TCR_Public/060814.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 14, 2006, Vol. 10, No. 192

                             Headlines

1945 ROUTE 23: Case Summary & 40 Largest Unsecured Creditors
ABLE LABORATORIES: Chapter 11 Plan Effective as of August 9
ACANDS INC: Exclusive Plan-Filing Period Intact Until October 12
ACANDS INC: Has Until November 3 to Remove Civil Actions
ACRO BUSINESS: Section 341(a) Meeting Scheduled for September 7

ACRO BUSINESS: Gets Final Approval to Use M&I's Cash Collateral
AIRADIGM COMMS: Court OKs Disclosure Statement Over FCC Objection
AIRADIGM COMMS: Demands Rothschild Valuation from the FCC
ALERIS INTERNATIONAL: Board of Directors Okay Aurora Merger Pact
AMERISOURCEBERGEN: Board OKs New $750MM Share Repurchase Program

AMERUS GROUP: To Redeem Series A Perpetual Preferred Stock
AMKOR TECH: Delayed Form 10-Q Filing Cues S&P's Developing Outlook
ANDREW CORPORATION: Rejects CommScope Acquisition Proposal
ANDREW CORPORATION: Rejected Bids Prompt S&P's Negative Watch
ARCAP 2005-RR5: Fitch Affirms Low-B Ratings on Six Class Certs.

ASARCO LLC: Wants to File Employment Application Under Seal
ASARCO LLC: Hires RECON Real Estate as Broker for 3 El Paso Land
ASSOCIATED BRANDS: Posts $578,000 Net Loss for Period Ended July 1
ATLANTIS PLASTICS: S&P Cuts Ratings and Says Outlook is Negative
BANCORP FINANCIAL: Fitch Withdraws Rating on Class C Notes

BLEECKER STRUCTURED: S&P Cuts Ratings and Removes Negative Watch
BOWNE & CO: Earns $6.5 Million for Quarter Ended June 30
CAL-BAY INT'L: Board to Accelerate Foreign Delisting Program
CALLA PROPERTIES: Case Summary & Three Largest Unsecured Creditors
CARLTON COVE: Case Summary & 17 Largest Unsecured Creditors

CARRINGTON MORTGAGE: Fitch Rates $18.3 Million Certificates at BB+
CHARLES RIVER: Earns $25.7 Million in Period Ended July 1
CHARTERMAC: Earns $4.2 Million in Second Quarter 2006
CHARTERMAC: Centerbrook Financial Closes $175 Mil. Securitization
CHASE COMMERCIAL: Fitch Lifts Low-B Ratings on Four Class Certs.

CHENIERE ENERGY: Posts $3.6 Million 2006 Second Quarter Net Loss
CHESAPEAKE CORP: S&P Rates $125 Million Credit Facility at BB-
CINEMARK INC: Moody's Holds Junk Rating on Senior Unsecured Notes
CINEMARK USA: Moody's Holds B3 Rating on Senior Subordinated Notes
CITIZENS COMMS: Earns $101 Million in Quarter Ended June 30

CMS ENERGY: Moody's Upgrades Corp. Family & Senior Debt Ratings
COEUR D'ALENE: Invests $60 Million on San Bartolome Silver Mine
COMM 2004-LNB2: Fitch Holds Low-B Ratings on Six Classes
COMMSCOPE INC: Backs Out on Proposed Andrew Corp. Acquisition
CONSTELLATION BRANDS: Moody's Rates $500 Million Sr. Notes at Ba2

CT CDO: Fitch Affirms Low-B Ratings on Six Class Certificates
DA VINCI: Voluntary Chapter 11 Case Summary
DELPHI CORP: American Axle CEO Downplays Plan to Buy Delphi Parts
DELPHI CORP: Hires 290 Temporary Workers for Lockport Plant
DELTA PETROLEUM: S&P Junks Rating on $150 Million Senior Notes

DIVERSIFIED REIT: Fitch Holds Low-B Ratings on Three Class Notes
DIVERSIFIED REIT: Fitch Lifts Ratings on $13.64 Mil. Class Notes
DLJ COMMERCIAL: Fitch Cuts Rating on $9.7 Mil. Certificates to B-
DLJ COMMERCIAL: Fitch Holds Low-B Ratings on $20.2 Mil. Certs.
DPAC TECHNOLOGIES: Posts $296,000 Net Loss in 2006 Second Quarter

EAGLEPICHER HOLDINGS: Court OKs Adequacy of Environmental Trusts
EASYLINK SERVICES: Reports $18.9 Mil. in Revenues for Second Qtr.
EMCOR GROUP: Earns $16.9 Million in 2006 Second Quarter
FRIENDLY ICE CREAM: July 2 Balance Sheet Upside-Down by $139 Mil.
G-FORCE: Fitch Holds Low-B Ratings on Six Class Certificates

G-FORCE: Fitch Holds Low-B Ratings on $77.4 Mil. Class Certs.
GALLERIA INVESTMENTS: Files Disclosure Statement in N.D. Georgia
GENELABS TECHNOLOGIES: Posts $4 Mil. Net Loss in 2nd Quarter 2006
GS MORTGAGE: Fitch Holds B Rating on Class G Certificates
HEALTHTRONICS INC: Loan Paydown Prompts S&P to Hold BB- Rating

HIGHWOODS PROPERTIES: Credit Facility Upsized to $450 Million
HOWARD HUH: Case Summary & Largest Unsecured Creditor
ICOS CORP: June 30 Balance Sheet Upside-Down by $35.9 Million
IMMUNE RESPONSE: Raises $9.9 Mil. from First Tranche of Warrants
IMPERIAL PETROLEUM: Closes $13.6MM Asset Sale to Whittier Energy

INCO LTD: Gets CDN$86 Per Share All-Cash Buy Offer from CVRD
INFORMATION ARCHITECTS: Acquires Xtreme Outdoor Network
INFOUSA INC: To Acquire Opinion Research for $134.3 Million
INTEGRATED ALARM: Posts $6.4 Mil. Net Loss in 2006 Second Quarter
INTELSAT LTD: KPMG Replaces Deloitte as Independent Accountant

IPCS INC: Units Obtain Court Victory against Sprint Nextel
ITRON INC: Inks Pact with Gaylon to Sell Spokane Valley Facility
JAMES RIVER: Poor Performance Prompts S&P to Junk Rating
JERNBERG INDUSTRIES: PAC Entitled to Escrowed Insurance Premium
MACH ONE: Fitch Ups Rating on $8.8 Mil. Class K Certs. to BB+

MAIN LINE: Case Summary & 11 Largest Unsecured Creditors
MARSH SUPERMARKETS: Earns $1.12 Mil. for First Fiscal Quarter 2007
MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Class Certs.
MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Class Certs.
NBTY INC: S&P Upgrades Bank Loan Rating to BB+

NEWPARK RESOURCES: Moody's Rates New $150 Million Sr. Loan at B2
NORD RESOURCES: Gets Maturity Extension on $4.9 Mil. Secured Loan
NORTHSHORE ASSET: Furniture & Antique Auction Tomorrow, Aug. 15
NORTHWESTERN CORP: Posts $2.4 Mil. Net Loss in 2nd Quarter 2006
NRG ENERGY: Two Subsidiaries Commence $500 Million Stock Purchase

ODYSSEY RE HOLDINGS: Earns $202 Million in Quarter Ended June 30
ON SEMICONDUCTOR: Earns $67.5 Million in Second Quarter of 2006
ORION HEALTHCORP: Posts $480,000 Net Loss in 2006 Second Quarter
OVERSEAS SHIPHOLDING: Discloses Partnership with TransCanada
PARMALAT: Parma Court Approves Boschi's Composition of Creditors

PARMALAT: Court Allows Investors to File Third Amended Complaint
PAXAR CORP: Earns $14.6 Million in Second Quarter of 2006
PEOPLE'S CHOICE: Fitch Rates $19.06 Million Class Certs. at BB+
PICTURESQUE LLC: Case Summary & 20 Largest Unsecured Creditors
PRESCIENT APPLIED: Stockholders Gives Nod on TAK Settlement Pact

PROGRESS RAIL: Notes Redemption Prompts S&P to Withdraw Ratings
PSS WORLD: Good Performance Prompts S&P to Upgrade Ratings
QUANTA CAPITAL: In Talks with Lenders to Amended Credit Facility
QUIGLEY COMPANY: Plan Misses 75% 524(g) Acceptance Requirement
REFCO INC: Davidson Kempner Offering to Buy Refco Capital Claims

RENT-A-CENTER INC: To Acquire Rent-Way for $567 Million
RENT-WAY INC: Sells Assets to Rent-A-Center for $567 Million
RICHARD INFARINATO: Case Summary & 16 Largest Unsecured Creditors
RIGEL CORPORATION: Case Summary & 20 Largest Unsecured Creditors
RIVIERA HOLDINGS: IGE Proposal Cues S&P to Hold Developing Watch

ROYAL GROUP: Shareholders OKs $1.7 Billion Georgia Gulf Buy Offer
SATELITES MEXICANOS: Files for Chapter 11 Protection in New York
SATELITES MEXICANOS: Case Summary & 9 Largest Unsecured Creditors
SATELITES MEXICANOS: Files Plan and Disclosure Statement in NY
SEAGATE TECHNOLOGY: Board Okays $2.5 Billion Stock Repurchase

SECURE COMPUTING: Moody's Rates Proposed $110 Mil. Loans at B2
SECURE COMPUTING: S&P Rates Proposed $110 Million Loan at B
SENIOR HOUSING: Earns $12.6 Million in Quarter Ended June 30
SFG LP: Case Summary & 40 Largest Unsecured Creditors
SMITHFIELD FOODS: S&P Places BB+ Rating on Negative Watch

TANGER FACTORY: Unit Prices $130 Mil. Exchangeable Notes Offering
TENET HEALTHCARE: Posts $398 Million Net Loss in 2006 Second Qtr.
THE PANTRY: Earns $20.3 Million in Third Quarter Ended June 29
THERMADYNE HOLDINGS: Posts $31 Mil. Net Loss in Year Ended Dec. 31
U.S. STEEL: Earns $404 Million in Second Quater of 2006

UTILITY CRAFT: Creditors Meeting Scheduled for August 22
VESTA INSURANCE: First Meeting of Creditors Slated for Sept. 12
VESTA INSURANCE: John Centineo Asks Tex. Dist. Court to Lift Stay
WARNACO GROUP: Financial Restatement Prompts S&P's Stable Outlook
WEIGHT WATCHERS: Moody's Rates $850 Million Sr. Sec. Loan at Ba1

WENDY'S INT'L: Posts $29 Million Net Loss in 2nd Quarter of 2006
WILLIAMS COMPANIES: Posts $76 Mil. Net Loss in 2nd Quarter 2006
WINN-DIXIE: Wants to Assume 21 Employment-Related Contracts
WINN-DIXIE: Wants to Reject 98 Employment-Related Contracts
WORLDCLASS PROCESSING: Confirmed Plan Bars Allegations Against CIT

* Sheppard Mullin Hires Daniel Yannuzzi as Member

* BOND PRICING: For the week of August 7 - August 11, 2006

                             *********

1945 ROUTE 23: Case Summary & 40 Largest Unsecured Creditors
------------------------------------------------------------
Lead Debtor: 1945 Route 23 Associates, Inc.
             1945 Route 23
             Wayne, New Jersey 07470


Bankruptcy Case No.: 06-17474

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      R&S Parts and Service Inc.                 06-17475


Chapter 11 Petition Date: August 10, 2006

Court: District of New Jersey (Newark)

Judge: Novalyn L. Winfield

Debtors' Counsel: Kenneth A. Rosen, Esq.
                  Lowenstein Sandler PC
                  65 Livingston Avenue
                  Roseland, New Jersey 07068
                  Tel: (973) 597-2500
                  Fax: (973) 597-2400

                           Estimated Assets    Estimated Debts
                           ----------------    ---------------
1945 Route 23 Associates,  $10 Million to      $10 Million to
Inc.                       $50 Million         $50 Million

R&S Parts and Service      $10 Million to      $10 Million to
Inc.                       $50 Million         $50 Million

A. 1945 Route 23 Associates, Inc.'s 20 Largest Unsecured
   Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tire & Battery Corp.          Trade                   $1,074,692
Attn: Gary Paulson
4700 Hickory Hill Road
Memphis, TN 38115

Sopus Products                Trade                     $816,137
Attn: Gary Smith
700 Milan Street
21st Floor
Houston, TX 77002

BP Lubricants USA Inc.        Trade                     $772,757
Attn: Keith Holleran
1500 Valley Road
Wayne, NJ 07470

Purolator Products Inc.       Trade                     $704,415
Attn: Jeff Frey
155 Franklin Road, Suite 153
Brentwood, TN 37027

Cooper Tire & Rubber Company  Trade                     $699,172
Attn: John Huffman
701 Lima Avenue
Findlay, OH 45840

Carroll's Inc.                Trade                     $466,121
Attn: Paul Rolando
4281 Old Dixie Highway
Atlanta, GA 30354

Factory Motor Parts Company   Trade                     $419,675
Attn: Elliot Badzin
2855 Eagan Dale Boulevard
Saint Paul, MN 55121

Robert Bosch Corporation      Trade                     $399,884
Attn: Chuck Kerrigan
2800 South 25th Avenue
Broadview, IL 60155

Honeywell International,      Trade                     $321,888
Inc.
Attn: Steve Wurst
83 Wooster Heights Road
Danbury, CT 06813

Custom Accessories, Inc.      Trade                     $306,338
Attn: Glenn Fingerhut
6440 West HOward Street
Peotone, IL 60468

Exide Technologies            Trade                     $306,330
Attn: Michael O'Malley
13000 Deerfield Parkway
Building 200
Alpharetta, GA 30004

Exxon Company USA             Trade                     $280,267
Attn: Gary Eiben
9109 Rich Woods Court
Loveland, OH 45140

Bellomo Fuel & Service        Trade                     $275,011
Attn: Frank D'Angelo
2300 East Edgar Road
Linden, NJ 07036

Interdynamics, Inc.           Trade                     $259,300
Attn: Bill Appel
34 Sudbury Road
Morganville, NJ 07751

Winner International          Trade                     $229,342
Attn: Alan Brandt
32 West State Street
Pittsburgh, PA 15264

Common Cents Media            Advertising               $217,769
Attn: Mitch Turner
143 Norfolk Street
Manhattan Beach, NY 11235

Clorox Sales Company          Trade                     $202,485
Attn: Keith Frisby
3655 Brookside Parkway
Suite 300
Alpharetta, GA 30022

Turtle Wax, Inc.              Trade                     $184,207
Attn: Jeff Vaughn
5655 West 73rd Street
Chicago, IL 60638

Schroeder & Tremayne, Inc.    Trade                     $165,219
Attn: Steve Axmacher
8500 Velcour Avenue
Saint Louis, MO 63123

Satisfied Brake               Trade                     $158,916
Attn: Stewart Kahan
805 Education Road
Cornwall Ontario K6H 6C7
Canada


B. R&S Parts and Service Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Tire & Battery Corp.          Trade                   $1,074,692
Attn: Gary Paulson
4700 Hickory Hill Road
Memphis, TN 38115

Sopus Products                Trade                     $816,137
Attn: Gary Smith
700 Milan Street
21st Floor
Houston, TX 77002

BP Lubricants USA Inc.        Trade                     $772,757
Attn: Keith Holleran
1500 Valley Road
Wayne, NJ 07470

Purolator Products Inc.       Trade                     $704,415
Attn: Jeff Frey
155 Franklin Road, Suite 153
Brentwood, TN 37027

Cooper Tire & Rubber Company  Trade                     $699,172
Attn: John Huffman
701 Lima Avenue
Findlay, OH 45840

Carroll's Inc.                Trade                     $466,121
Attn: Paul Rolando
4281 Old Dixie Highway
Atlanta, GA 30354

Robert Bosch Corporation      Trade                     $399,884
Attn: Chuck Kerrigan
2800 South 25th Avenue
Broadview, IL 60155

Honeywell International,      Trade                     $321,888
Inc.
Attn: Steve Wurst
83 Wooster Heights Road
Danbury, CT 06813

Factory Motor Parts Company   Trade                     $309,776
Attn: Elliot Badzin
2855 Eagan Dale Boulevard
Saint Paul, MN 55121

Custom Accessories, Inc.      Trade                     $306,338
Attn: Glenn Fingerhut
6440 West HOward Street
Peotone, IL 60468

Exide Technologies            Trade                     $306,330
Attn: Michael O'Malley
13000 Deerfield Parkway
Building 200
Alpharetta, GA 30004

Exxon Company USA             Trade                     $280,267
Attn: Gary Eiben
9109 Rich Woods Court
Loveland, OH 45140

Bellomo Fuel & Service        Trade                     $275,011
Attn: Frank D'Angelo
2300 East Edgar Road
Linden, NJ 07036

Interdynamics, Inc.           Trade                     $259,300
Attn: Bill Appel
34 Sudbury Road
Morganville, NJ 07751

Winner International          Trade                     $229,342
Attn: Alan Brandt
32 West State Street
Pittsburgh, PA 15264

Common Cents Media            Advertising               $217,769
Attn: Mitch Turner
143 Norfolk Street
Manhattan Beach, NY 11235

Clorox Sales Company          Trade                     $202,485
Attn: Keith Frisby
3655 Brookside Parkway
Suite 300
Alpharetta, GA 30022

Turtle Wax, Inc.              Trade                     $184,207
Attn: Jeff Vaughn
5655 West 73rd Street
Chicago, IL 60638

Schroeder & Tremayne, Inc.    Trade                     $165,219
Attn: Steve Axmacher
8500 Velcour Avenue
Saint Louis, MO 63123

Satisfied Brake               Trade                     $158,916
Attn: Stewart Kahan
805 Education Road
Cornwall Ontario K6H 6C7
Canada


ABLE LABORATORIES: Chapter 11 Plan Effective as of August 9
-----------------------------------------------------------
Able Laboratories, Inc.'s Second Amended Chapter 11 Plan,
confirmed on July 17, 2006, became effective on Aug. 9, 2006.

Paul Kizel, Esq., at Lowenstein Sandler P.C., disclosed in a
filing with the U.S. Bankruptcy Court for the District of New
Jersey that all conditions precedent to the occurrence of the
effective date have been satisfied.

Pursuant to section 10 of the Plan, all prepetition unexpired
leases and executory contracts not rejected by the Debtor prior to
the effective date, assumed or assumed and assigned by order of
the Bankruptcy Court, or the subject of a motion to assume or
assume and assign pending on the effective date, are deemed
rejected effective as of August 9.  Claims arising out of the
rejection of an executory contract or unexpired lease must be
filed with the Bankruptcy Court no later than 20 days after the
effective date.

As reported in the Troubled Company Reporter on July 19, 2006, the
Debtor's plan provides for:

     -- the continuation of the Debtor's business for completion
        of Food and Drug Administration compliance;

     -- assisting other government agencies with inquiries
        regarding the Debtor;

     -- the wind up of affairs and conversion of all of the
        Debtor's remaining assets to cash; and

     -- the distribution of the net proceeds to creditors in
        accordance with the priorities established by the
        Bankruptcy Code.

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

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

                     About Able Laboratories

Headquartered in Cranbury, New Jersey, Able Laboratories, Inc. --
http://www.ablelabs.com/-- developed and manufactured generic  
pharmaceutical products in tablet, capsule, liquid and suppository
dosage forms.  The Company filed for chapter 11 protection on
July 18, 2005 (Bankr. D. N.J. Case No. 05-33129) after it halted
manufacturing operations and recalled all of its products not
meeting FDA regulatory standards.  Deborah Piazza, Esq., and Mark
C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP represent
the Debtor in its restructuring efforts.  David H. Stein, Esq.,
Michael F. Hahn, Esq., and Walter J. Greenhalgh, Esq., Duane
Morris LLP, represent the Official Committee of Unsecured
Creditors.  The Court confirmed Able's Chapter 11 Plan on July 17,
2006.  When the Debtor filed for protection from its creditors, it
listed $59.5 million in total assets and $9.5 million in total
debts.


ACANDS INC: Exclusive Plan-Filing Period Intact Until October 12
----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware extended ACandS, Inc.'s exclusive
period to file a Plan of Reorganization until the earlier of
Oct. 12, 2006, or the effective date of the plan.

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

As reported in the Troubled Company Reporter on July 21, 2006, the
Debtor asked for the extensions to preserve its exclusive period
to file a plan to allow for any alternative structure that may
result from continuing negotiations.  The extension, the Debtor
said, will result in a more efficient use of its estate assets and
resources.

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

                    Chapter 11 Plan Update

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


ACANDS INC: Has Until November 3 to Remove Civil Actions
--------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware gave
ACandS, Inc., until Nov. 3, 2006 or the effective date of its Plan
of Reorganization, to remove pending civil actions.

The Honorable Judith K. Fitzgerald ruled that the extended
deadline to file notices of removal applies to all matters
specified in Rule 9027(a)(A),(B), and (C)of the Federal Rules of
Bankruptcy Procedure.

In its extension motion, the Debtor explained that it had been
unable to complete the removal process because it has devoted most
of its time to:

     -- various litigation matters;
   
     -- compiling information related to approximately 300,000
        asbestos claims;  and
   
     -- securing approval of a disclosure statement and Plan of
        Reorganization.

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

                    Chapter 11 Plan Update

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


ACRO BUSINESS: Section 341(a) Meeting Scheduled for September 7
---------------------------------------------------------------
The U.S. Trustee for Region 12 will convene a meeting of Acro
Business Finance Corp.' creditors at 2:00 p.m., on Sept. 7, 2006.  
The meeting will be held on the 2nd Floor of the U.S. Courthouse
at 300 South 4th Street, in Minneapolis, Minnesota.

This is the first meeting of creditors required under 11 U.S.C.
Sec. 341(a) in all bankruptcy cases.

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

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


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

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

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

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

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


AIRADIGM COMMS: Court OKs Disclosure Statement Over FCC Objection
-----------------------------------------------------------------
The Honorable Robert D. Martin of the U.S. Bankruptcy Court for
the Western District of Wisconsin approved the Disclosure
Statement explaining Airadigm Communications, Inc.'s Plan of
Reorganization.

Judge Martin ruled that the Disclosure Statement contains adequate
information within the meaning of Section 1125 of the Bankruptcy
Code.

                    FCC Disclosure Objection

The Federal Communications Commission objected to the approval of
the Debtor's Disclosure Statement saying the Debtor proposes to
treat its claims through a facially non-confirmable Plan
accompanied by a hopelessly inadequate Disclosure Statement that
violates bankruptcy law and FCC regulations.

Based on winning bids at two separate auctions in 1996 and 1997,
the FCC awarded Airadigm 13 "C Block" and two "F block" licenses
for wireless telecommunication services known as Personal
Communication Services.  The total aggregate bid price for the 15
licenses equaled $71.4 million.

Mary A. DeFalaise, Esq., an attorney at the Commercial Litigation
Branch, Civil Division, of the U.S. Department of Justice, told
the Court that Airadigm made a 10% down payment on each of the
licenses and executed individual installment payment notes for the
remainder of its bid obligations in the aggregate amount of
$64.2 million.

Airadigm halted all payments related to the licenses after filing
its first bankruptcy petition in 1999.  The Court subsequently
granted the FCC an allowed claim in the principal amount of
$64.2 million.  The claim was secured by liens on the licenses.

In May 2006, Airadigm filed it's second chapter 11 petition.  At
the same time, the Debtor and certain potential buyers led by
Telephone & Data Systems, Inc., moved to terminate the Debtor's
first bankruptcy case.  They argued that the Debtor's first Plan
had been substantially consummated.  

FCC opposed the termination of the first chapter 11 case because
the Debtor had allegedly failed to address the treatment of the
licenses and its unpaid allowed claim.

To settle their dispute, the parties entered into a stipulation
allowing the Debtor's first bankruptcy case to be terminated.
Among other things, the stipulation provided that the FCC's
allowed claim under the 2000 Plan would be allowed in the Debtor's
new bankruptcy case.

Under the 2000 Plan, the Debtor had proposed to transfer the
licenses to TDS, who would then pay the FCC in full.  However,
according to the FCC, the Debtor's new plan proposed to modify the
confirmed 2000 Plan so that it retains the benefits under that
plan, but without transferring the licenses to TDS and without
paying for the licenses in full.  The FCC argued that this
proposal violates bankruptcy law.

Ms. DeFalaise also pointed out that the disclosure statement and
Plan contemplate the possible return of spectrum to the FCC in
contravention of FCC regulations and contemplate the possibility
of paying an indeterminate portion of the FCC's allowed claim in
stock of questionable value.

In addition, the FCC complained that the Debtor's disclosure
statement lacks the fundamental information necessary for
approval.  The FCC says the disclosure statement:

      -- contains no information with respect to the Debtor's
         business plan or the value of its business;

      -- provides no valuation of the TDS' secured claim which the
         Debtor plans to pay in full;  

      -- lacks supporting material indicating what assets the
         Debtor will retain, what money is available to fund its
         Plan, and what value, if any the alleged under-secured
         claims will receive.

In his order approving the disclosure statement, Judge Martin
directed the Debtor to submit to the FCC a summary of the
documents produced regarding assets, business plans and
projections.

A full-text copy of the Debtor's Disclosure Statement is available
for a fee at:
     
   http://www.researcharchives.com/bin/download?id=060714235426

                          About Airadigm

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless     
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a new chapter 11 petition on May 8, 2006 (Bankr.
W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq., and
Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, Ltd., represent the Debtor in its new bankruptcy
proceedings.  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's new bankruptcy case.  In its second
bankruptcy filing, the Debtor estimated assets between $10 million
to $50 million and debts of more than $100 million.


AIRADIGM COMMS: Demands Rothschild Valuation from the FCC  
---------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Wisconsin
will convene a hearing at 11:00 a.m., on Aug. 16, 2006, to
consider Airadigm Communications, Inc.'s request to Compel the
Federal Communications Commission to produce a valuation prepared
by Rothschild, Inc.

The Rothschild document, created in June 2004, pertains to the
preliminary valuation of certain personal communication services
licenses granted by the FCC to the Debtor prior to its bankruptcy
filing.

The FCC defends its refusal to produce the document by taking the
position that:

     -- the work product doctrine and deliberative process
        privilege protect the Rothschild Valuation from
        disclosure; and

     -- the Rothschild Valuation is not discoverable because it
        was created by a consulting expert who will not testify at
        trial.

                        FCC Licenses

Based on winning bids at two separate auctions in 1996 and 1997,
the FCC awarded Airadigm 13 "C Block" and two "F block" licenses
for wireless telecommunication services known as Personal
Communication Services.  The total aggregate bid price for the 15
licenses equaled $71.4 million.

Airadigm made a 10% down payment on each of the licenses and
executed individual installment payment notes for the remainder of
its bid obligations in the aggregate amount of $64.2 million.

Airadigm halted all payments related to the licenses after filing
its first bankruptcy petition in 1999.  The Court subsequently
granted the FCC an allowed claim in the principal amount of
$64.2 million.  The claim was secured by liens on the licenses.

In May 2006, Airadigm filed its second chapter 11 petition.  At
the same time, the Debtor and certain potential buyers led by
Telephone & Data Systems, Inc., moved to terminate the Debtor's
first bankruptcy case.  They argued that the Debtor's first Plan
had been substantially consummated.  

FCC opposed the termination of the first chapter 11 case because
the Debtor had allegedly failed to address the treatment of the
licenses and its unpaid allowed claim.

To settle their dispute, the parties entered into a stipulation
allowing the Debtor's first bankruptcy case to be terminated.
Among other things, the stipulation provided that the FCC's
allowed claim under the 2000 Plan would be allowed in the Debtor's
new bankruptcy case.

The Court approved, on Aug. 5, 2006, the Debtor's disclosure
statement despite the FCC's objection.

                      License Valuation

The value of the licenses is one of the primary issues in the
Debtor's bankruptcy case.  The Court has scheduled a valuation
hearing at 9:30 a.m., on Sept. 27, 2006, to establish the value of
the licenses, to the extent that these licenses secure the FCC's
claims.

In preparation for the valuation hearing, the Debtor and the FCC
have been engaged in extensive discovery.  The Debtor's discovery
includes a request for the Rothschild Valuation and any prior
reports of valuation in the FCC's possession.

Kathryn A. Pamenter, Esq., at Goldberg, Kohn, Bell, Black,
Rosenbloom & Moritz, Ltd., tells the Court that the FCC has
refused to produce the Rothschild Valuation even if the document
is within the scope of the Debtor's discovery request and is
directly relevant to one of the primary issues in the Debtor's
bankruptcy case.

Ms. Pamenter argues that the FCC has failed to satisfy its burden
of establishing that the Rothschild Valuation deserves work
product or deliberative process protection.  

The work product doctrine provides for an exception to liberal
discovery rules where documents are "prepared in anticipation of
litigation or for trial."  Ms. Pamenter said that this concept is
inapplicable in the license dispute because the Rothschild
Valuation was created approximately two years earlier, at a time
when neither party could have anticipated litigation involving the
value of the licenses.

The FCC also contends that the "deliberative process privilege"
protects the Rothschild Valuation from disclosure.  The
deliberative process privilege is a privilege that is entirely
unique to litigation involving government entities.

The deliberative process privilege is intended to:

     -- improve the quality of agency policy decisions by
        promoting a creative and candid debate;

     -- protect the public from confusion arising from premature
        exposure to policy discussions; and

     -- protect the integrity of the decision-making process.
        
In order for a document to be covered by the deliberative process
privilege, the document must actually precede the adoption of an
agency policy and must be part of the deliberative process by
which an agency policy decision is made.

The Debtor asserts that the FCC's failure to identify any specific
"agency decision" to which the Rothschild Valuation correlates
means that it has failed to satisfy its burden of proving
deliberative process protection.

                          About Airadigm

Headquartered in Little Chute, Wisconsin, Airadigm Communications,
Inc. -- http://www.eisnteinpcs.com/-- provides local wireless     
phone services through its Einstein PCS wireless networking
technology.  The company filed for chapter 11 protection on July
28, 1999 (Bankr. W.D. Wis. Case No. 99-33500).  The Court
confirmed its plan of reorganization in 2000.

The company filed a new chapter 11 petition on May 8, 2006 (Bankr.
W.D. Wis. Case No. 06-10930).  Kathryn A. Pamenter, Esq., and
Ronald Barliant, Esq., at Goldberg, Kohn, Bell, Black, Rosenbloom
& Moritz, Ltd., represent the Debtor in its new bankruptcy
proceedings.  No Official Committee of Unsecured Creditors has
been appointed in the Debtor's new bankruptcy case.  In its second
bankruptcy filing, the Debtor estimated assets between $10 million
to $50 million and debts of more than $100 million.


ALERIS INTERNATIONAL: Board of Directors Okay Aurora Merger Pact
----------------------------------------------------------------
Aleris International, Inc.'s Board of Directors unanimously
approved the Agreement and Plan of Merger with Aurora Acquisition
Merger Sub, Inc..

On Aug. 7, 2006, the Company entered into an Agreement and Plan of
Merger pursuant to which Aurora Acquisition Holdings, Inc.'s
wholly-owned subsidiary, Aurora Merger, will merge with and into
Aleris.  Aleris will continue as the surviving corporation and
becoming a wholly-owned subsidiary of Aurora Holdings.  Aurora
Holdings is owned by affiliates of Texas Pacific Group.

Pursuant to the Merger Agreement:

    * each outstanding share of common stock of Aleris other than
      shares owned by Aurora Holdings, Aurora Merger Sub or any
      subsidiary of Aurora Holdings or Aleris,

    * shares held in the treasury of Aleris, and

    * shares held by any stockholders who are entitled to and who
      properly exercise appraisal rights under Delaware law,

will be cancelled and converted into the right to receive $52.50
in cash, without interest.

The Merger Agreement also provides for a post-signing "go-shop"
period which permits Aleris to solicit competing acquisition
proposals until 12:01 a.m. on September 7, 2006 from any person
who directly or indirectly through a controlled entity
manufactures or fabricates metals and is not a discretionary
private equity fund or other discretionary investment vehicle.

A full text-copy of the Agreement and Plan of Merger, dated as of
August 7, 2006, is available for free at:

             http://ResearchArchives.com/t/s?f6b

                  About Aleris International

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. -- http://www.aleris.com/-- manufactures  
rolled aluminum products and is a global leader in aluminum
recycling and the production of specification alloys.  The company
also manufactures value-added zinc products that include zinc
oxide, zinc dust and zinc metal.  The Company operates 42
production facilities in the United States, Brazil, Germany,
Mexico and Wales, and employs approximately 4,200 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.  The CreditWatch placement followed Aleris'
announcement that it would acquire the downstream aluminum assets
of Corus Group PLC (BB/Stable/B) for US$880 million in cash and
assumed debt.  S&P said the outlook is negative.

At the same time, Standard & Poor's assigned its 'BB-' and '2'
recovery ratings to the company's proposed US$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.  The ratings are based on preliminary terms and
conditions and are predicated on the completion of the Corus
transaction and related financings substantially in the form
currently anticipated.

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 proposed 7 year senior
secured guaranteed term loans aggregating US$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.

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.


AMERISOURCEBERGEN: Board OKs New $750MM Share Repurchase Program
----------------------------------------------------------------
The Board of Directors of AmerisourceBergen Corporation authorized
a new share repurchase program, which allows the Company to
repurchase up to $750 million of its outstanding shares of common
stock subject to market conditions.

The new repurchase program will begin after completion of the
AmerisourceBergen's current repurchase program, which has
approximately $238.7 million remaining.  As of July 31, 2006, the
Company had approximately 201.6 million common shares outstanding.

AmerisourceBergen will repurchase the shares from time to time for
cash in open market transactions or by other means in accordance
with applicable federal securities laws, and will hold any
repurchased shares as treasury shares, which will be available for
general corporate purposes.

Based in Valley Forge, Pennsylvania, AmerisourceBergen Corp.
(NYSE:ABC) -- http://www.amerisourcebergen.com/-- is a  
pharmaceutical services company in the United States and Canada.  
Servicing 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.

                           *     *     *

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.


AMERUS GROUP: To Redeem Series A Perpetual Preferred Stock
----------------------------------------------------------
AmerUs Group Co. plans to redeem all of its issued and outstanding
shares of Series A Non-Cumulative Perpetual Preferred Stock on
Sept. 13, 2006.

