the handling
of waste oils on some of the company's vessels.

The change in outlook to stable from negative reflects Moody's
view that demand for OSG's shipping services is likely to remain
solid over the next 12 to 18 months. World demand for crude oil
and refined products is strong and, working to OSG's advantage,
there are longer ton-mile trades due to continuing demand in the
Far East and geographic imbalances between refinery capacity and
end use markets.  The stable outlook also considers that
approximately 25% of OSG's revenues are under time charters
averaging three years. OSG is expected to maintain strong
liquidity through cash on hand, the Capital Contribution Fund, and
a large, long term revolving credit facility, which is undrawn at
this time.

The ratings could be downgraded if Debt is sustained above 4x,
or if EBIT falls below 3x. Downward rating pressure could also
result if OSG completes a significant debt-financed acquisition
which weakens the credit metrics for a sustained period of time,
if it undertakes a more expansive charter-in fleet growth
strategy, or if lower rates take hold resulting in sustained
negative free cash flow.  Favorable rating action could result
if Debt is sustained below 2x while EBIT is sustained above 5x.  A
change in the chartering strategy resulting in a significant
reduction of the company's exposure to the spot market, by fixing
at least 50 percent of the crude carriers on long-term time
charters, would likely change OSG's risk profile and could provide
the impetus for an upgrade.

Outlook Actions:

Issuer: Overseas Shipholding Group, Inc.

   Outlook, Changed To Stable From Negative

Overseas Shipholding Group, Inc., is a global leader in the
independent bulk shipping industry, engaged primarily in the ocean
transportation of crude oil and petroleum products.


PATRON SYSTEMS: Stockholders Approve 1-for-30 Reverse Stock Split
-----------------------------------------------------------------
Patron Systems, Inc., disclosed that its stockholders approved the
1-for-30 reverse stock split of the Company's common stock.

The decision to affect the reverse split, the Company disclosed,
was made to improve its capital structure and make its stock more
attractive to a broader group of investors, including new analysts
and institutional investors.

               Election of a New Board of Directors

The Company further disclosed that its stockholders also elected a
new three-person board consisting of Braden Waverley, the
Company's chief operating officer to serve until the 2008 annual
meeting, Robert Cross to serve until the 2007 annual meeting, and
George Middlemas to serve until the 2009 annual meeting.

                       Stock Incentive Plan

The Company's stockholders also approved the establishment of the
Company's 2006 Stock Incentive Plan.  This stock option plan will
be established with 5.6 million shares of the Company's common
stock.

                       About Patron Systems

Headquartered in Boulder, Colorado, Patron Systems, Inc.
(OTCBB: PTRS) -- http://www.patronsystems.com/-- offers
integrated enterprise email and data security and enforceable
compliance.  The Company's suite of Active Message Management(TM)
products addresses eform creation, capture, sharing, and manages
data in an industry standard format as well as providing solutions
for mailbox management, email policy management, email retention
policies, archiving and eDiscovery, proactive email supervision,
and protection of messages and their attachments in motion and at
rest.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm pointed to the Company's net
losses incurred since its inception, its working capital
deficiency and the numerous litigation matters it is involved.


PATRON SYSTEMS: Board Terminates Liabilities Restructuring Program
------------------------------------------------------------------
Patron Systems, Inc.'s Board of Directors has terminated its
Creditor and Claimant Liabilities Restructuring Program.

The Company's board of directors disclosed that debts, claims and
other liabilities totaling $29,592,756 have been settled for
36,990,946 shares of Series A-1 Preferred Stock.  The Company also
disclosed that it settled claims totaling $382,584 for $12,140.
The total of all claims settled represents 94.1% of the eligible
claims.

Robert Cross, chief executive officer, said, "We are pleased that
our creditors have joined with the Patron stockholders to help put
Patron back on a firm financial footing.  This program has
successfully restructured our balance sheet and provided Patron
with the ability to continue to grow and develop its products and
business in the Active Message Management market.  We believe that
we have competitive, market leading products offered in a market
area with high growth potential.  With the restructured balance
sheet that the liabilities restructuring program has provided, we
will be able to further finance the growth of our business."

                       About Patron Systems

Headquartered in Boulder, Colorado, Patron Systems, Inc.
(OTCBulletin Board: PTRS) -- http://www.patronsystems.com/--  
offers integrated enterprise email and data security and
enforceable compliance.  The Company's suite of Active Message
Management(TM) products addresses eform creation, capture,
sharing, and manages data in an industry standard format as well
as providing solutions for mailbox management, email policy
management, email retention policies, archiving and eDiscovery,
proactive email supervision, and protection of messages and their
attachments in motion and at rest.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Patron
Systems, Inc.'s ability to continue as going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The accounting firm pointed to the Company's net
losses incurred since its inception, its working capital
deficiency and the numerous litigation matters it is involved.


PEGASUS SATELLITE: Trust Can Sell Broadcast Unit for $55.5 Mil.
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Maine allowed the
Liquidating Trustee for The PSC Liquidating Trust -- the
successor-in-interest to Pegasus Satellite Communications, Inc.,
and its debtor-affiliates -- to sell Pegasus Broadcast Television
and its related broadcast operations to CP Media, LLC, MPS
Media of Portland, LLC, MPS Media of Scranton, LLC and MPS
Media of Tallahassee, LLC for an aggregate purchase price of
$55.50 million.

The final purchase price represents an increase of $3.75 million
(net of overbid protection fee and expense reimbursement
obligations to be paid to stalking horse bidder) over the stalking
horse bid previously received by the Trust for the television
broadcast business.

CP Media is a private investment firm led by Charles E. Parente,
John Parente and Frank M. Henry.

Final closing remains subject to the approval of the Federal
Communications Commission.  The Liquidating Trustee expects that
the sale will close during the fourth quarter of 2006.

Miller Buckfire & Co., LLC, represented the Trust as its
investment banker and Akin Gump Strauss Hauer & Feld, LLP and
Lowenstein Sandler, PC, represented the Trust as counsel.

                 About The PSC Liquidating Trust

The PSC Liquidating Trust -- http://www.psc-trust.com/-- was
established by order of the Bankruptcy Court for the District of
Maine, pursuant to the First Amended Joint Chapter 11 Plan of
Pegasus Satellite Communications, Inc. and its related direct and
indirect subsidiaries.  The Plan became effective on May 5, 2005.
In accordance with the terms of the Plan, the purpose of the Trust
is to maximize the value of certain of the Debtors' assets, to
evaluate and pursue, if appropriate, rights and causes of actions,
as successor to and representative of the Debtors' estates in
accordance with section 1123(b)(3)(B) of the Bankruptcy Code, and
to make distributions to its beneficiaries.

The Trust is not a public reporting entity and has no reporting
requirements other than those specifically provided for in the
Plan.  The Liquidating Trustee has provided the information on the
website only as an accommodation to beneficiaries of the Trust.
The Trust maintains offices in Bala Cynwyd, Pa., and Jackson,
Miss. The Liquidating Trustee maintains offices in New Rochelle,
N.Y.

                     About Pegasus Satellite

Headquartered in Bala Cynwyd, Pennsylvania, Pegasus Satellite
Communications, Inc. -- http://www.pgtv.com/-- is a leading
independent provider of direct broadcast satellite (DBS)
television.  The Company, along with its affiliates, filed for
chapter 11 protection (Bankr. D. Maine Case No. 04-20889) on
June 2, 2004.  Larry J. Nyhan, Esq., James F. Conlan, Esq., and
Paul S. Caruso, Esq., at Sidley Austin Brown & Wood, LLP, and
Leonard M. Gulino, Esq., and Robert J. Keach, Esq., at Bernstein,
Shur, Sawyer & Nelson, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed $1,762,883,000 in assets and
$1,878,195,000 in liabilities.  The Company emerged from
bankruptcy on May 5, 2005.


PLAINS EXPLORATION: Inks $865M Occidental Petroleum Merger Accord
-----------------------------------------------------------------
Plains Exploration & Production Company and certain of its
subsidiaries have entered into a definitive purchase and sale
agreement with certain subsidiaries of Occidental Petroleum
Corporation to sell PXP's non-strategic oil & gas properties
located primarily in California and Texas for $865 million in
cash.

The sale encompasses the entirety of PXP's previously announced
divestment program including PXP's interests in the Asphalto,
Buena Vista and Mt. Poso Fields in the San Joaquin Valley, the
Sansinena Field in the Los Angeles Basin, the Pakenham Field in
West Texas and various minor properties.  The properties currently
generate sales volumes, net of exchange related natural gas
volumes, of approximately 7,200 barrels of oil equivalent per day.
As of December 31, 2005, PXP's independent reserve engineers
estimated these producing properties had proven reserves of
approximately 45 million equivalent barrels. The transaction
effective date is October 1, 2006 and is expected to close on or
before September 30, 2006.

"The significant interest by multiple parties in these non-core
properties highlights the premium value of PXP's assets that we
continue to produce and to develop during this unprecedented
petro-economic cycle.  This quickly executed divestment allows us
to accelerate our realignment of personnel and management
responsibilities on our remaining properties that have growth
potential for the next several years.  This sale, reflecting a
significant premium to PXP's net enterprise value per proven
barrel of oil equivalent, is an important part of our on-going
strategy to capture asset values currently unrecognized by the
equity markets. We intend to use the proceeds for debt reduction
and to continue repurchasing shares," said James C. Flores, PXP's
Chairman, President and Chief Executive Officer.

Lehman Brothers and Randall & Dewey, a division of Jefferies &
Company, assisted PXP in the sales process.

Headquartered in Houston, Texas, Plains Exploration & Production
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil
and gas company primarily engaged in the upstream activities of
acquiring, exploiting, developing and producing oil and gas in its
core areas of operation: onshore and offshore California, West
Texas and the Gulf Coast region of the United States.

                         *     *     *

As reported in the Troubled Company Reporter on May 29, 2006,
Standard & Poor's Ratings Services held its 'BB' corporate credit
rating on Plains Exploration & Production Co. on CreditWatch with
negative implications.

Moody's Investors Service placed Plains Exploration & Production's
ratings under review for downgrade in April 2006.  Plains
Exploration holds Moody's Ba2 Corporate Family Rating.  The
Company's senior unsecured debt holds Moody's Ba2 rating; and
senior subordinated debt a Ba3 rating.


PREFERREDPLUS TRUST: S&P Cuts Rating on $31.2MM Certs. to B+
------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on the $31.2
million corporate bond-backed certificates issued by PreferredPLUS
Trust Series CTR-1 to 'B+' from 'BB' and removed it from
CreditWatch, where it was placed with negative implications on
July 24, 2006.

The downgrade reflects the Aug. 4, 2006, lowering of the rating on
the underlying securities, the $31.2 million 8.00% notes due
Dec. 15, 2019, issued by Cooper Tire & Rubber Co., and its
subsequent removal from CreditWatch negative.

PreferredPLUS Trust Series CTR-1 is a swap-independent synthetic
transaction that is weak-linked to the underlying collateral, the
$31.2 million Cooper Tire & Rubber Co. 8.00% notes.


PSI TECHNOLOGIES: SGV Raises Going Concern Doubt Over 2004 Results
------------------------------------------------------------------
PSi Technologies Holdings, Inc., disclosed that its financial
statements for the year ended Dec. 31, 2004, contained in its
Annual Report on Form 20-F/A for the year ended Dec. 31, 2004, as
filed with the Securities and Exchange Commission on July 24,
2006, included an audit report containing a going concern
qualification from SyCip Gorres Velayo & Co., its independent
public accounting firm.

SGV pointed to the Company's recurring losses from operations and
net capital deficiency.

The Company's loss from operations decreased by 38.7% from
$19.5 million in 2003 to $11.9 million in 2004, primarily due to a
47.3% decrease in operating expenses from $21 million in 2003 to
$11.1 million in 2004 brought about by reduction of impairment
losses on property, plant and equipment from $11.4 million in 2003
to $1.3 million in 2004.

Revenues increased 2.9%, from $76.9 million in 2003 to
$79.1 million in 2004, primarily due to the 3.7% increase in
average selling prices arising from the change in product mix
towards packages with higher selling prices.

The Company's balance sheet at Dec. 31, 2004, showed 42,072,341 in
total stockholders' equity, compared to a stockholders' equity of
$56,067,225 at Dec. 31, 2003.

A full-text copy of the Company's 2004 annual report is available
for free at http://researcharchives.com/t/s?f1b

                          About PSi Tech

PSi Technologies (NASDAQ: PSIT) -- http://www.psitechnologies.com/
-- is an independent semiconductor assembly and test service
provider to the power semiconductor market.  The Company provides
comprehensive package design, assembly and test services for power
semiconductors used in telecommunications and networking systems,
computers and computer peripherals, consumer electronics,
electronic office equipment, automotive systems and industrial
products.

As reported in the Troubled Company Reporter on July 25, 2006, PSi
Technologies, received a Nasdaq Staff Determination letter
indicating that the Company failed to submit Form 20-F for the
period ended June 30, 2006, as required by Marketplace Rule
4320(e)(12), and that its securities are subject to delisting from
The Nasdaq Small Cap Market.


PSI TECHNOLOGIES: Posts $2.6 Mil. Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
PSi Technologies Holdings, Inc., generated revenues for the second
quarter of 2006 of $20.7 million, a 6.3% sequential decrease
compared to $22.1 million in the previous quarter, and a 1.8%
increase compared to revenues of $20.4 million in the second
quarter of 2005.

All of the Company's revenues in the second quarter came from
Philippine operations as its Chengdu facility was closed effective
March 31, 2006.

Net loss was $1.9 million in the second quarter, a 26.5% decrease
versus $2.6 million in the previous quarter.

"The Company's revenues from its Philippine operations benefited
from strong demand trends on key product segments.  Furthermore,
the consolidation of sites is also expected to result to more
optimized capacity utilization and better operational
efficiencies," Arthur J. Young, Jr., chairman and chief executive
officer, said.

Cost of goods sold decreased at a 4.0% sequential rate, while
consolidated gross margins were 4.1% versus 6.4% in the previous
quarter and 1.3% in the same period last year.

Operating expenses were lower by 9.4% on a sequential basis to
$2.0 million in the second quarter versus $2.2 million in the
previous quarter and $2.5 million in the same period last year.
Operations realignment activities from administration and
marketing contributed to the majority of cost savings in operating
expenses.

EBITDA margin in the second quarter reached 11.7% or a total
amount of $2.4 million compared with 11.6% in the previous quarter
amounting to $2.6 million and 10.9% versus the same period last
year at $2.2 million.

Excluding a severance and liquidation charge related to the
discontinuation of China operations, net other expenses is lower
by $300,000 due to the foreign exchange gains incurred during this
quarter.  The interest expense and debt issuance cost and discount
amortization of the $4 million and $7 million senior subordinated
exchangeable notes issued in July 2003 and in June 2005 was
$560,000 which did not change versus the previous quarter.

Excluding the loss from discontinued operations in the previous
quarter, second quarter net loss was $1.9 million, compared with
$1.8 million in the previous quarter and a 30.3% decrease versus
$2.7 million in the same period last year.

Revenues for the first six months of 2006 totaled $42.9 million,
an 8.3% increase compared to $39.6 million in the same period last
year.

EBITDA margin for the first six months of 2006 reached 11.6% or a
total amount of $5 million compared with 9.1% in the same period
last year amounting to $3.6 million.

Cash and cash equivalents totaled $2.1 million in the second
quarter, compared to $3.0 million in the previous quarter.

New acquisitions in property, plant and equipment totaled
$2.1 million in the second quarter, mostly related to the purchase
of equipment to improve capacity bottlenecks to accommodate new
business.

On June 28, 2006, the Company sold land it owned not currently in
use to an unrelated company for $1.3 million.  The proceeds of the
sale were paid upon the execution of the contract on this date.

Total current liabilities declined by $700,000 to $35.3 million in
the second quarter from $36 million as of March 31, 2006.  The
decline in current liabilities is attributable to the prepayment
of $1.7 million in bank loans and trust receipts payable.
Consequently, total bank debt declined to $10.5 million versus
$12.2 million in the previous quarter.  The long-term liability
account of $3.6 million includes the carrying amount of the
Exchangeable Notes issued in July 2003 and June 2005, net of
discount representing the embedded conversion feature of the Note.

                         Business Outlook

"The order book of the Company's operations indicate continuous
growth for the coming quarters and we are committed towards
managing this growth and our operations towards further
operational improvements," Mr. Young said.

On June 19, 2006, the Company signed a Sales/Investment Agreement
with a major customer whereby the customer will load guaranteed
chips for one year on certain packages starting Q3 of 2006.  This
contract translates to an increase in revenue from this customer
from $28 million in 2005 to $40 million in 2006, an increase of
approximately 44%.  The contract provides price adder and
underutilization charge in case of shortfall on loading.  In turn
the Company has committed a total capital investment of
approximately $4 million.

The Company has also recently secured two financing facilities
with two major Philippine banks amounting to $13 million.  The
first $3 million was covered by a Revolving Promissory Note Line
Agreement while the terms and conditions of the $10 million
facility are currently being finalized.

                          About PSi Tech

PSi Technologies (NASDAQ: PSIT) -- http://www.psitechnologies.com/
-- is an independent semiconductor assembly and test service
provider to the power semiconductor market. The Company provides
comprehensive package design, assembly and test services for power
semiconductors used in telecommunications and networking systems,
computers and computer peripherals, consumer electronics,
electronic office equipment, automotive systems and industrial
products.

As reported in the Troubled Company Reporter on July 25, 2006, PSi
Technologies, received a Nasdaq Staff Determination letter
indicating that the Company failed to submit Form 20-F for the
period ended June 30, 2006, as required by Marketplace Rule
4320(e)(12), and that its securities are subject to delisting from
The Nasdaq Small Cap Market.