Under the terms of the redemption, all six million shares will be
redeemed at a price equal to the greater of (i) $25 per share or
(ii) the sum of the present values of $25 per share and all
undeclared dividends for the dividend periods from the redemption
date to and including the dividend payment date on Sept. 15, 2010,
discounted to the redemption date on a quarterly basis (assuming a
360-day year consisting of twelve 30-day months) at the treasury
rate (as calculated on Sept. 8, 2006), plus 139.5 basis points
plus all declared and unpaid dividends to the redemption date.

Funding for the redemption will primarily come from the settlement
of the forward purchase contracts forming a portion of the
Company's Income PRIDES (NYSE:AMH PrA) upon their maturity on
Aug. 16, 2006.  At that time, the company will receive
$143,750,000 upon maturity of the portfolio of U.S. Treasury
securities pledged as collateral by holders of the Income PRIDES
to secure their obligation to purchase shares of common stock of
the company on Aug. 16, 2006.

                       About AmerUs Group

Headquartered in Des Moines, Iowa, AmerUs Group Co. (NYSE:AMH) --
http://www.amerus.com/-- is a corporation engaged through its   
subsidiaries in the business of marketing and distributing
individual life insurance and annuity products in 50 states, the
District of Columbia and the U.S. Virgin Islands.  Its major
operating subsidiaries include AmerUs Life Insurance Company,
American Investors Life Insurance Company, Inc., Indianapolis Life
Insurance Company and Bankers Life Insurance Company of New York.

                          *     *     *

As reporter in the Troubled Company Reporter on March 20, 2006,
Moody's Investors Service affirmed the Baa3 senior debt rating of
AmerUs Group Company and changed the rating outlook for AmerUs
Group Company to stable from negative.  The ratings of other
affiliated AmerUs companies were also affirmed, and their rating
outlook was also changed to stable from negative.  The outlook
change reflected the recent settlement of a private class action
lawsuit in California at a modest cost, as well as Moody's
expectation that any additional legal settlements are likely to be
manageable.


AMKOR TECH: Delayed Form 10-Q Filing Cues S&P's Developing Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on
Chandler, Arizona-based Amkor Technology Inc. to Developing from
Positive, following the company's announcement that it does not
expect to file its second quarter 10-Q by the deadline established
for late filings.  The delay has been caused by a review of the
company's historical stock option practices by a special committee
of the board of directors.  The special committee was formed by
the board of directors on July 24, 2006, and its review is
ongoing.  The corporate credit rating was affirmed at 'B+'

"The developing outlook reflects uncertainty regarding the outcome
of the stock option review," said Standard & Poor's credit analyst
Lucy Patricola.  In the event financials are filed and the review
concludes with no material restatements and no findings of
management wrongdoing, the outlook will be revised to positive,
reflecting operational improvements and deleveraging.  Should
there be an extended filing delay in filing or if the review
concludes with material restatements, the need for further
investigation, or additional involvement of the SEC, the outlook
could be revised to negative or the rating could be lowered.

The ratings on Amkor reflect challenging industry characteristics,
including high operating and financial leverage and highly
cyclical and competitive industry conditions.  These factors are
only partly offset by the company's strong market position and
improving operational trends.  Amkor is a leading independent
provider of outsourced packaging and testing services to
semiconductor makers.  Based on preliminary results for the June
2006 quarter, sales for the trailing 12 months were $2.5 billion
and total lease-adjusted debt was $2.1 billion.


ANDREW CORPORATION: Rejects CommScope Acquisition Proposal
----------------------------------------------------------
CommScope, Inc. responded to Andrew Corporation's rejection of its
proposal to acquire all of Andrew's outstanding shares for $9.50
per share in cash:

"We are disappointed that Andrew has decided to reject our
proposal.  After careful consideration with our advisors,
CommScope has decided not to pursue its proposal to acquire Andrew
Corporation at the present time.  CommScope's operational
excellence and financial discipline has made us a global leader in
the 'last mile' of telecommunications.  We intend to continue
building upon our leadership position and we are confident that
CommScope is poised to continue creating value for its
stockholders."

                         About CommScope

Based 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

Based in Westchester, Illinois, Andrew Corporation (Nasdaq: ANDW)
-- 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 CORPORATION: Rejected Bids Prompt S&P's Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on Andrew Corp. to negative from developing.  The
'BB' corporate credit rating and other ratings on the company were
placed on CreditWatch developing on Aug. 7, 2006.

The action follows Andrew's announcement that it terminated the
existing stock-based offer made by ADC Telecommunications (based
on mutual agreement), whose value had declined from $2 billion to
$1.3 billion over the last few months.  Andrew also rejected the
$1.7 billion cash bid made by CommScope Inc. (BB/Watch Neg/--).

"At this point, it is uncertain what direction Andrew's management
will take but it may potentially include plans to engage in
defensive measures," said Standard & Poor's credit analyst Bruce
Hyman.

CommScope's bid remains outstanding and may be revised or
withdrawn.  S&P will monitor developments and respond accordingly.


ARCAP 2005-RR5: Fitch Affirms Low-B Ratings on Six Class Certs.
---------------------------------------------------------------
Fitch affirms these ARCap 2005-RR5 Resecuritization, Inc.,
commercial mortgage-backed securities pass-through certificates
as:

    -- $26.1 million class A-1 at 'AAA';
    -- $26.1 million class A-2 at 'AAA';
    -- $26.2 million class A-3 at 'AAA';
    -- $21.9 million class B at 'AA';
    -- $21.9 million class C at 'A';
    -- $3.1 million class D at 'A-';
    -- $12.5 million class E at 'BBB+';
    -- $9.4 million class F at 'BBB';
    -- $9.4 million class G at 'BBB-';
    -- $15.7 million class H at 'BB+';
    -- $6.3 million class J at 'BB';
    -- $9.4 million class K at 'BB-';
    -- $9.4 million class L at 'B+';
    -- $9.4 million class M at 'B';
    -- $9.4 million class N at 'B-'.

Fitch does not rate class O and the interest only class X.

The rating affirmations are the result of stable credit
enhancement and performance of the underlying collateral since
issuance.  As of the July 2006 distribution date, the transaction
has been reduced by 11.5% to $277.3 million from $313.4 million at
issuance.  The reduction in collateral balance is due to losses
which were anticipated at issuance.

The certificates are collateralized by all or a portion of 26
classes of 18 separate underlying fixed-rate commercial mortgage-
backed securities transactions.  The current weighted average
rating factor of the underlying bonds is 47.7, corresponding to an
average rating of CCC, stable from issuance.  The classes' ratings
are based on Fitch's actual rating, or on Fitch's internal credit
assessment for those classes not rated by Fitch.

Delinquencies in the underlying transaction are:

    * 30 days: 0.2%;
    * 60 days: 0.04%;
    * 90+ days: 0.2%;
    * Foreclosure: 0.1%; and
    * real estate owned: 0.4%.


ASARCO LLC: Wants to File Employment Application Under Seal
-----------------------------------------------------------
ASARCO LLC seeks permission from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to file an
application for the employment of certain professionals under
seal.

ASARCO intends to employ certain professionals to perform due
diligence and other related work in connection with a potential
asset sale.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
emphasizes that the employment application must be filed under
seal to protect ASARCO's competitive position during the
diligence process.

By maintaining the confidentiality of ASARCO's business strategy,
its ability to sell the asset for the maximum possible value will
be enhanced, which will further ASARCO's reorganization efforts,
Mr. Davis says.

ASARCO has disclosed the contents of the Employment Application
to counsel for the Official Committee of Unsecured Creditors for
ASARCO and the Asbestos Subsidiary Debtors, the Department of
Justice, and the Attorney General for the State of Texas, Mr.
Davis tells the Court.  ASARCO will also serve the Employment
Application to the counsel of key constituencies in ASARCO's
bankruptcy case.

Mr. Davis says these key parties-in-interest must have access to
the Employment Application so that they may evaluate the merits
of the proposed employment, in connection with their fiduciary
duties.

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, http://bankrupt.com/newsstand/)


ASARCO LLC: Hires RECON Real Estate as Broker for 3 El Paso Land
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to employ RECON Real Estate
Consultants, Inc., as its broker, for the sale of three tracts of
land located in El Paso County, Texas:

   1. Tract 1, John Barker Survey #10, containing approximately
      125.956 acres;

   2. Crazy Cat 1 and 2, containing approximately 42 acres; and

   3. a portion of Tract 2A, John Barker Survey #10, containing
      approximately 246.97 acres and located just South of
      Executive Center Drive and East of Interstate 10.

As reported in the Troubled Company Reporter on July 7, 2006,
RECON will receive a commission equal to 4.5% of the gross sales
price of the Property as payment for its marketing services to
ASARCO.

Matt M. Blaugrund, vice president of RECON Real Estate
Consultants, assured the Court that his firm does not hold
interests adverse to ASARCO and its estate, and is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

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, http://bankrupt.com/newsstand/)


ASSOCIATED BRANDS: Posts $578,000 Net Loss for Period Ended July 1
------------------------------------------------------------------
Associated Brands Income Fund reported net loss of $578,000 for
the three months ended July 1, 2006, from revenues of $37 million
compared to net earnings of $1.2 million for the three months
ended July 2, 2005.

For the six months ended July 1, 2006, the Fund reported a net
loss of $1.7 million from revenues of $73.8 million compared to
net earnings of $2.2 million from revenues of $72.2 million for
the prior year.

The Fund disclosed that continuing its revenue growth momentum
experienced in the fourth quarter of 2005 and first quarter of
2006, sales volumes and revenues in the second quarter of 2006
increased by 1% and 2.5% respectively compared to last year's
second quarter.  For the six months ended July 1, 2006, sales
volumes and revenues increased by 2.4% and 2.2% respectively
compared to the first six months of 2005.  Compared to the first
quarter of 2006, revenues in the second quarter rose 1.1%.

As a percent of sales, the Fund's gross margins improved 3.3% to
17.2% in the second quarter.

The Fund further disclosed, earnings before interest, taxes,
depreciation and amortization non-controlling interest and non-
recurring expenses or income in the second quarter of 2006 were
$1.9 million compared to $2.8 million in the same period last
year.  For the first six months of 2006, EBITDA was $2.7 million
compared to $5.5 million for the same period last year.

            Continued Default Under Credit Agreement

The Fund also disclosed that, it continues to be in default under
the credit agreement with its bank and under the exchangeable
subordinated debentures of Associated Brands Holdings Limited
Partnership, and that its management is working diligently to
conclude negotiations with the bank and the debenture holders with
respect to the its ongoing credit relationship with the parties.

A copy of the Fund's Second Quarter 2006 Consolidated Financial
Statements and Management's Discussion and Analysis is available
for free at http://ResearchArchives.com/t/s?f8b

Associated Brands Income Fund (TSX: ABF.UN)
-- http://www.associatedbrands.com-- through its operating  
subsidiaries, is a North American manufacturer and supplier of
private-label dry-blend food products and household products.
Associated Brands plans to build unitholder value by leveraging
its solid presence in the U.S. private-label market, expanding its
product offerings to current and new customers and adding
additional contract manufacturing business, and through accretive
acquisitions.


ATLANTIS PLASTICS: S&P Cuts Ratings and Says Outlook is Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
rating on Atlanta, Georgia-based Atlantis Plastics Inc. to 'B-'
from 'B'.  S&P also lowered the other ratings on the company.  The
outlook is negative.

"The downgrade reflects challenging industry conditions, which
have forestalled the expected trend of improvement to the
company's financial profile," said Standard & Poor's credit
analyst Robyn Shapiro.

Credit statistics have reflected negative cash flow generation
that has contributed to a modest increase to debt levels in recent
quarters.  In addition, S&P believes that raw material costs could
increase in the near term and will likely remain volatile for some
time.  Although the company should continue to be able to pass
through much of the increase to its customers, this could become
increasingly difficult or could occur with a lag, thereby adding
to the risk of further pressure to the company's very limited
liquidity.

The ratings on Atlantis Plastics reflect a highly leveraged
financial risk profile, which overshadows its vulnerable business
risk profile in highly competitive, cyclical polyethylene film and
injection-molded plastic products, serving mainly industrial
customers.

With annual revenues of about $440 million, Atlantis Plastics
enjoys a competitive position in plastic films -- including
stretch films and custom films that represent about 64% of
revenues -- stemming from a decent cost structure and effective
distribution capabilities.  Injection-molded products (about 28%
of sales) include components sold to original equipment
manufacturers mainly in the home appliance industry, and siding
panels for the home building industry and residential replacement
market.  Profile-extruded products account for 8% of sales and are
used in recreational vehicles, mobile homes, and other consumer
and commercial products.

Atlantis Plastics has meaningful shares in various products,
including low-density polyethylene stretch films used for wrapping
pallets of industrial and commercial goods for shipping or
storage.  Still, several competitors have far greater financial
resources and there are only moderate barriers to entry.

Moreover, the company's plastic films segment has commodity-like
characteristics; therefore, sales volumes and operating profits
can vary depending upon supply and demand conditions and
fluctuations in costs of key raw materials that are derived from
oil and natural gas.  The company does not have contractual
arrangements with customers for a majority of its sales, but it
has generally been able to pass through raw material cost
increases.


BANCORP FINANCIAL: Fitch Withdraws Rating on Class C Notes
----------------------------------------------------------
Fitch Ratings withdraws the rating on this class of notes for
Bancorp Financial Services L.L.C., Series 2001-A:

    -- Class C Notes remain at 'C/DR6' and are withdrawn.

In its review of BFS 2001-A, Fitch noted significant
undercollateralization due to prior portfolio deterioration from
high delinquencies and defaults.  Furthermore, the transaction has
zero collateral balance outstanding as of May 2006.  As a result
the transaction is significantly undercollateralized with
$1.9 million outstanding in Class C Notes.  Fitch does not
anticipate any future significant recoveries.  Based on this
review, Class C notes remain at 'C/DR6' and the rating is
withdrawn.


BLEECKER STRUCTURED: S&P Cuts Ratings and Removes Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on the
class A-1 and A-2 notes issued by Bleecker Structured Asset
Funding Ltd., a CDO of ABS, to 'B-' and removed them from
CreditWatch with negative implications, where they were placed May
19, 2006.  The ratings on the class A-1 and A-2 notes were
previously lowered Aug. 12, 2004, and Nov. 7, 2005.   

The lowered ratings reflect a decrease in the credit enhancement
available to support the notes as evidenced by decline in the
class A overcollateralization ratio to 75.9% in June 2006 from
81.2% in November 2005, even though the notes continue to pay down
every payment period and the current balance of notes is 22.80% of
its original balance.  In addition, the deal continues to be
significantly overhedged, which causes a drain on the cash
available to pay down the notes.

Standard & Poor's notes that when calculating its
overcollateralization ratio, Bleecker Structured Asset Funding
Ltd. "haircuts" (or reduces the principal value of) a percentage
of assets rated below its rating threshold and excludes the
balance in the principal cash account.  According to the June 27,
2006, trustee report, the overcollateralization ratio included an
$11.87 million haircut to the numerator and did not consider the
$12.48 million cash balance in the principal collection account.
If the haircut and principal cash balance are added to the
numerator, the adjusted overcollateralization ratio as of June
2006 is 101.79%; a similar calculation using the November 2005
numbers results in an adjusted overcollateralization ratio of
109.83%, revealing a decline in the support available for the
rated notes.

Standard & Poor's will continue to monitor the transaction for any
credit deterioration in the underlying collateral pool or any
losses due to the sale or write-down of the collateral securities
that might adversely affect the credit support for the rated
notes.   
   
          Ratings Lowered And Removed Creditwatch Negative
    
               Bleecker Structured Asset Funding Ltd.

                                   Rating
                                   ------
                   Class        To         From
                   -----        --         ----
                   A-1          B-         BB+/Watch Neg
                   A-2          B-         BB+/Watch Neg
    
Transaction Information

Issuer:              Bleecker Structured Asset Fund Ltd.
Co-issuer:           Bleecker CBO Delaware Corp.
Current manager:     Clinton Group Inc.
Underwriter:         Prudential Securities Inc.
Trustee:             JPMorganChase Bank
Transaction type:    CDO of ABS
    
Tranche                         Initial   Prior      Current
Information                     Report    Downgrade  Action

Date (MM/YYYY)                  05/2000   11/2005    08/2006
Class A-1 note rating           AAA       BB+        B-
Class A-2 note rating           AAA       BB+        B-
Class A o/c ratio (%)           126.5     81.2       75.9*
Class A o/c ratio minimum (%)   106.5     106.50     106.50
Class A-1 note balance ($ mil.) 45.0      13.48      10.26 (i)
Class A-2 note balance ($ mil.) 315.0     94.36      71.82 (i)

                      o/c - Overcollateralization.

  * The current class A o/c ratio was taken from the trustee's
    monthly report dated June 27, 2006.

(i)The class A balances were adjusted for paydowns based on the
    trustee's note valuation report as of July 3, 2006.
    
Industry Exposure

CBO (%)               5.99
CMBS/REIT (%)        19.71
Commercial ABS (%)   47.69
Consumer ABS (%)      2.87
RMBS (%)             23.73
    
Portfolio Benchmarks                           Current

S&P weighted average rating (excl. defaulted)       BB
S&P default measure (excl. defaulted)             2.20
S&P variability measure (excl. defaulted)         2.85
S&P correlation measure (excl. defaulted)         1.16
   
Rated O/C Ratios (ROCs)*   Current

Class A-1 (%)               100.90
Class A-2 (%)               100.90
   
* For this transaction and rating, ROC was calculated by dividing
  the break-even rate by the scenario default rate.   


BOWNE & CO: Earns $6.5 Million for Quarter Ended June 30
--------------------------------------------------------
Bowne & Co., Inc., reported net income for the quarter ended
June 30, 2006 of $6.5 million, compared to net income of
$2.4 million for the same period in the prior year.

The Company's net income for the six months ended June 30, 2006
was $8 million, versus $5 million in the same period of 2005.

The company reported 2006 second quarter earnings from continuing
operations of $10.4 million as compared to $5.4 million for the
second quarter of 2005.  Revenue was $260.3 million in the second
quarter of 2006, compared to $197.6 million in the comparable
quarter of 2005.

For the six months ended June 30, 2006, the Company's income from
continuing operations was $11.9 million versus $8.3 million for
the same period last year.  Revenue for the six months ended June
30, 2006 was $466 million, up 30% from $357.6 million reported in
2005.

Cash used in the Company's operations for the quarter ended June
30, 2006 increased $24 million to $56 million, from net cash used
in operations of $32 million in 2005.

"Our focus on our core businesses resulted in a solid performance
this quarter," Philip E. Kucera, chairman and chief executive
officer, said.  "Overall, revenue growth was impressive, driven by
strong organic growth in Financial Print and the revenue generated
by the Vestcom business we acquired."

David J. Shea, president and chief operating officer, added, "This
was a great quarter for Bowne.  Financial Print revenue is up in
all categories, with transactional revenue reaching its highest
level since 2002.  Total Financial Print revenue was at its
highest level since 2000.  Marketing & Business Communications
substantially completed the integration of its two businesses
ahead of schedule and is well-positioned for the second half of
the year."

The Company disclosed that, in keeping with its strategy of
focusing on its core businesses, it reclassified DecisionQuest and
JFS Litigators Notebook(R), which are being held for sale, as
discontinued operations.  Its 2006 discontinued operations results
include a $9.9 million gain on the sale of CaseSoft, a joint
venture investment held by DecisionQuest and a $13.3 million
goodwill impairment charge related to DecisionQuest.

The Company repurchased, from December 2004 through June 30, 2006,
7.6 million shares at an average price per share of $14.75.  In
2006 through June 30, it has repurchased 2.4 million shares at an
average price per share of $14.51, of which approximately
1.6 million shares were purchased in the second quarter of 2006.  
As of August 4, 2006, the company had $74.4 million remaining for
share repurchases.

Based in New York City, Bowne & Co., Inc. (NYSE: BNE)
-- http://www.bowne.com/-- is a printing company, which  
specializes in financial documents such as prospectuses, annual
and interim reports, and other paperwork required by the SEC.
Bowne also handles electronic filings via the SEC's EDGAR system
and provides electronic distribution and high-volume mailing
services.  The financial printing business accounts for the bulk
of the company's sales.  Bowne also offers marketing and business
communications services and litigation support software.  The
Company has 3,500 employees in 78 offices around the globe.

                          *   *   *

As reported in the Troubled Company Reporter on Feb. 8, 2006,
Moody's Investors Service affirmed the rating on Bowne & Co.,
Inc.'s $75 million Convertible Subordinated Debentures due 2033 at
B2 and affirmed Bowne's Corporate Family Ba3 rating.  Moody's
changed the outlook to positive from stable.


CAL-BAY INT'L: Board to Accelerate Foreign Delisting Program
------------------------------------------------------------
The Board of Directors of Cal-Bay International, Inc. intends to
accelerate the delisting of Cal-Bay Securities offerings on
Foreign Exchanges.

Cal-Bay International reported, on Aug. 10, 2006, its intention to
accelerate file applications for revocation of its securities
listings and admissions to all foreign exchanges.  The removal is
expected to be finalized as soon as possible, upon completion of
the process for each exchange.

Cal-Bay has made this decision on the basis that for some time
there has not been a significant institutional shareholder base in
the European marketplace.

"We feel there is a virtually unlimited opportunity for expansion
in North America, and we intend to increase market share and
awareness on a regular basis," Roger Pawson, the Company's
president, commented.  "As a Company we have grown substantially
in the last year and a half and have significantly increased our
assets, equity and corporate awareness."

After the effective date of the delisting it will no longer be
possible to trade Cal-Bay stock on International Stock Exchanges.  
However, ordinary shares will continue to be listed on the OTC
Bulletin Board.

                          About Cal-Bay

Cal-Bay International, Inc. (OTCBB: CBAY) was originally
incorporated in the State of Nevada on Dec. 9, 1998, under the
name Var-Jazz Entertainment, Inc.  Var-Jazz was organized to
engage in the business of music production and sales.  Var-Jazz
did not succeed in the music business and the board of directors
determined it was in the best interest of the Company to seek
additional business opportunities.  On March 8, 2001, Var-Jazz
entered into an Agreement and Plan of Reorganization with Cal-Bay
Controls, Inc., whereby Var-Jazz changed its name to Cal-Bay
International, Inc., and acquired Cal-Bay Controls, Inc., as a
wholly owned subsidiary in exchange for 17,112,000 shares of
common stock.

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about Cal-
Bay's ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's need to
secure additional working capital for its planned activity and to
service its debt.

At March 31, 2006, the Company's balance sheet showed $11,975,743
in total assets and $2,472,991 in total liabilities resulting in a
stockholders' equity of $9,502,752.


CALLA PROPERTIES: Case Summary & Three Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Calla Properties, Inc.
        1830 Hillsdale Avenue, Suite 2
        San Jose, California 95124

Bankruptcy Case No.: 06-51527

Type of Business:

Chapter 11 Petition Date: August 11, 2006

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Basil J. Boutris, Esq.
                  Vaught & Boutris LLP
                  80 Swan Way, Suite 320
                  Oakland, California 94621
                  Tel: (510) 430-1518

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 3 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Vision Lending & Investments, Inc.                         $1
   215 River Street
   Santa Cruz, California 95060

   Sundean Foundation                                         $1
   c/o Law Offices of Reg J. Johnson
   236 Los Gatos Boulevard
   Los Gatos, California 95030

   Harry Firestone                                            $1
   4201 Ironshoe Drive
   San Jose, California 95138


CARLTON COVE: Case Summary & 17 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Carlton Cove, Inc.
        One Carlton Cove Boulevard
        Huntsville, Alabama 35802

Bankruptcy Case No.: 06-81553

Type of Business: The Debtor offers independent living homes
                  and apartments, assistance with daily living
                  activities, dementia care and skilled nursing
                  care.  See http://carltoncove.org/

Chapter 11 Petition Date: August 9, 2006

Court: Northern District of Alabama (Decatur)

Judge: Jack Caddell

Debtor's Counsel: Robert H. Adams, Esq.
                  Maynard Cooper & Gale PC
                  1901 Sixth Avenue North
                  2400 AmSouth/Harbert Plaza
                  Birmingham, Alabama 35203
                  Tel: (205) 254-1000
                  Fax: (205) 254-1999

Total Assets: $41,992,164

Total Debts:  $78,615,718

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bonds - Series 2001-A4        All real & personal    $26,480,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Bonds - Series 2001-D         All real & personal    $25,000,000
BNP Paribas                   property owned by
Attn: Brock Harris            the Debtor
787 Seventh Avenue
New York, NY 10019

Bonds - Series 2001-A1        All real & personal     $5,535,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Bonds - Series 2001-B         All real & personal     $5,000,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Bonds - Series 2001-HCD       Marketing,              $4,100,000
Financing Authority -         Development and
Carlton Cove                  Financial Advisory
City Hall                     Services
308 Fountain Circle
Huntsville, AL 35804

Bonds - Series 2001-A2        All real & personal     $4,010,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Bonds - Series 2001-THC       Work performed as       $3,801,473
Financing Authority -         general contractor
Carlton Cove                  for construction &
City Hall                     development.
308 Fountain Circle
Huntsville, AL 35804

Bonds - Series 2001-A3        All real & personal     $2,460,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Bonds - Series 2001-AP        Outstanding Capital       $750,000
Financing Authority -         Stock of Asbury
Carlton Cove                  Place, Inc.
City Hall
308 Fountain Circle
Huntsville, AL 35804

Bonds - Series 2001-C         All real & personal       $670,000
SunTrust Bank                 property owned by
Attn: Christopher Gehman      the Debtor
919 East Main Street
10th Floor
Richmond, VA 23219

Madison County Tax Assessor   Madison County            $350,000
100 Northside Square          Ad Valorem taxes
Huntsville, AL 35801

Mr. & Mrs. James C. Spillman  Entrance fee              $308,781
12017 Turnmeyer Drive         refund
Southeast
Huntsville, AL 35803

Estate of Melba Ogletree      Entrance fee refund       $143,280

Antonia Bretch                Workers compensation        $7,181
                              claim

Mary Willard                  Medical malpractice             $1
                              claims (CV 2005-1648
                              in the Circuit Court
                              of Madison County,
                              Alabama)

Ronald Pierce                 Medical malpractice             $1
                              claims (CV 2005-1483
                              in the Circuit Court
                              of Madison County,
                              Alabama

The Haskell Company           Early completion                $1
                              bonuses, deferred
                              development fees
                              and incidentals.


CARRINGTON MORTGAGE: Fitch Rates $18.3 Million Certificates at BB+
------------------------------------------------------------------
Fitch rates these $1.6 billion Carrington Mortgage Loan Trust,
Series 2006-NC3 as:

   -- $1.2 billion classes A-1, A-2, A-3 and A-4 'AAA';
   -- $90.0 million class M-1 certificates 'AA+';
   -- $82.8 million class M-2 certificates 'AA';
   -- $24.7 million class M-3 certificates 'AA-';
   -- $41.4 million class M-4 certificates 'A+';
   -- $30.3 million class M-5 certificates 'A';
   -- $23.1 million class M-6 certificates 'A-';
   -- $23.1 million class M-7 certificates 'BBB+';
   -- $16.7 million class M-8 certificates 'BBB';
   -- $21.5 million class M-9 'BBB-';
   -- $18.3 million class M10 certificates (privately offered)
      'BB+'.

The 'AAA' rating on the senior certificates reflects the 25.85%
total credit enhancement provided by the 5.65% class M-1, the
5.20% class M-2, the 1.55% class M-3, the 2.60% class M-4, the
1.90% class M-5, the 1.45% class M-6, the 1.45% class M-7, the
1.05% class M-8, the 1.35% class M-9, the 1.15% class M-10 and the
2.50% initial overcollateralization.  All certificates have the
benefit of monthly excess cash flow to absorb losses.  In
addition, the ratings reflect the integrity of the transaction's
legal structure as well as the primary servicing capabilities of
New Century Mortgage Corporation (rated 'RPS3' by Fitch).  Wells
Fargo Bank, N.A. will act as Trustee.

As of the cut-off date, August 1, 2006, the mortgage loans have an
aggregate balance of $1,592,991,978.  Approximately 21.83% of the
mortgage loans are interest only.  The weighted average mortgage
rate is approximately 8.179% and the weighted average remaining
term to maturity is 357 months.  The average cut-off date
principal balance of the mortgage loans is approximately $215,269.
The weighted average original loan-to-value ratio is 80.29% and
the weighted average Fair, Isaac & Co. score is 621.  The
properties are primarily located in California (33.36%), Florida
(11.31%) and New York (6.44%).


CHARLES RIVER: Earns $25.7 Million in Period Ended July 1
---------------------------------------------------------
Charles River Laboratories International, Inc. reported net income
of $25.7 million for the three months ended July 1, 2006, compared
to net income of $31.9 million for the three months ended June 25,
2005.

The Company reported a net loss of $74.4 million for the six
months ended July 1, 2006 versus a $59.5 million net income for
the six months ended June 25, 2005.

The Company disclosed net sales from continuing operations
increased 6.8% in the second quarter of 2006 to $267.9 million
from $250.9 million in the second quarter of 2005.

For the first six months of 2006, the Company's net sales from
continuing operations increased by 6% to $522 million, compared to
$492.3 million in the same period in 2005.  The negative effect of
foreign exchange reduced the Company's six-month growth rate by
approximately 1.6%.

"We are very pleased with the progress we achieved during the
second quarter," said James C. Foster, Chairman, President and
Chief Executive Officer. "Exceptional sales growth in the
Preclinical Services segment, due in part to new capacity, stable
pricing, an optimal study mix and improved operating efficiency,
translated into stronger sales and operating income growth for the
quarter. In the RMS segment, we saw improvement in Vaccine product
sales and another strong quarter for our In Vitro business,
however, ongoing cost reductions by several large pharmaceutical
customers limited research model sales."

                    Stock Repurchase Program

The Company has a stock repurchase authorization, in place from
its board of directors, for the purchase of up to $300 million of
its common stock.  It repurchased a total of approximately 900,000
shares at a cost of $37.5 million through June 5, 2006 stock under
the authorization.

In the second quarter of 2006, the Company closed the sale of
$350 million of Convertible Senior Notes due in 2013.  Concurrent
with the sale of the notes, it repurchased approximately 3.7
million shares at a cost of $148.9 million.  The Company has
repurchased a total of approximately 4.6 million shares at a cost
of $186.4 million.  As of July 1, 2006, the Company had
approximately 68.3 million shares of common stock outstanding.

The Company further disclosed its intention to implement an
accelerated stock repurchase program in the third quarter of 2006,
where it expects to repurchase approximately $75 million of common
stock leaving a balance of approximately $39 million available for
repurchases under the authorization.

                       About Charles River

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

                            *   *   *

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

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


CHARTERMAC: Earns $4.2 Million in Second Quarter 2006
-----------------------------------------------------
CharterMac reported financial results for the second quarter and
six months ended June 30, 2006.

"CharterMac had two significant events occur in the
second quarter of 2006, including the launch of our credit
intermediation subsidiary, Centerbrook Financial LLC, and the
announcement of our pending acquisition of ARCap Investors LLC,"
said Marc D. Schnitzer, Chief Executive Officer and President
of CharterMac.  "While both of these events are expected to
contribute to Cash Available for Distribution in 2007, there
were several significant costs associated with these transactions
that impacted our financial results in the second quarter.   
Importantly, both transactions will result in significant cost
savings to the Company going forward, as well as position the
Company for stable growth in 2007 and beyond.  Our core businesses
performed as we had expected in the second quarter, and we believe
we are well positioned to have a strong finish
to the year."

                       Financial Highlights

CharterMac reported total revenues of approximately $79.2 million
for the three months ended June 30, 2006.  Adjusted to exclude the
impact of consolidated partnerships, as discussed on the third
page of this press release, total revenues were approximately
$86.5 million, which represents an increase of approximately 1.2%
as compared to similarly adjusted revenues of approximately
$85.5 million for the three months ended June 30, 2005.

For the six months ended June 30, 2006, CharterMac's total
revenues were approximately $151.4 million.  Adjusted to exclude
the impact of consolidated partnerships, total adjusted revenues
for the six months ended June 30, 2006 were approximately
$163.1 million, which represents an increase of approximately
11.3% as compared to similarly adjusted revenues of approximately
$146.5 million for the six months ended June 30, 2005.

For the three months ended June 30, 2006, CharterMac earned net
income of approximately $4.2 million, representing a decrease of
78.2% as compared to approximately $19.4 million for the three
months ended June 30, 2005.  On a diluted per share basis, net
income was $0.05 for the three months ended June 30, 2006,
representing a decrease of 84.8% as compared to $0.33 for
the three months ended June 30, 2005.

A significant portion of the decrease in net income was due to:

   (i) start-up costs associated with Centerbrook;

  (ii) restructuring and severance costs associated with the
       Company's pending acquisition of ARCap and with the
       transfer of the Company's loan servicing operation to
       Dallas, Texas.  As a result of this transfer, the Company
       believes that it will save between $2.5 million and
       $3 million per year in operating costs beginning in 2007;

(iii) termination fees paid to third party credit providers,
       incremental interest costs and the write-off of deferred
       financing costs associated with the re-securitization of
       $804 million of CharterMac multifamily revenue bonds by
       Centerbrook.  While there were significant fees associated
       with the launch of Centerbrook, CharterMac believes that
       Centerbrook will enable the Company to lower its cost of
       capital going forward.  Specifically, with respect to the
       initial re-securitization transaction, the Company was
       paying third party credit providers 47.9 basis points in
       credit intermediation fees on an annual basis and will now
       capture 38% of those fees through Centerbrook, resulting
       in $1.5 million of annual savings;

  (iv) a decrease in the level of equity invested by our Fund
       Management business due to the timing of the closing of
       investment funds; and

   (v) increased interest expense.

For the six months ended June 30, 2006, CharterMac earned net
income of approximately $18.9 million, representing a decrease
of 44.8% as compared to approximately $34.2 million for the six
months ended June 30, 2005.  On a diluted per share basis,
net income was $0.28 for the six months ended June 30, 2006,
representing a decrease of 52.5% as compared to approximately
$0.59 for the six months ended June 30, 2005.

                         About CharterMac

Based in New York, CharterMac (NYSE: CHC) through its
subsidiaries, offers capital solutions to developers and owners of
multifamily and commercial real estate throughout the country and
quality investment products to institutional and retail investors.