QUIGLEY COMPANY: Insurers Have Until September 6 to Object to Plan
------------------------------------------------------------------
The Honorable Stuart M. Bernstein of the U.S. Bankruptcy Court for
the Southern District of New York approved a stipulation further
extending to Sept. 6, 2006, at 4:00 p.m., Century Indemnity
Company, Insurance Company of North America, Highlands Insurance
Company, Central National Insurance Company of Omaha, and
OneBeacon Insurance Company's time to file objections to Quigley
Company, Inc.'s Third Amended Plan of Reorganization.

The Plan resolves Quigley's liability for all Asbestos PI Claims
by channeling them to the Asbestos PI Trust to be established on
the effective date.

In exchange for the consideration to be contributed by Pfizer Inc.
and Quigley to the Asbestos PI Trust pursuant to the terms of the
Plan, the Asbestos PI Trust will assume and be responsible for all
liability for Asbestos PI Claims and certain other obligations
associated with the Quigley Transferred Insurance Rights and the
Insurance Relinquishment Agreement.  All Asbestos PI Claims will
be determined and paid pursuant to the terms, provisions, and
procedures of the Asbestos PI Trust, the Asbestos PI Trust
Distribution Procedures, and the Asbestos PI Trust Agreement.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.


RC2 CORP: Moody's Lifts $154 Million Senior Loans' Rating to Ba2
----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of RC2 Corporation
to reflect the company's continued-strong operating and financial
performance, which should lead to further debt reduction and
credit metric improvement over the near-to-intermediate-term.  The
rating outlook is stable.  Moody's view of the company's near term
liquidity position remains good, as reflected in the affirmation
of RC2's Speculative Grade Liquidity Rating of SGL-2.

These ratings were upgraded:

RC2 Corporation:

   * To Ba2 from Ba3, $154 million senior secured credit facility
     consisting of a $100 million revolver, due 2008, and
     approximately $54 million term loans outstanding, due 2008.

   * To Ba2 from Ba3, Corporate Family Rating

The ratings outlook is stable.

Moody's previous rating action was the September 2004 first-time
ratings assignment after RC2's acquisition of The First Years and
debt refinancing.

RC2's debt ratings remain constrained by certain qualitative
factors that are particularly applicable to the toy industry,
including strong seasonality, susceptibility to fashion risk,
continued age compression, increased competition from newer
technologies, and sharp shifts in the popularity of certain toy
products.  The ratings are also constrained by RC2's limited size,
diversity and market share, as well as its limited track record
and concentrated customer base.  Benefiting the ratings are RC2's
strong organic growth trends, conservative balance sheet and
strong credit metrics.

Further upward rating pressure would require a continued
conservative approach to its financial policy and liquidity,
continued strong credit metrics, and a more established track
record in relation to integrating acquisitions and organic growth.
Downward pressure would stem from sizeable debt-financed
acquisitions, or if industry pressures begin to significantly
erode profitability and credit metrics.  Excessive shareholder
initiatives that lead to increased debt levels or reduced cash
flow could also pressure the rating.  More specifically, RC2's
debt ratings would likely be downgraded if EBITA margins were to
decline to below 13%, or if free cash flow-to-debt falls below
15%.

Headquartered in Oak Brook, Illinois, RC2 Corporation is a leading
designer, producer and marketer of innovative, high-quality toys,
collectibles, hobby and infant care products that are targeted to
consumers of all ages.  Revenue exceeded
$511 million in the LTM period ending June 30, 2006.


REFCO INC: Chapter 7 Trustee Wants Court to Confirm Authority
-------------------------------------------------------------
Albert Togut, the interim Chapter 7 trustee appointed to oversee
the liquidation of Refco, LLC's estate, asks the Hon. Robert Drain
of the U.S. Bankruptcy Court for the Southern District of New York
to confirm that his authority to operate Refco LLC's business
continues past Aug. 22, 2006, until terminated by further Court
order.

The Court authorized Mr. Togut, to operate the Chapter 7 Debtor's
business pursuant to Sections 721 of the Bankruptcy Code.  The
operation aims to, inter alia, consummate a sale of Refco LLC's
assets to Man Financial, Inc., and otherwise taking necessary
steps to wind down Refco LLC's business affairs.

The Bankruptcy Court entered a supplemental operating order on
March 27, 206, authorizing the Chapter 7 Trustee to:

   (i) permit customers to work out of open trading positions
       in any "Open Excluded Accounts";

  (ii) direct Man Financial to liquidate open trading positions
       in any Open Excluded Account; and

(iii) transfer account positions to a third party and take
       necessary actions to mitigate the estate's potential
       losses.

The Court also extended its express grant of qualified immunity
to any decisions and activities of the Chapter 7 Trustee.

Under an order allowing Refco LLC to assume and perform the
Acquisition Agreement, the Chapter 7 Trustee will provide certain
transition services to Man Financial for up to 270 days following
consummation of the Sale, which date falls on August 22, 2006.
This deadline will, among others, determine whether Man Financial
wants to take an assignment of various executory contracts and
nonresidential real property leases.

Moreover, the Chapter 7 Trustee states that he is responsible for
complying with the applicable provisions of the Commodity
Exchange Act and Title 17 of the Code of Federal Regulations,
including Part 190 - "Bankruptcy," promulgated by the Commodity
Futures Trading Commission.  These regulations impose numerous
obligations on the Chapter 7 Trustee with respect to customer
securities, property or other commodities contracts.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New York,
however, tells Judge Drain that numerous Sale-related tasks like
completing reconciliation and allocation of the Sale proceeds and
consummating various transactions related to the Sale still
remain to be completed.  In addition, the Chapter 7 Trustee has
not completed the wind-down of Refco LLC's business and
administration of its estate.

The Chapter 7 Trustee wants to make abundantly clear that the
Supplemental Operating Order was meant to expand and not limit the
Initial Operating Order.  The Chapter 7 Trustee asserts that the
clarification request will permit him to continue to fulfill his
obligations under the Sale Order, the Acquisition Agreement, the
CFTC regulations, and Subchapter IV of Chapter 7, which
obligations he likely could not satisfy without the authority
granted by the Operating Orders.

                          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).


REFCO INC: Files Amended Claimants List on Master Proof Filing
--------------------------------------------------------------
Refco, Inc., and its debtor-affiliates filed with the U.S.
Bankruptcy Court for the Southern District of New York an amended
list of claimants to which the Debtors extended benefits of an
agreed order concerning filing of master proofs of claim against
the Debtors, excluding Refco Capital Markets, Ltd., and Refco,
LLC.

A schedule of the Requesting Claimants as of July 21, 2006, is
available for free at http://ResearchArchives.com/t/s?eaa

The Court had authorized certain claimants asserting identical
claims against each of the Debtors other thanRefco Capital
Markets, Ltd., and Refco, LLC, to file a master proof of claim if
these requirements were met:

   (a) The proof of claim is filed in the bankruptcy estate of
       Refco Group Ltd, LLC., Case No. 05-60027.

   (b) The actual proof of claim form provides that the claim
       also applies to all RGL affiliates, except RCM and
       Refco, LLC.

Judge Drain ruled that the Master Proof of Claim will be deemed
to have been filed in the bankruptcy estates of each of the Other
Refco Debtors without further Court order, action, or undertaking
by a Requesting Claimant.

Nothing in the Order will prohibit any Requesting Claimant from
filing individual proofs of claim in lieu of a Master Proof of
Claim against each of the Other Refco Debtors.

The Debtors may, in their sole discretion, extend the benefits of
the Order to other claimants without further Court order at any
time before expiration of the July 16, 2006 Bar Date by having
their counsel sign a schedule referencing the Order and providing
the names of additional creditors who wish to be deemed a
Requesting Claimant.

                         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).


REYNOLDS AND REYNOLDS: Inks $2.8B Universal Computer Merger Pact
----------------------------------------------------------------
The Reynolds and Reynolds Company and Universal Computer Systems,
Inc., entered into a definitive agreement to merge their two
organizations to create the world's pre-eminent dealer services
company.

Under the terms of the agreement, holders of Reynolds' common
stock will receive $40 per share in cash.  The transaction is
valued at $2.8 billion, including the assumption of Reynolds'
debt.

The transaction is subject to approval by Reynolds shareholders
and regulatory clearances.  Reynolds' board members Richard H.
Grant III and Fin O'Neill, president and CEO, have agreed to vote
their shares in favor of the transaction.

The combined company will continue to be named The Reynolds and
Reynolds Company, with the products and services of both Reynolds
and UCS marketed under the Reynolds brand.  The UCS brand will be
discontinued. Reynolds will continue to have headquarters and
principal operations in Dayton, Ohio.

"Today is a great day for Reynolds," said Mr. O'Neill.  "We're
creating the world's pre-eminent dealer services provider by
leveraging the great product and strong technical capabilities of
UCS while continuing to build on Reynolds' relentless focus on
serving our customers.

"The transaction we are announcing . . . is consistent with the
objective Reynolds announced in July of delivering substantial
shareholder value," Mr. O'Neill said. "Our shareholders will
receive a substantial and immediate premium on their investment.

"The merger also creates a dealer services powerhouse that is
uniquely positioned to deliver the outcomes that dealers need to
succeed.

"As we go forward, we will continue to execute on our initiatives,
announced on July 21, to drive growth and productivity.  With this
merger, we will leverage UCS technology and build on Reynolds'
products and our legacy of serving dealers with dedication,
innovation and experience," Mr. O'Neill said.

O'Neill said that Reynolds is committed to protecting customers'
investments regardless of the platforms they are currently using,
including the 10,000 customers on the REYNOLDSYSTEM(TM).

Bob Brockman, UCS chairman and CEO, said, "Reynolds has
distinguished itself in the marketplace through its commitment to
helping dealers succeed in selling and servicing more cars and by
measuring its success by dealers' success.  We are proud to bring
forward our solutions to build on Reynolds' great tradition of
customer focus."

Reynolds was founded in Dayton as a business forms printing
company in 1866.  It began serving dealers in 1927 with
standardized accounting forms.  UCS was founded in Houston and
provides fully integrated dealership management systems solutions
to some of the largest dealerships in the United States.

"Meeting our customer commitments continues to be our top
priority," Mr. O'Neill said.  "We will integrate the two
organizations, putting the right resources against the right needs
to better serve our customers and grow our business.  Details on
how we will accomplish the integration will be determined as we
fully develop our plan.

"Associates at both companies will see new opportunities,
additional responsibilities, and professional challenges," he
said.

Reynolds expects to schedule a special meeting of its shareholders
during the fourth calendar quarter of 2006 to vote on the
transaction.

The transaction is being financed by a combination of equity
primarily from a group of investors led by the Goldman Sachs
Capital Partners, Vista Equity Partners, and others, with debt
provided by Deutsche Bank and Credit Suisse.

JPMorgan served as financial advisor to Reynolds and Reynolds, and
Wachtell Lipton Rosen and Katz served as its legal advisor.  UCS
was advised by Credit Suisse, and Skadden, Arps, Slate, Meagher &
Flom LLP served as its legal advisor.

                         About Reynolds

The Reynolds and Reynolds Company (NYSE: REY) --
http://www.reyrey.com/-- helps automobile dealers sell cars and
take care of customers.  Serving dealers since 1927, it provides
dealer management systems in the U.S. and Canada.  The Company's
award-winning product, service and training solutions include a
full range of retail Web and Customer Relationship Management
solutions, e-learning and consulting services, documents, data
management and integration, networking and support and leasing
services.  Reynolds serves automotive retailers and OEMs globally
through its incadea solution and a worldwide partner network, as
well as through its consulting practice.

                         *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service confirmed The Reynolds & Reynolds
Company's senior unsecured ratings at Ba1 and assigned a positive
rating outlook.


SILICON GRAPHICS: Will Remit Contract Surcharges for $75,000
------------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorizes Silicon Graphics, Inc.,
and its debtor-affiliates to remit:

    (i) $50,000 to the General Services Administration
        representing the Industrial Fund Fees collected from
        counterparties to their General Services Administration
        Multiple Schedule contracts; and

   (ii) $25,000 to the National Aeronautics and Space
        Administration representing the outstanding surcharges
        collected from counterparties to their Scientific &
        Engineering Workstation Procurement III contracts.

As reported in the Troubled Company Reporter on July 11, 2006, the
Debtors sought authority from the Court for to remit the amounts
they hold on account of the Industrial Fund Fees and Scientific &
Engineering Workstation Procurement Surcharges to the GSA and
NASA.

The contract surcharges currently held by the Debtors are not
property of the Debtors' estates and can, therefore, be remitted
to NASA and the GSA, as applicable, Shai Y. Waisman, Esq., at
Weil, Gotshal & Manges LLP, in New York, told Judge Lifland.
The Debtors do not have legal or equitable interest in the
Surcharges, he said.  The Debtors hold the Surcharges in
constructive trust.

Mr. Waisman explained that the Surcharges do not reflect payment
for goods or services rendered to the Debtors by the GSA and
NASA; instead, they are handling fees owed by the Debtors'
customers to the GSA and NASA.  In transmitting the fees, the
Debtors act merely as conduits on the customers' behalf.

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: Morgan Lewis Hires CRA Int'l as Consultants
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the request of Silicon Graphics, Inc., and its debtor-
affiliates to allow Morgan, Lewis & Bockius LLP to employ of CRA
International, Inc., as consultants, nunc pro tunc to the Debtors'
bankruptcy filing.

As reported in the Troubled Company Reporter on Jul 14, 2006, the
Debtors acknowledge that it is essential for Morgan Lewis, their
special intellectual counsel, to employ consultants because of the
nature of their operations and contemplated reorganization.

As consultants for Morgan Lewis', CRA will provide analysis,
advice, and an expert report, if necessary, with respect to the
valuation of certain patents held by the Debtors.  To the extent
litigation arises with respect to patent issues, CRA will analyze
and respond to testimony proffered and provide deposition or
expert testimony.

In exchange for its services, CRA will be paid based on its
customary hourly rates:

          Position                          Hourly Rate
          --------                          -----------
          Presidents and Vice Presidents    $400 to $815
          Principals                        $360 to $580
          Associate Principals              $300 to $460
          Senior Associates                 $250 to $400
          Consulting Associates             $225 to $310
          Associates                        $185 to $275
          Analysts                          $170 to $200
          Other Support                         $105

Jonathan D. Yellin, general counsel and vice president of the
firm, assured the Court that his firm is a "disinterested person"
as that term is defined in Section 101(14) of the Bankruptcy
Code, as modified by Section 1107(b) of the Bankruptcy Code.

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)


SOLUTIA INC: Court Extends Deadline to Remove Actions to Nov. 3
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended Solutia Inc. and its debtor-affiliates' deadline to
remove civil actions to Nov. 3, 2006.

As reported in the Troubled Company Reporter on July 25, 2006,
Jonathan S. Henes, Esq., at Kirkland & Ellis LLP, in New York,
asserts that the Debtors need more time to assess their numerous
civil actions pending in state or federal court.

Mr. Henes assures the Court that the rights of any party to the
civil actions will not be prejudiced by the extension since the
parties can seek to have the actions remanded.

The Debtors reserve their right to seek further extensions of the
time within which they may remove civil actions.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 66; Bankruptcy Creditors' Service,
Inc., 215/945-7000)


SPARTA COMMERCIAL: Needs Time to Complete FY 2006 Annual Report
---------------------------------------------------------------
Sparta Commercial Services, Inc., has experienced delays in
completing its audited financial statements for the fiscal year
ended April 30, 2006, and needs additional time to finalize its
financial statements in order to insure accurate reporting of its
financial condition and results of operations, as well as to
complete a review of its Form 10-KSB by its accountants and
attorneys.

Sandra L. Ahman, Vice President at Sparta, informs the Securities
and Exchange Commission that the Company will undertake the
responsibility to file the annual report no later than fifteen
days after its original date.

Headquartered in New York City, Sparta Commercial Services, Inc.
-- http://www.spartacommercial.com/-- is an internet-based
acceptance and leasing company dedicated exclusively to the
powersports industry, which includes motorcycles over 600ccs,
4-stroke all-terrain vehicles and select scooters.  The Company
provides a full line of financing solutions including retail
installment sales contracts and leases, as well as related
services including GAP coverage and vehicle service contracts.

From inception through April 30, 2005, the Company was in a
developmental stage period.  In fiscal year 2005, the Company
began to obtain regulatory approval in several states, prior to
commencing active operations.

At Jan. 31, 2006, the company's stockholders' equity deficit
widened to $2,763,288 from a $451,024 deficit at April 30, 2005.


THAXTON GROUP: Panel Wants to Recover $92 Million from Finova
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of The Thaxton
Group, Inc, and its debtor-affiliates' Chapter 11 cases wants to
recover over $92 million in post-bankruptcy payments made by the
Debtors to The Finova Group.

The Committee asks the U.S. Bankruptcy Court for the District of
Delaware to compel Finova to return to the estates:

       a) approximately $48.65 million paid by the Debtors
          pursuant to an order authorizing the sale of certain
          assets of Debtor Tico Credit Company;

       b) approximately $20.10 million paid under the November
          2003 final cash collateral order; and

       c) approximately $24 million paid pursuant to a settlement
          order between the Debtors, Finova and Thaxton Life
          Partners, Inc.

These payments were made to Finova with the agreement that Finova
would return the monies  in the event its secured claims are
disallowed.  The Debtors owed Finova $108 million as of Dec. 31,
2005, under a senior secured loan agreement.