                        *     *     *

As reported on the Troubled Company Reporter on July 18, 2006,
Moody's Investors Service assigned a rating of Ba3 to the
$500 million CharterMac guaranteed senior credit facility which
the company is issuing to acquire ARCap Investors, LLC, a private
real estate finance company specializing in high yield CMBS.  In
addition, Moody's assigned CharterMac a corporate family rating of
Ba3.  The outlook is stable.  The credit facility consists of a
three-year $150 million revolver and a six-year $350 million term
loan.


CHARTERMAC: Centerbrook Financial Closes $175 Mil. Securitization
-----------------------------------------------------------------
Centerbrook Financial LLC completed its second transaction,
providing a pool of credit default swaps in connection with the
re-securitization of approximately $175 million of CharterMac's
existing multifamily revenue bonds.  Since launching at the end
of June, Centerbrook has provided credit default swaps on over
$979 million of CharterMac's bonds.

"Centerbrook continues to build its book of business, having
completed close to $1 billion of credit default swaps in our first
two months of operations," said Robert D. Maum, Chief Executive
Officer of Centerbrook.  "We are currently working on expanding
our credit intermediation capabilities and developing additional
products for the affordable multifamily finance industry."

                        About Centerbrook

Centerbrook Financial LLC -- http://www.centerbrookfinancial.com/
-- provides credit intermediation products, including credit
default swaps, to the affordable housing finance industry.  
Centerbrook Holdings LLC, which owns all of the equity interests
in Centerbrook, is 90% owned by a subsidiary of CharterMac, one of
the nation's leading real estate finance companies, and 10% owned
by IXIS Capital Markets North America Inc., an affiliate of IXIS
Corporate & Investment Bank and a member of Groupe Caisse
d'Epargne, one of France's largest banks.

                        About CharterMac

Headquartered in New York City, CharterMac (NYSE: CHC) --
http://www.chartermac.com/-- through its subsidiaries, CharterMac  
is a full-service real estate finance company, with focus on the
multifamily industry.  CharterMac offers capital solutions to
developers and owners of multifamily and commercial real estate
throughout the country and quality investment products to
institutional and retail investors.

                          *     *     *

As reported in the Troubled Company Reporter on July 18, 2006,
Moody's Investors Service assigned a rating of Ba3 to the
$500 million CharterMac guaranteed senior credit facility which
the company is issuing to acquire ARCap Investors, LLC, a private
real estate finance company specializing in high yield CMBS.  In
addition, Moody's assigned CharterMac a corporate family rating of
Ba3.  The outlook is stable.  The credit facility consists of a
three-year $150 million revolver and a six-year $350 million term
loan.


CHASE COMMERCIAL: Fitch Lifts Low-B Ratings on Four Class Certs.
----------------------------------------------------------------
Fitch upgrades these Chase Commercial Mortgage Securities Corp.
commercial mortgage pass-through certificates, series 1999-2, as:

    -- $27.4 million class E to 'AAA' from 'AA+';
    -- $11.7 million class F to 'AA+' from 'AA-';
    -- $27.4 million class G to 'A-' from 'BBB+';
    -- $7.8 million class H to 'BBB+' from 'BBB'
    -- $6.8 million class I to 'BBB' from 'BB+';
    -- $8.8 million class J to 'BBB-' from 'BB';
    -- $6.8 million class K to 'BB- from 'B+';
    -- $5.9 million class L to 'B' from 'B-'.

In addition, Fitch affirms the following:

    -- $18.9 million class A-1 at 'AAA';
    -- $469.3 million class A-2, at 'AAA';
    -- Interest-only class X at 'AAA';
    -- $41.1 million class B at 'AAA';
    -- $37.2 million class C at 'AAA';
    -- $11.7 million class D at 'AAA'.

The $13.6 million class M is not rated by Fitch.

The rating upgrades reflect the improved credit enhancement levels
as a result of loan payoffs, amortization and the additional
defeasance of 3 loans (3.8%) since Fitch's last rating action.  As
of the July 2006 distribution date, the pool's aggregate
collateral balance has been reduced approximately 11.3% to $694.6
million from $782.7 million at issuance.  Loan modifications on
two previously specially serviced loans have caused interest
shortfalls on classes L and M.

There is currently one (0.5%) loan in special servicing which is
real estate owned.  The asset is secured by a retail property
located in Warr Acres, Oklahoma.  The special servicer is in the
process of obtaining a broker to list the property for sale.


CHENIERE ENERGY: Posts $3.6 Million 2006 Second Quarter Net Loss
----------------------------------------------------------------
Cheniere Energy, Inc. reported a net loss of $3.6 million for the
second quarter of 2006, compared to a net loss of $9.7 million
during the corresponding period in 2005.

The Company disclosed that the major factors contributing to the
net loss during the second quarter of 2006 were charges for
general and administrative expenses of $12.4 million and interest
expense of $11.1 million.

The Company also disclosed working capital at June 30, 2006 was
$756.1 million, compared with $810.1 million at December 31, 2005.

Based in Houston, Texas, Cheniere Energy, Inc., (AMEX:LNG)
explores and produces oil.  It also develops a liquefied natural
gas receiving-terminal business.  It operates a seismic database
covering about 7,000 sq. mi.  It also has a 9% interest in
exploration and production affiliate Gryphon Exploration, which
explores areas targeted by a seismic data licensed from Fairfield
Industries.  With proved reserves of 3,021 barrels of oil and
919.1 million cu. ft. of natural gas, it operates along the coast
of Louisiana, both onshore and in the shallow waters along the
Gulf of Mexico.  In 2005, it acquired BPU LNG.

                           *     *     *

Standard & Poor's Ratings Services affirmed its 'B' corporate
credit rating on Cheniere Energy Inc. and affirmed its 'BB' rating
on the $600 million term B bank loan at Cheniere LNG Holdings LLC,
an indirectly owned, 100% subsidiary of Cheniere Energy.  The
outlook is stable.


CHESAPEAKE CORP: S&P Rates $125 Million Credit Facility at BB-
--------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan and '2' recovery ratings to Chesapeake Corp.'s
proposed $125 million revolving credit facility due 2011 and
GBP140 million term loan B due 2013, based on preliminary terms
and conditions.  At the same time, the senior unsecured debt
rating was lowered to 'B' from 'B+' because of the increase in
priority debt.  The company's 'BB-' corporate credit rating and
'B' subordinated debt ratings were affirmed.  The outlook is
stable.

Paperboard and plastics packaging producer Chesapeake, based in
Richmond, Virginia, will use the term loan proceeds to refinance
about $125 million of borrowings on its existing $250 million
revolving credit facility and to redeem its GBP67 million of
10-3/8% senior subordinated notes due 2011 that become callable
Nov. 15, 2006.  Pro forma for the refinancing, Chesapeake had
total debt, adjusted for operating leases and postretirement
obligations, of about $550 million as of July 2, 2006, with total
debt to last-12-month EBITDA of about 5.2x.  This is a very
aggressive level of debt leverage, but Standard  & Poor's expects
this ratio to improve toward the 4x area, an appropriate level for
the current ratings, as Chesapeake realizes savings from its two-
year cost-reduction program.

"We expect Chesapeake's discretionary cash flow to remain weak and
financial leverage to remain aggressive, given industry
conditions," said Standard & Poor's credit analyst Lisa Wright.
"However, these metrics should improve to levels appropriate for
the current ratings as the company realizes cost savings from its
two-year plan.  We could revise the outlook to negative if we come
to expect meaningful negative discretionary cash flow in 2007 and
beyond, because of weaker industry conditions or cost pressures
that may exceed the restructuring benefits, or if the company's
debt leverage fails to improve to levels appropriate for the
ratings."

S&P expects funds from operations to total debt to improve to the
15% area as cost savings are realized.  Based on actions taken to
date, Chesapeake estimates that it will realize $14 million of
annual savings.  Given the relatively straightforward nature of
its restructuring activities, S&P believes the company is likely
to achieve its goal of $25 million of annual savings.


CINEMARK INC: Moody's Holds Junk Rating on Senior Unsecured Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Cinemark, Inc., in light of the company's announced plans to
acquire Century Theatres, Inc.  Cinemark's B1 corporate family
rating can sustain the less than one turn increase in leverage
that Moody's anticipates will result from the proposed
transaction.  Moody's estimates the acquisition will result
in incremental debt of approximately $500 million as well as
the assumption of Century's existing debt.

Moody's also affirmed all existing Cinemark ratings, and the
outlook remains stable.  Moody's took these actions:

Cinemark, Inc.

   * Affirmed B1 Corporate Family Rating
   * Affirmed Caa1 Senior Unsecured Notes Rating

Cinemark USA, Inc.

   * Affirmed Ba3 Senior Secured Bank Credit Facility Rating
   * Affirmed B3 Senior Subordinate Notes Rating

Moody's also affirmed Century's Ba3 corporate family rating
and its Ba3 senior secured bank rating.  Should the transaction
proceed as planned, Moody's will withdraw Century's ratings.

Moody's estimates Cinemark leverage pro forma for the transaction
will be in the mid 6 times range.  The affirmation of the B1
corporate family rating incorporates Moody's analysis of the
combined company.  The B1 corporate family rating reflects high
leverage, sensitivity to product from movie studios, and a weak
industry growth profile, offset by expectations for continued
positive free cash flow and the advantages of scale and geographic
diversity.  Modest upside cash flow benefits from increased
advertising also support the rating.

Cinemark, Inc. operates approximately 300 theaters and 3,300
screens in North America, Latin America, and South America through
its Cinemark USA, Inc. and other subsidiaries.  One of the largest
motion picture exhibitors in North America with annual revenue of
approximately $1 billion, the company maintains its headquarters
in Plano, Texas.  Century Theatres, Inc. operates approximately 80
theaters with 1,000 screens located primarily in the western half
of the United States.  The company maintains its headquarters in
San Rafael, California, and its annual revenue is approximately
$500 million.


CINEMARK USA: Moody's Holds B3 Rating on Senior Subordinated Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the B1 corporate family rating
for Cinemark, Inc., in light of the company's announced plans to
acquire Century Theatres, Inc.  Cinemark's B1 corporate family
rating can sustain the less than one turn increase in leverage
that Moody's anticipates will result from the proposed
transaction.  Moody's estimates the acquisition will result
in incremental debt of approximately $500 million as well as
the assumption of Century's existing debt.

Moody's also affirmed all existing Cinemark ratings, and the
outlook remains stable.  Moody's took these actions:

Cinemark, Inc.

   * Affirmed B1 Corporate Family Rating
   * Affirmed Caa1 Senior Unsecured Notes Rating

Cinemark USA, Inc.

   * Affirmed Ba3 Senior Secured Bank Credit Facility Rating
   * Affirmed B3 Senior Subordinate Notes Rating

Moody's also affirmed Century's Ba3 corporate family rating
and its Ba3 senior secured bank rating.  Should the transaction
proceed as planned, Moody's will withdraw Century's ratings.

Moody's estimates Cinemark leverage pro forma for the transaction
will be in the mid 6 times range.  The affirmation of the B1
corporate family rating incorporates Moody's analysis of the
combined company.  The B1 corporate family rating reflects high
leverage, sensitivity to product from movie studios, and a weak
industry growth profile, offset by expectations for continued
positive free cash flow and the advantages of scale and geographic
diversity.  Modest upside cash flow benefits from increased
advertising also support the rating.

Cinemark, Inc. operates approximately 300 theaters and 3,300
screens in North America, Latin America, and South America through
its Cinemark USA, Inc. and other subsidiaries.  One of the largest
motion picture exhibitors in North America with annual revenue of
approximately $1 billion, the company maintains its headquarters
in Plano, Texas.  Century Theatres, Inc. operates approximately 80
theaters with 1,000 screens located primarily in the western half
of the United States.  The company maintains its headquarters in
San Rafael, California, and its annual revenue is approximately
$500 million.


CITIZENS COMMS: Earns $101 Million in Quarter Ended June 30
-----------------------------------------------------------
For the three months ended June 30, 2006, Citizens Communications
Company reported a $101,702,000 net income available to common
stockholders out of $506,912,000 in revenues.

The Company's balance sheet at June 30, 2006 showed total assets
of $6,145,297,000 and total liabilities of $5,220,899,000
resulting to a total stockholders' equity of $924,398,000.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:  

               http://researcharchives.com/t/s?f35

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

                           *     *     *

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


CMS ENERGY: Moody's Upgrades Corp. Family & Senior Debt Ratings
---------------------------------------------------------------
Moody's Investors Service upgraded the debt ratings of CMS Energy.  
The ratings upgraded include CMS Energy's Corporate Family Rating
to Ba1 from Ba3 and its senior unsecured debt to Ba3 from B1.  CMS
Energy's SGL-2 rating is unchanged.  The outlook is stable.  The
rating action concludes the review for possible upgrade that was
initiated on June 28, 2006.

The upgrade of CMS Energy's ratings reflects the improving
trend in the company's financial and business risk profile.  
The upgrade also incorporates the expectation for additional
improvement in financial performance over the next several
years.  For example, the ratio of adjusted funds from operations
to debt is expected to improve to about13% over the next three
years due to the benefits of higher electric and gas base rates at
the regulated utility subsidiary and continued gradual debt
reduction at the parent company level.

Business risk has been reduced as the company has narrowed the
scope of its operations to focus on regulated utility subsidiary
Consumers Energy.  The recent announcement regarding the sale of
the Midland Cogeneration Venture project continues an ongoing
trend of divesting or scaling back underperforming and non-
regulated assets and is expected to improve earnings and reduce
cash flow volatility.  With non-regulated assets reduced to about
10% of consolidated assets after the MCV transaction closes, the
business risk profile and cash flow of the parent company will
mainly reflect the regulated utility operations.

The upgrade further recognizes perceived improvements in corporate
governance, risk management practices, and liquidity management.

The ratings and stable outlook incorporate the expectation that
Consumers will benefit from relatively timely recovery of fuel and
purchased power costs through the annual power supply cost
recovery mechanism, including the recovery of purchased power that
is necessary to meet the portion of its load requirements that
exceed its internal generation capability.  The ratings also
incorporate the expectation that the company will receive timely
recovery of gas inventory costs in its natural gas distribution
business through the annual gas cost recovery mechanism.

Based in Jackson, Michigan, CMS Energy Corporation is a
diversified energy holding company.  Through its regulated
utility subsidiary, Consumers Energy, the company provides natural
gas and electricity to almost 60% of nearly 10 million customers
in Michigan's lower peninsula counties.

Upgrades:

Issuer: CMS Energy Corporation

   * Corporate Family Rating, Upgraded to Ba1 from Ba3

   * Preferred Stock, Upgraded to B3 from Caa1

   * Preferred Stock Shelf, Upgraded to (P)B3 from (P)Caa1      

   * Senior Secured Bank Credit Facility, Upgraded to Ba2 from
     Ba3

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

   * Senior Unsecured Medium-Term Note Program, Upgraded to Ba3
     from B1

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

   * Senior Unsecured Shelf, Upgraded to (P)Ba3 from (P)B1

   * Subordinated Conv./Exch. Bond/Debenture, Upgraded to B2 from
     B3

   * Subordinated Shelf, Upgraded to (P)B2 from (P)B3

Issuer: CMS Energy Trust I

   * Preferred Stock, Upgraded to B2 from B3

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: CMS Energy Trust II

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: CMS Energy Trust III

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: CMS Energy Trust IV

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Issuer: CMS Energy Trust V

   * Preferred Stock Shelf, Upgraded to (P)B2 from (P)B3

Outlook Actions:

Issuer: CMS Energy Corporation

   * Outlook, Changed To Stable From Rating Under Review

Issuer: CMS Energy Trust I

   * Outlook, Changed To Stable From Rating Under Review

Issuer: CMS Energy Trust II

   * Outlook, Changed To Stable From Rating Under Review

Issuer: CMS Energy Trust III

   * Outlook, Changed To Stable From Rating Under Review

Issuer: CMS Energy Trust IV

   * Outlook, Changed To Stable From Rating Under Review

Issuer: CMS Energy Trust V

   * Outlook, Changed To Stable From Rating Under Review


COEUR D'ALENE: Invests $60 Million on San Bartolome Silver Mine
---------------------------------------------------------------
A spokesperson of Coeur D'Alene Mines Corp. told Business News
Americas that the firm will invest $60 million in the second
half of 2006 on the construction of its $135 million San
Bartolome silver mine.

As reported in the Troubled Company Reporter-Latin America on
July 18, 2006, Coeur said it would start the construction of the
mine.  The initial phase of the construction would be on a
silver-processing plant in Potosi, in the southwest region of
Bolivia, which the mines ministry dubs as the "start of the
reactivation of the mining sector."  Coeur estimated that the
project would start producing the projected 8 million ounces of
silver per year by the end of 2007, as planned.  The Bolivian
government said that the San Bartolome mine would increase its
assistance to the city's 120,000 residents, as it would process
the metals gathered by seven mining companies in Potosi.

"In the second half of the year we anticipate spending levels to
pick up rapidly to something like $60 million.  We have been
in the construction phase for some time but it has been at a
fairly modest level of activity," BNamericas relates, citing
Scott Lamb -- a Coeur spokesperson.

Meanwhile, Coeur had disclosed that it successfully restructured
a lease contract for one of the San Bartolome properties its
leases from Corporacion Minera de Bolivia, Bolivia's state-run
mining company, BNamericas notes.

Mr. Lamb told BNamericas, "We think [the restructuring] is
indicative of our ability to work productively and cooperatively
with the government and is part of an ongoing process in which
we continue to develop relationships with it."

Mr. Lamb said Coeur is "seeing very encouraging signs" from the
Bolivian government and has even received assurances on the
secure status of San Bartolome, BNamericas notes.

Coeur d'Alene Mines Corp. -- http://www.coeur.com/-- is
the world's largest primary silver producer, as well as a
significant, low-cost producer of gold.  The Company has mining
interests in Nevada, Idaho, Alaska, Argentina, Chile, Bolivia
and Australia.

                         *     *     *

Coeur d'Alene Mines Corporation's $180 Million notes due
Jan. 15, 2024, carry Standard & Poors' B- rating.


COMM 2004-LNB2: Fitch Holds Low-B Ratings on Six Classes
--------------------------------------------------------
Fitch Ratings affirms COMM 2004-LNB2 as:

    -- $44 million class A-1 at 'AAA';
    -- $129.5 million class A-2 at 'AAA';
    -- $157.6 million class A-3 at 'AAA';
    -- $466.5 million class A-4 at 'AAA';
    -- Interest only class X-1 at 'AAA';
    -- Interest only class X-2 at 'AAA';
    -- $25.3 million class B at 'AA';
    -- $9.6 million class C at 'AA-';
    -- $19.3 million class D at 'A';
    -- $8.4 million class E at 'A-';
    -- $9.6 million class F at 'BBB+';
    -- $10.8 million class G at 'BBB';
    -- $10.8 million class H at 'BBB-';
    -- $4.8 million class J at 'BB+';
    -- $6.0 million class K at 'BB';
    -- $3.6 million class L at 'BB-';
    -- $4.8 million class M at 'B+';
    -- $2.4 million class N at 'B';
    -- $1.2 million class O at 'B-'.

Fitch does not rate the $12.6 million class P.

The affirmations are the result of minimal paydown since issuance
and stable performance.  As of the August 2006 distribution date,
the pool has paid down 3.74% to $927.1 million from $963.8 million
at issuance. In addition, three loans, 4.8% of the pool, have
defeased.

There are currently two specially serviced loans (1.2%).  Both
loans are multifamily properties that were significantly impacted
by Hurricane Katrina.  One of the properties (0.8%), located in
New Orleans, Louisiana, was completely destroyed.  The borrower is
currently in negotiations with the insurance company regarding the
insurance coverage and proceeds.  The borrower has used proceeds
to pay down the debt and keep the loan current; however, if
additional proceeds are not received, losses are possible.  The
other property (0.4%), located in Biloxi, Mississippi, was heavily
damaged; however, the borrower is using insurance proceeds to keep
the loan current during renovations.

Three loans have investment grade credit assessments: Tyson's
Corner Center (15.8%), AFR Office Portfolio (8%) and Meadows Mall
(5.8%).  Based on their stable performance the loans maintain
investment grade credit assessments.  The Fitch stressed debt
service coverage ratio is calculated based on a Fitch adjusted net
cash flow and a stressed debt service based on the current loan
balance and a hypothetical mortgage constant.

Tyson's Corner Center is secured by a 1.6 million square foot (sf)
regional mall in McLean, Virginia.  There are four pari passu
notes, A-1 through A-4. A-1 is included in the trust.  For year
end (YE) 2005 the Fitch stressed DSCR has increased to 1.82 times
(x) from 1.53x at issuance.  Occupancy as of YE 2005 has improved
to 97.7% from 95.9% at issuance.

The AFR office portfolio is secured by 153 properties located
across 19 states.  The total debt on the portfolio consists of an
A-1, A-2, A-3, A-4 and a B-note.  The A-3 note is included in the
trust. The Fitch stressed DSCR for YE 2005 is 1.58x compared to
1.79x at issuance.  Occupancy as of YE 2005 is 85.8% compared to
86.4% at issuance.

The Meadows Mall is secured by a 312,210 sf regional mall in Las
Vegas, Nevada.  The note is split into two equal pari passu pieces
with the A-2 piece included in the trust.  As of YE 2005 the Fitch
stressed DSCR has increased to 1.48x from 1.39x at issuance.
Occupancy as of YE 2005 is 93% compared to 96.6% at issuance.


COMMSCOPE INC: Backs Out on Proposed Andrew Corp. Acquisition
-------------------------------------------------------------
CommScope, Inc. responded to Andrew Corporation's rejection of its
proposal to acquire all of Andrew's outstanding shares for $9.50
per share in cash:

"We are disappointed that Andrew has decided to reject our
proposal.  After careful consideration with our advisors,
CommScope has decided not to pursue its proposal to acquire Andrew
Corporation at the present time.  CommScope's operational
excellence and financial discipline has made us a global leader in
the 'last mile' of telecommunications.  We intend to continue
building upon our leadership position and we are confident that
CommScope is poised to continue creating value for its
stockholders."

                    About Andrew Corporation

Based in Westchester, Illinois, Andrew Corporation (Nasdaq: ANDW)
-- 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

Based 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.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Moody's Investors Service placed the ratings of CommScope, Inc. on
review for possible downgrade following its report that it placed
an all cash bid to acquire Andrew Corporation for $1.7 billion.  
This bid is a competing offer set to expire Aug. 11, 2006, with a
36% premium to that outstanding by ADC Telecommunications Inc.  
Moody's estimates that pro forma for the acquisition prior to cost
savings from synergies, Commscope's financial leverage as measured
by debt to TTM June 2006 EBITDA adjusted for capitalized operating
leases would be increased from about 2.2x to more than 5x, which
could potentially result in a multiple notch downgrade.

Ratings under review for downgrade include the Ba2 corporate
family rating and B1 rating of its $250 million senior
subordinated note due 2024.

As reported in the Troubled Company Reporter on Aug. 9, 2006,
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
CommScope's offer to acquire Andrew Corp. for $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.


CONSTELLATION BRANDS: Moody's Rates $500 Million Sr. Notes at Ba2
-----------------------------------------------------------------
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s new shelf and concurrently, a Ba2
rating to Constellation's new $500 million senior unsecured note,
due 2016.  Constellation's existing ratings are not affected by
these actions, and have been affirmed.  The ratings outlook
remains negative.

The notes will be fully and unconditionally guaranteed by the
subsidiaries that are guarantors under Constellation Brands senior
bank credit facility.  Proceeds from the debt issuance are to be
used to reduce a corresponding amount of borrowings under the
revolver and permanent reduction in term loans.

Moody's assessment of Constellation's liquidity remains unchanged
given that free cash flow is expected to be pressured throughout
the next twelve months thus offsetting the benefits of the
refinancing.

Moody's previous rating action on Constellation was the June 15,
2006 rating affirmation and assignment of bank facility ratings
Following the Vincor acquisition.

Constellation's ratings remain constrained by its aggressive
acquisition strategy, which gives rise to considerable integration
and event risk and high pro forma financial
leverage.

Offsetting these risks are Constellation's scale and market
diversification, its broad portfolio of brands covering the wine,
spirits and imported beer categories at all price points,
franchise strength and growth potential, and solid profitability
and efficiency.  The ratings also consider the company's
demonstrated ability to quickly integrate acquisitions, repay debt
and restore credit metrics.

Leverage improvement following the most recent acquisition will be
further delayed due to the company's recently announced
restructuring program, which will reduce cash flow due to one time
cash charges of approximately $40 million and increased capital
spending of approximately $25 million.  These projects are
expected to reduce net operating expenses by approximately
$5 million in fiscal 2008 and by more than $15 million annually
beginning in fiscal 2009.

Despite the shortfall in expected free cash flow to debt levels,
the ratings affirmation reflects Moody's belief that such
tightening should be temporary given the longer term benefit of
the announced restructuring plan.  The negative ratings outlook
continues to reflect Moody's concern about Constellation's
aggressive acquisition strategy, integration risk, and the
resulting pressures on its financial and business profile.

Any further deviation from current financial or strategic
expectations could result in a downgrade of the ratings.  Upward
rating movement -- absent an exogenous event -- is unlikely at
this time. Stabilization of the outlook could result over time
from evidence that the company has successfully integrated Vincor,
sufficiently paid down debt and is committed to
sustained levels of improved credit metrics.

Ratings assigned:

Shelf ratings:

   * Senior unsecured at (P)Ba2

   * Subordinated at (P)Ba3

   * Preferred stock at (P)B1

   * Ba2 for the $500 million senior unsecured debt issuance due
     2016

Ratings affirmed:

   * $3.5 billion secured bank credit facilities consisting of a
     $1.2 billion Term Loan A due June 2011, a $1.8 billion Term
     Loan B due June 2013, and a $500 million revolving credit
     facility due June 2011$3.5 billion senior secured bank
     facilities; Ba2

   * $200 million 8% senior unsecured notes, due 2008, Ba2

   * GBP80 million 8.5% senior unsecured notes, due 2009, Ba2

   * GBP75 million 8.5% senior unsecured notes, due 2009, Ba2

   * $250 million 8.125% senior subordinated notes, due 2012, Ba3

   * Ba2 Corporate Family Rating

   * The SGL-2 Speculative Grade Liquidity rating

Headquartered in Fairport, New York, Constellation Brands, Inc. is
a leading international producer and marketer of beverage alcohol
brands with a broad portfolio across the wine, spirits, and
imported beer categories.  For the fiscal year ended February 28,
2006, consolidated net revenue was approximately $4.6 billion.  
Vincor International Inc. is one of the world's top ten wine
companies with revenue for the twelve months ended December 31,
2005 exceeding CDN$724 million.


CT CDO: Fitch Affirms Low-B Ratings on Six Class Certificates
-------------------------------------------------------------
Fitch affirms these CT CDO III Ltd., a collateralized debt
obligation as:

    -- $61.0 million class A-1 at 'AAA';
    -- $147.2 million class A-2 at 'AAA';
    -- $29.0 million class B at 'AA';
    -- $13.7 million class C 'A';
    -- $5.1 million class D at 'A-';
    -- $6.8 million class E at 'BBB+';
    -- $6.8 million class F at 'BBB';
    -- $9.8 million class G at 'BBB-';
    -- $11.5 million class H at 'BB+';
    -- $6.8 million class J at 'BB';
    -- $3.8 million class K at 'BB-';
    -- $5.1 million class L at 'B+';
    -- $5.5 million class M at 'B';
    -- $4.3 million class N at 'B-';

Classes O, X and the Preferred Shares class are not rated by
Fitch.

The affirmations are the result of minimal changes the ratings of
the underlying securities, as well as the stable credit
enhancement levels.  There has been no principal paydown and no
losses since issuance.

The certificates are collateralized by all or a portion of 23
classes of fixed rate CMBS in 15 separate underlying CMBS
transactions.  The weighted average rating factor is 19.4 (BB-
/B+), stable from issuance.  The classes' ratings are based on
Fitch's actual rating, or on Fitch's internal credit assessment
for those classes not rated by Fitch.

Delinquencies in the underlying transactions are:

    * 30 days (0.1%);
    * 60 days (0.0%);
    * 90 days or more (0.3%);
    * foreclosure (0.4%) and
    * REO (0.3%).


DA VINCI: Voluntary Chapter 11 Case Summary
-------------------------------------------
Debtor: Da Vinci Food Service, Inc.
        52-C Green Pond Road
        Rockaway, New Jersey 07866

Bankruptcy Case No.: 06-17380

Chapter 11 Petition Date: August 9, 2006

Court: District of New Jersey (Newark)

Debtor's Counsel: John O'Boyle, Esq.
                  Stern, Lavinthal, Frankenberg & Norgaard
                  184 Grand Avenue
                  Englewood, New Jersey 07631
                  Tel: (201) 871-1333
                  Fax: (201) 871-3161

Estimated Assets: Unknown

Estimated Debts:  Unknown

The Debtor did not file a list of its 20 Largest Unsecured
Creditors.


DELPHI CORP: American Axle CEO Downplays Plan to Buy Delphi Parts
-----------------------------------------------------------------
American Axle & Manufacturing Holdings Inc. may be interested in
acquiring certain of Delphi Corporation's businesses.

Some parts of Delphi would fit with American Axle's business
model, Richard Dauch, CEO of American Axle, told the Detroit Free
Press before a speech at the Management Briefing Seminars in
Traverse City, Michigan.

"We could bolt them on to us," Mr. Dauch said, according to Free
Press.

However, Mr. Dauch refused to elaborate on his interest in the
bankrupt auto-parts supplier.

Mr. Dauch also said he hopes Delphi reaches a resolution with
General Motors Corp. and its unions, Free Press writer Jason
Roberson relates.

American Axle supplies driveline systems and related powertrain
components and chassis modules for light trucks, sport utility
vehicles, and passenger cars and crossover vehicles.

Both companies were once part of GM.  American Axle got separated
through an asset purchase while Delphi was spun off.

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. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000, http://bankrupt.com/newsstand/)


DELPHI CORP: Hires 290 Temporary Workers for Lockport Plant
-----------------------------------------------------------
Delphi Corporation has hired 290 workers for its plant in
Lockport, New York, to fill an upcoming void in January, WIVB.com
says.

More than 1,100 of Delphi's veteran workers who have participated
in the attrition program will be leaving by January.

The Buffalo News relates that 200 temporary workers started
training on July 10, and another 90 started on July 17.  The
people were referred by existing workers and from the state Labor
Department's job pool, says Buffalo News, citing Paul Siejak,
president of United Auto Workers Local 686, Unit 1.

More temps are likely on the way, Delphi Spokesman Lindsey
Williams said, according to Buffalo News.

According to WIVB.com, the new hires will be paid about $14 per
hour, which is about half of the wage of regular union workers at
the plant.

"There are a lot of people earning $7-$8 an hour out there -- for
these people, it's not a pay cut," Lockport Mayor and retired
Delphi worker Michael Tucker told Buffalo News.

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. 36; Bankruptcy Creditors'
Service, Inc., 215/945-7000, http://bankrupt.com/newsstand/)


DELTA PETROLEUM: S&P Junks Rating on $150 Million Senior Notes
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit rating on exploration and production company Delta
Petroleum Corp.  At the same time, Standard & Poor's lowered its
rating on the company's $150 million senior notes due 2015
to 'CCC+' from 'B-'.

The outlook remains stable. As of June 30, 2006, Denver, Colorado-
based Delta had $224 million in debt.

The upward revision of the borrowing base on Delta's credit
facility to $120 million from $75 million prompted the downgrade
of the unsecured notes.  Assuming a fully drawn credit facility,
Delta's priority debt exceeds 15% of the book value of the
company's assets, which is our guideline for lowering a debt class
rating by one notch relative to the corporate credit rating.

"Delta's business risk profile is vulnerable, reflecting its small
reserve base, high cost structure, and an aggressive capital-
expense program, as it seeks to diversify away from its Gulf Coast
properties," said Standard & Poor's credit analyst Paul Harvey.

"At the current rating level, these weaknesses are partially
mitigated by Delta's solid reserve life, high operatorship of its
properties, and good reserve replacement," said Mr. Harvey.

The stable outlook on Delta reflects expectations that the company
will continue to improve its liquidity and expand production in
the near term.

Delta is a small, independent exploration and production company
with year-end Dec. 31, 2005 proved reserves of 269 billion cubic
feet equivalent.


DIVERSIFIED REIT: Fitch Holds Low-B Ratings on Three Class Notes
----------------------------------------------------------------
Fitch Ratings affirms all classes of notes issued by Diversified
REIT Trust 1999-1 Ltd./Corp. (DREIT 1999-1).  These rating actions
are effective immediately:

    -- $104,075,367 class A-1 at 'AAA';
    -- $210,131,833 class A-2 at 'AAA';
    -- $31,125,600 class B at 'AAA';
    -- $31,125,600 class C at 'AAA';
    -- $41,500,800 class D at 'A+';
    -- $23,344,200 class E at 'BBB-';
    -- $5,187,600 class F at 'BB';
    -- $7,781,400 class G at 'BB-';
    -- $5,187,600 class H at 'B';
    -- Class X (interest only) at 'AAA'.

DREIT 1999-1 is a collateralized debt obligation which closed May
26, 1999.  DREIT 1999-1 is composed of a static pool of senior
unsecured real estate investment trust securities.

Fitch has reviewed the credit quality of the individual assets
comprising the portfolio.  The rating affirmations reflect the
continued stable performance of the collateral since closing.  The
weighted average rating factor has reduced slightly to 6.64 as of
Aug. 7, 2006 compared to 6.76 at last rating review.  Since the
last review, the portfolio assets have experienced a similar
amount of credit upgrades as credit downgrades.  The weighted
average coupon has also remained stable and is currently at 7.36%.
The seasoning of the collateral can be illustrated by the
declining weighted average life.  The WAL of the portfolio
declined to 1.65 years as of Aug. 7, 2006 versus 2.51 years at
last review.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.  There are currently
no defaulted assets in the portfolio.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


DIVERSIFIED REIT: Fitch Lifts Ratings on $13.64 Mil. Class Notes
----------------------------------------------------------------
Fitch Ratings upgrades six classes and affirms four classes of
notes issued by Diversified REIT Trust 2000-1 Ltd./Corp. (DREIT
2000-1).  These rating actions are effective immediately:

    -- $18,300,000 class A-1 'AAA';
    -- $145,836,000 class A-2 'AAA';
    -- $18,090,000 class B 'AAA';
    -- $26,992,000 class C upgrade to 'AAA' from 'AA';
    -- $21,249,000 class D upgrade to 'AA-' from 'A';
    -- $11,343,000 class E upgrade to 'BBB+' from 'BBB';
    -- $4,307,000 class F upgrade to 'BB+' from 'BB';
    -- $5,025,000 class G upgrade to 'BB' from 'BB-';
    -- $4,308,000 class H upgrade to 'B+' from 'B';
    -- class X notes (interest only) 'AAA'.