                    Equitable Subordination

Through an Adversary Proceeding, the Committee sought, among other
things, to avoid or equitably subordinate Finova's liens and
claims against the Debtors because of Finova's involvement in the
Debtors' fraudulent subordinated note program.  The U.S. District
Court for the District of South Carolina handed down a partial
summary judgment in favor of the Committee's equitable
subordination plea.

Finova subsequently filed a motion for stay pending appeal with
the U.S. Court of Appeals for the Fourth Circuit.  On Aug. 1, 2006
the Fourth Circuit denied Finova's stay motion.

As a result of the summary judgment order , Finova's asserted
secured claims have been disallowed, its liens have been
transferred to the Debtors' estates and its remaining unsecured
claims have been subordinated to all other unsecured claims.

                        Committee's Stand

In light of the summary judgment order, the Committee tells the
Court that it would be imprudent to allow insolvent Finova to
continue to exercise any control over the payments.

The Committee argues that the only basis upon which the payments
were made to Finova was its assertion of a lien in all assets of
the estates, and the only justification for Finova to retain the
payments would be the validity of this lien.  The Committee
reminds the Court that final judgment has determined that Finova
holds no such lien.

                          About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.

                          About Thaxton

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


THERMADYNE HOLDINGS: Appoints Steven A. Schumm as EVP & CFO
-----------------------------------------------------------
Thermadyne Holdings Corp. named Steven A. Schumm, CPA, as its
executive vice president, chief administration officer and chief
financial officer.

"Steve brings more than 30 years of financial experience and
executive leadership to the Company," Paul D. Melnuk, chairman and
chief executive officer of the Company, said.

"We have benefited from Steve's financial and business savvy,
organizational support and expertise for the past four months
while he led the organization through its challenges relating to
its financial closing process and financial reporting compliance.
We are very pleased to welcome him to our company and our
executive leadership team."

Mr. Schumm was formerly the executive vice president, chief
financial officer of LaQuinta Corporation, a NYSE-traded lodging
services company recently acquired by Blackstone.  Before that, he
was with Charter Communications, a NASDAQ-traded
telecommunications company, for six years as executive vice
president, chief administration officer.

Mr. Schumm was also appointed Interim chief financial officer of
Charter with the termination of its chief financial officer and
the resignation of its chief operating officer.  He directed the
restatement and re-audit of its financial statements, the
resolution with the Securities and Exchange Commission of various
accounting method issues and the resolution with its lenders of
certain financial covenant issues.  Previously, he had a highly
successful 25-year career with Ernst & Young, LLP, reaching the
position of National Director of Industry Tax Services and St.
Louis Office Managing Partner.

                           New Director

Robert Moore, CPA, has recently joined Thermadyne as Director of
Accounting and Doug D'Aquila, CFE, has joined as Director of
Internal Audit.

Previously, Mr. Moore was with Charter Communications for five
years in the role of Vice President, Controller of Accounting
Operations.  He joined Charter Communications after an 18-year
career with Mallinckrodt where he held a number of senior
financial positions.

Before joining Thermadyne, Mr. D'Aquila was Director of Finance
for Panavision, Inc.  He has 25 years of increasing responsibility
in the area of internal auditing, including an extended
international assignment.

"Steve and I are working to hire a new Controller and a new
Director of Tax and expect to do so soon," Mr. Melnuk said.  "In
the meantime, with the combined experience of the current team and
the professional service firms that have supplemented our staff
for the past five months, we are positioned to execute our
business plan and deliver the necessary financial and
administrative support to the organization.  Over the longer term,
we are confident in Steve's ability to develop a high performing,
effective and efficient organization."

The Company has engaged the professional service firms of CBIZ,
MarketSphere Consulting, MPP&W, PricewaterhouseCoopers, and
Protiviti, to assist in upgrading information reporting and
accounting controls and processes, as well as to assist the
Company in the preparation of its accounting records and income
tax reports.

                         About Thermadyne

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(Pink Sheets: THMD) -- http://www.Thermadyne.com/-- is a global
marketer of cutting and welding products and accessories under a
variety of brand names including Victor(R), Tweco(R), Arcair(R),
Thermal Dynamics(R), Thermal Arc(R), Stoody(R), and Cigweld(R).
Its common shares trade under the symbol THMD.PK.

                          *     *     *

As reported in the Troubled Company Reporter on July 28, 2006,
Standard & Poor's Ratings Services lowered its ratings on
Thermadyne Holdings Corp., including its corporate credit rating
to 'CCC' from 'B-'.  The outlook remains negative.

THERMADYNE HOLDINGS: Moody's Junks $175 Million Sr. Notes' Rating
-----------------------------------------------------------------
Moody's Investors Service downgraded the corporate family rating
of Thermadyne Holdings Corporation from B2 to Caa1.   The rating
action concludes our review initiated on March 17, 2006, and
reflects Moody's concerns regarding:

   (1) the modest level of the Company's free cash flow
       generation given the significant working capital
       investment required to maintain reasonable levels of
       customer service,

   (2) the Company's liquidity, which relies heavily on its
       external sources and continues to be reduced by increased
       professional and other consent fees, and

   (3) the continued internal control deficiencies outlined in
       the auditor's report coupled with the high level of
       turnover in its finance department which raise concerns
       about the company's control environment, the reliability
       of its reported financial information as well as
       management's ability to accurately forecast results and
       control the business.

These ratings have been downgraded:

   * Corporate Family Rating from B2 to Caa1;

   * $175 million 9.25% senior subordinated notes, due 2014, to
     Caa2 from Caa1.

The outlook has been changed to negative.  Moody's does not rate
Thermadyne's senior secured debt.

In its review, Moody's focused on:

   (i) the impact of the price increases enacted in January on
       Thermadyne's operating margins,

  (ii) the Company's ability to successfully institute further
       price increases to offset any future inflation in raw
       material costs,

(iii) its success in reducing its investment in working capital,
       particularly its success in increasing inventory turns,

  (iv) its 2005 10-K filing and the accompanying auditor's
       report.

Moody's outlook is negative and centers to a large extent on
concerns relating to the Company's control environment.  Though we
have a generally favorable outlook for demand in Thermadyne's end-
markets, the control deficiencies outlined in the auditor's report
coupled with the Company's inability to date to convert generally
supportive end-market demand into increased profitability or cash
flow form the basis of our negative outlook.

Moody's believes that the Company's liquidity remains weak. As
of March 2006, the Company had $7.2 million of cash on hand and
approximately $21 million available under the borrowing base of
its $80 million revolving credit facility.  The next significant
bond interest payment is due in February 2007 and we believe it
likely that additional professional and consent fees may need to
be paid in 2006.  Though we believe it probable that Thermadyne
will have sufficient liquidity to meet its operational and
financial obligations over the next twelve months, deteriorating
operating performance, continued high working capital investment
and increased fees and expenses, among other things, could have a
material adverse impact on the Company's already weak liquidity.

Moody's previous rating action on Thermadyne was the March 17,
2006 placement of the Company on review for possible downgrade.

Headquartered in Chesterfield, Missouri, Thermadyne is a global
designer and manufacturer of cutting and welding products,
including equipment, accessories and consumables.  Its products
are used by manufacturing, construction and foundry operations
to cut, join and reinforce steel, aluminum and other metals.
Revenues for the twelve months ended March 31, 2006 totaled
approximately $481 million.


THERMA-WAVE INC: Modifies Agreements with Silicon Valley Bank
-------------------------------------------------------------
Therma-Wave, Inc., and Silicon Valley Bank entered into a Second
Modification to the Amended and Restated Loan and Security
Agreement, and Streamline Facility Agreement.

The Second Modification amends the Loan Agreement by:

   (a) extending the term of the loan facility through June 11,
       2008;

   (b) amending the minimum tangible net worth covenant; and

   (c) amending the minimum liquidity ratio.

The Company also disclosed that it was in breach of the tangible
net worth covenants contained in the loan agreement during the
month of May 2006, and a waiver was secured from Silicon Valley
Bank in connection with such breach.  As of June 30, 2006, the
Company is in compliance with the covenants.

A full text-copy of the amendments may be viewed for free at
http://ResearchArchives.com/t/s?f11

                         About Therma-Wave

Based in Fremont, California, Therma-Wave, Inc. (NASDAQ: TWAV)
-- http://www.thermawave.com/-- develops, manufactures and
markets process control metrology systems used in the manufacture
of semiconductors.  Therma-Wave offers products to the
semiconductor manufacturing industry for the measurement of
transparent and semi-transparent thin films; for the measurement
of critical dimensions and profile of IC features and for the
monitoring of ion implantation.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 20, 2006,
PricewaterhouseCoopers, LLP, in San Jose, California, raised
substantial doubt about Therma-Wave, Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended April 2, 2006.  The
auditor pointed to the Company's recurring net losses and negative
cash flows from operations.


TNS INC: S&P Affirms BB- Debt Ratings with Stable Outlook
---------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB-' corporate
credit and senior secured debt ratings on Reston, Va.-based TNS
Inc.  At the same time, Standard & Poor's removed its ratings on
TNS from CreditWatch, where they were placed with negative
implications on March 14, 2006, following announcements that the
company had received a proposal for a management buy-out (which
was rejected) and would explore strategic alternatives for the
purpose of enhancing shareholder value.  The outlook is stable.

"The ratings affirmation reflects the announcement that TNS'
special committee of the board of directors has concluded its
consideration of various shareholder initiatives and believes that
current alternatives, including the proposed sale to an
independent third party, undervalue TNS," said Standard & Poor's
credit analyst Ben Bubeck.  "The special committee has terminated
its active evaluation of strategic alternatives.  Currently strong
credit metrics provide a cushion against business risks in the
point-of-sale (POS) division, as well as room for moderate
potential future returns to shareholders."

The ratings on TNS reflect its narrow addressed market, declining
domestic POS business, significant customer concentrations, and
weakened profitability.  These factors are partially offset by a
solid market position in its addressed niche, prospects for
continued international expansion, and currently strong credit
metrics for the rating.

TNS provides private data communications networks for transaction-
oriented applications globally.  The company had approximately
$154 million of operating lease-adjusted debt as of June 2006.

Our outlook on TNS is stable.  Rating upside potential is limited
by TNS' narrow business profile and potential risks associated
with its ongoing international expansion.  However, downside risk
is limited by solid credit metrics for the rating and stable cash
flow generation.  A revision of the outlook to negative could be
the result of continued deterioration of profitability or a
renewed interest in shareholder initiatives, while a revision of
the outlook to positive could be a function of sustained
improvements to profitability coupled with continued execution on
international expansion over the longer term.


TRANSMONTAIGNE: Gets Required Consents to Amend Sr. Sub. Indenture
------------------------------------------------------------------
TransMontaigne Inc. received valid tenders and consents from
holders of $198,505,000 of its $200,000,000 aggregate principal
amount of notes in connection with its previously announced offer
to purchase and consent solicitation with respect to its 9-1/8%
Senior Subordinated Notes due 2010 (CUSIP No. 893934AB5 and ISIN
US893934AB55).  This represents approximately 99.25% of the
outstanding Notes, upon expiration of the consent solicitation at
5:00 p.m., New York City time, on Aug. 4, 2006.  Accordingly, the
requisite consents to amend the indenture for the notes as
proposed have been received.

On Aug. 4, 2006, the Company entered into the Third Supplemental
Indenture, which amended the Indenture to eliminate substantially
all of the restrictive covenants and certain events of default in
the manner set forth in the Offer to Purchase and Consent
Solicitation Statement dated July 24, 2006.

The Company also announced that the expiration date for the tender
offer has been extended from 11:59 p.m., New York City time on
Aug. 17, 2006, to 8:00 a.m., New York City time, on Sept. 1, 2006.
As a result, the new price determination date (the date the total
consideration payable to tendering noteholders will become fixed)
will be 2:00 p.m. EDT on Aug. 18, 2006, unless extended.

Except for the extension described, all of the terms and
conditions set forth in the Offer to Purchase and Consent
Solicitation Statement remain unchanged.  As previously announced,
the offer is being made in connection with the Company's
previously announced merger with a subsidiary of Morgan Stanley
Capital Group Inc. and remains subject to the satisfaction of
certain conditions, including the consummation of the merger.

TransMontaigne has engaged Morgan Stanley & Co. Incorporated to
act as the exclusive dealer manager and solicitation agent in
connection with the offer.  Questions regarding the offer may be
directed to:

         Morgan Stanley & Co. Incorporated
         800-624-1808 (US toll-free)
         212-761-5746 (collect)
         Attention: Jeremy Warren.

TransMontaigne Inc. (NYSE:TMG) -- http://www.transmontaigne.com/
-- is a refined petroleum products marketing and distribution
company based in Denver, Colorado with operations in the United
States, primarily in the Gulf Coast, Florida, East Coast and
Midwest regions.  The Company's principal activities consist of
(i) terminal, pipeline, tug and barge operations, (ii) marketing
and distribution, (iii) supply chain management services and (iv)
managing the activities of TransMontaigne Partners L.P.  The
Company's customers include refiners, wholesalers, distributors,
marketers, and industrial and commercial end-users of refined
petroleum products.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on TransMontaigne Inc. on CreditWatch with
developing implications.


TRANSMONTAIGNE INC: Sets Special Stockholders Meeting on Aug. 31
----------------------------------------------------------------
TransMontaigne Inc. disclosed that its board of directors has set
Aug. 31, 2006, for the special meeting of its stockholders called
to vote on TransMontaigne's merger with a subsidiary of Morgan
Stanley Capital Group Inc.

The Company further disclosed that it has filed definitive proxy
materials relating to the merger with the Securities and Exchange
Commission.

Upon completion of the merger each issued and outstanding share of
the Company's common stock will be converted into the right to
receive $11.35 in cash and it will no longer have common stock
quoted on the New York Stock Exchange.

TransMontaigne Inc. (NYSE:TMG) -- http://www.transmontaigne.com/
-- is a refined petroleum products marketing and distribution
company based in Denver, Colorado with operations in the United
States, primarily in the Gulf Coast, Florida, East Coast and
Midwest regions.  The Company's principal activities consist of
(i) terminal, pipeline, tug and barge operations, (ii) marketing
and distribution, (iii) supply chain management services and (iv)
managing the activities of TransMontaigne Partners L.P.  The
Company's customers include refiners, wholesalers, distributors,
marketers, and industrial and commercial end-users of refined
petroleum products.

                           *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Standard & Poor's Ratings Services held its 'B+' corporate
credit rating on TransMontaigne Inc. on CreditWatch with
developing implications.


TRIMARAN CLO: S&P Assigns BB Rating on $12 Mil. Class B-2L Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its preliminary
ratings to Trimaran CLO VI Ltd./Trimaran CLO VI (Delaware) Corp.'s
$283 million floating-rate notes due 2018.

The preliminary ratings are based on information as of Aug. 7,
2006.  Subsequent information may result in the assignment of
final ratings that differ from the preliminary ratings.

The preliminary ratings reflect:

   -- The expected commensurate level of credit support in the
      form of subordination to be provided by the notes junior to
      the respective classes and by the income notes and
      overcollateralization;

   -- The cash flow structure, which was subjected to various
      stresses requested by Standard & Poor's;

   -- The experience of the collateral manager; and

   -- The legal structure of the transaction, including the
      bankruptcy remoteness of the issuer.

                   Preliminary Ratings Assigned

       Trimaran CLO VI Ltd./Trimaran CLO VI (Delaware) Corp.

       Class                 Rating          Amount (mil. $)
       -----                 ------          ---------------
       A-1L                  AAA                       201.0
       A-1LR                 AAA                        25.0
       A-2L                  AA                         16.0
       A-3L                  A                          19.0
       B-1L                  BBB                        10.0
       B-2L                  BB                         12.0
       C-1 income notes      NR                         24.7

                          NR - Not rated


UNITED SURGICAL: Likely to Pay $163M in Sr. Sub. Note Tender Offer
------------------------------------------------------------------
United Surgical Partners International, Inc., and its subsidiary,
United Surgical Partners Holdings, Inc., disclosed the total
consideration to be paid in USPH's tender offer and consent
solicitation for USPH's outstanding 10% Senior Subordinated Notes
due 2011.

USPH had received, as of 5:00 p.m., New York City time, on
Aug. 7, 2006, tenders and consents from holders of $149.9 million
in aggregate principal amount of the Notes, representing
approximately 99.3% of the outstanding Notes, in connection with
the Offer.  In addition, USPI has entered into a new $200 million
term credit facility.

The consideration for each $1,000 principal amount of Notes
validly tendered and accepted for payment pursuant to the Offer
will be an amount equal to the total consideration specified in
this table:

                                                               Accrued
                                        Tender                   and
                   Reference   Fixed     Offer      Total      Unpaid
   Title of Notes    Yield    Spread     Yield  Consideration Interest
   --------------- --------- --------- --------- ------------ ---------
   10% Senior
   Subordinated
   Notes due 2011    5.179%    50 bps    5.679%    $1,063.67    $14.72

Pursuant to these terms, the total cost of the Offer, including
related expenses, is expected to be approximately $163 million.
The balance of the proceeds from the new credit facility will be
used to repay existing debt under USPI's revolving credit
facility.

The total consideration will be payable in respect of all Notes
accepted for payment that are validly tendered with consents
delivered and not validly withdrawn on or prior to 12:00 midnight,
New York City time, on Aug. 10, 2006.  The total consideration
includes the $30 consent payment originally intended to be payable
only in respect of Notes tendered on or prior to 5:00 p.m., New
York City time, on July 27, 2006, which date was extended to
12:00 midnight, New York City time, on Aug. 10, 2006.

In addition to the total consideration payable in respect of Notes
purchased in the Offer, Holdings will pay accrued and unpaid
interest up to, but not including, the respective payment date for
Notes purchased in the Offer.