DREIT 2000-1 is a collateralized debt obligation which closed
April 13, 2000, composed of a static pool of senior unsecured real
estate investment trust securities.

The upgrades are driven primarily by the improved credit quality,
seasoning of the collateral, and deleveraging of the transaction.
Since last review, the percentage of portfolio assets having
experienced credit upgrades outweighs the percentage of
downgrades.  The weighted average rating factor has improved to
5.65 as of August 4, 2006 from 6.14 at last review. The weighted
average coupon remains relatively stable at 7.68%.

The notes pay principal in sequential order and there are no over-
collateralization or interest coverage tests.  There are currently
no defaulted assets in the portfolio.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


DLJ COMMERCIAL: Fitch Cuts Rating on $9.7 Mil. Certificates to B-
-----------------------------------------------------------------
Fitch Ratings downgrades DLJ Commercial Mortgage Corp.'s  
commercial mortgage pass-through certificates, series 2000-CKP1,
as:

    -- $9.7 million class B-6 to 'B-' from 'B'.

Fitch upgrades these classes:

    -- $58 million class A-3 to 'AAA' from 'A+';
    -- $16.1 million class A-4 to 'AAA' from 'A';
    -- $16.1 million class B-1 to 'AA' from 'A-';
    -- $25.8 million class B-2 to 'A' from 'BBB';
    -- $12.9 million class B-3 to 'BBB+' from 'BBB-'.

In addition, Fitch affirms:

    -- $785.7 million class A-1B at 'AAA';
    -- Interest-only class S at 'AAA';
    -- $51.6 million class A-2 at 'AAA';
    -- $33.9 million class B-4 at 'BB+';
    -- $17.7 million class B-5 at 'BB'.

The $9.7 million class B-7 certificates remain at 'CC/DR4'.

The balances of the classes B-8, B-9 and C certificates have been
reduced to zero due to realized losses.

The rating downgrade is the result of increased Fitch Loans of
Concern since the last ratings action.  Fitch LOC total 17.7% of
the outstanding balance and include the specially serviced assets
(3.5%) and loans with low debt service coverage ratios and
occupancies.

The rating upgrades are the result of increased subordination
levels resulting from loan payoffs, amortization, as well as
defeasance since Fitch's last rating action.  As of the July 2006
distribution date, the pool has paid down 19.8% to $1.03 billion
from $1.29 billion at issuance. In addition, 28 loans (20.7%) have
defeased, including three of the top 10 loans (8.9%).

Five assets (3.5%) are currently in special servicing: one real
estate owned (REO) property (0.12%), one loan that is 90 days
delinquent (0.48%), and three loans that are current (2.9%).  The
three current loans (2.9%) are multifamily properties with a total
of 732 units in Colorado Springs, Colorado.  All three loans are
expected to payoff in September 2006.

The 90-day delinquent loan (0.48%) is a multifamily property
located in Memphis, Tennessee.  The special servicer is pursuing
foreclosure.

The REO asset (0.12%) is a self storage facility located in
Hamilton, Ohio.  The special servicer is working to stabilize the
property and has listed it for sale.

Fitch expects losses on the specially serviced loans, however,
such losses are expected to be absorbed by the class B-7
certificate.

Fitch reviewed the credit assessment of the 437 Madison Avenue
loan (8.1%).  The 437 Madison Avenue loan is secured by a 782,921-
square foot office property in midtown Manhattan. The Fitch
stressed DSCR for the loan remains strong at 2.58 times (x) for
year-end 2005 compared to 2.01 for YE 2004 and 1.65x at issuance.
The property is currently 99.2% occupied.  The Fitch stressed DSCR
for the loan is calculated using Fitch adjusted net cash flow
divided by a Fitch stressed debt service payment.  Based on its
improved performance, the loan maintains an investment grade
credit assessment.


DLJ COMMERCIAL: Fitch Holds Low-B Ratings on $20.2 Mil. Certs.
--------------------------------------------------------------
Fitch Ratings upgrades these DLJ Commercial Mortgage Corp.
mortgage pass-through certificates, series 1999-CG3 as:

    -- $27.0 million class B-3 certificates to 'A+' from 'A'.

In addition, Fitch affirms these classes:

    -- $14.2 million class A-1A at 'AAA';
    -- $509.1 million class A-1B at 'AAA';
    -- $17.7 million class A-1C at 'AAA';
    -- Interest-only class S at 'AAA';
    -- $25.0 million class A-2 at 'AAA';
    -- $49.5 million class A-3 at 'AAA';
    -- $13.5 million class A-4 at 'AAA';
    -- $15.7 million class A-5 at 'AAA';
    -- $18.0 million class B-1 at 'AAA';
    -- $15.7 million class B-2 at 'AAA';
    -- $13.5 million class B-4 at 'BBB+;
    -- $9.0 million class B-5 at 'BBB-';
    -- $11.2 million class B-6 at 'BB';
    -- $9.0 million class B-7 at 'B-'.
    -- $9.0 million class B-8 remains 'CC/DR5';
    -- $2.8 million class C remains 'C/DR6'.

The upgrade is a result of the additional loan payoffs and
scheduled amortization as well as the additional defeasance of
four loans (7%) since Fitch's last rating action.  Since issuance,
29 loans representing 38.2% of the pool have defeased.  As of the
July 2006 distribution date, the pool's aggregate certificate
balance has been reduced approximately 15.5% to $760.0 million
from $899.2 million at issuance.

There are currently five loans (2.2%) in special servicing.  The
largest loan (1.2%) is secured by a 183,849 square foot office
property located in Richmond, Virginia.  The loan transferred to
the special servicer due to monetary default.  The borrower has
agreed to a deed in lieu of foreclosure, pending a clear
environmental report.  Based on recent appraisal valuations,
losses are expected upon the disposition of this asset.

The second largest loan in special servicing (0.6%) is secured by
a hotel property located in Indianapolis, Indiana.  The property
transferred to the special servicer due to imminent default.  The
Holiday Inn flag expired in September 2005 and the borrower was
unable to make the required PIP repairs.  The special servicer is
proceeding with foreclosure.


DPAC TECHNOLOGIES: Posts $296,000 Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
DPAC Technologies Corp., reported its results for the second
quarter ended June 30, 2006.

These results include the combined operations of DPAC Technologies
Corp. and QuaTech, Inc. which combined on February 28, 2006.  As a
result of the merger, QuaTech has become a wholly-owned subsidiary
of DPAC.  For accounting purposes, the transaction is considered a
"reverse merger" under which QuaTech is considered the acquirer of
DPAC.

Accordingly, the purchase price was allocated among the
fair values of the assets and liabilities of DPAC, while the
historical results of QuaTech are reflected in the results of
the combined company.  The results of operations are those of
QuaTech prior to the merger date, and combined QuaTech and DPAC
after the merger date of February 28, 2006.

                Second Quarter Operating Results

For the second quarter of 2006, net sales were $3.5 million from
net sales of $2.6 million in the second quarter of 2005, and up 9%
from net sales of $3.2 million in the first quarter of 2006.  Net
sales related to the Company's Device Connectivity products
increased by $200,000 and net sales related to the Company's
Device Networking products, including the Airborne(TM) wireless
product line, increased by $733,000 over the quarter ended June
30, 2005.

The Company reported an operating profit of $97,000 as compared to
$302,000 for the second quarter of 2005 and an operating loss of
$52,000 for the first quarter of 2006.  The Company's net loss for
the current year second quarter totaled $296,000 as compared to
net income of $92,000 for the prior year's second quarter, and a
net loss of $246,000 for the first quarter of 2006.

Total operating expenses incurred in the second quarter of 2006 of
$1.5 million increased by $600,000 over the previous year period.  
The increase was the result of incremental costs, primarily
personnel related, in Sales & Marketing of $126,000
and R&D of $112,000, incurred to support the Airborne wireless
product line; amortization expense of $122,000 for intangible
assets acquired in the merger; and an increase in General &
Administrative expenses of $254,000.  

Interest expense of $382,000 for second quarter of 2006 included
non-cash charges totaling $219,000, for the amortization of
deferred financing costs and the accretion of success fees and
discount on the subordinated debt.  Additionally, the company
recorded a non-cash charge of $163,000 for the accretion of the
liability for warrants.

                   Six Months Operating Results

Net sales for the first six months of 2006 were $6.7 million, up
47% from net sales of $4.5 million in the same period of 2005.   
Net sales related to the Company's Device Connectivity products
increased $928,000 and net sales related to the Company's Device
Networking products, including the Airborne wireless product line,
increased by $1.2 million over the six months ended June 30, 2005.

The Company reported an operating profit of $45,000 as compared to
$335,000 for the 2005 period.  The Company's net loss for the
current year period totaled $543,000 as compared to net income
of $11,000 for the prior year period.  Interest expense of
$715,000 for the first six months of 2006 included non-cash
charges totaling $393,000, for the amortization of deferred
financing charges discounts and the accretion of success fees and
discount on the subordinated debt.  Additionally, the company
recorded a non-cash charge of $164,000 for the accretion of the
liability for warrants.

                      Balance Sheet Summary

At June 30, 2006, the Company had total assets of $13.2 million,
including cash and cash equivalents of $28,000.  This compares to
total assets of $7.6 million at December 31, 2005, which included
$11,000 in cash and cash equivalents.  As a result of the merger,
the Company recorded goodwill and intangible assets of
approximately $5.1 million.

                       Going Concern Doubt

Moss Adams, LLP, expressed substantial doubt about DPAC
Technologies' ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Feb. 28, 2005.  The auditing firm points to the Company's
continuing losses from operations and negative operating cash
flow.

The Company's former independent auditor, Deloitte & Touche, LLP,
had issued a clean and unqualified opinion after auditing the
Company's financial statements for the fiscal years ended June 30,
2004 and 2003.

                     About DPAC Technologies

DPAC Technologies Corp., fka Dense-Pac Microsystems, Inc.
(OTCBB:DPAC) -- http://www.dpactech.com/-- provides wireless  
connectivity products for industrial, transportation, medical and
other commercial applications.  The Airborne(TM) wireless Local
Area Network Node Module was introduced in September 2003 after an
initial year of research and development.  The product is designed
to enable OEM equipment designers to incorporate 802.11 wireless
LAN connectivity into their device, instrument or equipment
through the inclusion of the Company's Wireless LAN Node Module in
their system design.  The Company also sells Airborne(TM) Direct
plug-and-play wireless products that add 802.11 wireless
connectivity to legacy instruments and equipment that have a pre-
existing serial or Ethernet data port.


EAGLEPICHER HOLDINGS: Court OKs Adequacy of Environmental Trusts
----------------------------------------------------------------
The Hon. J. Vincent Aug, Jr. of the U.S. Bankruptcy Court for the
Southern District of Ohio, Western Division, ruled on the adequacy
of EaglePicher Holdings, Inc., and its debtor-affiliates' proposed
funding for the Urbana Custodial Trust and Sidney Custodial Trust.

Judge Aug found that the Debtors have proposed a plan that
complies with statutory requirements and is not forbidden by law.  
Judge Aug rejected the Environmental Protection Agency's arguments
to the contrary.

The Debtors own sixteen properties with various environmental
problems.  Initially, the Debtors proposed to simply abandon these
properties as burdensome to the estate.  This proposal was met
with fierce opposition from federal and state environmental
regulatory agencies.  

The Debtors then proposed to transfer the properties to various
Custodial Trusts, with each Custodial Trust being funded to a
level acceptable to the appropriate agencies.  The parties were
able to agree on the amount of funding for all but two sites, one
in Urbana, Ohio, and the other in Sidney, Ohio.

The Debtors proposed to fund the Urbana Custodial Trust with
$45,000 and the Sidney Custodial Trust with $900,000.  The EPA
proposed an amount of $1,842,720 for the Urbana Custodial Trust
and a range of $5,855,256 to $9,330,420 for the Sidney Custodial
Trust.

Judge Aug said that the Debtors bear the ultimate burden of proof
on this issue.  As to the specific issue of whether the Custodial
Trusts are adequately funded, the parties differ sharply on the
legal standard to be applied.  

The EPA contends that the funding amounts must allow for the
Custodial Trustee to bring each site "into compliance" with state
and federal laws.  The Debtors contended that the EPA must prove
that the sites pose an "imminent and identifiable harm to public
health and safety."

                           Urbana Site

The Urbana site is a 2.86-acre area, which includes a 15,000
square foot U-shaped area surrounding a city water tower.  The
U-shaped area was initially used as a borrow pit in 1966 for the
construction of a porcelain manufacturing facility known as the
Chi-Vit facility.

From 1966 until 1976, when an off-site disposal area became
available, the borrow pit was used for on-site disposal of
Chi-Vit's off-spec metal oxides, raw materials, and general
rubbish.  The site was eventually covered with topsoil.  It is now
a lawn.  A few bare spots in the grass are visible.

Although the bare spots are a "red flag" suggesting soil
contamination, Gary Vajda, the Debtors' expert, said those bare
areas are near the water tower and result from vehicular traffic.

John Gulch, the EPA's environmental expert, expressed his concern
that the U-shaped disposal site was a known industrial disposal
site for 10 years and that there was no specific listing of what
went into this site.

Michael Starkey, the EPA's groundwater expert, and Mr. Gulch's
collective proposal for the Urbana site included:

   -- a site assessment at a cost of $179,520,

   -- the removal of hazardous waste, if necessary, at a cost of
      $1,650,000, and

   -- closure of the wells at a cost of $13,200.

The EPA was very clear that the need for the removal of hazardous
waste would be entirely dependent upon the results from a site
assessment.

On the other hand, Mr. Vajda contended that the removal of the
existing groundwater testing wells and a deed restriction to
insure the integrity of the soil would cost $45,000.

Judge Aug concluded that:

   -- the Debtors' proposal for the Urbana site will bring the
      property into compliance with federal and state laws,

   -- the proposed funding of $45,000 is sufficient to bring the
      site into compliance with applicable laws, and

   -- the Debtors have satisfied their burden of proof and have
      not proposed a plan forbidden by law.

                            Sidney Site

The Sidney site is an 11.7-acre parcel consisting of an upper
3-acre sandfill and a lower 9-acre dumping ground which is heavily
wooded.  The Debtors leased the site for several years before
buying the property in 1988.

The 3-acre sandfill consists of spent nontoxic foundry sand --
which is not a hazardous substance -- that was deposited by the
Debtors from 1986 to 2000 as a byproduct of their nearby aluminum
casting operation.  

The Debtors obtained the necessary regulatory permits from Shelby
County, Ohio, for the sandfill and samples of the sand were
routinely tested.  The Debtors received a "final letter" from the
county upon closure of the foundry in 2000.

There is no evidence that the sandfill, at any time, was not in
compliance with any environmental regulations.

The lower nine acres have been used as a general public dump for
decades.  A 1988 site inspection performed in-house by the Debtors
relative to their purchase of the property indicates the presence
of general rubbish and industrial garbage.

Soil samples taken by the Debtors at the time of the 1988
inspection showed elevated levels of arsenic, lead, and chromium,
all of which are defined as hazardous substances.

The most disturbing test result showed the presence of
28,000 mg/kg of lead in one sample, which is 70 times the action
level for that metal.

The Debtors' expert, Gary Vajda, opined that the sandfill posed no
environmental problems.  He further opined that the 28,000-mg/kg
samples were a "clear outlier."  He described the lower nine acres
as an eyesore that definitely needs to be cleaned up.

Mr. Vajda's proposal for the Sidney site includes (a) removal of
the debris from the lower nine acres, (b) removal and replacement
of 700 square yards of soil, and (c) adding six inches of topsoil
and grass seed to the upper 3-acre sandfill.  The cost of this
remediation work would be $380,000.  The remediation would be
followed by a site assessment at a cost of $430,000.  Including
oversight costs and a deed restriction, the total cost of Mr.
Vajda's proposal is $900,000.

Mr. Vajda's proposal expressly presumes that the results of the
site assessment will yield no results that require further action.  
Mr. Vajda testified that he based his calculations on the
expectation that the Sidney property would be brought through
Ohio's Voluntary Action Program.  Any property that successfully
goes through the VAP would be in compliance with Ohio's
environmental laws.

Mr. Gulch and Mr. Starkey's collective proposal on behalf of the
EPA for the Sidney site included:

   1) a site assessment at a total cost of $552,000;

   2) addition of soil to the 3-acre sandfill at a cost of
      $275,000 or hazardous waste removal, if necessary, at a cost
      of $3,750,780;

   3) hazardous waste removal of the lower nine acres and
      replacement of 14,520 square yards of topsoil and grass seed
      at a cost of $4,174,368;

   4) long term (up to 29 years) sampling at a cost of $765,000;
      and

   5) perimeter fencing of the site at a cost of $87,000.

The total cost of the EPA's proposal is from $5,855,256 to
$9,330,420.

Although Mr. Gulch and Mr. Starkey strenuously opined that a site
assessment should occur prior to any remediation work, the three
experts agreed that this site requires both a site assessment and
some type of clean up activity.

The three experts also generally agreed as to the scope of the
site assessment.  The difference stemmed from the scope of the
cleanup thought to be required.

Judge Aug observed that but for the Debtors' bankruptcy
proceedings, the Sidney site wouldn't be receiving any attention.

Judge Aug also said that the Sidney site is a contrast of "knowns"
and "unknowns".  The "known" is that the nine acres have been used
by the general public as a dump for decades.  The "unknown" is
what has been dumped there and by whom.

Judge Aug opined that:

   -- most of the dumped materials on the site are garbage and not
      hazardous waste, since the site has never been investigated
      by the Ohio EPA,

   -- the site is easier to clean up and will not require as much
      topsoil removal and replacement as estimated by the EPA,

   -- although the Debtors did not clean the eyesore on their own
      accord, they would not have purchased the property if they
      believed they were purchasing nine acres of hazardous waste.

To temper his decision, Judge Aug added a 20% contingency to the
Debtors' proposed amount.

Judge Aug concluded that:

   -- the Debtors' proposal for the Sidney site with an added 20%
      contingency fee will bring the property into compliance with
      federal and state laws,

   -- the funding of the Sidney Custodial Trust in the increased
      amount of $1,080,000 is sufficient, and

   -- with the addition of the contingency fee, the Debtors have
      satisfied their burden of proof and not proposed a plan
      forbidden by law.

Judge Aug's Memorandum Opinion is published at 2006 WL 2050342.

Headquartered in Phoenix, Arizona, EaglePicher Incorporated
-- http://www.eaglepicher.com/-- is a diversified manufacturer
and marketer of innovative advanced technology and industrial
products for space, defense, automotive, filtration,
pharmaceutical, environmental and commercial applications
worldwide.  The company along with its affiliates and parent
company, EaglePicher Holdings, Inc., filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Ohio Case No. 05-12601).  
Stephen D. Lerner, Esq., at Squire, Sanders & Dempsey L.L.P,
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin is the Debtors financial advisor.  When the
Debtors filed for protection from their creditors, they listed
$535 million in consolidated assets and $730 in consolidated
debts.  The Company emerged from chapter 11 on Aug. 1, 2006, under
its confirmed chapter 11 plan, and is now principally owned by
affiliates of Angelo, Gordon & Company and Tennenbaum Capital
Partners.


EASYLINK SERVICES: Reports $18.9 Mil. in Revenues for Second Qtr.
-----------------------------------------------------------------
EasyLink Services Corporation reported financial results for the
second quarter ended June 30, 2006.

Revenues for the second quarter of 2006 were $18.9 million as
compared to $18.5 million for the first quarter of 2006 and
$20.1 million for the second quarter of 2005.  Gross margin was
58% in the second quarter of 2006 as compared to 60% in the first
quarter of 2006 and 65% in the second quarter of 2005.  Net loss
was $89,000 or approximately breakeven on a per share basis as
compared to a net loss of $376,000 for the first quarter of 2006
and net income of $766,000 for the second quarter of 2005.  The
2005 period costs were reduced by $650,000 in credits from the
settlement of claims against Verizon Business.

The Company further reported that it achieved earnings before
interest, taxes, depreciation and amortization of $941,000 in
the second quarter of 2006, as compared to EBITDA in the first
quarter of 2006 of $762,000 and EBITDA in the second quarter
of 2005 of $2.7 million.

The Company's cash and cash equivalents balance of $6.3 million at
the end of the second quarter increased by $2.2 million from March
31, 2006. During the second quarter the Company raised
$5.4 million in an equity financing.  $3 million of the proceeds
were used to prepay a portion of debt with Wells Fargo as required
by our credit agreement with Wells Fargo and the balance of $2.4
million is for working capital purposes.  

Subsequent to June 30, 2006 the Company entered into a new credit
facility with CAPCO Financial Co. a division of Greater Bay Bank
and paid off its loan balance with Wells Fargo.  This new credit
facility has a lower interest rate than the Company's previous
credit facility with Wells Fargo and has less restrictive
covenants.  For the quarter ended June 30, 2006, net cash from
operating activities improved to $709,000 from a negative
$66,000 for the previous quarter ended March 31, 2006.

"Our business fundamentals continued to gain momentum as 2006
progresses," Thomas Murawski, Chairman, President and Chief
Executive Officer of EasyLink, said.  "The second quarter was
an important milestone for us as our first with total company
revenue growth versus the previous quarter.  We also expect to
deliver solid TMS revenue growth in the third quarter as we
continue to experience TMS account growth including that from a
recently executed software license arrangement completed in
the second quarter.

"Our team showed tremendous creativity and flexibility during
the quarter in landing this major sale with a Fortune 20 company
that EasyLink delivered as a software solution rather than as a
service.  These achievements reflect better execution company-
wide, with significant improvements in Transaction Delivery
Services revenue retention in the quarter and continued revenue
growth in Transaction Management Services.  All of these factors
point to the fundamental strength of our sales team and our value
proposition."

                        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 (NASDAQ: EASY) -- 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.


EMCOR GROUP: Earns $16.9 Million in 2006 Second Quarter
-------------------------------------------------------
In the second quarter of 2006, EMCOR Group Inc.'s net income
increased 112.5% to $16.9 million, from $7.9 million in the second
quarter of 2005.

The Company's second quarter 2006 revenues totaled $1.22 billion
compared to $1.17 billion in the second quarter of 2005, an
increase of 4.4%.

For the 2006 six-month period, the Company's net income was
$23.9 million, an increase of 142.5% over net income of
$9.8 million for the first half of 2005.  2006 year-to-date
revenues totaled $2.37 billion versus revenues of $2.25 billion in
the same period last year, an increase of 5.3%.

Commenting on the results, Frank T. MacInnis, EMCOR Group's
chairman and chief executive officer, said, "[w]e are very pleased
with our strong performance during the second quarter, which built
upon the excellent start we had to 2006.  Our success was driven
by solid performance across all of our businesses, including
improved results within our UK and Canadian operations.  The
second quarter also saw the continued successful growth of our
facilities services business, reflecting over 20% revenue growth
for both the second quarter and six-month period. Facilities
services reported enhanced profitability due to strong market
demand and our ability to leverage that business' existing
infrastructure."

Mr. MacInnis added, "Over the past few years, EMCOR Group has
executed on a strategy of reducing our exposure to certain public
sector markets and reserving capacity for an expected recovery
within the more profitable private and commercial sectors.  We
have seen this recovery over the past few quarters, and today over
half of our contract backlog is represented by the commercial and
hospitality sectors, while maintaining strong backlog positions in
other attractive sectors of the marketplace. We believe the
actions we have taken have resulted in a stronger, better balanced
backlog that positions us well for continued performance in the
future."

EMCOR Group Inc. -- http://www.emcorgroup.com/-- provides  
mechanical and electrical construction services, energy
infrastructure and facilities services.

                          *     *     *

EMCOR Group Inc.'s subordinate debt and long-term corporate family
rating carry Moody's Ba3 and Ba1 ratings respectively.
The ratings were placed on Oct. 31, 2002 with a stable outlook.

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


FRIENDLY ICE CREAM: July 2 Balance Sheet Upside-Down by $139 Mil.
-----------------------------------------------------------------
Friendly Ice Cream Corporation's balance sheet at July 2, 2006
showed total assets of $223 million and total liabilities of
$362 million resulting in a stockholders' deficit $139 million.  

At January 1, 2006, the Company's balance sheet showed a
stockholders' deficit $142 million.

The Company's reported net income in the second quarter of 2006
was $4.7 million, compared to net income of $2.5 million in the
same period of 2005.  Total revenues for the second quarter of
2005 were $141.5 million, a decrease of $3.6 million as compared
to total revenues of $145.1 million for the same period in the
prior year.

The Company also reported year-to-date, net income of
$2.8 million, compared to a net loss of $500,000 for the prior
year, and total revenues were $267.2 million, an increase of
$400,000 as compared to total revenues of $266.8 million for the
prior year.

One new company-operated restaurant and one new franchise
restaurant were opened during the second quarter of 2006, the
Company disclosed, and also, three company-operated restaurants
were re-franchised, resulting in a gain on franchise sales of
restaurant operations and properties of $1.1 million.

The Company also disclosed that, twenty-two company-operated
restaurants were remodeled during the second quarter.

The Company had 11 restaurants that were reported as "held for
sale" as of January 1, 2006, and during the quarter ended
July 2, 2006, it sold two of these restaurants.  The transactions
resulted in gross proceeds of $1.6 million and a net gain on
disposal of $1.2 million.

                   Revolving Credit Facility

The Company further disclosed that it amended its $35 million
Credit Facility with Wells Fargo Foothill to extend the maturity
date from June 30, 2007 to June 30, 2010, eliminate the interest
coverage requirement and reduce the applicable margin rates by
0.5% to 0.75% to a range of 3.00% to 4.00%.

Friendly Ice Cream Corporation (AMEX: FRN)
-- http://www.friendlys.com/-- is a vertically integrated  
restaurant company serving signature sandwiches, entrees and ice
cream desserts in a friendly, family environment in 525 company
and franchised restaurants throughout the Northeast.  The company
also manufactures ice cream, which is distributed through more
than 4,500 supermarkets and other retail locations.  With a 70-
year operating history, Friendly's enjoys strong brand recognition
and is currently remodeling its restaurants and introducing new
products to grow its customer base.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on restaurant operator Friendly Ice Cream Corp. to 'B-'
from 'B'.  The senior unsecured debt rating was also lowered to
'CCC+' from 'B-'.  The outlook is negative.


G-FORCE: Fitch Holds Low-B Ratings on Six Class Certificates
------------------------------------------------------------
G-FORCE 2005-RR LLC, series 2005-RR, commercial mortgage-backed
securities pass-through certificates are affirmed by Fitch Ratings
as:

    -- $87.9 million class A-1 at 'AAA';
    -- $220 million class A-2 at 'AAA';
    -- $40.2 million class B at 'AA';
    -- $25.1 million class C 'A';
    -- $5 million class D at 'A-';
    -- $17 million class E at 'BBB+';
    -- $8.2 million class F at 'BBB';
    -- $10.7 million class G at 'BBB-';
    -- $14.5 million class H at 'BB+';
    -- $6.3 million class J at 'BB';
    -- $5.7 million class K at 'BB-';
    -- $7.5 million class L at 'B+';
    -- $4.4 million class M at 'B';
    -- $5 million class N at 'B-'.

Classes O-1 through O-6 are not rated by Fitch.

The affirmations are the result of minimal changes to the ratings
of the underlying securities, as well as limited paydown of the
transaction since issuance.  As of the June 2006 distribution
date, the transaction has paid down 2.4% since issuance, to $490.8
million from $502.9 million.  There have been no losses to the Re
REMIC to date.

The certificates are collateralized by all or a portion of 42
fixed-rate classes in 16 separate CMBS transactions.  The weighted
average rating factor is 17.8 ('BB/BB-'), stable from issuance.
The classes' ratings are based on Fitch's actual rating, or on
Fitch's internal credit assessment for those classes not rated by
Fitch.

Delinquencies in the underlying transactions are:

    * 30 days (0.02%);
    * 60 days (0.0%);
    * 90 days or more (0.4%);
    * foreclosure (0.3%); and
    * REO (0.3%).


G-FORCE: Fitch Holds Low-B Ratings on $77.4 Mil. Class Certs.
-------------------------------------------------------------
G-FORCE 2005-RR2 LLC, series 2005-RR2, commercial mortgage-backed
securities pass-through certificates are affirmed by Fitch Ratings
as:

    -- $59.6 million class A-1 at 'AAA';
    -- $150.0 million class A-2 at 'AAA';
    -- $250.0 million class A-3FL1 at 'AAA';
    -- $50.0 million class A-4A at 'AAA';
    -- $58.5 million class A-4B at 'AAA';
    -- $64.9 million class B at 'AA';
    -- $47.4 million class C 'A';
    -- $17.5 million class D at 'A-';
    -- $21.2 million class E at 'BBB+';
    -- $23.7 million class F at 'BBB';
    -- $31.2 million class G at 'BBB-';
    -- $20.0 million class H at 'BB+';
    -- $12.5 million class J at 'BB';
    -- $11.2 million class K at 'BB-';
    -- $12.5 million class L at 'B+';
    -- $11.2 million class M at 'B';
    -- $10.0 million class N at 'B-';

Class O is not rated by Fitch.

The affirmations are the result of minimal changes to the ratings
to the underlying securities, as well limited paydown of the
transaction since issuance.  As of the July 2006 distribution
date, the transaction has been reduced by 5.7% since issuance to
$939.7 million from $996.4 million.  Of the reduction, realized
losses total 2.6% and repayments total 3.1%.

The certificates are collateralized by all or a portion of 147
classes of fixed rate CMBS in 24 separate underlying CMBS
transactions.  The weighted average rating factor (WARF) is 23.2
('BB-/B+'), stable from issuance. T he classes' ratings are based
on Fitch's actual rating, or on Fitch's internal credit assessment
for those classes not rated by Fitch.

Delinquencies in the underlying transactions are:

    * 30 days (0.1%);
    * 60 days (0.01%);
    * 90 days or more (0.1%);
    * foreclosure (0.6%) and
    * REO (0.2%).


GALLERIA INVESTMENTS: Files Disclosure Statement in N.D. Georgia
----------------------------------------------------------------
Galleria Investments, LLC, filed with the U.S. Bankruptcy Court
for the Northern District of Georgia a disclosure statement
explaining its Chapter 11 Plan of Reorganization.

                       Overview of the Plan

The Plan contemplates the sale of the Debtor's property.

On July 12, 2006, the Court approved the Debtor's sale of its
15.48-acre property to Hong Duck, LLC, for $20.2 million.

The sale proceeds will be used to satisfy Allowed Secured Claims
that constitute liens that are valid and enforceable against the
property.  Any remaining sale proceeds after the satisfaction of
all Allowed Secured Claims will be paid into a General
Distribution Fund along with any recoveries from causes of action.

Funds in the General Distribution Fund will be distributed in
accordance with the priorities established under the Bankruptcy
Code.

                        Treatment of Claims

Under the Debtor's Plan, all Allowed Administrative Claims and
Professional Fee Claims will be paid in full.

Priority Tax Claims will be paid in full with 6% interest rate
accruing from the Effective Date.

Georgian Bank's secured claims with a principal amount of
$16,530,229 will either be:

   a) paid in full at the closing of the sale of the property from
      the sale proceeds, or

   b) acquired as part of the sale of the property, with the
      purchaser taking the property subject to the Gregorian Bank
      lien, which lien will remain in full force and effect as
      against the property.

Allowed Secured Claims of:

   -- Continental Development Group
   -- Ordner Construction Co., Inc.
   -- Betterway Conveyors and Pumps
   -- Couch Interiors, Inc.
   -- Pro-Electric Co.
   -- Storefronts, Inc.
   -- Three Star Construction Development
   -- United Design Group
   -- Vecco, Inc.

will be paid in full from the sale proceeds.

Creditors holding Allowed General Unsecured Claims will receive,
in full satisfaction, release and discharge of and in exchange for
their claims, a pro rata share of any cash distribution from the
Debtor.

All Equity Interests will be cancelled, provided, however that the
Interest Holders will be entitled to receive distributions from
the Distribution Funds after full payment of all Allowed General
Unsecured Claims, with 6% interest rate accruing from and after
the Effective Date.

Headquartered in Decatur, Georgia, Galleria Investments, LLC,
operates a shopping center in Duluth, Georgia.  The company filed
for chapter 11 protection on Mar. 6, 2006 (Bankr. N.D. Ga. case
No. 06-62557).  G. Frank Nason, IV, Esq., at Lamberth Cifelli
Stokes & Stout, P.A., represents the Debtor in its restructuring
efforts.  When the Debtor filed for protection from its creditors,
it estimated assets and debts between $10 million and $50 million.

Galleria Investments has been under state court receivership since
Feb. 24, 2006.


GENELABS TECHNOLOGIES: Posts $4 Mil. Net Loss in 2nd Quarter 2006
-----------------------------------------------------------------
For the three months ended June 30, 2006, Genelabs Technologies,
Inc. reported net loss of $4,297,000 from total revenues of
$2,319,000.  

The Company's balance sheet at June 30, 2006 showed total
shareholders' equity of $3,606,000 compared to a $783,000
shareholders' deficit at March 31, 2006.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:

               http://researcharchives.com/t/s?f34

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 1, 2006, Ernst
& Young LLP expressed substantial doubt about Genelabs
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statement for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses from operations, accumulated deficit and
availability of funds for use in operations.

                          About Genelabs

Based in Redwood City, California, Genelabs Technologies, Inc. --
http://www.genelabs.com/-- discovers and develops pharmaceutical   
products.  


GS MORTGAGE: Fitch Holds B Rating on Class G Certificates
---------------------------------------------------------
Fitch Ratings upgrades these GS Mortgage Security Corp. II 1998-GL
II commercial mortgage pass-through certificates, as:

    -- $98.6 million class D to 'AAA' from'AA+';
    -- $70.5 million class E to 'AA' from 'A+'.

In addition, these classes are affirmed:

    -- $46.1 million class A-1 at AAA';
    -- $694.3 million class A-2 at 'AAA';
    -- $91.6 million class B at 'AAA';
    -- $84.6 million class C at 'AAA';
    -- $63.4 million class F at 'BBB-';
    -- $28.2 million class G at 'B';
    -- Interest Only class X at 'AAA'.