On Aug. 8, 2006, Holdings intends to pay the total consideration
in respect of all Notes validly tendered and not validly withdrawn
prior to 5:00 p.m., New York City time, on Aug. 7, 2006.  On
Aug. 11, 2006, Holdings expects to pay the total consideration in
respect of all Notes validly tendered and not validly withdrawn
after 5:00 p.m., New York City time, on Aug. 7, 2006, and on or
prior to the Offer Expiration Date.

The Offer remains open and is scheduled to expire on the Offer
Expiration Date, unless extended or earlier terminated.  The Offer
has been made upon the terms and conditions set forth in the Offer
to Purchase and Consent Solicitation Statement, dated July 14,
2006, and the related Consent and Letter of Transmittal.

Any Notes not tendered and purchased pursuant to the Offer will
remain outstanding and the holders thereof will be subject to the
terms of the Indenture as modified by the Supplemental Indenture
even though they did not consent to the proposed amendments.

Bear, Stearns & Co. Inc. is acting as the Dealer Manager for the
tender offer and the Solicitation Agent for the consent
solicitation, and it can be contacted at (877) 696-BEAR
(toll-free). Requests for documentation should be directed to the
information agent:

          D.F. King & Co., Inc.
          (212) 269-5550 (for banks and brokers only)
          (800) 659-6590 (for all others, toll-free).

Based in Dallas, Texas, United Surgical Partners International
Inc. (NASDAQ: USPI) -- http://www.unitedsurgical.com/-- owns
interests or operates 104 surgical facilities.  Of the company's
101 U.S.-based surgery centers, 68 are jointly owned with not-for-
profit healthcare systems.  United Surgical also operates three
facilities in the United Kingdom.

                           *     *     *

As reported in the Troubled Company Reporter on July 25, 2006,
Moody's Investors Service assigned a rating of Ba2 to the
$200 million term loan B for USP Domestic Holdings, Inc., which is
a wholly-owned subsidiary of United Surgical Partners
International, Inc., the ultimate parent company.  Concurrently,
Moody's upgraded the corporate family rating of United Surgical
Partners Holdings, Inc., to Ba2 from B1 and moved it to Holdings.
Moody's also upgraded the rating on the $150 million senior
subordinated notes due 2011 at USPH to Ba3 from B3.  Moody's said
the rating outlook for Holdings has been changed to stable.


UTILITY CRAFT: Wants Until August 25 to File Schedules & Statement
------------------------------------------------------------------
Utility Craft, Inc., asks the U.S. Bankruptcy Court for the Middle
District of North Carolina to extend, until August 25, 2006, the
period within which it can file its Schedules of Assets and
Liabilities and Statement of Financial Affairs.

The Debtor reminds the Court that it has filed its Schedule A and
B but not any other schedules of its statement.

The Debtor says that it is currently using the services of Hale
Resource, Inc., and its president, Robert Hale, to assist in
compiling the information necessary for the filing of its
schedules and statements.  The Debtor discloses that aside from
providing the Debtor with a summary of its inventory and projected
cash needs, Mr. Hale has spent considerable time:

    * compiling the mailing matrix which includes over 1,500
      customers and a significant number of unsecured creditors;

    * updating the books and records;

    * handling customer cancellations and chargebacks; and

    * recording supplier credits.

The Debtor contends that it has only few employees remaining to
assist in completing the schedules and statement and doesn't have
sufficient funds on hand to retain the assistance of additional
help.

The Debtor says that Mr. Hale is anticipated to close out its
financial year ending July 19, 2006, so that the information
contained in the schedules will be accurate.  The Debtor relates
that the information is necessary for either an Official Committee
of Unsecured Creditors or a possible Chapter 7 Trustee to review
claims and pursue avoidance actions.

Headquartered in High Point, North Carolina, Utility Craft, Inc.,
dba Wood Armfield Furniture, specializes in manufacturing high
quality furniture and accessories.  The Company filed for chapter
11 protection on July 20, 2006 (Bankr. M.D. N.C. Case No. 06-
10816).  Christine L. Myatt, Esq., and J. David Yarbrough, Jr.,
Esq., at Nexsen Pruet Adams Kleemeier, PLLC, represent the Debtor.
Poyner & Spruill, LLP.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million and $10
million and debts between $10 million and $50 million.


VILLAJE DEL RIO: Files 2nd Amended Disclosure Statement in Texas
----------------------------------------------------------------
Villaje Del Rio Ltd. delivered a second amended disclosure
statement explaining its plan of reorganization to the U.S.
Bankruptcy Court for the Western District of Texas in San Antonio.

                    Implementation of the Plan

All cash necessary for the Debtor to make payments pursuant to the
Plan will be obtained from the sale of its real property and the
pursuit of litigation claims.

As the Debtor's representative, George Geis, Esq., at Hohmann,
Taube & Summers, LLP will guarantee payment of fees and expenses
for the prosecution of the Litigation Claims.  Fees and expenses
for pursuing the Litigation Claims is expected to exceed $200,000.

                       Treatment of Claims

Under the Amended Plan, each holder of an Allowed Class II
Priority Non Tax Claim will be paid in full pursuant to an
agreement between the Debtor and the claimant on the effective
date of the Plan.

Class III Priority Tax Claims will be paid in full, by equal
monthly payments of principal and interest of the Allowed Claim
over a period of five years, plus statutory interest as provided
in Section 1129(a)(9)(c) of the Bankruptcy Code.

The Class IV Claim of Colina Del Rio, L.P., if not subordinated,
will be paid from the net proceeds of the sale of the Property on
the 30th day following entry of a final, non-appealable judgment
in the adversary proceeding filed or to be filed against Colina.
Colina asserts a claim in excess of $20 million.

The Secured Claim of Mechanic's Lien holders will be paid from the
proceeds of sale to the extent that lien claim of Colina is
reduced and the proceeds of sale exceed the amount of any first
lien.  In the event the sale proceeds do not exceed the first
lien, the Mechanic's Lien claims will be treated under Class VII.

Holders of Allowed Convenience Claims or holders of Allowed
Unsecured Claims who elect to treatment under the Plan as
Convenience Class creditors will receive the lesser of their
Allowed Claim or the sum of $500 in full satisfaction of their
Allowed Claim within 60 days from the Effective Date.

Holders of Allowed General Unsecured Claim will have the right to
elect treatment as an Allowed Convenience Claim by making their
election for the treatment on their timely filed Ballot.
Otherwise, they will receive their pro rate share of proceeds from
the Litigation Claims.

Depending upon the extent of Mechanic's Lien claims, unsecured
claims range from $150,000 to $5 million.  The creditor may elect
treatment under the Allowed Convenience Class or treatment
under Class VII by designating the election on its Ballot timely
filed in the Debtor's case.  If no election is made, or if no
ballot is timely filed, Allowed General Unsecured Claims will be
paid under Class VII.

The Allowed Claim of George Geis will be paid with excess cash
flow available from the Debtor after all senior classes, if any,
are paid in full pursuant to the terms of the Plan.

Equity Interests in the Debtor will be unaffected by the Plan, but
Equity Interests will not receive any distribution on account of
the interests until all senior allowed claims are paid in full.

All Allowed Lease Cure Claims, equal to the monetary amount
necessary to fully cure any lease or executory contract of the
Debtor assumed under the Plan, will be paid pursuant to Section
6.6 of the Plan.

A full-text copy of Villaje Del Rio's Second Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060808213546

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


VTEX ENERGY: Reports Delay in 2006 Annual Report Filing
-------------------------------------------------------
Randal B. McDonald, the Chief Financial Officer of VTEX Energy,
Inc., informed the Securities and Exchange Commission that VTEX's
Form 10-KSB for the fiscal year ended April 30, 2006 could not be
filed on time without unreasonable effort and expense.

Mr. McDonald disclosed that certain third-party information
required to complete the annual report is not yet available and
VTEX needs additional time to gather this information.

                            About VTEX

VTEX Energy, Inc., explores for and produces oil and gas primarily
in Louisiana and Texas.  The company focuses on low-risk drilling
developments, recompletions, and workovers, and has estimated
proved preserves of 103,000 barrels of crude oil and 9.4 billion
cu. ft. of natural gas.

                        Going Concern Doubt

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, raised
substantial doubt about VTEX Energy, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended April 30, 2005.  The
auditor pointed to the company's significant losses from
operations, working capital deficiency, and additional funding
requirement.


WERNER LADDER: Hires Loughlin Meghji as Restructuring Consultants
-----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the District of Delaware to employ Loughlin Meghji +
Company as their restructuring consultants, nunc pro tunc at
June 12, 2006.