The upgrades are due to the partial defeasance of the Crystal City
and Tharaldson A loans, as well as the continued amortization of
the ten loans remaining in the transaction.  As of the July 13,
2006 distribution date, the pool balance had declined 16.5% to
$1.18 billion from $1.41 billion at issuance.

As of the July distribution date, 29% of the remaining collateral
had defeased, including three whole loans, and 22% of the Crystal
City loan, 53% of the Tharaldson A loan, and 1% of the Americold
Pool loan.

Five loans representing 60% of the transaction are cross-
collateralized and cross-defaulted pools.  The URS (18%) and
Americold (10.6%) collateral consist of pools of cold storage
facilities.  The year end (YE) 2005 DSCR for the URS loan was
1.62x up from 1.44x at YE 2004, despite a decline in net cash flow
(NCF) that was largely due to an increase in freight expenses.  
The DSCR for the Americold loan at YE 2005 was 1.84x, 23 basis
points higher than at issuance.

The DSCRs for both the Tharaldson A and B loans, which consist of
two pools of limited- service hotels, have improved since
issuance, largely due to amortization.  The YE 2005 DSCR for the
Tharaldson B pool (12.95%) was 1.85x as compared to 1.67x at
issuance, and 1.93x for the Tharaldson A pool (12.64%) as compared
to 1.66x at issuance.

As of YE 2005, the NCF at the Green Acres Mall in Valley Stream,
NY had increased 32% since issuance.  The DSCR at YE 2005 was
1.92x as compared to 1.36x at issuance.  Occupancy at the Valley
Stream, NY, mall was 88.5% at YE 2005.

The Crystal Gateway (5.77%) collateral now consists of two office
buildings in the Arlington, VA Pentagon submarket, and government
securities replacing the 1919 South Eads Street office property.
The two remaining buildings, representing 78% of the loan, were
100% and 93% occupied at YE 2005, with an adjusted DSCR for those
two remaining buildings of 2.04x.

While showing improvement in occupancy and Revenue Per Available
Room (Rev Par), The Marriott Desert Springs hotel loan (7.38%)
continues to perform below expectations at issuance.  The YE 2005
NCF was 48% below underwritten NCF at issuance.  Nonetheless,
RevPar at YE 2005 had improved 9. 6% over the previous year, with
gains in occupancy and rental rates being offset by increased
expenses.  The loan is not considered an investment grade loan.


HEALTHTRONICS INC: Loan Paydown Prompts S&P to Hold BB- Rating
--------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on Austin,
Texas-based urology services and medical device manufacturer
HealthTronics Inc., fka Prime Medical Services Inc.  The corporate
credit rating was affirmed at 'BB-' and the rating outlook is
stable.

The affirmation follows the paydown of the company's term loan B
with proceeds from the sale of its specialty vehicles business.
Though 2006 second-quarter performance was slightly weaker than
the 2005 comparable period (revenues from continuing operations
declined by over 3%), HealthTronics new CEO is reorganizing the
company to focus on cost cutting and strategic expansion
opportunities.  "While the company currently has negligible debt,
we anticipate that some portion of future acquisitions will be
debt financed," noted Standard & Poor's credit analyst Cheryl
Richer.

The rating on HealthTronics reflects the company's narrow business
focus, vulnerability to third-party reimbursement rates, and
significant minority interest payments.  The rating also reflects
the company's mature lithotripsy operations and acquisition-based
growth strategy.  These challenges are mitigated by HealthTronics'
market leadership in the lithotripsy medical segment, its efforts
to leverage off its physician-partner base to expand its product
portfolio, and its historically moderate financial policies.


HIGHWOODS PROPERTIES: Credit Facility Upsized to $450 Million
-------------------------------------------------------------
Highwoods Properties, Inc., reported that its $350 million, three-
year unsecured revolving credit facility, which was initially
obtained from Bank of America, N.A in May 2006, was syndicated
with a group of 15 banks and upsized to $450 million.

As reported in the Troubled Company Reporter on May 8, 2006, the
new facility replaced the Company's previous $250 million
unsecured revolving credit facility that was scheduled to
expire in July 2006.

"We are very pleased with the strong support that these banks have
shown in Highwoods and in our business model, which has allowed us
to recast and upsize our credit facility by $100 million" Ed
Fritsch, President and Chief Executive Officer of Highwoods
Properties, said.  "This increase in the size of the facility
provides additional financial flexibility for us as we execute on
our Strategic Plan, which includes a growing development pipeline
that is currently $361 million."

The revolving credit facility is initially scheduled to mature
on May 1, 2009.  Assuming no default exists, the Company has the
option to extend the maturity date by one additional year and,
at any time prior to May 1, 2008, may request up to $50 million of
additional borrowing availability.  There is currently
$285 million outstanding under the revolving credit facility.

The new credit facility is being led by Bank of America, N.A. as
Administrative Agent with Banc of America Securities LLC as Sole
Lead Arranger and Sole Book Manager, and includes Wells Fargo Bank
as Syndication Agent and Branch Banking & Trust Co. and Wachovia
Bank as Co-Documentation Agents; Emigrant Bank, Eurohypo AG and
PNC Bank are Co-Agents.  Other lenders include: AmSouth Bank,
Chevy Chase Bank, Comerica Bank, First Horizon Bank, RBC Centura
Bank, Regions Bank, Union Bank of California N.A., and US Bank.

                   About Highwoods Properties

Based in Raleigh, North Carolina, Highwoods Properties, Inc.
(NYSE: HIW) -- http://www.highwoods.com/-- a member of the S&P  
MidCap 400 Index, is a fully integrated, self-administered real
estate investment trust that provides leasing, management,
development, construction and other customer-related services for
its properties and for third parties.  As of March 31, 2005, the
company owned or had an interest in 504 in-service office,
industrial and retail properties encompassing approximately 39.5
million square feet.  Highwoods also owns 1,115 acres of
development land.  Highwoods' properties and development land are
located in Florida, Georgia, Iowa, Kansas, Maryland, Missouri,
North Carolina, South Carolina, Tennessee and Virginia.

                            *   *   *

Highwoods Properties, Inc.'s 7.5% Senior Notes due 2018 carry
Moody's Investors Service's Ba1 rating.


HOWARD HUH: Case Summary & Largest Unsecured Creditor
-----------------------------------------------------
Debtor: Howard Huh
        aka Hyun Huh
        dba Beverly Hot Springs
        dba Beverly Springs Medical Center
        dba Beverly Springs Acupuncture Clinic
        647 Wilcox Apt 2F
        Los Angeles, California 90004

Bankruptcy Case No.: 06-13682

Chapter 11 Petition Date: August 8, 2006

Court: Central District of California (Los Angeles)

Judge: Alan M. Ahart

Debtor's Counsel: Jaenam J. Coe, Esq.
                  Law Offices of Jaenam Coe
                  3530 Willshire Boulevard, Suite 1200
                  Los Angeles, California 90010
                  Tel: (213) 389-1400
                  Fax: 213-387-8778

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Yang Cha Kim                  Partnership Dispute        Unknown
308 North Oxford
Los Angeles, California 90008


ICOS CORP: June 30 Balance Sheet Upside-Down by $35.9 Million
-------------------------------------------------------------
ICOS Corporation's balance sheet at June 30, 2006 showed total
stockholders' deficit of $35,919,000 resulting from total assets
of $266,135,000 and total liabilities of $302,054,000.

For the three months ended June 30, 2006, the Company reported
net income of $6,075,000 from total revenue of $18,548,000.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:    
     
               http://researcharchives.com/t/s?f39

                         About ICOS Corp

Headquartered in Bothell, Washington, ICOS Corp., is a
biotechnology company developing treatments for erectile
dysfunction, benign prostatic hyperplasia, pulmonary arterial
hypertension, cancer and inflammatory diseases.


IMMUNE RESPONSE: Raises $9.9 Mil. from First Tranche of Warrants
----------------------------------------------------------------
The Immune Response Corporation raised $9.9 million in gross
proceeds from investors exercising 495,552,100 warrants from the
first tranche warrants that were issued in the Company's March
2006 private placement financing.

The total gross proceeds include an investment of $250,000 by
Qubit, LLC, an affiliate of the Company's largest stockholder and
director, Kevin Kimberlin, to exercise 12,500,000 warrants that
were issued in conjunction with a February 2006 transaction
related to the March 2006 financing.

As reported in the Troubled Company Reporter on July 6, 2006, in
the March financing, the Company issued $8 million of secured
notes convertible into 400,000,000 shares of common stock at $0.02
per share, accruing interest at 8% per year and maturing on
Jan. 1, 2008.  Investors also received warrants to purchase an
aggregate of 1,200,000,000 shares of common stock at $0.02 per
share.  The warrants were divided into two 600,000,000, warrant
tranches, each generating a potential $12 million in gross
proceeds.

The second tranche of warrants (600,000,000) will become
exercisable Oct. 16, 2006, and will expire on Nov. 30, 2006.  If
fully exercised, the second tranche would generate an additional
$12 million in gross proceeds for the Company.

Of the $8 million of secured notes, the holders have to date
converted approximately $1.7 million into common stock.

The Registration Statement for the resale of common stock
underlying the convertible notes and warrants issued in the
Company's March 2006 private placement financing was declared
effective June 13, 2006 by the Securities and Exchange Commission.

"We are gratified that investors participating in the private
financing showed support for the Company by exercising their
warrants," said Michael K. Green, Chief Operating Officer and
Chief Financial Officer.  "This funding will allow the Company to
continue moving forward on schedule and initiate Phase II clinical
trials for multiple sclerosis this fall.  The funding also allows
us to continue our enrollment and initiation of Phase II clinical
trials of our investigational HIV products.  We are very pleased
with the progress of our Phase II trials, financing strategies and
the positive developments at our vaccine manufacturing facility in
King of Prussia, Pennsylvania."

                      About Immune Response

Headquartered in Carlsbad, California, The Immune Response
Corporation (OTCBB:IMNR) -- http://www.imnr.com/-- is an     
immuno-pharmaceutical company focused on developing products to
treat autoimmune and infectious diseases.  The Company's lead
immune-based therapeutic product candidates are NeuroVax(TM) for
the treatment of multiple sclerosis (MS) and IR103 for the
treatment of Human Immunodeficiency Virus (HIV) infection.  Both
of these therapies are in Phase II clinical development and are
designed to stimulate pathogen-specific immune responses aimed at
slowing or halting the rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response's ability to continue as a going concern after
auditing the company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's stockholders' deficit and comprehensive loss for each of
the years in the two-year period ended Dec. 31, 2005.

The Company incurred $6.5 million of net income for the three
months ended March 31, 2006.  At March 31, 2006, the Company's
balance sheet showed $9.9 million in total assets and $144.7
million in total liabilities, resulting in a $134.7 million equity
deficit.


IMPERIAL PETROLEUM: Closes $13.6MM Asset Sale to Whittier Energy
----------------------------------------------------------------
Imperial Petroleum, Inc., closed the sale of certain assets to
Whittier Energy Company and Premier Natural Resources LP.  
Proceeds from the sale of $13.6 million, will be used to pay down
the Company's senior debt.  The Company retained $1.8 million of
the assets previously included in the sale and anticipates a
subsequently closing by the buyers on a portion of those assets.

"Our asset sale is the key first step in re-structuring the
Company's senior debt and positioning it for future growth,"
Jeffrey T. Wilson, President of Imperial said of the sale.  "Our
shareholders approved the reverse split of common stock and new
capitalization of the Company in connection with the approval of
the sale and as a result, the Company will be able to complete the
previously announced financing in the coming weeks.  With the
return of production now from our South Louisiana properties, we
can focus our efforts on developing our other assets, including
our New Albany shale drilling project in the Illinois Basin."

Headquartered in Evansville, Indiana, Imperial Petroleum, Inc.,
(OTCBB:IPTM) is an oil and natural gas exploration and production
company.

At Jan. 31, 2006, the Company's balance sheet showed a
stockholders' deficit of $3,352,586, compared to a deficit of
$2,198,762 at July 31, 2005.


INCO LTD: Gets CDN$86 Per Share All-Cash Buy Offer from CVRD
------------------------------------------------------------
Companhia Vale do Rio Doce intends to make an all-cash offer to
acquire all of the outstanding common shares of Inco Limited at a
price of CDN$86 in cash per Inco common share.

The combination of CVRD and Inco will create one of the three
largest diversified mining companies in the world, with leading
global market positions in iron ore, pellets, nickel, bauxite,
alumina, manganese and ferroalloys, and an exciting world-class
pipeline of projects, supported by a large-scale, long-life and
low-cost asset portfolio.

CVRD's all-cash offer of CDN$86 per share will allow Inco
shareholders to realize upfront in cash Inco's profitable growth
potential without incurring the risk of that such potential will
not be realized.

The acquisition will be financed through a two-year committed
bridge loan facility provided by four large first-tier banks:
Credit Suisse, UBS, ABN AMRO and Santander.  CVRD expects to take
out the bridge facility with a long-term capital package within 18
months after the closing of the proposed transaction.

CVRD remains firmly committed to maintaining its investment-grade
rating.  CVRD will retain financial flexibility after the
transaction and will seek to obtain future upgrades in its current
ratings, continuing to pursue the minimization of the cost of
capital.

Full details of the offer will be included in the formal offer and
take-over bid circular documents to be publicly filed and
subsequently mailed to Inco's security holders.  CVRD is formally
requesting a list of Inco's shareholders and expects to mail the
take-over bid and circular documents to Inco's shareholders as
soon as possible following receipt of the shareholder list.

CVRD expects to formally commence its offer by newspaper
advertisement today, Aug. 14, 2006.  The offer will be open for
acceptance for 45 days following its formal commencement and no
Inco common shares will be taken up and paid for pursuant to the
offer unless, at such date, each of the conditions of the offer is
satisfied or waived.

Completion of the offer will be subject to a sufficient number of
shares being tendered to the offer such that CVRD would own at
least 66-2/3% of Inco's common shares, on a fully diluted basis,
following completion of the offer.  The offer will be also
conditional upon the receipt of all necessary regulatory
approvals, the absence of litigation, no material adverse change
at Inco and other customary conditions.

"This is an exciting opportunity for CVRD," CVRD Chief Executive
Officer, Roger Agnelli said.  "The operations of the two companies
are complementary and the combination will enhance our
capabilities to benefit from the fast changing global landscape in
the metals and mining industry.  For Inco shareholders, our all-
cash offer provides a very attractive opportunity to realize
substantial gains with no exposure to market risks".

            Strategic Alignment and Expected Benefits

The offer is consistent with CVRD's long-term corporate strategy
and with its non-ferrous metals business strategy.  It is a new
step in our strategy of developing, operating and maximizing the
performance of large-scale, long-life and low-cost assets.

The proposed transaction enhances its options to further generate
the increase in production capacity needed to meet the demand for
minerals and metals of high growth markets over time.

The proposed transaction will bring a better diversification to
CVRD's activities by products, markets and geographic asset base
contributing to reducing our business and financial risks.

                           About CVRD

Headquartered in Rio de Janeiro, Brazil, Companhia Vale do Rio
Doce -- http://www.cvrd.com.br/-- engages primarily in mining
and logistics businesses. It engages in iron ore mining, pellet
production, manganese ore mining, and ferroalloy production, as
well as in the production of nonferrous minerals, such as
kaolin, potash, copper, and gold.

                       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 Xtreme Outdoor Network
-------------------------------------------------------
Information Architects have completed the acquisition of the
Xtreme Outdoor Network, LLC.

The Agreement provided that, in exchange for all shares of XON,
the Company will issue 1,000,000 of its common shares to XON.  The
Company will also fund the operational cash needs of XON at
closing or upon funding of the Company, in the sum of $1 million
to be deposited in the account of XON.

Todd K. Morgan, chief executive officer of the Company, stated,
"This is a strategic acquisition which enables IA to position
ClearCast Communications IPTV portal as the leader in outdoor
entertainment.  We are excited to have the ability to focus on
such a tremendous market,"

Jon Grinter, the Company's president, said, "Information
Architects will pull resources from other areas of operation by
offering financial services for XON through an affinity membership
card.  I feel very good about this acquisition because many
opportunities exist that will drive the cooperation of different
operating units within this company.  The market that XON will
target is huge and we have the right tools and technology to
control a significant part of that market,"

A full text-copy of the Asset Acquisition Agreement, is available
for free at http://ResearchArchives.com/t/s?f8c

                       About Xtreme Outdoor

Xtreme Outdoor Network, Inc., -- http://www.xontv.net/-- utilizes  
streaming and web mall technology in providing content, products
and services to outdoor sportspersons and outdoor enthusiasts.
This represents a population of over 82 million people in the
United States alone, which spent over $108 billion in recent years
on equipment, travel, lodging and outdoor-related supplies.
XON is currently in development of the Xtreme Outdoor Network
Channel, a television channel to be distributed initially through
an Internet Channel and followed by a Dish channel with simulcast
over the Internet.  The IPTV channel will be launched by August
31, 2006 exclusively on ClearCast Communications IPTV portal.

                  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.

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.


INFOUSA INC: To Acquire Opinion Research for $134.3 Million
-----------------------------------------------------------
infoUSA Inc. entered into a definitive merger agreement under
which it will acquire Opinion Research Corporation for $12 per
share in cash.  The total transaction value including the
assumption of debt is approximately $134.3 million.

infoUSA will finance the transaction with cash on hand at the time
of closing and borrowings under its existing credit facility.  
infoUSA expects that the acquisition of Opinion Research
Corporation will be accretive to its earnings in fiscal 2007.  The
transaction, which is expected to close in the fourth quarter of
2006, is subject to customary closing conditions and the approval
of Opinion Research Corporation shareholders.  Opinion Research
Corporation will remain headquartered in Princeton, New Jersey and
will continue to operate independently as part of infoUSA.

"This is a compelling transaction that fits well with our
strategic plan to leverage our existing capabilities and expand
our presence in the market research sector," Vin Gupta, Chairman
and CEO of infoUSA, stated.  "The services provided and clients
served by Opinion Research Corporation are highly complementary to
infoUSA's services and we expect that this transaction will create
significant value for infoUSA shareholders.  The transaction will
allow our Donnelley Group to offer market research services to its
customers and the Opinion Research Corporation team to offer
databases and database services to its clients.  The acquisition
of Opinion Research Corporation is a significant step in infoUSA's
plan to become a diversified marketing services provider to the
corporate and public sectors.  infoUSA pioneered the concept of
multi-channel marketing in its marketplace, and with annual
revenue of approximately $600 million following the close of the
transaction, infoUSA will have additional scale and resources to
continue leading the industry forward."

"This transaction delivers outstanding value for our shareholders
and we look forward to joining the infoUSA family of businesses,"
said John Short, Chairman and CEO of Opinion Research Corporation.  
"infoUSA is a recognized global leader in sales and marketing
solutions and we are confident that Opinion Research Corporation
can make a meaningful contribution to infoUSA's continuing growth
and success."

infoUSA's financial advisors with respect to this transaction are
DeSilva & Phillips LLC and McColl Partners, LLC, and its legal
advisor is Robins, Kaplan, Miller & Ciresi L.L.P.  Opinion
Research Corporation's financial advisor with respect to this
transaction is WWC Capital Group, LLC and its legal advisor is
Wolf, Block, Schorr and Solis-Cohen LLP.

                     About Opinion Research

Based in Princeton, New Jersey, Opinion Research Corporation
(Nasdaq: ORCI) -- http://www.opinionresearch.com/-- provides  
commercial market research, health and demographic research for
government agencies, information services and consulting.  Founded
in 1938, the Company has built an international organization to
support market intelligence in both public and commercial markets.

                          About infoUSA

Headquartered in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/-- provides business and consumer  
information products, database marketing services, data processing
services and sales and marketing solutions.  Founded in 1972,
infoUSA owns a proprietary database of 250 million consumers and
14 million businesses under one roof.

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2006,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '3' to infoUSA Inc.'s $275 million
senior secured credit facility.  At the same time, S&P affirmed
the Company's 'BB' corporate credit rating.  S&P said the outlook
is stable.


INTEGRATED ALARM: Posts $6.4 Mil. Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
Integrated Alarm Services Group, Inc., reported its results for
the second quarter of fiscal 2006 ending June 30, 2006.

Revenue for the second quarter of 2006 was $23 million down 7%
over the same period in 2005 and down 5% from the first quarter of
2006.  The net loss for the second quarter ending June 30, 2006
was $6.4 million compared to a net loss of $6.3 million in the
second quarter of 2005, and a net loss of $3.4 million in the
first quarter of 2006.

Revenue for the first half of fiscal 2006 ending June 30, 2006 was
$47.2 million down 4% from the same period in 2005.  The net loss
for the first half of 2006 was $9.9 million compared to a loss of
$8.9 million for the first half of fiscal 2005.

"The second quarter of 2006 witnessed a major transition for
our Company" Charles May, acting President and Chief Executive
Officer, said.  "During the quarter new executive leadership was
put in place and significant change occurred at the Board of
Director level.  John Mabry was elected Chairman of the Board
of Directors, Jason Mudrick, portfolio manager of Contrarian
Capital; joined our Board and two founders of IASG resigned from
the Board.  It is the objective of the Board and the management
team to effectively serve our customers, efficiently manage our
business activities and build shareholder value."

"We made operating progress in the second quarter, however results
continue to be unacceptable," May continued.  Second quarter 2006
aggregate attrition was 12 percent, up from the first quarter but
down significantly from second half of 2005.  Second quarter 2006
operating expenses declined five percent, or $1.4 million, from
the year earlier period.  Earnings before interest, taxes,
depreciation and amortization, EBITDA, for in the second quarter
was the same in both 2006 and 2005 at $5.5 million.  Finally, as
the second quarter drew to a close we sold alarm contract assets
generating recurring monthly revenue, RMR, of approximately
$210,000 in the mountain states of Colorado, Idaho and Utah.  The
sale of these non-strategic assets generated consideration of
$7.3 million."

At June 30, 2006, the Company had $17.6 million in cash,
$16.3 million of secured notes receivable from dealers and
stockholders' equity of $110.4 million.  The Company had
$125.5 million of debt and capital leases at June 30, 2006 and
ended the second quarter of 2006 with a net debt to equity ratio
of 0.97 to 1.  The Company had no outstanding balance on the
$30 million senior credit facility at June 30, 2006.

                 About Integrated Alarm Services

Integrated Alarm Services Group -- http://www.iasg.us/-- provides  
total integrated solutions to independent security alarm dealers
located throughout the United States to assist them in serving the
residential and commercial security alarm market.  IASG's services
include alarm contract financing including the purchase of dealer
alarm contracts for its own portfolio and providing loans to
dealers collateralized by alarm contracts. IASG, with 5,000
independent dealer relationships, is also the largest wholesale
provider of alarm contract monitoring and servicing.  

                        *     *     *

As reported on the Troubled Company Reporter on April 28, 2006,
Standard & Poor's Ratings Services placed its 'B' corporate
credit and 'B-' senior secured second-lien debt ratings on
Albany, New York-based Integrated Alarm Services Group Inc. on
CreditWatch with negative implications.


INTELSAT LTD: KPMG Replaces Deloitte as Independent Accountant
--------------------------------------------------------------
The Audit Committee of the Board of Directors of Intelsat, Ltd.,
disclosed that KPMG LLP will replace Deloitte & Touche LLP, as the  
independent registered public accounting firm for Intelsat Holding
Corporation and Intelsat Corporation, for the year ending December
31, 2006.  Deloitte was notified of the decision on August 3,
2006.

The Company disclosed that, Deloitte's reports on the consolidated
financial statements of Intelsat Holding Corporation and Intelsat
Corporation as of and for the years ended December 31, 2005 and
2004 did not contain any adverse opinion or disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope,
or accounting principles.

The Company further said that during the fiscal years ended
December 31, 2005 and 2004 and through August 3, 2006, there were
no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.

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.


IPCS INC: Units Obtain Court Victory against Sprint Nextel
----------------------------------------------------------
Vice Chancellor Donald F. Parsons, Jr., issued his decision with
respect to the claims of iPCS, Inc.'s subsidiaries -- Horizon
Personal Communications, Inc. and Bright Personal Communications
Services, LLC -- against Sprint Nextel in the Court of Chancery of
the State of Delaware.  Horizon and Bright together manage a
territory with 7.2 million licensed pops in parts of Indiana,
Ohio, Tennessee, Pennsylvania and New York.

The Court ruled, on Aug. 4, 2006, that Horizon/Bright is entitled
to a permanent injunction against Sprint Nextel because
Horizon/Bright "will suffer irreparable harm if Sprint Nextel
proceeds as it wishes in the Horizon/Bright territory."  Tim
Yager, the Company's president and chief executive officer, stated
that "the ruling is an important and significant victory in our
dispute with Sprint Nextel arising out of Sprint's merger with
Nextel, particularly as it relates to our exclusive rights to the
Sprint brand and marks."

Mr. Yager noted that the Court's decision protects and reinforces
Horizon/Bright's rights in these significant ways:

   -- Horizon/Bright are entitled to a permanent injunction
      preventing Sprint Nextel from proceeding with its proposed
      use of the Sprint brand and marks to re-brand Nextel stores
      and to promote and sell Nextel products and services in the
      Horizon/Bright territory.

   -- Horizon/Bright effectively have an exclusive right to use
      the Sprint brand and marks in their Service Areas to offer
      Sprint PCS Products and Services.

   -- Sprint Nextel cannot offer Sprint PCS Products and Services
      in the Nextel stores located in the Horizon/Bright
      territory, as Horizon/Bright are the exclusive providers of
      Sprint PCS Products and Services in their territories.

   -- Sprint Nextel may not use Horizon/Bright confidential
      information to compete with Horizon/Bright.  Sprint Nextel
      committed to additional measures to ensure that
      Horizon/Bright confidential information is protected,
      including measures with respect to customer information,
      network performance data, billing information, business
      forecasts, and marketing and advertising campaign materials.

As a result of the trial, Horizon/Bright successfully obtained
open-court commitments that Sprint Nextel will not take certain
specific actions in the Horizon/Bright territory -- including with
respect to dual-mode phones, early termination fees, national
business account representatives and bill inserts.  The Court
stated that it "accepts Sprint Nextel's unqualified
representations as binding on them for as long as the Management
Agreement remains in effect."  Specifically:

   -- Sprint Nextel committed that any dual-mode phones offered by
      Sprint Nextel will direct voice and data traffic to the CDMA
      network and not the iDEN network.

   -- Sprint Nextel committed that it will not waive early
      termination fees for customers switching from Horizon/Bright
      to Sprint Nextel iDEN service.

   -- Sprint Nextel committed that its national business account
      representatives will offer either CDMA or iDEN products and
      services, not both, in the Horizon/Bright territory and the
      representatives will not share customer information with
      each other.

   -- Sprint Nextel committed that it will not use bill inserts to
      entice Horizon/Bright customers to become Sprint Nextel iDEN
      customers.

In reliance on these commitments, the Court did not issue a ruling
as to these matters at this time.  However, the Court noted that
if Sprint Nextel does engage in any of these actions, the Court
could promptly entertain a request for appropriate relief. The
Company is optimistic that, so long as Sprint Nextel abides by its
commitments, these measures will help protect the Company from
unbalanced competition with Nextel products in its territory in
violation of our agreements with Sprint.  The Company plans to
carefully monitor Sprint Nextel's compliance with these
commitments and with the order that the Court will be issuing
shortly to implement its ruling.

In granting the Horizon/Bright request for a permanent injunction,
the Court ruled that Horizon/Bright "will suffer irreparable harm
if, in the Horizon/Bright territory, Sprint Nextel offers iDEN
products and services using the same brand and marks as
Horizon/Bright and re-brands the legacy Nextel stores with the new
Sprint logo."  Accordingly, the Court's issuance of a permanent
injunction prevents Sprint Nextel from proceeding with its planned
re-branding strategy in the Horizon/Bright territory.  Although
the Court stated that Sprint Nextel may engage in some limited
re-branding of its stores -- such as to reflect the fact that
Sprint Nextel are one company -- it "must do so in a way that does
not create a likelihood of confusion in the minds of consumers as
to the sponsor of the store or which products and services are
available in it."

Mr. Yager stated that "we are pleased that the Delaware judge
agreed that Sprint Nextel's plans would breach our agreements with
them and that he will be issuing a permanent injunction over
Sprint Nextel's future use of its brand, marks and logo in the
Horizon/Bright territory.  The ruling provides a level of
certainty so we can continue to execute on our business plan."  He
continued by stating that "the ruling is a successful first step
in our litigation to protect our exclusivity and other contract
rights in light of the merger between Sprint and Nextel.  We are
completing the post-trial briefing in iPCS's pending case in
Illinois state court and look forward to another favorable ruling
later this year."

Pursuant to its terms, the Forbearance Agreement between
Horizon/Bright and Sprint Nextel expired upon the issuance of the
Court's ruling.

A full-text copy of the Delaware Opinion is available for free at:

               http://ResearchArchives.com/t/s?f71


                        About iPCS, Inc.

Headquartered in Schaumburg, Illinois, iPCS, Inc. (Nasdaq: IPCS)
-- http://www.ipcswirelessinc.com/-- is the Sprint PCS Affiliate  
of Sprint Nextel with the exclusive right to sell wireless
mobility communications network products and services under the
Sprint brand in 80 markets including markets in Illinois,
Michigan, Pennsylvania, Indiana, Iowa, Ohio and Tennessee.  The
territory includes key markets such as Grand Rapids (MI), Fort
Wayne (IN), Tri-Cities (TN), Scranton (PA), Saginaw-Bay City (MI)
and Quad Cities (IA/IL).

                          *     *     *

As reported in the Troubled Company Reporter on March 29, 2006,
Standard & Poor's Ratings Services raised its ratings on
Schaumburg, Illinois-based iPCS Inc., including the corporate
credit rating, which was raised to 'B-' from 'CCC+'; and the
senior unsecured debt rating, which was raised to 'B-' from 'CCC'.

The outlook is stable.  Debt outstanding at Dec. 31, 2005, totaled
approximately $304 million.


ITRON INC: Inks Pact with Gaylon to Sell Spokane Valley Facility
----------------------------------------------------------------
Itron, Inc., signed an agreement with Gaylon Patterson, to sell
its 141,000 square foot headquarters facility in Spokane Valley,
Washington for a price ranging between $9.2 million and
$9.5 million.

The agreement, the Company disclosed, includes real and personal
property and assignment of an existing lease of a portion of the
premises to a tenant.  The sale is expected to close in the fourth
quarter of 2006.

The Company will move to its new headquarters facility in Liberty
Lake, Washington during September 2006.

Headquartered in Spokane, Washington, Itron, Inc. (NASDAQ: ITRI)
-- http://www.itron.com/-- provides critical source of knowledge  
to the global energy and water industries.  Nearly 3,000 utilities
worldwide rely on Itron technology to deliver the knowledge they
require to optimize the delivery and use of energy and water.   
Itron delivers value to its clients by providing solutions for
meter data collection, energy information management, demand side
management and response, load forecasting, analysis and consulting
services, transmission and distribution system design and
optimization, Web-based workforce automation, C&I customer care,
enterprise and residential energy management.

                           *     *     *

Itron, Inc.'s 7-3/4% Convertible Senior Subordinated Notes due
2012 carry Moody's Investor Service's B2 rating and Standard &
Poor's Rating Services' B rating.


JAMES RIVER: Poor Performance Prompts S&P to Junk Rating
--------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings, including
lowering its corporate credit to 'CCC+' from 'B-' on Richmond,
Virginia-based James River Coal Co., following the company's
earnings release of weaker-than-expected financial performance and
S&P's concerns about liquidity.  The outlook is negative.

"The downgrade reflects James River's revision of its 2006 and
2007 guidance that incorporated lower expected volumes and higher
costs," said Standard & Poor's credit analyst Dominick D'Ascoli.

The company said that its lower production guidance reflects the
idling of higher-cost operations due to a period of softening coal
prices.  Indeed, Central Appalachian spot coal prices have
materially declined recently to less than $50 per ton from more
than $60 per ton earlier in 2006.

In addition, James River is experiencing raw-material cost
inflation and lower productivity, which are negatively affecting
its costs and squeezing its margins.

"We are also concerned that liquidity could prove insufficient in
2007 should the company realize prices lower than current spot
market prices on its uncommitted production for 2006 and 2007,"
Mr. D'Ascoli said.  "In addition, pressure from aggressive
shareholders and the exploration of strategic alternatives to
maximize shareholder value are likely to be additional
distractions to management.  We could lower the ratings if we come
to expect liquidity below $10 million, cost increases beyond
current company guidance, production declines, or a softening of
spot coal prices.  We could revise the outlook to positive if we
come to expect positive free cash flow over the next couple of
years and financial performance becomes less volatile."

Richmond, Virginia-based James River is a relatively small coal
producer; about three-quarters of its production is in the
difficult operating environment of Central Appalachia.


JERNBERG INDUSTRIES: PAC Entitled to Escrowed Insurance Premium
---------------------------------------------------------------
The Honorable John H. Squires of the U.S. Bankruptcy Court for the
Northern District of Illinois lifted the automatic stay allowing
Premium Assignment Corporation to collect unearned insurance
premiums being held in escrow by Richard J. Mason, the chapter 7
trustee appointed in JII Liquidating, Inc., fka Jernberg
Industries, Inc.'s bankruptcy cases.

PAC is a corporation in the business of financing the purchase of
insurance policy premiums.  PAC pays its customers' annual
insurance premiums and PAC's customers, in turn, repay those funds
with interest in monthly installments.  

Jernberg, formerly in the business of producing automotive parts,
purchased three insurance policies from Thilman and Fillippini,
L.L.C., an insurance agent.  On March 23, 2005, PAC entered into a
premium financing agreement with Jernberg.  Pursuant to the
Finance Agreement, PAC financed $271,803.65.  PAC was to be repaid
the principal plus a $6,520.05 finance charge over a period of ten
months at the rate of $27,832.37 per month.

On Oct. 4, 2005, PAC filed a motion to lift the automatic stay
because Jernberg was in default under the Finance Agreement for
failure to make the Sept. 18, 2005, payment and all subsequent
payments.  As of October 2005, Jernberg owed PAC $114,112.72.  PAC
maintains that as of June 29, 2005, the date Jernberg filed for
bankruptcy, the total prepaid but unearned premiums under the
Insurance Policies (which constitute PAC's security for Jernberg's
debt under the Finance Agreement), total approximately $184,502.  
PAC contends that because the premiums are earned at the rate of
$788 per day and PAC's collateral diminishes at that rate, as of
Oct. 13, 2005, its collateral diminished in value to $100,924.

                      Trustee's Objections

The Trustee maintains that in order to be exempt from Article 9 of
the Uniform Commercial Code, the transaction must constitute
either:

   (1) a transfer of an interest in an insurance policy; or
   (2) an assignment of a claim under a policy of insurance.

According to the Trustee, the Finance Agreement did not involve
either type of transaction, and, therefore, it is governed by the
UCC.  

The Trustee argues that the Finance Agreement is nothing more than
a contract that is insufficient to create a security agreement.  
The Trustee contends that under Illinois law, in order to create a
security interest in property, there must be a debt due and a
separate, written grant of a security interest to secure payment
of that debt.  The Trustee acknowledges that there was debt due,
but argues that PAC does not have a separate, written security
agreement.

According to the Trustee, PAC was required to file a UCC-1
financing statement to perfect its security interest in the
unearned premiums.  It is undisputed that PAC didn't file a UCC-1.  
The Trustee argues that PAC's "secret lien" in the unearned
premiums should be invalidated and the Court should find that PAC
does not have an interest in the unearned premiums superior to the
Trustee and other Jernberg creditors.

The Trustee also argues that PAC failed to comply with Illinois
law that governs the formation of valid premium finance
agreements.  Specifically, the Trustee says that PAC failed to set
forth the complete and correct insurance policy numbers and
letters anywhere in the Finance Agreement.  According to the
Trustee, the Finance Agreement is invalid under Illinois law
because PAC lacks an effective assignment of Jernberg's right to
unearned premiums and any purported priority in the unearned
premiums granted by law is vitiated.  

Finally, the Trustee argues that because the Insurance Policies
prohibit assignment, absent prior written consent of the Insurers,
PAC's failure to obtain their written consent renders its
attempted assignment invalid.

                          Court Rulings

Rejecting the Trustee's arguments, Judge Squires held that:

   (1) secured transactions provisions of Illinois' version of the
       UCC  don't apply to transaction in which the Debtors
       granted PAC a security interest in unearned premiums;

   (2) PAC did not have to file or record a financing statement to
       perfect its security interest in the insurance policies and
       unearned premiums;

   (3) PAC had a valid security interest in the unearned premiums;

   (4) the premium finance agreement substantially conformed to  
       Illinois' statutory requirements for these agreements;

   (5) minor scrivener's errors in the insurance policy numbers
       listed in the premium finance agreement did not render the
       agreement ineffective;

   (6) PAC's security interest in the unearned premiums and its
       right to cancel the insurance policies were enforceable
       notwithstanding the Debtor's bankruptcy filing; and

   (7) the policies' anti-assignment clauses did not apply to
       PAC's statutory right to return the unearned premiums
       following policy cancellation.

John Collen, Esq., at Duane Morris LLP, represented PAC in this
matter.  

Headquartered in Chicago, Illinois, Jernberg Industries, Inc. (nka
JII Liquidating, Inc.) was a press forging company that
manufactured formed and machined products.  The Company and its
debtor-affiliates filed for chapter 11 protection on June 29, 2005
(Bankr. N.D. Ill. Case No. 05-25909).  Jerry L. Switzer, Jr.,
Esq., at Jenner & Block LLP represented the Debtors.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $50 million to $100 million.  The chapter 11
case was converted to a chapter 7 liquidation proceeding on Oct.
10, 2005, after KPS Special Situations Fund II completed the
acquisition of substantially all of the company's assets.  Michael
M. Schmahl, Esq., and Patricia Smoots, Esq., at McGuireWoods LLP,
and represent Richard J. Mason, who serves as the Chapter 7
Trustee.  


MACH ONE: Fitch Ups Rating on $8.8 Mil. Class K Certs. to BB+
-------------------------------------------------------------
Fitch upgrades these MACH ONE 2004-1 LLC, series 2004-1,
commercial mortgage-backed securities pass-through certificates
as:

    -- $51.5 million class B to 'AAA' from 'AA';
    -- $10.5 million class C to 'AAA' from 'AA-';
    -- $28.1 million class D to 'AA' from 'A';
    -- $7.2 million class E to 'AA-' from 'A-';
    -- $17.7 million class F to 'A' from 'BBB+';
    -- $15.3 million class G to 'A-' from 'BBB';
    -- $14.5 million class H to 'BBB' from 'BBB-';
    -- $17.7 million class J to 'BBB-' from 'BB+';
    -- $8.8 million class K to 'BB+' from 'BB';

These classes are affirmed:

    -- $92.3 million class A-1 at 'AAA';
    -- $152 million class A-2 at 'AAA';
    -- $146.8 million class A-3 at 'AAA';
    -- Notional class X at 'AAA';
    -- $8 million class L at 'BB-';
    -- $8.8 million class M at 'B+';
    -- $6.4 million class N at 'B';
    -- $6.4 million class O at 'B-';

Fitch does not rate classes P-1 through P-6.

The rating upgrades are the result of positive ratings migration
of the underlying CMBS securities and collateral paydown since
issuance.  As of the July 2006 distribution date, the transaction
has paid down 1.2% to $635.6 million from $643.3 million at
issuance.  There have been no realized losses to date.
The certificates are collateralized by all or a portion of 59
classes of fixed-rate commercial mortgage-backed securities in 40
separate transactions.  The current weighted average rating factor
of the underlying bonds is 8.23 compared to 11.17 at Fitch's last
rating action and 13.22 at issuance.  The current WARF corresponds
to an average rating of 'BBB-/BB+', an improvement from BB+/BB at
issuance.  The classes' ratings are based on Fitch's actual
rating, or on Fitch's internal credit assessment for those classes
not rated by Fitch.

Delinquencies in the underlying transaction are:

    * 30 days: 0.2%;
    * 60 days: 0.1%;
    * 90+ days: 0.5%;
    * Foreclosure: 0.4%; and
    * real estate owned: 0.9%.


MAIN LINE: Case Summary & 11 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: Main Line Realty Group, LLC
        154 Cooper Road, Suite 203
        West Berlin, New Jersey 08091

Bankruptcy Case No.: 06-17394

Chapter 11 Petition Date: August 9, 2006

Court: District of New Jersey (Camden)

Debtor's Counsel: Barry W. Frost, Esq.
                  Teich Groh
                  691 State Highway 33
                  Trenton, New Jersey 08619-4407
                  Tel: (609) 890-1500
                  Fax: (609) 890-6961

Total Assets: $4,822,665

Total Debts:  $5,375,627

Debtor's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Main Line Realty Inc. - Plans                         $1,711,007
c/o Kenneth DiLullo
27110 East Inspiration Drive
Pioneer, CA 95666

Lineliv LP                                            $1,401,960
c/o Steven Angstreich, Esq.
Levy Angstreich
Ten Melrose Avenue
Cherry Hill, New Jersey 08003

Steliga Homes & Steliga                                 $743,685
Related Entities
154 Cooper Road, Suite 203
West Berlin, NJ 08091

Estate of H.C. DiLullo                                  $468,980
c/o Kenneth DiLullo
27110 East Inspiration Drive
Pioneer, CA 95666

Naram Group LP                                          $459,000
230 Cooper Road
West Berlin, NJ 08091

Pinedge Development                                     $150,000

Lineliv LP                                              $130,000

Land & Ground Realty LLC                                $125,000

J.S. Consultant                                          $87,000

Igor Sturm, Esq.              Legal fees                 $58,500

J. Eric Kishbaugh, Esq.       Legal fees                 $40,495


MARSH SUPERMARKETS: Earns $1.12 Mil. for First Fiscal Quarter 2007
------------------------------------------------------------------
Marsh Supermarkets, Inc.'s net income for the first quarter of
fiscal 2007, which ended June 24, 2006, was $1.12 million compared
to net income of $674,000 for the first quarter of fiscal 2006.

Operating income for the 2007 quarter was $7,098,000, which
represented an increase of $1,709,000 or 31.7% over the fiscal
2006 quarter.

"We are pleased to report a profit after three consecutive
quarters of losses," Don E. Marsh, chairman and chief executive
officer, said.  "Our focus on controlling expenses helped to
moderate the negative pressure on revenue caused by the effects of
competition and the uncertainty in the marketplace regarding the
outcome of the sale of the Company."

For the first quarter of fiscal 2007, the Company disclosed total
revenues of $401.6 million as compared to $409.8 million for the
first quarter of fiscal 2006.

The Company also disclosed that, as part of its ongoing efforts to
reduce expenses and to improve its financial condition, it closed
the Marsh supermarket located in Naperville, Illinois on
July 22, 2006 and expects to incur accounting charges of
approximately $5 million in the second quarter of fiscal 2007.

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

                         *     *     *

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

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


MORGAN STANLEY: Fitch Holds Low-B Ratings on Six Class Certs.
-------------------------------------------------------------
Fitch Ratings upgrades these Morgan Stanley Capital I Trust,
series 2004-RR2, commercial mortgage-backed securities pass-
through certificates as:

    -- $30.2 million class B to 'AAA' from 'AA';
    -- $15.1 million class C to 'A+' from 'A';
    -- $5.3 million class D to 'A' from 'A-';
    -- $12.2 million class E to 'BBB+' from 'BBB';
    -- $3.3 million class F to 'BBB' from 'BBB-'.

Fitch also affirms these classes:

    -- $90.6 million class A-1 'AAA';
    -- $109.1 million class A-2 'AAA';
    -- $Notional class X 'AAA';
    -- $6.9 million class G 'BB+';
    -- $3.7 million class H 'BB';
    -- $2.5 million class J 'BB-';
    -- $2.5 million class K 'B+';
    -- $2.5 million class L 'B';
    -- $1.6 class M at 'B-'.

Classes N-1 through N-5 are not rated by Fitch.

The rating upgrades reflect increased subordination levels as well
as positive migration of the underlying CMBS securities.  As of
the July 2006 distribution date, the transaction has paid down
7.2% to $302.7 million from $326.1 million at issuance.

The certificates are collateralized by all or a portion of 34
fixed-rate commercial mortgage-backed securities from 25 separate
transactions.  Five classes of the underlying securities have paid
in full since issuance.  The current weighted average rating
factor of the underlying bonds is 12.02, corresponding to an
average rating of 'BB+/BB', compared to 12.36 at issuance.  The
classes' ratings are based on Fitch's actual rating, or on Fitch's
internal credit assessment for those classes not rated by Fitch.

Delinquencies in the underlying transaction are:

    * 30 days: 0.2%;
    * 60 days: 0.2%;
    * 90+ days: 0.5%;
    * Foreclosure: 0.2%; and
    * real estate owned: 1%.


MORGAN STANLEY: Fitch Affirms Low-B Ratings on Six Class Certs.
---------------------------------------------------------------
Fitch affirms these Morgan Stanley Capital I Inc., Series 2005-
RR6, commercial mortgage-backed securities pass-through
certificates as:

    -- $87 million class A-1 'AAA';
    -- $85.5 million class A-2FX 'AAA';
    -- $80 million class A-2FL 'AAA';
    -- $110.6 million class A-3FX 'AAA';
    -- $60 million class A-3FL 'AAA';
    -- Interest only class X 'AAA';
    -- $50.1 million class A-J 'AAA';
    -- $27.5 million class B 'AA';
    -- $14.1 million class C 'A';
    -- $2.1 million class D 'A-';
    -- $8.5 million class E 'BBB+';
    -- $4.2 million class F 'BBB';
    -- $6.4 million class G 'BBB-';
    -- $7.1 million class H 'BB+';
    -- $2.8 million class J 'BB';
    -- $2.8 million class K 'BB-';
    -- $1.4 million class L 'B+';
    -- $2.1 million class M 'B';
    -- $1.4 million class N 'B-'.

Fitch does not rate classes O-1 through O-6.

The affirmations are the result of minimal changes to the ratings
of the underlying securities, as well as the stable credit
enhancement levels.  There has been no principal paydown since
issuance.

The certificates are collateralized by all or a portion of 84
classes of fixed rate CMBS in 55 separate underlying CMBS
transactions.  The weighted average rating factor is 6.6
('BBB/BBB-'), stable from issuance.  The classes' ratings are
based on Fitch's actual rating, or on Fitch's internal credit
assessment for those classes not rated by Fitch.

Delinquencies in the underlying transactions are:

    * 30 days (0.2%);
    * 60 days (0.1%);
    * 90 days or more (0.5%);
    * foreclosure (1.2%) and
    * REO (0.4%).


NBTY INC: S&P Upgrades Bank Loan Rating to BB+
----------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating for
Bohemia, New York-based NBTY Inc., to 'BB+' from 'BB', and raised
the recovery rating to '1' from '2'.  At the same time, Standard &
Poor's revised its outlook to stable from negative and affirmed
the 'BB' corporate credit rating and all other ratings on NBTY.

The '1' recovery rating indicates the expectation of a full
recovery of principal in the event of a default.  Approximately
$227.4 million of total debt was outstanding at June 30, 2006.

"The higher ratings reflect the expectation of lenders' full
recovery of principal on the company's $160.4 million senior
secured credit facility in a simulated payment default scenario
because of a meaningful level of bank debt repayment over the past
year," said Standard & Poor's credit analyst Alison Sullivan.  
"The outlook revision reflects the company's improved financial
profile and credit measures resulting from reduced debt levels."

NBTY repaid $207 million of debt in the first nine months of
fiscal 2006 and an additional $10 million in July.  The company is
expected at minimum to maintain these lower debt levels and may
further reduce leverage as a result of its continuing efforts to
lower inventories and improve working capital.

NBTY is a vertically integrated vitamin, mineral, and supplement
manufacturer and marketer, with a strong retail presence in the
U.K.

S&P expects that continued promotional activity to capture market
share will suppress material margin improvement through fiscal
2006.  However, S&P expects margins to stabilize at the current
levels over the near term and do not expect any further margin
erosion.

"In the event that the company's financial policy becomes more
aggressive, or margins are further depressed, we could revise the
outlook to negative," Ms. Sullivan said.


NEWPARK RESOURCES: Moody's Rates New $150 Million Sr. Loan at B2
----------------------------------------------------------------
Moody's Investors Service assigned a B2 rating to Newpark
Resources, Inc.'s new $150 million five-year senior secured term
loan facility.  At the same time, Moody's affirmed Newpark's B1
Corporate Family Rating and B3 senior subordinated note rating.   
The rating outlook remains negative pending the filing of its
financial statements for the last five fiscal years, as well as
for the fiscal quarters within 2004 and 2005.

Proceeds from the new term loan are being used to refinance
Newpark's $125 million 8.625% senior subordinated notes and repay
other debt.  Moody's will withdraw the rating on the subordinated
notes upon their redemption.  The company's delay in filing its
financial statements has resulted in it violating the financial
reporting covenants under both its senior subordinated notes and
its bank credit facility.  

On July 20, 2006, the company received a notice of default from
more than 25% of the holders of its subordinated notes.  Under
the terms of the indenture, the company has 30 days to cure the
default or risk having the notes accelerated.  The company has
received an extension of its financial statement delivery
requirements from the lenders under its bank credit facility.

Newpark is restating its financial statements for the last five
fiscal years, as well as for the fiscal quarters within 2004
and 2005, due to accounting irregularities.  The accounting
irregularities, which were uncovered as part of routine internal
audit procedures and prompted an internal investigation
commissioned by the Audit Committee, primarily relate to the
processing and payment of invoices by Soloco Texas, LP, one of the
Newpark's subsidiaries in its mat and integrated services segment.

The Audit Committee also commissioned an internal investigation
into improper stock option granting practices, which uncovered
findings of improper practices.  The company estimates the impact
of the restatement will impact pretax income by approximately
$12 million.  The company found cause for the termination of the
CFO and the former CEO, who was at the time the chairman and CEO
of Newpark Environmental Water Services, LLC, and an officer of
Soloco Texas, LP, due to their responsibility for many of the
actions uncovered.  In addition, Newpark's COO resigned; however,
the resignation appears unrelated to the investigation.

On July 7, 2006 Moody's downgraded Newpark's Corporate Family
Rating to B1 from Ba3 and the rating on the company's senior
subordinated notes to B3 from B2 reflecting Moody's concern that
the restatements stem from weak corporate governance and internal
controls, uncertainty regarding the integrity of Newpark's
financial information, the expectation that the restatements and
the disruption at the senior management level have and will
continue to create significant management distractions, the
heightened risk of potential costly litigation and fines, and
increased risk that the company's reputation and relationship with
its customers could be impaired.

While Moody's views favorably the company's willingness to take
quick, strong action in response to the accounting irregularities
and notes that the financial impact of the restatements appears
modest, these factors were unable to offset the risks associated
with a weak governance and internal control environment at the
higher rating category.  Prior to the rating action, Moody's had a
negative rating outlook on the company, which had reflected both
the company's announcement that it was conducting an internal
investigation regarding accounting irregularities and Moody's
concern that Newpark's margins and returns have been lower than
its similarly rated peers.

The negative outlook reflects Moody's concern that the time to
complete the restatements could be considerable.  In addition,
with any such investigation, the possibility remains that
additional issues and concerns will be identified, which could
expand the investigation's original scope.

Should the delay in completing the financial statements become
extended materially beyond September, 2006 and if Moody's
determines that it lacks sufficient financial information to
appropriately monitor the company's credit, the ratings could
be withdrawn.

If further material accounting irregularities are uncovered,
the company faces material fines and legal liabilities, or the
company fails to continue receiving support form its lender group
the ratings may either be placed on review for possible downgrade
or downgraded.

The outlook could move to stable if the company is able to file
its restated financial statements with the SEC in the near-term
and it becomes current on its quarterly financial statement
filings.  However, the rating and outlook would be subject to a
full review of the company and the audited financial statements,
including an assessment of Newpark's credit profile, particularly
in respect to its margins and returns.

Newpark's B1 Corporate Family Rating reflects the company's
relatively small scale; the inherent volatility of the oilfield
services sector and the sensitivity of the company's drilling
fluids business to the level of drilling activity; its continued,
albeit improving, geographic concentration in the mature US Gulf
Coast market; the highly competitive nature of the oilfield
service industry; the risk of changes in the oilfield waste
regulatory environment and potential environmental liability
exposure; and the challenges management faces to in order to
improve both its profitability and its governance and internal
control environment.

The B1 rating is supported by the company's product
diversification across drilling fluids, E&P waste treatment, and
mat sales and rentals; its sound and growing market position in
drilling fluids; expected continued strong demand for oilfield
services over the near-term; the company's substantial knowledge
and operating experience in the oilfield waste disposal business;
and the company's improved financial leverage profile.

The new term loan is notched down one notch from the Corporate
Family Rating level given that it does not have a first security
interest in all of the assets of the company.  The term loan
lenders will have a first lien on all long-term assets and a
second lien position on inventory and receivables assets behind
the senior secured revolving credit facility, which the company
plans to upsize to $90 million.

While Moody's ascribes some value to the term loan's first lien
collateral pool, we believe there is considerable uncertainty
regarding future valuations.  Moody's views the collateral pool to
be illiquid, which, in the event of distress, could significantly
impact valuations.  Moody's do not attribute much value to the
second lien position on inventory and receivables
as the first lien holders will be able to block the second lien
lenders from exercising remedies for 180 days in a default
scenario, the second lien lenders will not object to the value of
the first lien claims, and the revolver could be further upsized.

The term loan facility is guaranteed by Newpark's existing and
future domestic subsidiaries.  The term loan facility will have
minimal amortization but is expected to have a cash sweep
mechanism that would require a portion of free cash flow to be
applied toward debt reduction, and sets mandatory pre-payments
with proceeds from capital markets financings and asset sales.
Financial covenants under the facility are expected to include a
leverage ratio and interest coverage ratio.

Newpark Resources, Inc. is headquartered in Metarie, Louisiana.


NORD RESOURCES: Gets Maturity Extension on $4.9 Mil. Secured Loan
-----------------------------------------------------------------
Nord Resources Corporation, Auramet Trading, LLC, and Nedbank
Limited, agreed to extend the maturity date under the Amended and
Restated Promissory Note pursuant to a letter agreement dated
August 8, 2006.

The maturity is extended to the earlier of:

    (a) September 30, 2006; and

    (b) the closing of a registered equity offering by the
        Company which raises not less than $20,000,000.

The Amended and Restated Promissory Note was to have matured on
August 15, 2006.

All other terms of the secured loan remain in full force and
effect.  Accordingly, the Company continues to be obligated to
make interest-only payments to Nedbank, at an interest rate of 10%
per annum, payable monthly.  The interest rate would increase to
13% in the event of a default by the Company.

                         Promissory Note

On May 31, 2006, Auramet Trading, acting through Nedbank Limited,
advanced an additional $ million loan to the Company.  This amount
was added to the outstanding principal under the then existing
secured loan from Nedbank to the Company in the original principal
amount of $3.9 million.  Auramet had participated in the original
loan through the contribution of a then outstanding loan from
Auramet to the Corporation in the amount of $1 million, dated
October 17, 2005.

Upon closing of the additional $1 million advance, the Company
executed and delivered, among other things, an Amended and
Restated Secured Promissory Note dated May 31, 2006, payable to
Nedbank in the principal amount of $4.9 Million.

A copy of the extension agreement is available for free at:

               http://ResearchArchives.com/t/s?f8d

                        About Nord Resources

Headquartered in Dragoon, Arizona, Nord Resources Corporation
-- http://www.nordresources.com/-- is a natural resource company  
focused on near-term copper production from its Johnson Camp Mine
and the exploration for copper, gold and silver at its properties
in Arizona and New Mexico.  The Company also owns approximately
4.4 million shares of Allied Gold Limited, an Australian company.
In addition, the Company maintains a small net profits interest in
Sierra Rutile Limited, a Sierra Leone, West African company that
controls the world's highest-grade natural rutile deposit.

                         *     *     *

Mayer Hoffman McCann PC expressed substantial doubt about Nord's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's significant
operating losses.  Nord incurred a $3,084,166 net loss for the
year ended Dec. 31, 2005, in contrast to a $864,357 net loss in
the prior year.


NORTHSHORE ASSET: Furniture & Antique Auction Tomorrow, Aug. 15
---------------------------------------------------------------
Eliot B. Millman Co. Auctioneers LLC, hired by Arthur Steinberg,
the court-appointed Receiver for Northshore Asset Management, LLC,
and its debtor-affiliates, will auction the contents of a mansion
located at 229 Stanwich Road in Greenwich, Conn., at 11:30 a.m. on
Tuesday, August 15, 2006.

The sale includes:

   Antique and Fine Furniture:

      -- a 1901 Mason Hamlin parlor grand piano;
      -- a country Hepplewhite cherry side board;
      -- leather club chairs and a tufted ottoman;
      -- a large Mill House Regency yew wood breakfront;
      -- a cranberry mohair sofa;
      -- a down tapestry sofa and side chair;
      -- a burlwood folding game table;
      -- a tilt-top mahogany pie crust table;
      -- a walnut pedestal table with mahogany inlay;
      -- a drop leaf table;
      -- a leather side chair;
      -- an English yew wood leather-top partners' desk;

   Rugs:

      -- a 14' x 20' hand-made Indian rug;
      -- a 9' x 12' Sino Persian rug;
      -- a 7' x 7' Yalamah Persian rug;
      -- a 6' x 9' Kilim rug;

   Other Antiques:

      -- a carved wood rocking horse;
      -- an antique clock;
      -- a marble statue;
      -- framed art and paintings; and
      -- decorative accessories.

Headquartered in Chicago, Illinois, Northshore Asset Management
LLC provides investment management services to private equity and
hedge funds and sophisticated investors.  On Feb. 15, 2005,
Northshore, NSCT LLC and Saldutti Capital Management, LP, filed
for chapter 11 protection (Bankr. N.D. Ill. Case Nos. 05-04950,
05-04958 and 05-04959).  On February 16, 2005, the U.S. District
Court for the Southern District of New York appointed Arthur
Steinberg as receiver.  On March 29, 2005, the Honorable Pamela S.
Hollis in Chicago ordered the transfer of the Debtors'
chapter 11 cases to the U.S. Bankruptcy Court for the Southern
District of New York (Bankr. Case Nos. 05-12797 through 05-12799),
and the U.S. District Court for the Southern District of New York
withdrew the reference of those cases from the bankruptcy court to
consolidate all proceedings in one forum.

Jon C. Vigano, Esq., Patricia J. Fokuo, Esq., at Schiff Hardin LLP
represents the Debtors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts ranging from
$10 million to $50 million.  Arthur Steinberg, Esq., at Kaye
Scholer LLP, serves as the Receiver.  Additional information about
this proceeding is available on-line at
http://www.northshoreupdate.com/


NORTHWESTERN CORP: Posts $2.4 Mil. Net Loss in 2nd Quarter 2006
---------------------------------------------------------------
For the three months ended June 30, 2006, Northwestern Corp.
reported net loss of $2,446,000 from operating revenues of
$232,186,000.

The Company's balance sheet at June 30, 2006 showed strained
liquidity with $234,104,000 in total current assets and
$363,289,000 in total current liabilities.  

At June 30, 2006, the Company had total assets of $2,329,847,000,
total liabilities of $1,590,055,000 and total shareholders' equity
of $739,792,000.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:  

               http://researcharchives.com/t/s?f36

                     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 Apr. 28, 2006,
Standard & Poor's Ratings Services revised its CreditWatch
implications on the 'BB+' corporate credit rating on electric and
gas utility NorthWestern Corp. to negative from developing
following the announcement that Babcock & Brown Infrastructure
Ltd. will acquire NorthWestern for $2.2 billion.  The ratings were
originally placed on CreditWatch developing on Dec. 6, 2005, after
Black Hills Corp. offered to acquire NorthWestern.


NRG ENERGY: Two Subsidiaries Commence $500 Million Stock Purchase
-----------------------------------------------------------------
NRG Energy, Inc., disclosed that two of its wholly owned
subsidiaries, NRG Common Stock Finance I, LLC, and NRG Common
Stock Finance II, LLC, will use up to $500 million to purchase
shares of the Company's common stock in the open market or in
privately negotiated transactions.

The reference period is expected to be complete when the
subsidiaries have paid an aggregate of $500 million in connection
with the purchases.

CSF I and CSF II will make purchases of the Company's common stock
during the reference period using an equity contribution from the
Company, which is expected to be approximately $166 million in the
aggregate, together with up to $84 million funded through the
issuance of preferred equity and up to $250 million funded through
the issuance of debt from units of Credit Suisse.  Neither the
debt of nor the preferred equity interests in the subsidiaries
will be recourse to the Company or its restricted subsidiaries and
the debt will be secured by shares of the Company's common stock
purchased during the reference period.

The agreements specify that purchases shall be made under the
program at the sole discretion of the Company.

The Company further disclosed that, the transactions with CSF I
will have a term of approximately two years and the transactions
with CSF II will have a term of approximately three years.  At
maturity, each subsidiary will be obligated to repay all amounts
due under the notes and preferred units and the affiliate of
Credit Suisse will have the right to exchange the preferred units
and notes they purchased for an additional payment equal to the
excess of the market value of the Company's common stock owned by
such subsidiary over a threshold amount.

NRG Energy, Inc. (NYSE: NRG) -- http://www.nrgenergy.com/--
presently owns and operates a diverse portfolio of power-
generating facilities, primarily in Texas and the Northeast, South
Central and Western regions of the United States.  Its operations
include baseload, intermediate, peaking, and cogeneration
facilities, thermal energy production and energy resource recovery
facilities.  NRG also has ownership interests in generating
facilities in Australia and Germany.


ODYSSEY RE HOLDINGS: Earns $202 Million in Quarter Ended June 30
----------------------------------------------------------------
Odyssey Re Holdings Corp. reported net income available to common
shareholders of $202.4 million for the quarter ended June 30,
2006, compared to $51.1 million for the quarter ended June 30,
2005.

Net income available to common shareholders for the six months
ended June 30, 2006 was $361.8 million, compared to $82.6 million
for the comparable period of 2005.

Total shareholders' equity was $1.83 billion at June 30, 2006, an
increase of $208.5 million compared to total shareholders' equity
of $1.62 billion at Dec. 31, 2005.

Commenting on the second quarter, Andrew A. Barnard, the Company's
president and chief executive officer, stated, "We achieved the
highest level of earnings this quarter in our history as we
continued to benefit from solid underwriting and investment
performance. Book value per share has increased 13.6% to date in
2006, allowing us to continue the momentum in compounding book
value by 15% over the long term."

Odyssey Re Holdings Corp. is an underwriter of property and
casualty treaty and facultative reinsurance, as well as specialty
insurance.  OdysseyRe operates through its subsidiaries, Odyssey
America Reinsurance Corporation, Hudson Insurance Company, Hudson
Specialty Insurance Company, Clearwater Insurance Company, Newline
Underwriting Management Limited and Newline Insurance Company
Limited.  The Company underwrites through offices in the United
States, London, Paris, Singapore, Toronto and Latin America.  
Odyssey Re Holdings Corp. is listed on the New York Stock Exchange
under the symbol ORH.

                          *     *     *

Odyssey Re Holdings Corp.'s preferred stock rating carries Ba2
from Moody's and BB from Fitch.  The Company's senior unsecured
debt and long-term issuer default ratings also carry BB+ from
Fitch.  Moody's placed its rating on Oct. 12, 2005 with a stable
outlook.  Fitch placed its ratings on March 23, 2006.


ON SEMICONDUCTOR: Earns $67.5 Million in Second Quarter of 2006
---------------------------------------------------------------  
For the second quarter of 2006, ON Semiconductor Corp. reported
net income of $67.5 million compared to net income of
$40.4 million the first quarter of 2006.

The Company's total revenues for the second quarter of 2006 is
$375.3 million, an increase of 12 percent from the first quarter
2006 total revenues.

Commenting on the results, Keith Jackson, ON Semiconductor's
president and chief executive officer, said, "The second quarter
was another strong quarter for ON Semiconductor.  Our improving
mix, new product introductions and cost competitive manufacturing
capabilities helped drive record quarterly gross margin
percentage, net income and earnings per share.

"During the second quarter we also grew cash and cash equivalents
by approximately $43 million to a record high balance of
approximately $295 million.  Going forward, we look to continue
our success and have focused the company on accelerating the
growth of our power solutions portfolio," Mr. Jackson added.  "As
part of this effort, beginning in the third quarter, we have re-
aligned the company into four market-based divisions, the Digital
and Consumer Products Group, the Computing Products Group, the
Automotive and Power Regulation Group and the Standard Products
Group.  We believe this new organizational structure will enable
ON Semiconductor to continue to expand its development of
innovative power solutions for customers in these key markets."

                      About ON Semiconductor

ON Semiconductor -- http://www.onsemi.com/-- supplies power  
solutions to engineers, purchasing professionals, distributors and
contract manufacturers in the computer, cell phone, portable
devices, automotive and industrial markets.

                          *     *     *

ON Semiconductor Corp.'s bank loan debt and long-term corporate
family rating carry Moody's B2 ratings.  The ratings were placed
on Dec. 15, 2005 with a positive outlook.

In June of the same year, Standard & Poor's placed the Company's
long-term local and foreign issuer credit ratings at B+ with a
stable outlook.


ORION HEALTHCORP: Posts $480,000 Net Loss in 2006 Second Quarter
----------------------------------------------------------------
Orion HealthCorp, Inc. (AMEX: ONH) reported financial results for
the second quarter and six months ended June 30, 2006.

"We continue to make progress on a number of fronts. During the
second quarter, we were EBITDA positive, demonstrating that our
cost controls and consolidation efforts are producing the desired
results" Terrence L. Bauer, chief executive officer of Orion
HealthCorp, said.  "Also, we are hard at work executing our
business plan that, in addition to reducing costs, includes
strategic growth initiatives.  We have identified several
acquisition candidates that we believe would complement our
existing revenue cycle management business and are discussing
potential transactions.  Halfway through 2006, we believe we are
well-positioned with positive momentum for the remainder of the
year."

The results for the three months and six months ended June 30,
2006 and 2005, respectively, include the consolidated results of
Orion HealthCorp, with two of its business units: Integrated
Physician Solutions, Inc., and Medical Billing Services, Inc.    
The surgery center business operated under the name "SurgiCare" is
reported as discontinued operations for the three months and six
months ended June 30, 2006 and 2005.

For the three months ended June 30, 2006, net operating revenues
were $6.9 million compared with $7.7 million for the same period
in the prior year.  Loss from continuing operations was $481,000
for the second quarter of 2006 compared with a loss from
continuing operations of $7.8 million including a charge for
impairment of intangible assets and goodwill of $6.4 million,
for the prior year period.

Net loss, including income from discontinued operations of $968,
was $480,000 for the second quarter of 2006 compared with a net
loss, including a loss from discontinued operations of $540,000,
of $8.3 million for the quarter ended June 30, 2005.  Earnings
before interest, taxes, depreciation and amortization totaled
$54,000 for the second quarter of 2006.

For the six months ended June 30, 2006, net operating revenues
were $14.1 million compared with $15.3 million for the same period
in the prior year. Loss from continuing operations was $285,000
for the first six months of 2006 compared with a
loss from continuing operations of $9.2 million including the
aforementioned charge for impairment of intangible assets and
goodwill, for the same period in 2005.

Net income, including income from discontinued operations of
$576,000, was $291,000 for the first half of 2006 compared with
a net loss, including a loss from discontinued operations of
$821,000, of $10 million for the first half of 2005.  EBITDA
totaled $116,000 for the first six months of 2006 compared with an
EBITDA loss of $946,000 for the prior year period.

                     About Orion HealthCorp

Orion HealthCorp, Inc. -- http://www.orionhealthcorp.com/--
is a  healthcare services organization resulting from a recent  
combination of four different operating companies.  The Company  
provides complementary business services to physicians through  
three business units: SurgiCare, Inc., serving the freestanding  
ambulatory surgery center market; Integrated Physician Solutions,  
Inc., providing business services to pediatric practices and  
technology solutions to general and specialized medical practices;
and Medical Billing Services, Inc., providing physician billing
and collection services and practice
management solutions to hospital-based physicians.  The core
competency of the Company is its long-term experience and
success in working with and creating value for physicians.   

                       Going Concern Doubt

UHY Mann Frankfort Stein and Lipp CPAs, LLP, in Houston, Texas,
raised substantial doubt about  Orion HealthCorp's ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's recurring losses
from operations and negative cash flows.