Loughlin Meghji will:

   (1) advise and assist the Debtors' management in analyzing and
       implementing all aspects of its operational turnaround
       plan, including:

       (a) expansion of their manufacturing facilities in Juarez,
           Mexico, customer-pricing strategies to improve
           performance, product strategies including SKU reviews,
           profitability analysis and procurement issues, and

       (b) corporate-wide expense management and reduction
           initiatives, vendor and other supplier issues and
           employee related matters;

   (2) monitor the progress being made to achieve the operational
       restructuring plan and report the results to management;

   (3) assist management in managing various projects and
       initiatives that are underway;

   (4) advise and assist management in developing the short-term
       business plans and financial forecasts in areas of sales
       plans by customer and product, manufacturing costs and
       efficiency improvements, working capital requirements and
       cash flow forecasts and analyses of various operating
       scenarios;

   (5) advise and assist management in preparing forecasts related
       to the Debtors' chapter 11 financing requirements,
       including preparing debtor-in-possession financing models,
       reviewing and developing chapter 11 operating assumptions,
       analyzing and quantifying potential customer and vendor
       issues;

   (6) advise and assist management in developing a long-term
       strategic business plan and financial forecast, including
       reviewing various operating alternatives and analyzing
       alternative operating scenarios, developing customer and
       product sales and margin plans, and assisting in presenting
       the plans to the Debtors' various constituents;

   (7) advise and assist management in all aspects of bankruptcy
       planning and preparation, including:

       (a) providing insight to the Debtors in developing cash
           flow budgets and first day pleadings,

       (b) working with the Debtors and their advisors to ensure a
           smooth transition into and out of chapter 11
           protection,

       (c) developing appropriate programs relating to retention,
           compensation and severance of key personnel, and

       (d) assisting management in the claims reconciliation
           process, advising the Debtors on various customer and
           supplier issues, and assisting management in employee,
           customer, vendor and creditor constituency
           communications; and

   (8) perform all other restructuring advisory services as may be
       requested by the Debtors.

James J. Loughlin, Jr., a principal of Loughlin Meghji, is one of
the lead professionals of the firm performing services to the
Debtors.  Mr. Loughlin stated that his firm received a $150,000
retainer, and professional fees incurred by the firm will be
capped at $250,000 per month.  Additionally, Loughlin will
receive a $500,000 value added fee upon completion of the
Debtors' restructuring.

Mr. Loughlin disclosed that the Firm's professionals bill:

               Professional          Hourly Rate
               -----------           -----------
               Partners                 $595
               Managing Directors    $475 - $575
               Directors             $375 - $450
               Associates            $295 - $350

Mr. Loughlin assured the Court that his firm is a disinterested
person as the term is defined in Section 101(14) of the
Bankruptcy Code, as modified by Section 1107(b).  The firm
represents no interest adverse to the Debtors and their estates,
Mr. Loughlin says.

The Honorable Kevin J. Carey also orders that:

  (1) the U.S. Trustee will retain all rights to object to the
      $500,000 value added fee based on the reasonableness
      standard in Section 330 of the Bankruptcy Code, provided
      however, that reasonableness will not be evaluated
      primarily on an hourly or length of case-based criteria;

  (2) the Debtors are authorized to indemnify Loughlin in
      accordance with the letter agreement dated Feb. 14,
      2005, as amended, and the Application, but not for claims
      arising from Loughlin's postpetition performance of any
      services other than the services provided in the agreement;

  (3) the Debtors are not obligated to indemnify or reimburse
      Loughlin for any claim or expense that is either judicially
      determined to have arisen primarily from Loughlin's gross
      negligence or willful misconduct, or settled prior to a
      judicial determination of Louglin's gross negligence or
      willful misconduct;

  (4) if before the earlier of the entry an order confirming a
      Chapter 11 plan and an order closing the Debtors' Chapter
      11 cases, Loughlin believes it is entitled to payment on
      account of the Debtors' indemnification and reimbursement
      obligations under the Letter Agreement, Loughlin must file
      a compensation application to the Court; and

  (5) the provision of the Letter Agreement regarding the
      limitation of the aggregate liability of Loughlin to the
      Debtors will be stricken.

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


WERNER LADDER: Can Employ Ordinary Course Professionals
-------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates obtained authority from the U.S. Bankruptcy
Court for the District of Delaware to retain the Ordinary Course
Professionals in the ordinary course of business without
submitting separate retention applications and the issuance of
orders approving the retention of each individual professional.

As reported in the Troubled Company Reporter on July 7, 2006,
prior to June 12, 2006, the Petition Date, the Debtors retained a
number of professionals who provided services that are important
to their day-to-day operations.  The Ordinary Course Professionals
provide services to the Debtors with regards to product liability
litigation, contract disputes, labor issues, employee benefits
and maintenance of intellectual property rights.

Retention of the Ordinary Course Professionals is essential to
avoid any disruption in the Debtors' day-to-day business
operations, Robert S. Brady, Esq., at Young, Conaway, Stargatt &
Taylor, LLP, in Wilmington, Delaware, tells the Court.

Since the amount of fees to be paid to the Ordinary Course
Professionals is relatively small, retention of the Professionals
will allow the Debtors to avoid any additional fees that would be
incurred by the Professionals in connection with preparing and
prosecuting numerous interim fee applications.

The Debtors assure the Court that:

  (1) each Ordinary Course Professional will have a $40,000
      monthly fee cap and all Ordinary Course Professionals will
      have a $150,000 total monthly fee cap;

  (2) none of the Ordinary Course Professionals represents any
      interest adverse to the Debtors or their estates; and

  (3) each Ordinary Course Professional will be required to file
      an affidavit of disinterestedness and copies of the
      affidavit will be served to the Debtors, the United States
      Trustee, the counsel to the agent for the Debtors'
      prepetition and postpetition secured lenders, and the
      Unsecured Creditors Committee's counsel.

The Ordinary Course Professionals to be retained by the Debtors
are:

   Professionals Providing Product Liability Advice
   ------------------------------------------------
   Arnett, Draper and Hagood
   Barr, Murman Tonelli Slother & Sleet, P.A.
   Barrett, Lazar & Lincoln, LLC
   Beason Willingham LLP
   Brown & James, P.C
   Butt, Thornton & Baehr, P.C.
   Campbell, Campbell, Edwards & Conroy
   Christian & Small, LLP
   Deutsch, Kerrigan & Stiles, LLP
   Dickie, McCamey & Chilcote, P.C.
   Ewbank & Byrom, P.C.
   Foliart, Huff, Ottaway & Bottom
   Gieger, Laborde & Laperouse, LLC
   Hall, Rodgers, Gaylord, Millikan & Croom, PLLC
   Hardin, Jesson & Terry, PLC
   Hoover Hull LLP
   Howd & Ludorf, LLC
   Koeller, Nebeker, Carlson & Haluck, LLP
   Lathrop & Gage L.C.
   Law Offices of David W. Kloss
   Law Offices of Robert Buckley
   Lee, Smart, Cook, Martin & Patterson, P.S., Inc.
   Lemons, Grundy & Eisenberg, P.C.
   Locke, Liddell & Sapp, LLP
   Mansour, Gavin, Gerlack & Manes Co., L.P.A.
   Melito & Adolfsen P.C.
   Murphy and O'Connor
   Nelson Mullins Riley & Scarborough, LLP
   Shaw, Terhar & LaMontagne LLP
   Stephenson & Dickinson
   Swift, Currie, McGhee & Hiers, LLP
   Vogel, Weir, Hunke & McCormick, Ltd.
   Watkins & Eager PLLC
   Wyatt, Tarrant & Combs, LLP

   Professionals Providing Various Services:
   -----------------------------------------

   Firm                                   Services
   ----                                   --------
   Ladas & Parry LLP                      Intellectual Property

   Schwartz, Ansel                        Intellectual Property

   Baker & McKenzie                       Intellectual Property,
                                          International and
                                          Commercial Tax

   Barr & Shaffer                         Workers' Compensation

   Cohen & Grigsby P.C.                   Corporate, Labor, Real
                                          Estate and Litigation

   Dryden, Margoles, Schimaneek & Wertz   Labor, Litigation and
                                          Product Liability

   Gibson, Dunn & Cruteher LLP            Corporate

   Howrey LLP                             CPSC, Administrative
                                          and Government

   Jones & Ayers, LLC                     Labor and Litigation,
                                          Workers' Compensation

   McDermott, Will & Emery LLP            Intellectual Property
                                          and Antitrust

   Schnader, Harrison, Segal & Lewis LLP  Labor and Litigation

   The Benefits Department                Benefits

   Tribler Orpett & Meyer, P.C.           Labor, Litigation and
                                          Product Liability

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   EUROMONEY
      Leveraged Finance
         Hotel Rey Juan Carlos I, Barcelona, Spain
            Contact: http://www.euromoneyplc.com/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 13-15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Regional Conference
         Hyatt Regency Resort & Spa
            Lost Pines, TX
               Contact: 870-760-7116 or http://www.turnaround.org/

September 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Kick-Off Reception
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

September 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BOK Review - Management
         Gardner Carton & Douglas, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 19-20, 2006
   STRATEGIC RESEARCH INSTITUTE
      2nd Annual Euro Distressed Debt Summit
         Le Meridien Parkhotel, Frankfurt, Germany
            Contact: http://www.srinstitute.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***