OVERSEAS SHIPHOLDING: Discloses Partnership with TransCanada
------------------------------------------------------------
Overseas Shipholding Group, Inc. disclosed a strategic partnership
agreement with TransCanada CNG Technologies Ltd, a subsidiary of
TransCanada Corporation.

Under the agreement, the Company will own and operate a new type
of tanker vessel, capable of moving large quantities of compressed
natural gas using TransCanada's patented technology for the
design, construction and operation of Gas Transport Modules for
the transportation of CNG from stranded gas fields throughout the
world.

Morten Arntzen, president and chief executive officer, said, "We
are very excited about working with TransCanada on both the
development of these unique gas carriers and the projects for
which they are intended.  As the world seeks alternative energy
resources and fuel substitutions, this proprietary technology is a
real breakthrough for facilitating the recovery of natural gas
from fields that were once not cost effective to reach."
Mr. Arntzen continued, "Combining TransCanada's unique technology
with OSG's in-depth knowledge of marine transportation and vessel
construction, will enable our respective companies to be the first
to develop an efficient and commercially viable CNG vessel."

                       About TransCanada

TransCanada (NYSE, TSX: TRP) is a leader in the responsible
development and reliable operation of North American energy
infrastructure.  TransCanada's network of more than 41,000
kilometres (25,600 miles) of wholly owned pipeline transports the
majority of Western Canada's natural gas production to key
Canadian and U.S. markets.  A growing independent power producer,
TransCanada owns, or has interests in, approximately 6,700
megawatts of power generation in Canada and the United States.

                           About OSG

Overseas Shipholding Group, Inc. (NYSE:OSG)
-- http://www.osg.com/-- is one of the largest publicly traded  
tanker companies in the world with an owned, operated and newbuild
fleet of 117 vessels, aggregating 13.0 million dwt and 865,000
cbm, as of June 30, 2006.  As a market leader in global energy
transportation services for crude oil and petroleum products in
the U.S. and International Flag markets, the Company is committed
to setting high standards of excellence for its quality, safety
and environmental programs.  OSG is recognized as one of the
world's most customer-focused marine transportation companies,
with offices in New York, Athens, London, Newcastle and Singapore.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2006,
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.


PARMALAT: Parma Court Approves Boschi's Composition of Creditors
----------------------------------------------------------------
The Court of Parma entered an order validating the Composition
with Creditors proposed by the Extraordinary Commissioner of
Boschi Luigi e Figli S.p.A. in Extraordinary Administration
pursuant to art. 4 bis of Law No. 166 of July 5, 2004, and
Legislative Decree No 119 of May 3, 2004, as amended.

Due to the validation of the Composition with Creditors,
Boschi Luigi e Figli S.p.A. is no longer considered insolvent and
will be included in the area of consolidation of the Parmalat
Group starting from the third quarter 2006.

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

(Parmalat Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000, http://bankrupt.com/newsstand/)


PARMALAT: Court Allows Investors to File Third Amended Complaint
----------------------------------------------------------------
The U.S. District Court for the Southern District of New York
allowed the class plaintiffs of the "Parmalat Securities
Litigation" to file a Third Amended Complaint, which includes [the
new] Parmalat SpA among the defendants.  Said class action is
pending now for over two years in front of the District Court.  
The judge has denied certification in his July 21, 2006 ruling.

Other defendants in the class action are Deloitte & Touche
(and, as an individual, Mr. James Copeland), Grant Thornton,
Citigroup (including Buconero, Vialattea, Eureka Securitization),
Bank of America, Credit Suisse, Banca Nazionale del Lavoro, Banca
Intesa, Morgan Stanley, the law offices of Pavia Ansaldo and of
Zini Associates, and number of individuals.

Defendants may conduct discovery with respect to class
certification until Sept. 21, 2006.

A full-text copy of the District Court Order is available for
free at http://researcharchives.com/t/s?f6c

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.

(Parmalat Bankruptcy News, Issue No. 75; Bankruptcy Creditors'
Service, Inc., 215/945-7000, http://bankrupt.com/newsstand/)


PAXAR CORP: Earns $14.6 Million in Second Quarter of 2006
---------------------------------------------------------
Paxar Corporation reported net income of $14.6 million for the
second quarter of 2006, compared to net income of $14.4 million,
for the second quarter of 2005.

The Company's sales for the second quarter of 2006 is $233.3
million, compared with sales of $214.5 million for the second
quarter of 2005.

                     Six Months 2006 Results

For the first six months of 2006, the Company reported sales of
$432.9 million compared with sales of $401.7 million for the first
six months of 2005.

Net income of $19.8 million was reported for the first six months
of 2006, versus net income of $19.7 million for the first six
months of 2005.

Commenting on the results, Rob van der Merwe, the Company's
president and chief executive officer, said, "Our strong second
quarter growth was a continuation of demand for our merchandising
and supply chain solutions globally, and I am pleased to report
excellent continuing organic growth throughout the first half of
2006.  I am also pleased with the underlying strength of volumes
flowing through our businesses and regions as well as progress
made to realign our resources to better service our customers."

Mr. van der Merwe continued, "During the second quarter we made
good progress in the realignment of apparel identification
production in our European operations and initiated further steps
to shift US-based apparel capacity offshore.  This program will
continue throughout the balance of the year and into the latter
part of 2007, resulting in Paxar being better able to support its
customers, globally.  Due to progress made in executing the
initial phase of our global realignment plan, as anticipated, we
incurred some up-front costs, which along with costs associated
with the rapid expansion in our Asia Pacific operations,
negatively impacted reported margins in the quarter.  We also
experienced lower margins on certain new products which are in
their initial ramp-up phase."

Paxar Corporation -- http://www.paxar.com/-- provides  
identification solutions to the retail and apparel industry,
worldwide.  

                          *     *     *

Paxar Corp.'s senior unsecured debt carries Moody's B1 rating.
Moody's placed the rating on Dec. 23, 1996.


PEOPLE'S CHOICE: Fitch Rates $19.06 Million Class Certs. at BB+
---------------------------------------------------------------
Fitch rates these People's Choice Mortgage Pass-Through
Certificates, Series 2006-1, as:

    -- $788.99 million classes 1A1 through 1A4, 2A1 and 2A2 'AAA';
    -- $36.62 million class M1 'AA+';
    -- $33.60 million class M2 'AA';
    -- $20.06 million class M3 'AA-'
    -- $18.06 million class M4 'A+';
    -- $16.55 million class M5 'A';
    -- $15.55 million class M6 'A-';
    -- $14.55 million class M7 'BBB+';
    -- $12.54 million class M8 'BBB';
    -- $6.52 million class M9 'BBB';
    -- $12.04 million class M10 'BBB-';
    -- $9.03 million class B1 'BBB-';
    -- $19.06 million class B2 'BB+'.

The 'AAA' rating on the senior certificates reflects the 24.15%
total credit enhancement provided by the 3.65% class M1, the 3.35%
class M2, the 2.00% class M3, the 1.80% class M4, the 1.65% class
M5, the 1.55% class M6, the 1.45% class M7, the 1.25% class M8,
the 0.65% class M9, the 1.20% class M10, the 0.90% class B1, the
1.90% class B2 and the growing overcollateralization (OC) amount
of 2.80%.  All certificates have the benefit of monthly excess
cash flow to absorb losses.  In addition, the ratings reflect the
integrity of the transaction's legal structure as well as the
capabilities of Wells Fargo Bank, National Association as Master
Servicer and EMC Mortgage Corporation as Servicer.  HSBC Bank USA,
National Association will act as Trustee.

The collateral pool consists of 4,456 fixed-rate and adjustable-
rate mortgage loans with and initial aggregate principal balance
of approximately $1,003,167,728 secured by first and second liens.
As of the cut-off-date, the weighted average combined loan-to-
value ratio (CLTV) of the collateral pool was 82.27% and the
weighted average credit score was 650.  The average balance was
$225,127 and the pool had a weighted average interest rate of
8.169%.  The weighted average original term to maturity was 355
months.  California (31.81%), Florida (15.35%), and New York
(9.49%) comprise the top three state concentrations.


PICTURESQUE LLC: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Picturesque, L.L.C.
        dba Simply Artrageous
        aka Artrageous Home Decor
        5900 North Granite Reef Road, #200
        Scottsdale, Arizona 85250

Bankruptcy Case No.: 06-02461

Type of Business: The Debtor specializes in carrying of art
                  images to decorate walls with, including
                  oils, prints, giclees, tapestries, lithographs,
                  originals, photographs and posters.
                  In addition, the Debtor carries mirrors, wall
                  clocks, sculptures, lamps, accent furniture,
                  unique fountains, and beautiful custom
                  aquariums.  See
                  http://shop.simplyartrageous.com/

Chapter 11 Petition Date: August 8, 2006

Court: District of Arizona (Phoenix)

Judge: Eileen W. Hollowell

Debtor's Counsel: Dale C. Schian, Esq.
                  Mark C. Hudson, Esq.
                  Michael P. Thieme, Esq.
                  Schian Walker P.L.C.
                  3550 North Central Avenue #1500
                  Phoenix, Arizona 5012-2188
                  Tel: (602) 285-4550
                  Fax: (602) 297-9633

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
   ------                     ---------------       ------------
Art Connection                Trade Debt                $213,980
2860 Centerport Circle
Pompano Beach, FL 33064

Amy Waite/John Doucet         Promissory Note           $200,000
11 White Oak Lane
Quakerhill, CT 06375

Uma Aggarwal                  Promissory Note           $100,000
9792 Old Warson Road
Ladue, MO 63124

Global Link Logistics         Trade Debt                 $84,706

ITCube, L.L.C.                Trade Debt                 $78,149

Sklar Peppler                 Trade Debt                 $74,396

Arizona Republic              Advertising                $73,872
Customer Account Services

Southern Furniture Co.        Trade Debt                 $63,341

Picture Galleries             Trade Debt                 $44,376

A-America Furniture Co.       Trade Debt                 $41,968

Ariel of France               Trade Debt                 $38,310

Regency House Inc.            Trade Debt                 $34,338

Cristo Rey                    Trade Debt                 $25,280

Deljou Art Group              Trade Debt                 $20,527

Phillips Collection           Trade Debt                 $18,532

John Richard                  Trade Debt                 $18,065

Cities West Publishing        Advertising                $17,738

Howard Miller                 Trade Debt                 $16,488

Denver Newspaper Agency       Advertising                $14,677

Stylecraft Home Collection    Trade Debt                 $14,592


PRESCIENT APPLIED: Stockholders Gives Nod on TAK Settlement Pact
----------------------------------------------------------------
Holders of Prescient Applied Intelligence, Inc.'s Series E
Convertible Preferred Stock approved a settlement agreement with
TAK Investments, LLC and one of its affiliates concerning an
ongoing dispute with respect to Prescient's outsourcing agreement
with TAK.

As reported in the Troubled Company Reporter on Aug. 3, 2006, the
Company entered into a settlement agreement with Tak Investments,
and an affiliate that provides:

   -- Termination of the outsourcing agreement;

   -- Cancellation of TAK's equity securities in Prescient
   
   -- A mutual general release by TAK and Prescient of all claims
      against each other;

   -- A three year secured approximately $2.6 million promissory
      note issued by Prescient to TAK that bears interest at the
      prime rate plus 2%, which is payable at a rate of $30,000
      per month with the remaining amount due at the end of the
      three year period;

   -- A warrant issued to TAK to purchase 1,000,000 shares of
      Common Stock in Prescient at an exercise price equal to the
      closing share price of Prescient's common stock on the day
      immediately preceding the date of the grant plus 10%.  The
      warrant expires on December 31, 2006.

                       About Prescient

Based in West Chester, Pa., Prescient Applied Intelligence, Inc.
(OTCBB:PPID) -- http://www.prescient.com/-- provides supply chain  
and advanced commerce solutions for retailers and suppliers.  
founded in 1985, Prescient's solutions capture information at the
point of sale, provide greater visibility into real-time demand
and turn data into actionable information across the entire supply
chain.

                       Going Concern Doubt

Amper, Politziner & Mattia P.C. expressed substantial doubt
Prescient's ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and resulting dependence upon
access to additional external financing.


PROGRESS RAIL: Notes Redemption Prompts S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on
Progress Rail Services Holdings Corp., PRSC Acquisition Corp., and
PMRC Acquisition Co., including its 'B+' corporate credit rating.
The ratings were removed from CreditWatch, where they were
originally placed with positive implications on March 22, 2006.

The ratings withdrawal follows the redemption of the remaining
$77 million (out of an original $200 million par value) of the
company's 7.75% senior unsecured notes.  The debt redemption was
undertaken as part of the acquisition of the company by
Caterpillar Inc. (A/Stable/A-1).


PSS WORLD: Good Performance Prompts S&P to Upgrade Ratings
----------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Jacksonville, Florida-based PSS World Medical Inc.  The corporate
credit rating was raised to 'BB' from 'BB-'.  The rating outlook
is stable.

"The rating upgrade reflects the company's successful
restructuring efforts, which have contributed to profitability
growth; its relatively conservative growth strategy; and an
improved financial risk profile since we revised the rating
outlook to positive from stable in December 2003," said Standard &
Poor's credit analyst Jesse Juliano.

The rating on PSS reflects the company's narrow operating focus as
a niche distributor of medical products to alternate-site health
care providers and the current weakness in its elder care
business.  Partially offsetting these concerns are PSS's leading
position in its niche markets, its successful restructuring
efforts, identifiable opportunities for sales growth and improved
profitability, and its significant supplier and client diversity.

Financial metrics are strong for the rating category, and are
robust relative to Standard & Poor's medians for the 'BB' rating
category.  EBITDA interest coverage is expected to be more than
10x (versus the 3.5x median), total lease-adjusted debt to EBITDA
is expected to be around 2.0x (versus the 3.5x median), and funds
from operations to lease-adjusted debt is expected to be more than
40% (versus the 22.4% median).  PSS's financial risk profile
provides some flexibility for unforeseen operating shortfalls,
moderate-size acquisitions to seize growth opportunities, or share
repurchase activity.


QUANTA CAPITAL: In Talks with Lenders to Amended Credit Facility
----------------------------------------------------------------
Quanta Capital Holdings Ltd. continues to work with its lenders
regarding an amendment to its credit facility and an extension to
its waiver period, which expired Aug. 11, 2006.

On June 7, 2006, A.M. Best Co. downgraded the financial strength
ratings to B from B++ and the issuer credit ratings to bb from bbb
for the insurance/reinsurance subsidiaries of Quanta Capital
Holdings Ltd.

These rating actions apply to Quanta Reinsurance Ltd., its
subsidiaries and Quanta Europe Ltd.  A.M. Best also downgraded
Quanta's ICR to b from bb and the securities rating to ccc from
b+ for its $75 million 10.25% Series A non-cumulative perpetual
preferred shares.  All ratings have been removed from under review
with negative implications and assigned a negative outlook.

Subsequently, all ratings of Quanta will be withdrawn and the
FSRs will be assigned a rating of NR-4 in response to
management's request that Quanta be removed from A.M. Best's
interactive rating process.

The company disclosed that the A.M. Best rating action triggered
a default under Quanta's credit facility.

                      About the Company

Headquartered in Hamilton, Bermuda, Quanta Capital Holdings Ltd.
(NASDAQ: QNTA) -- http://www.quantaholdings.com/-- operates its  
Lloyd's syndicate in London and its environmental consulting
business through Environmental Strategies Consulting (ESC) in the
United States.  The Company is in the process of running off its
remaining business lines.  The Company maintains offices in
Bermuda, the United Kingdom, Ireland and the United States.


QUIGLEY COMPANY: Plan Misses 75% 524(g) Acceptance Requirement
--------------------------------------------------------------
Quigley Company, Inc., failed to obtain acceptance of its Third
Amended Plan of Reorganization from 75% of the holders of
asbestos-related personal injury claims who voted to accept or
reject the company's plan.  That 75% acceptance rate is required
to confirm a chapter 11 plan centered around a trust formed under
11 U.S.C. Sec. 524(g) to future resolution of asbestos-related
claims.  

Quigley's Plan, as reported in the Troubled Company Reporter,
proposes to resolve all liability for all Asbestos PI Claims by
channeling them to an Asbestos PI Trust to be established on the
effective date.  

The Honorable Stuart M. Bernstein has called off a previously
scheduled confirmation hearing to let the parties regroup and
figure out how to move forward.  

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.


REFCO INC: Davidson Kempner Offering to Buy Refco Capital Claims
----------------------------------------------------------------
Davidson Kempner Capital Management LLC is offering to buy:

    * scheduled and undisputed Securities Customer Claims (as that
      term is defined in the RCM Settlement Agreement) against
      Refco Capital Markets, LTD, at a rate of 65 cents-on-the-
      dollar; and

    * scheduled and undisputed FX/Unsecured Claims  (as that term
      is defined in the RCM Settlement Agreement) against Refco
      Capital Markets, LTD, at a rate of 25 cents-on-the-dollar.

This offer is valid through August 21, 2006, contingent on due
diligence, the price is subject to change based on events in the
bankruptcy and day-to-day news in the industry, and other strings
are attached.

For additional information, contact:

     Aileen M. Watson
     Davidson Kempner Capital Management LLC
     65 East 55th Street, 19th Floor
     New York, New York 10022
     Telephone (212) 446-4065
     Facsimile (646) 924-0465

                         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).


RENT-A-CENTER INC: To Acquire Rent-Way for $567 Million
-------------------------------------------------------
Rent-A-Center, Inc., entered into a definitive agreement
pursuant to which it will acquire Rent-Way, Inc.'s common stock
for $10.65 per share, in cash.

The agreement also provides that each holder of options of Rent-
Way will receive an amount equal to the difference between
$10.65 and the exercise price of the option.  The transaction
is valued at approximately $567 million, which includes the
acquisition of all outstanding common stock and options, net debt
and other liabilities of Rent-Way, as well as the redemption of
all outstanding convertible preferred stock.

"We are very excited about this transaction with Rent-Way,"
commented Mark E. Speese, the Company's Chairman of the Board
and Chief Executive Officer.  "Bill Morgenstern and his
management team have built a successful rent-to-own operation as
demonstrated by the fact that Rent-Way has accomplished eleven
positive same store sales quarters out of the last twelve.

"Given our track record of successfully integrating acquisitions
and implementing our proven business model, we believe that this
transaction will create additional value for our stockholders.  
Giving effect to Rent-Way's forecasted 2006 EBITDA of
approximately $60 million and the full realization of cost
savings through leveraging our existing infrastructure and
scale, pro-forma EBITDA of $85 million should be achieved,
with further growth continuing from the execution of our
business model.  In fact, we believe we will be able to build on
Rent-Way's success as evidenced by our 2003 acquisition of 295
Rent-Way stores.  With our national brand and advertising
driving customer traffic and our broad selection of high
quality, brand-name merchandise, we believe we can grow both
revenue and store operating income to nearly comparable results
to our core stores," continued Mr. Speese.

"Furthermore, we expect to realize these cost savings in
advertising, merchandise purchases and general and
administrative expenses. As a result, following an initial six-
month transition period and the realization of cost savings in
the last half of the year, we believe the transaction will be
accretive to our 2007 diluted earnings per share by
approximately one to two cents, accelerating in 2008 and 2009 to
approximately $0.20 and $0.35 diluted earnings per share,
respectively.  I want to point out that our diluted earnings per
share accretion of approximately one to two cents in 2007 and
approximately $0.20 in 2008 is after the negative impact of
approximately $0.11 and $0.06 diluted earnings per share,
respectively, due to the amortization of intangible assets
related to the customer and non-compete agreements.  These are
assets we must record and amortize in connection with the
acquisition, but they roll off quickly resulting in higher
levels of accretion in the future," Mr. Speese said.

"I have known Mark Speese for many years and believe he
and his strong management team have a vision for Rent-A-Center
that our team can embrace," Mr. William Morgenstern, Chairman of
the Board of Rent-Way stated.  "We believe that our customers will
be well served by this transaction and that it will provide
additional growth opportunities for our nearly 4,000 talented
associates.

"As a co-founder of Rent-Way 25 years ago, I have great pride in
our collective accomplishments over the years achieved by the
dedication and commitment of the fine Rent-Way team which have
now culminated with the sale of our business to a first-class
industry leader," Mr. Morgenstern added.

Rent-A-Center intends to fund the acquisition primarily with an
increase in its senior credit facility.  The acquisition, which
is expected to be completed in the fourth quarter of 2006, is
conditioned upon customary closing conditions for a transaction
of this nature, including the receipt of requisite regulatory
approval and approval of Rent-Way's shareholders.

In connection with this transaction, Rent-A-Center was advised
by Bear, Stearns & Co. Inc. and Rent-Way was advised by
Citigroup Global Markets Inc.

                      About Rent-Way

Headquartered in Erie, Pennsylvania, Rent-Way Inc. (NYSE: RWY) --
http://www.rentway.com/-- offers quality, brand name home  
entertainment equipment, furniture, computers, major appliances
and jewelry at 784 rental-purchase stores in 34 states.  
Established in 1981, the Company employs 4,000 associates.

                    About Rent-A-Center

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates the largest chain of
consumer rent-to-own stores in the U.S. with 2,751 company
operated stores located in the U.S., Canada, and Puerto Rico.
The company also franchises 297 rent-to-own stores that operate
under the "ColorTyme" and "Rent-A-Center" banners.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Standard & Poor's Ratings Services placed its debt ratings,
including its 'BB+' corporate credit rating, on Plano, Texas-based
Rent-A-Center Inc. on CreditWatch with negative implications.

At the same time, Standard & Poor's placed its ratings, including
the 'B+' corporate credit rating, on Erie, Pennsylvania-based
Rent-Way Inc. on CreditWatch with positive implications.

As reported in the Troubled Company Reporter on June 23, 2006,
Moody's Investors Service assigned a Ba2 rating to the bank loan
of Rent-A-Center, Inc., and affirmed the Ba2 corporate family as
well as the senior subordinated note issue at Ba3.  The
continuation of the positive outlook reflected Moody's opinion
that ratings could be upgraded over the medium-term once the
company establishes a lengthier track record of sales
improvement and Moody's becomes more comfortable with the
company's financial policy.


RENT-WAY INC: Sells Assets to Rent-A-Center for $567 Million
------------------------------------------------------------
Rent-A-Center, Inc., entered into a definitive agreement
pursuant to which it will acquire Rent-Way, Inc.'s common stock
for $10.65 per share, in cash.

The agreement also provides that each holder of options of Rent-
Way will receive an amount equal to the difference between
$10.65 and the exercise price of the option.  The transaction
is valued at approximately $567 million, which includes the
acquisition of all outstanding common stock and options, net debt
and other liabilities of Rent-Way, as well as the redemption of
all outstanding convertible preferred stock.

"We are very excited about this transaction with Rent-Way,"
commented Mark E. Speese, the Company's Chairman of the Board
and Chief Executive Officer.  "Bill Morgenstern and his
management team have built a successful rent-to-own operation as
demonstrated by the fact that Rent-Way has accomplished eleven
positive same store sales quarters out of the last twelve.

"Given our track record of successfully integrating acquisitions
and implementing our proven business model, we believe that this
transaction will create additional value for our stockholders.  
Giving effect to Rent-Way's forecasted 2006 EBITDA of
approximately $60 million and the full realization of cost
savings through leveraging our existing infrastructure and
scale, pro-forma EBITDA of $85 million should be achieved,
with further growth continuing from the execution of our
business model.  In fact, we believe we will be able to build on
Rent-Way's success as evidenced by our 2003 acquisition of 295
Rent-Way stores.  With our national brand and advertising
driving customer traffic and our broad selection of high
quality, brand-name merchandise, we believe we can grow both
revenue and store operating income to nearly comparable results
to our core stores," continued Mr. Speese.

"Furthermore, we expect to realize these cost savings in
advertising, merchandise purchases and general and
administrative expenses. As a result, following an initial six-
month transition period and the realization of cost savings in
the last half of the year, we believe the transaction will be
accretive to our 2007 diluted earnings per share by
approximately one to two cents, accelerating in 2008 and 2009 to
approximately $0.20 and $0.35 diluted earnings per share,
respectively.  I want to point out that our diluted earnings per
share accretion of approximately one to two cents in 2007 and
approximately $0.20 in 2008 is after the negative impact of
approximately $0.11 and $0.06 diluted earnings per share,
respectively, due to the amortization of intangible assets
related to the customer and non-compete agreements.  These are
assets we must record and amortize in connection with the
acquisition, but they roll off quickly resulting in higher
levels of accretion in the future," Mr. Speese said.

"I have known Mark Speese for many years and believe he
and his strong management team have a vision for Rent-A-Center
that our team can embrace," Mr. William Morgenstern, Chairman of
the Board of Rent-Way stated.  "We believe that our customers will
be well served by this transaction and that it will provide
additional growth opportunities for our nearly 4,000 talented
associates.

"As a co-founder of Rent-Way 25 years ago, I have great pride in
our collective accomplishments over the years achieved by the
dedication and commitment of the fine Rent-Way team which have
now culminated with the sale of our business to a first-class
industry leader," Mr. Morgenstern added.

Rent-A-Center intends to fund the acquisition primarily with an
increase in its senior credit facility.  The acquisition, which
is expected to be completed in the fourth quarter of 2006, is
conditioned upon customary closing conditions for a transaction
of this nature, including the receipt of requisite regulatory
approval and approval of Rent-Way's shareholders.

In connection with this transaction, Rent-A-Center was advised
by Bear, Stearns & Co. Inc. and Rent-Way was advised by
Citigroup Global Markets Inc.

                       About Rent-A-Center

Based in Plano, Texas, Rent-A-Center, Inc. (Nasdaq:RCII)
-- http://www.rentacenter.com/-- operates the largest chain of
consumer rent-to-own stores in the U.S. with 2,751 company
operated stores located in the U.S., Canada, and Puerto Rico.
The company also franchises 297 rent-to-own stores that operate
under the "ColorTyme" and "Rent-A-Center" banners.

                         About Rent-Way

Headquartered in Erie, Pennsylvania, Rent-Way Inc. (NYSE: RWY) --
http://www.rentway.com/-- offers quality, brand name home  
entertainment equipment, furniture, computers, major appliances
and jewelry at 784 rental-purchase stores in 34 states.  
Established in 1981, the Company employs 4,000 associates.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 10, 2006,
Moody's Investors Service placed all ratings of Rent-Way, Inc.,
under review for possible upgrade.  The review is prompted by the
announcement that Rent-A-Center, Inc. intends to acquire complete
ownership of Rent-Way.  Moody's notes that the rated senior
secured notes are redeemable at any time at the option of the
company.

The ratings are placed under review for possible upgrade include:
$205 million 11.875% second-lien secured note issue of B3, and
corporate family rating of B3.


RICHARD INFARINATO: Case Summary & 16 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Richard Infarinato
        50 Calumet Street
        Rochester, New York 14610

Bankruptcy Case No.: 06-21441

Chapter 11 Petition Date: August 9, 2006

Court: Western District of New York (Rochester)

Debtor's Counsel: Michael H. Arnold, Esq.
                  Place & Arnold
                  27 Pleasant Street
                  Fairport, New York 14450
                  Tel: (585) 425-1060

Total Assets: $3,913,802

Total Debts:  $1,128,084

Debtor's 16 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of America               Consumer purchase          $37,661
P.O. Box 1758
Newark, NJ 07101

American Express              Consumer purchase          $24,432
P.O. Box 360002
Ft. Lauderdale, FL 33336-0002

Bank of America               Consumer purchase          $17,079
P.O. Box 1758
Newark, NJ 07101-1758

Chase Bank One Visa           Consumer purchase          $15,926

American Express              Consumer purchase          $15,801

Key Bank                      Consumer purchase          $14,873

Chase Bank One Visa           Consumer purchase          $13,371

Chase Bank One Visa           Consumer purchase          $13,320

Chase Bank One Visa           Line of credit             $10,485

National CityBank             Consumer purchase           $9,806

Bank of America               Line of credit              $9,318

Capital One                   Consumer purchase           $8,896

HSBC Bank                     Consumer purchase           $8,461

HSBC Bank                     Line of credit              $8,183

AT&T Universal                Line of credit              $3,650

Key Bank                      Overdarft line of             $450
                              Credit


RIGEL CORPORATION: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Rigel Corporation
        1530 West 10th Place
        Tempe, Arizona 85281

Bankruptcy Case No.: 06-02480

Type of Business: The Debtor is a Krispy Kreme franchisee.
                  The Debtor also operates Godfather's Pizza, KFC
                  and Bruegger's Bagels' franchises.

                  Vincent J. Morrissey, the Debtor's president and
                  CEO, filed for chapter 11 protection on July 26,
                  2006 (Bankr. D. Ariz. Case No. 06-02282).

Chapter 11 Petition Date: August 9, 2006

Court: District of Arizona (Phoenix)

Judge: Redfield T. Baum Sr.

Debtor's Counsel: Michael W. Carmel, Esq.
                  Michael W. Carmel, Ltd.
                  80 East Columbus Avenue
                  Phoenix, Arizona 85012-4965
                  Tel: (602) 264-4965
                  Fax: (602) 277-0144

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 17 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mid City Bank                 Bank Loan               $3,472,818
304 42nd Street
Omaha, NE 68131

Krispy Kreme                  Trade                   $2,144,602
Doughnut Corp
P.O. Box 752046
Charlotte, NC

Krispy Kreme - Roy            Franchise               $1,382,231
P.O. Box 752046
Charlotte, NC

Don O'Toole Real Estate       Debt                      $463,280
2102 South Yellow Wood
Mesa, AZ 85212

Arizona Dept. of Revenue      Trade                     $338,257
P.O. Box 29010
Phoenix, AZ 85038-9010

Penske                        Trade                     $215,726

The Hartford                  Insurance                 $110,704

Envirosure Solutions, LLC     Trade                      $70,267

Levine Investment, LP         Leases                     $61,667

Maricopa County Treasurer     Taxes                      $54,289

Western Paper                 Trade                      $52,191

Debelis Corporation           Trade                      $43,200

Bernalillo County             Taxes                      $34,914
Treasurer

Silverstone Group             Insurance                  $33,394

Prudential Overall Supply     Trade                      $27,601

Coyotes Hockey                Marketing                  $25,200

SRP                           Utilities                  $24,706

Viacom Sports                 Marketing                  $22,700

MCI                           Utilities                  $21,219

Logo Apparel                  Trade                      $20,812


RIVIERA HOLDINGS: IGE Proposal Cues S&P to Hold Developing Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on
Riviera Holdings Corp., including its 'B' corporate credit rating,
remain on CreditWatch with developing implications where they were
placed on March 23, 2006, after the company's announcement that it
had resumed previously initiated discussions with a certain
investor group regarding its possible acquisition of Riviera.

The Las Vegas-based casino owner and operator subsequently entered
into a definitive agreement with this investor group whereby all
outstanding shares other than the shares held by Riviera's Chief
Executive Officer, William Westerman, would be acquired at a price
of $17 per share in cash or $427 million, including the assumption
of roughly $215 million in outstanding debt.  Mr. Westerman had
agreed to vote in favor of the acquisition and sell his shares to
the investor group at $15 per share in cash.

On Aug. 8, 2006 -- the day shareholders met to vote on the merger
agreement -- Riviera announced that it received an unsolicited,
competing takeover proposal from International Gaming &
Entertainment LLC to acquire the company for $20 per share or $464
million, including the assumption of debt.  While IGE has
committed to a certain equity capital, the company does not yet
have a financing commitment.  The proposal, however, is not be
subject to a financing contingency.  

The shareholder vote has been postponed until Aug. 29, 2006, while
management determines if the new offer is credible.


ROYAL GROUP: Shareholders OKs $1.7 Billion Georgia Gulf Buy Offer
-----------------------------------------------------------------
Shareholders of Royal Group Technologies Limited overwhelmingly
approved the plan of arrangement with Georgia Gulf Corporation,
whereby Georgia Gulf offered CDN$13 per share in cash for all of
the outstanding shares of Royal Group.  Over 99% of the votes cast
were voted in favor of the plan of arrangement.  Closing of the
transaction remains targeted for September 2006.

As reported in the Troubled Company Reporter on July 6, 2006, the
Board of Directors of Royal Group recommended that shareholders
approve a CDN$13 all cash transaction to be implemented by way of
a plan of arrangement.  The Company entered into an agreement with
Georgia Gulf pursuant to which it will acquire all of the common
shares of Royal Group at a price of CDN$13 per share, subject to,
among other conditions, approval by shareholders of Royal Group at
a special meeting of shareholders.  The total value of the
transaction, including debt, is CDN$1.7 billion (approximately
$1.5 billion).

                       About Georgia Gulf
    
Headquartered in Atlanta, Georgia, Georgia Gulf Corporation
(NYSE: GGC) -- http://www.ggc.com/-- manufactures and markets two  
integrated product lines, chlorovinyls and aromatics.  Georgia
Gulf's chlorovinyls products include chlorine, caustic soda, vinyl
chloride monomer and vinyl resins and compounds.  Georgia Gulf's
primary aromatic products include cumene, phenol and acetone.

                        About Royal Group

Headquartered in Ontario, Canada, Royal Group Technologies Limited
(TSX & NYSE: RYG) -- http://www.royalgrouptech.com-- produces  
innovative, attractive, durable, and low-maintenance home
improvement and building products, which are primarily utilized in
both the renovation and new construction sectors of the North
American construction industry.  The Company has manufacturing
operations located throughout North America in order to provide
industry-leading service to its extensive customer network.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services said its 'BB' long-term
corporate credit and senior unsecured debt ratings on Woodbridge,
Ontario-based Royal Group Technologies Ltd. will remain on
CreditWatch with negative implications, where they were placed
March 16, 2006.  The continued CreditWatch follows Georgia Gulf
Corp.'s (BB+/Watch Neg/--) takeover proposal for CDN$1.7 billion,
including CDN$491 million of assumed net debt.


SATELITES MEXICANOS: Files for Chapter 11 Protection in New York
----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., filed for Chapter 11
Reorganization with the U.S. Bankruptcy Court for the Southern
District of New York on Aug. 11, 2006.

Contemporaneous with the filing of its chapter 11 petition, the
Debtor filed a motion to dismiss the Section 304 Case it commenced
on Aug. 4, 2005.  The preliminary injunction issued by the Court
pursuant to the Section 304 petition terminates today.

Satmex's Chapter 11 filing is part of a Restructuring Agreement
with major creditors and equity constituencies that provides for a
global restructuring of its Senior Secured Notes, Existing Bonds
and Interests, through the filing and approval of a Plan under
Mexico's "concurso mercantil" reorganization proceeding and the
confirmation of a Chapter 11 plan in the U.S. Bankruptcy Court.

The Debtor and:

    * Servicios Corporativos Satelitales, S.A. de C.V.;
    * Loral Skynet Corporation;
    * Principia, S.A. de C.V.;
    * certain holders of the Debtor's Senior Secured Notes; and
    * certain holders of the Debtor's Existing Bonds

executed the terms of this consensual Restructuring Agreement on
March 31, 2006.

As of its bankruptcy filing, the Debtor's principal indebtedness
includes:

      -- approximately $320,000,000 in principal amount of
         10-1/8% Unsecured Senior Notes due Nov. 1, 2004, pursuant
         to a February 1998 indenture with The Bank of New York,
         as Indenture Trustee; and

      -- approximately $203,400,000 in principal amount of Senior
         Secured Notes due June 30, 2004, pursuant to the
         March 1998 indenture with Citibank, N.A., as Indenture
         Trustee.

The Senior Secured Notes are secured by first priority liens
against, and a security interest in substantially all of Satmex's
assets.

                         Satmex's Woes

The telecommunications sector's sharp downturn in the early 2001,
resulted in the cancellation of existing contracts and a decrease
in revenues earned by the Debtor.

The Debtor ceased making interest payments on its Existing Bonds
beginning Aug. 1, 2003, and failed to pay the principal amount of
the Existing Bonds that came due upon maturity on Nov. 1, 2004.  
The Senior Secured Notes matured on June 30, 2004, and the Debtor
also did not make the required principal payment.

The default of Servicios -- Satmex's immediate parent company --
on the $125.1 million promissory note referred to as the
"menoscabo" on September 2003 also constituted a default under the
indentures governing the Senior Secured Notes and Existing Bonds.

The Debtor realized that a financial restructuring was imperative
due to liquidity constraints and defaults under the Existing Bond
Indenture and the Existing Note Indenture.  During the latter part
of 2003, it commenced negotiations with advisors for certain
holders of Existing Bonds and advisors for certain holders of
Senior Secured Notes in an effort to restructure its existing
indebtedness and obtain financing to complete the launch of
Satmex 6.

In December 2004, the Debtor's negotiations with the Ad Hoc
Committees resulted in a proposed term sheet outlining the terms
of a plan of reorganization to restructure Satmex's debt
obligations.  The Debtor, however, was unable to garner the
necessary support for the proposed term sheet from the Mexican
Government in its capacity as, among other things, regulator and
shareholder of Satmex.

Due the breakdown in the negotiation process, certain holders of
the Existing Bonds and the Senior Secured Notes filed an
involuntary chapter 11 petition against the Debtor on May 25,
2005.

The Debtor says that as a continuation of the effort to
restructure its outstanding indebtedness, it filed a voluntary
petition for a Mexican reorganization, known as a concurso
mercantile, on June 29, 2005.  The case was assigned to the Second
Federal District Court for Civil Matters for the Federal District
in Mexico City.  

The Mexican Court, on June 30, 2005, admitted the Debtor's
petition to commence the Concurso Proceeding and ordered the
Instituto Federal de Especialistas de Concursos Mercantiles to
appoint an independent auditor called the "Visitador" to determine
if Satmex satisfied the requirements to be a debtor under the
Ley de Concursos Mercantiles of Mexico.

The Mexican Bankruptcy Court also entered an order:

    (i) staying any foreclosure proceeding against the rights and
        assets of the Debtor,

   (ii) prohibiting the Debtor from disposing or encumbering its
        main properties or assets, and

  (iii) prohibiting the Debtor from transferring its valuables or
        funds to third parties.

During this period, the Debtor continued negotiations with its
creditors in an attempt to:

    (i) resolve the involuntary chapter 11 on a consensual basis
        in the near term; and

   (ii) come to agreement on global restructuring issues,
        particularly with respect to the Senior Secured Notes and
        the Existing Bonds.

In July 2005, the Debtor reached an agreement with the Petitioning
Creditors, which provided that, among other things, that the
Petitioning Creditors would consent to the:

    (a) dismissal of the involuntary chapter 11 case,

    (b) commencement of a case under Section 304 of the Bankruptcy
        Code ancillary to the Concurso Proceeding, and

    (c) entry of a preliminary injunction in connection with the
        304 Case against, among other things, any actions against
        the Debtor or its assets.

On Sept. 7, 2005, the Mexican Bankruptcy Court declared Satmex in
"concurso mercantil" under the LCM and on Oct. 11, 2005, the
Mexican Bankruptcy Court appointed Thomas Stanley Heather
Rodriguez as conciliador in the Concurso Proceeding.

The Debtor subsequently filed its or Concurso Plan with the
Mexican Bankruptcy Court which details the terms and framework of
the restructuring agreed upon by the Debtor and its creditors and
equity holders.  That Plan also provides for final implementation
of the Debtor's restructuring through a plan confirmed in a case
commenced under chapter 11 of the Bankruptcy Code.  The Mexican
Bankruptcy Court approved the Concurso Plan on July 17, 2006.

                           About Satmex

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for
their private business networks with data, voice and video
applications.  Satmex also provides the government of the United
Mexican States with approximately 7% of its satellite capacity for
national security and public purposes without charge, under the
terms of the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.  
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).

On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).

Satmex's affiliates, Loral Space & Communications Ltd., and
affiliates, filed for chapter 11 protection on July 15, 2003
(Bankr. S.D.N.Y. Case Nos. 03-41710).  The Court confirmed Loral's
plan on August 1, 2005.


SATELITES MEXICANOS: Case Summary & 9 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Satelites Mexicanos, S.A. de C.V.
        Rodolfo Gaona #86
        Col. Lomas de Sotelo
        Mexico D.F. 11200 Mexico

Bankruptcy Case No.: 06-11868

Type of Business: Satmex is the leading provider of fixed
                  satellite services in Mexico.  Satmex
                  provides transponder capacity via its
                  satellites to customers for distribution of
                  network and cable television programming,
                  direct-to-home television service, on-site
                  transmission of live news reports, sporting
                  events and other video feeds.  Satmex also
                  provides satellite transmission capacity to
                  telecommunications service providers for
                  public telephone networks in Mexico and
                  elsewhere and to corporate customers for
                  their private business networks with data,
                  voice and video applications.  Satmex markets
                  the use of satellite transmission capacity for
                  new applications, such as Internet via
                  satellite.

                  Satmex also provides the government of the
                  United Mexican States with approximately 7%
                  of its satellite capacity for national security
                  and public purposes without charge, under the
                  terms of the Orbital Concessions.  Satmex is the
                  largest provider of satellite services to the
                  Mexican Government and these services are
                  crucial to the Mexican Government's national
                  security and defense operations.

                  On May 25, 2005, certain holders of Satmex's
                  Existing Bonds and Senior Secured Notes filed
                  an involuntary chapter 11 petition against the
                  Company (Bankr. S.D.N.Y. Case No. 05-13862).

                  On June 29, 2005, Satmex filed a voluntary
                  petition for a Mexican reorganization, known
                  as a concurso mercantile, which was assigned to
                  the Second Federal District Court for Civil
                  Matters for the Federal District in Mexico City.

                  On June 30, 2005, the Mexican Bankruptcy Court
                  admitted Satmex's petition to commence the
                  Concurso Proceeding and ordered the Instituto
                  Federal de Especialistas de Concursos
                  Mercantiles to appoint an independent auditor
                  called the "Visitador" to determine if Satmex
                  satisfied the requirements to be a debtor under
                  the Ley de Concursos Mercantiles of Mexico.

                  On August 4, 2005, Satmex filed a petition,
                  pursuant to section 304 of the Bankruptcy Code
                  to commence a case ancillary to the Concurso
                  Proceeding and a motion for injunctive relief
                  seeking, among other things, to enjoin actions
                  against Satmex or its assets (Bankr. S.D.N.Y.
                  Case No. 05-16103).

                  Satmex's affiliates, Loral Space &
                  Communications Ltd., and affiliates, filed for
                  chapter 11 protection on July 15, 2003 (Bankr.
                  S.D.N.Y. Case Nos. 03-41710).

Chapter 11 Petition Date: August 11, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Debtor's Counsel: Luc A. Despins, Esq.
                  Milbank, Tweed Hadley & McCloy LLP
                  One Chase Manhattan Plaza
                  New York, NY 10005
                  Tel: (212) 530-5000
                  Fax: (212) 530-5219

Debtor's
Mexican Counsel:  Galicia y Robles, S.C.

                       -- and --

                  Quijano Cortina Lopez y de la Torre

Debtor's
Financial
Advisor:          UBS Securities LLC

                       -- and --

                  Valor Consultores, S.A. de C.V.

Debtor's Auditor: Deloitte & Touche

Debtor's Claims,
Noticing, and
Balloting Agent:  Kurtzman Carson Consultants LLC

Ad Hoc Existing
Bondholders'
Committee's
Counsel:          Steven Scheinman, Esq.
                  Michael S. Stamer, Esq.
                  Shuba Satyaprasad, Esq.
                  Akin Gump Strauss Hauer & Feld LLP
                  590 Madison Avenue
                  New York, NY 10022

Ad Hoc Senior
Secured
Noteholders'
Committee
Counsel:          Dennis Jenkins, Esq.
                  George W. Shuster, Jr., Esq.
                  Wilmer Cutler Pickering Hale and Dorr LLP
                  60 State Street
                  Boston, MA 02109

Financial Condition as of July 24, 2006:

      Total Assets: $905,953,928

      Total Debts:  $743,473,721

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Bank of New York          10-1/8% Unsecured     $413,774,527
(as indenture trustee for     Senior Notes
the Existing Bonds)
101 Barclay Street
Floor 21 West,
New York, NY 10286

Attn:
Ming J. Shiang
Assistant Vice President
Tel: (212) 815-7181

Castalia Communications       Trade                     $549,306
Corporation
1532 Dunwoody Village Parkway
Suite 205
Atlanta, GA 30338

Attn:
Luis Torres-Bohl
President
Tel: (770) 396-7850
Fax: (770) 396-3464

Xeipn Canal 11/Canal 11       Trade                     $250,602
Prolongacion de Carpio 475
Mexico D.F. 11340

Attn:
Julio Di-Bella Roldan
Director
Tel: +52 (55) 5356-1111
Fax: +52 (55) 5341-2043

Corporacion Ecuatoriana de    Trade                     $191,659
Television, S.A./ECUAVISA
Cerro Del Carmen S/N
Casilla Postal 10992
Guayaquil, Ecuador 10992

Attn:
Xavier Alvarado Robles
President
Tel: + 593 (4) 256 2444
Fax: + 593 (4) 256 6219


ACS Global TV C.V.            Trade                     $146,610
Latinoamerica TV
Calle Enriqueta Compte Y
Rique 1276
Montevideo, Uruguay 11800

Attn:
Atanasio Aguirre Lussich
Tel: +598 (2) 208-3363
     int 323/214
Fax: +598 (2) 208-3363
     int 200

Nexus International           Trade                     $114,030
Broadcasting, Inc.
Colorvision
2140 South Dixie
Highway, Suite 207
Miami, FL 33133

Attn:
Cesar Mazzotta
Managing Director
Tel: (305) 398-8812
Fax: (305) 358-8525

Television                    Trade                      $75,179
Metropolitanacanal 22
Atletas 2, Edif. Pedro
Infante
Mexico D.F. 04220

Attn:
Hector Abadie Vazquez

Tel: +52 (55) 5549-6298
     +52 (55) 5549-6888
Fax: +52 (55) 5544-4843

Massachusetts Institute of    Service provider           $39,916
Technology/M.I.T.
Provision
244 Wood Street, Room S3-219
Lexington, MA 02420

Attn:
David L Briggs
Director
Cooperative Research

   -- and --

Gail A Powderly, C.P.
Technology & Contracts
Office, Lincoln Laboratory
Tel: (781) 981-7087
Fax: (781) 981-1494

Medio Entertainment, S.A.     Trade                      $26,042
de C.V. CBTV Michoacan
Agustin Melgar 325-101
Morelia/Michoacan 58260
Mexico

Attn:
Isllali Belmonte Rosales
Tel: +52 (443) 314-3515
Fax: +52 (443) 315-6883


SATELITES MEXICANOS: Files Plan and Disclosure Statement in NY
--------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., submitted its Chapter 11 Plan
of Reorganization and accompanying Disclosure Statement to the
U.S. Bankruptcy Court for the Southern District of New York on
Aug. 11, 2006.

The Chapter 11 Plan provides, among other things, for an equitable
distribution of the value of, and ownership interests in, Satmex's
business to parties in interest.  The Chapter 11 Plan permits
Satmex to emerge from chapter 11 substantially deleveraged,
enabling the Company to operate as an economically viable
competitor and leader in the fixed satellite services industry.

Implementation of the Chapter 11 Plan is anticipated to result in
a reduction of Satmex's outstanding indebtedness primarily through
the restructuring of secured and unsecured debt as well as the
conversion of a portion of the Debtor's unsecured debt securities
to equity in the reorganized company.

Under the Chapter 11 Plan, allowed administrative expense claims,
federal, state and local tax claims, other priority claims, other
general unsecured claims and secured claims are unimpaired.

As of its bankruptcy filing, the Debtor's principal indebtedness
includes:

      -- approximately $320,000,000 in principal amount of
         10-1/8% Unsecured Senior Notes due Nov. 1, 2004, pursuant
         to a February 1998 indenture with The Bank of New York,
         as Indenture Trustee; and

      -- approximately $203,400,000 in principal amount of Senior
         Secured Notes due June 30, 2004, pursuant to the
         March 1998 indenture with Citibank, N.A., as Indenture
         Trustee.

The claims of holders of the Senior Secured Notes will be
converted into $234,400,000 of senior secured notes, to be issued
by Satmex on the Effective Date.

The claims of holders of the Existing Bonds will be converted
into:

    (i) $140,000,000 of second priority senior secured notes, to
        be issued by Satmex on the Effective Date; and

   (ii) interests in a trust formed to hold the new common stock
        to be issued by Satmex on the Effective Date under the
        Chapter 11 Plan to the holders of the Existing Bonds
        consisting of shares of the series B common stock of
        reorganized Satmex and shares of series N common stock of
        reorganized Satmex that represent 78% of the total equity
        economic interests and 43% of the total equity voting
        rights of reorganized Satmex on a fully diluted basis.

Principia, S.A. de C.V. and Loral Skynet Corporation, as holders
of Satmex's Existing Preferred Stock, will receive, on the
Effective Date, shares of New Series B Common Stock and the New
Series N Common Stock to be distributed so that:

    (i) Principia will receive interests in the Equity Trust
        representing 0.67% of the total equity economic interests
        and 0.67% of the total equity voting rights of reorganized
        Satmex on a fully diluted basis; and

   (ii) Loral will receive interests in the Equity Trust
        representing 1.33% of the total equity economic interests
        and 1.33% of the total equity voting rights of reorganized
        Satmex on a fully diluted basis.

In addition, Loral and its affiliates will receive certain other
concessions from Satmex in return for their participation in
Satmex's restructuring, including, without limitation:

    (i) the grant to certain affiliates of Loral of a "usufructo"
        under Mexican law in certain transponders on Satmex 5 and
        Satmex 6;

   (ii) a right of first offer with respect to the construction of
        Satmex's next satellite, and

  (iii) the assumption pursuant to Section 365 of the Bankruptcy
        Code by Satmex of that certain global settlement agreement
        And related agreements between Satmex and certain
        affiliates of Loral.

The Government of United Mexican States and Servicios Corporativos
Satelitales, S.A. de C.V., as holders of Satmex's Existing Common
Stock, will receive, on the Effective Date, shares of the series A
common stock of reorganized Satmex and of the New Series N Common
Stock, to be apportioned as:

    - the Mexican Government will receive interests in the Equity
      Trust representing 4% of the total equity economic interests
      and 10% of the total equity voting rights of reorganized
      Satmex on a fully diluted basis; and

    - Servicios will receive interests in the Equity Trust
      representing 16% of the total equity economic interests and
      45% of the total equity voting rights of reorganized Satmex
      on a fully diluted basis.

A copy of Satmex's Chapter 11 Plan of Reorganization is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060813215708


A copy of the Disclosure Statement explaining the Chapter 11 plan
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060813215920

                           About Satmex

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.  
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).

On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).

Satmex's affiliates, Loral Space & Communications Ltd., and
affiliates, filed for chapter 11 protection on July 15, 2003
(Bankr. S.D.N.Y. Case Nos. 03-41710).  The Court confirmed Loral's
plan on August 1, 2005.


SEAGATE TECHNOLOGY: Board Okays $2.5 Billion Stock Repurchase
-------------------------------------------------------------
Seagate Technology's Board of Directors has authorized the
repurchase up to $2.5 billion of its outstanding shares of common
stock over the next 24 months.

The program, the Company disclosed, reinforces its ongoing
commitment to enhance shareholder value in which, during fiscal
year 2006, it returned over $500 million to its shareholders
through stock repurchases and quarterly dividends.  The new
repurchase program represents approximately 20% of the company's
capitalization.  As of July 28, 2006, the Company had
approximately 576 million shares of stock outstanding.

The Company also disclosed, it expects to fund the stock
repurchase through a combination of cash on hand, future cash flow
from operations and potential alternative sources of financing.

Headquartered in Scotts Valley, California, Seagate Technology
(NYSE: STX) -- http://www.seagate.com/-- is the worldwide leader  
in the design, manufacturing and marketing of hard disc drives,
providing products for a wide-range of Enterprise, Desktop, Mobile
Computing, and Consumer Electronics applications.  Seagate's
business model leverages technology leadership and world-class
manufacturing to deliver industry-leading innovation and quality
to its global customers, and to be the low cost producer in all
markets in which it participates.  The company is committed to
providing award-winning products, customer support and reliability
to meet the world's growing demand for information storage.

                           *     *     *

Moody's confirmed Seagate's Corporate Family Rating of Ba1 and
upgraded ratings of Seagate's $400 million senior notes 8%, due
2009 to Ba1, Maxtor's remaining $135 million of the $230 million
6.8% convertible senior notes, due 2010 to Ba1 from B2 and Maxtor
Corporation's $60 million 5-3/4% convertible subordinated
debentures, due 2012 to Ba2 from Caa1.  The rating outlook is
stable.


SECURE COMPUTING: Moody's Rates Proposed $110 Mil. Loans at B2
--------------------------------------------------------------
Moody's Investors Service assigned a B2 Corporate Family Rating
and B2 ratings to Secure Computing Corporation's proposed
$20 million senior secured Revolving Credit Facility and
$90 million senior secured Term Loan. Proceeds of the loans
will be used to purchase CipherTrust and for general corporate
purposes.  Moody's also assigned a SGL-2 speculative grade
liquidity rating.  The outlook is stable.

   * Corporate family rating -- B2

   * $20 million first lien senior secured revolving credit
     facility -- B2

   * $90 million first lien senior secured term loan -- B2

   * Speculative Grade Liquidity Rating -- SGL-2

The outlook is stable

The B2 corporate family rating for Secure Computing reflects the
company's moderately high leverage post closing at 3.7x LTM pro
forma EBITDA, the strength of competition from larger equipment
makers such as Cisco, Juniper, and Nokia, the rapidly evolving
nature of the security software business and recent softness in
revenues at Secure Computing relating to the CyberGuard
acquisition.

The rating also reflects the market strength of Secure Computing
within their core product lines as well as a leading market
position of CipherTrust's messaging security suite.  The SGL-2
rating reflects the company's moderate liquidity though at close
cash balance will be modest. The company is expected to generate
positive free cash flow on a quarterly basis over the next 12
months.  However, there is a possibility that it may have to tap
into its liquidity facility given the modest cash balance.

The stable outlook incorporates continued growth at CipherTrust
and a modest recovery from Secure Computing product lines.  The
ratings and outlook assume the security software and appliance
industry will continue to evolve but that Secure Computing will
maintain its strong niche position.

The ratings could move up if their market share strengthens
accompanied by sustained organic revenue and EBITDA growth and a
meaningful decrease in leverage levels.

The ratings could move down if the Company's core product revenues
continue to decline or if the company makes a large debt financed
acquisition.

Secure Computing is a provider of enterprise security products.   
The Company is headquartered in San Jose, California.


SECURE COMPUTING: S&P Rates Proposed $110 Million Loan at B
-----------------------------------------------------------
Standard & Poor's Rating Services assigned its 'B' corporate
credit rating to San Jose, California-based Secure Computing Corp.
The outlook is positive.

At the same time, S&P assigned a 'B' rating with a recovery rating
of '2' to the company's proposed first-lien loan of $110 million
(consisting of a term B loan of $90 million and an undrawn
revolving credit facility of $20 million).  The recovery rating on
the first-lien loan indicates expectations for substantial
recovery (80% to 100%) of principal in the event of a payment
default.

Proceeds of the facility, including $90 million in first-lien term
loan, as well as a $10 million "earn-in" Seller's Note, in
conjunction with $103 million of existing cash and $79 million in
equity, will be used to fund the acquisition of Cipher Trust,
which makes software aimed at securing the e-mail messaging
market.  The acquisition will total about $274 million.

"The rating on Secure Computing reflects the company's rapid
growth, narrow business profile, secondary market positions,
acquisition integration risks, and high leverage," said Standard &
Poor's credit Stephanie Crane.  "These factors are partially
offset by relatively high barriers to entry, recurring revenues
based on a maintenance stream, and a market that has strong growth
potential."

Secure Computing provides software solutions and appliances that
enable secure Internet usage at the enterprise level, providing
enterprise-based clients with protection against corruption by
viruses, identity theft, or bandwidth "clog" caused by spam.  The
acquisition of Cipher Trust provides Secure Computing with
software and appliances aimed at the e-mail messaging market,
which complements Secure Computing's overall product offering.  It
also expands the client base with the addition of 2,500 enterprise
customers with a need for these products.  Secure Computing's
software and appliances protect the enterprise at two levels:

    * between the Internet and network by providing the firewall
      and identity tokens; and

    * also between the application and the Internet, by providing
      software aimed at e-mail messaging and web solutions.

The positive outlook reflects financial leverage that provides a
modest cushion for the rating over the course of the integration
of the Cyber Guard and the Cipher Trust acquisitions.  An upgrade
of the rating could come from improved financial leverage, driven
by stronger-than-expected profitability due to a successful
integration process or quicker-than-expected development and
adoption of new products.  On the other hand, the outlook could be
revised to stable as a result of rising leverage from current
levels stemming from lower-than-expected profitability arising
from integration issues.


SENIOR HOUSING: Earns $12.6 Million in Quarter Ended June 30
------------------------------------------------------------
Senior Housing Properties Trust reports net income of $12,686,000
for the three months ended June 30, 2006 from total revenues of
$41,276,000.

The Company's balance sheet at June 30, 2006 showed total assets
of $1,490,557,000, total liabilities of $588,733,000 and total
shareholders' equity of $901,824,000.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:    

               http://researcharchives.com/t/s?f38

Senior Housing Properties Trust is a real estate investment trust,
or REIT, investing in senior housing properties, including
apartment buildings for aged residents, independent living
properties, assisted living facilities and nursing homes.  As of
Dec. 31, 2005, the Company owned 188 properties located in 32
states with a book value of $1.7 billion before depreciation.

                         *     *     *

In June 2005, Fitch Ratings affirmed the 'BB+' senior unsecured
debt rating of Senior Housing Properties Trust.  Fitch also
affirmed the 'BB-' rating of trust preferred securities issued by
SNH Capital Trust I, a wholly owned financing subsidiary of SNH.
The outlook was stable.


SFG LP: Case Summary & 40 Largest Unsecured Creditors
-----------------------------------------------------
Lead Debtor: SFG, LP
             6801 Jefferson Northeast
             Suite 500
             Albuquerque, New Mexico 87109
             Tel: (505) 855-9500

Bankruptcy Case No.: 06-11207

Debtor-affiliates filing separate chapter 11 petitions on
August 7, 2006:

      Entity                                     Case No.
      ------                                     --------
      Sandia Food Group Inc.                     06-11212

Debtor-affiliates filing separate chapter 11 petitions on
August 8, 2006:

     Entity                                      Case No.
     ------                                      --------
     Sandia Food Group El Paso Operating 1 Ltd.  06-11222
     SFG NEEP GP, Inc.                           06-11223
     SFG NEEP, Ltd.                              06-11224

Type of Business: The Debtors operate an Italian restaurant.
                  See http://www.sandiafood.com/

Chapter 11 Petition Date: August 4, 2006

Court: Western District of Texas (Austin)

Judge: Frank R. Monroe

Debtors' Counsel: Patricia Baron Tomasco, Esq.
                  Brown McCarroll, L.L.P.
                  111 Congress Avenue, Suite 1215
                  Austin, Texas 78701
                  Tel: (512) 479-5456
                  Fax: (512) 479-1155

                             Estimated Assets    Estimated Debts
                             ----------------    ---------------
SFG, LP                      $10 Million to      $10 Million to
                             $50 Million         $50 Million

Sandia Food Group Inc.       $10 Million to      $10 Million to
                             $50 Million         $50 Million

Sandia Food Group El Paso    $100,000 to         $500,000 to
Operating 1 Ltd.             $500,000            $1 Million

SFG NEEP GP, Inc.            $100,000 to         $500,000 to
                             $500,000            $1 Million

SFG NEEP, Ltd.               $100,000 to         $500,000 to
                             $500,000            $1 Million

A. 20 Largest Unsecured Creditors of:

         -- SFG, LP
         -- Sandia Food Group Inc.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kona Restaurant Group, Inc.   Royalties               $1,781,000
7500 Rialto Boulevard
Suite 250
Austin, TX 78735

Zanios Foods, Inc.            Trade debt                $350,000
P.O. Box 27730
Albuquerque, NM 87125-7730

Firemans Fund Insurance Co.   Commercial Insurance      $122,251
Cashier 8th Floor
MZX80832172
1999 Bryan Street
Dallas, TX 75201

Krass Monroe PA               Professional fees         $119,906
8000 Norman Center Drive
Suite 1000
Minneapolis, MN 55437

RSM McGladrey                 Professional fees          $77,000
3600 American Boulevard West
3rd Floor
Bloomington, MN 55431

Sun Valley Distribution Inc.  Trade                      $56,619

Delta Marketing, Inc.         Trade                      $45,270

Brown & McCarroll LP          Professional fees          $41,068

Encore                        Trade debt                 $30,627

NCA Architecture              Trade debt                 $27,798

Neon Express                  Trade debt                 $24,913

Colormark                     Trade debt                 $24,504

Clear Channel Outdoor         Trade debt                 $15,960

Ecolab Pest Elimination       Trade debt                 $14,281

Holiday Inn Ocotillo          Trade debt                 $13,881

Greenville Antiques           Trade debt                 $13,776

Smith Engineering             Trade debt                 $12,817

Unifirst Corporation          Trade debt                 $12,192

Holiday Inn Express Chandler  Trade debt                 $10,970

Martinez Brothers             Trade debt                 $10,400
Landscaping


B. 20 Largest Unsecured Creditors of:

         -- Sandia Food Group El Paso Operating 1 Ltd.
         -- SFG NEEP GP, Inc.
         -- SFG NEEP, Ltd.

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Kona Restaurant Group, Inc.   Royalties               $1,781,000
7500 Rialto Boulevard
Suite 250
Austin, TX 78735

Zanios Foods, Inc.            Trade debt                $350,000
P.O. Box 27730
Albuquerque, NM 87125-7730

Firemans Fund Insurance Co.   Commercial Insurance      $122,251
Cashier 8th Floor
MZX80832172
1999 Bryan Street
Dallas, TX 75201

Krass Monroe PA               Professional fees         $119,906
8000 Norman Center Drive
Suite 1000
Minneapolis, MN 55437

RSM McGladrey                 Professional fees          $77,000
3600 American Boulevard West
3rd Floor
Bloomington, MN 55431

Bill & Pennyann Lothriner     Promissory note            $74,214

Sun Valley Distribution Inc.  Trade                      $56,619

Delta Marketing, Inc.         Trade                      $45,270

Encore                        Trade debt                 $30,627

NCA Architecture              Trade debt                 $27,798

Neon Express                  Trade debt                 $24,913

Colormark                     Trade debt                 $24,504

Clear Channel Outdoor         Trade debt                 $15,960

Ecolab Pest Elimination       Trade debt                 $14,281

Holiday Inn Ocotillo          Trade debt                 $13,881

Greenville Antiques           Trade debt                 $13,776

Smith Engineering             Trade debt                 $12,817

Unifirst Corporation          Trade debt                 $12,192

Holiday Inn Express Chandler  Trade debt                 $10,970

Martinez Brothers             Trade debt                 $10,400
Landscaping


SMITHFIELD FOODS: S&P Places BB+ Rating on Negative Watch
---------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and other ratings for Smithfield Foods Inc. on
CreditWatch with negative implications.

Smithfield, Virginia-based Smithfield Foods has approximately
$1.7 billion of rated debt outstanding.

The CreditWatch placement follows the announcement that Groupe
Smithfield S.L., the company's 50/50 joint venture with Oaktree
Capital Management LLC (which acquired Sara Lee Corp.'s European
meats business for $575 million), was temporarily operating under
a 90-day EUR328,977,325 unsecured credit facility (about $421
million) that is guaranteed by Smithfield Foods.  Groupe
Smithfield expects to replace this interim financing with a
standalone, nonrecourse permanent financing credit facility in the
next 60 days.

"If such nonrecourse financing should occur, we would likely
affirm our ratings on Smithfield Foods and remove them from
CreditWatch," said Standard & Poor's credit analyst Jayne Ross.
"However, if Groupe Smithfield does not obtain permanent
nonrecourse financing, or if there is any type of guarantee from
Smithfield Foods, we would review the ratings for a possible
downgrade.  We will continue to monitor the situation."


TANGER FACTORY: Unit Prices $130 Mil. Exchangeable Notes Offering
-----------------------------------------------------------------
Tanger Properties Limited Partnership, the subsidiary of Tanger
Factory Outlet Centers, Inc., priced its offering of exchangeable
senior notes due 2026.

TPLP is selling $130 million aggregate principal amount of the
notes with a coupon of 3.75%.  The notes will be exchangeable into
Tanger Factory Outlet Centers, Inc. common shares at an initial
exchange ratio, subject to adjustment, of 27.6856 shares per
$1,000 principal amount of notes (or an initial exchange price of
$36.1198 per common share).  Up to an additional $19.5 million
principal amount of notes may be issued pursuant to the
underwriters' 30 day over-allotment option.  The offering is
expected to close on Aug. 16, 2006.

The notes will be senior unsecured obligations of TPLP and will be
guaranteed by Tanger Factory Outlet Centers, Inc. on a senior
unsecured basis.  TPLP intends to use the net proceeds from the
offering to repay certain mortgage debt outstanding including
associated prepayment charges, unsecured revolving lines of credit
and other variable rate debt.  Any remaining proceeds will be used
to make investments in additional properties or development of
existing properties and for general corporate purposes.

The notes may be exchanged at the option of holders at any time on
or after Aug. 18, 2011, and prior thereto only upon the occurrence
of specified events.  Upon exchange, TPLP will pay cash in an
amount equal to the lesser of the exchange value and the aggregate
principal amount of the notes to be exchanged, and, at the option
of Tanger Factory Outlet Centers, Inc., company common shares,
cash, or a combination thereof for any excess, at the applicable
exchange rate.

The notes will be redeemable at par at the option of TPLP on or
after Aug. 18, 2011, and noteholders may require TPLP to
repurchase the notes on Aug. 18, 2011, Aug. 15, 2016, or Aug. 15,
2021 at par plus any accrued and unpaid interest up to, but
excluding, the repurchase date.

Citigroup Global Markets Inc. and Banc of America Securities LLC
are acting as joint bookrunning managers.

Headquarteres in Greensboro, North Carolina, Tanger Factory Outlet
Centers, Inc. (NYSE: SKT) -- http://www.tangeroutlet.com/-- is a  
fully integrated, self-administered and self-managed publicly
traded REIT.  The Company presently owns 29 centers in 21 states
coast to coast, totaling 8 million square feet of gross leasable
area.  Tanger also manages for a fee and owns a 50% interest in
one center containing 402,000 square feet and manages for a fee
three centers totaling 293,000 square feet.  

                           *     *     *

Moody's Investors Service assigned a Ba1 rating on Tanger
Factory's Preferred Stock in June 2005.


TENET HEALTHCARE: Posts $398 Million Net Loss in 2006 Second Qtr.
-----------------------------------------------------------------
Tenet Healthcare Corporation reported a net loss of $398 million
for its second quarter ended June 30, 2006.  This compares to a
net loss of $33 million in the second quarter of 2005.  The net
loss for the second quarter of 2006 includes a loss from
continuing operations of $447 million compared to a loss of $9
million in the second quarter of 2005.

The loss from continuing operations in the second quarter of 2006
included litigation and investigation costs of $0.98 per share.   
Income from discontinued operations in the second quarter of 2006
was $49 million compared to a loss of $24 million in the second
quarter of 2005.

"Strong pricing and cost control more than offset continued
weakness in admissions and increases in bad debt during the second
quarter, which enabled us to exceed our expectations for the
quarter," said Trevor Fetter, Tenet's president and chief
executive officer.  "We also succeeded in the second quarter in
settling the most significant of the major legal issues facing the
Company, and, most importantly, we continued to make progress and
receive recognition for further improvements in clinical quality
and service.  We believe the Company is now well positioned to
grow."

                    Continuing Operations

The loss from continuing operations for the second quarter of 2006
was $447 million including these items:

   (1) litigation and investigation costs of $728 million
       pre-tax, $460 million after-tax before the impact of
       the valuation allowance including a pre-tax charge of
       $711 million for a settlement with the Department of
       Justice;

   (2) impairment and restructuring charges, net of insurance
       recoveries, of $27 million pre-tax, $27 million after-tax
       before the impact of the valuation allowance;

   (3) hurricane insurance recoveries, net of costs of
       $13 million pre-tax, $8 million after-tax before the
       impact of the valuation allowance;

   (4) favorable net adjustments for prior year cost reports and
       prior year cost report valuation allowances, primarily
       related to Medicare and Medicaid, of $4 million pre-tax,
       $3 million after-tax before the impact of the valuation
       allowance;

   (5) an unfavorable, non-cash adjustment to increase the
       company's total valuation allowance for deferred tax
       assets related to continuing operations of $2 million;
       and

   (6) a favorable non-cash adjustment to reduce tax exposure
       reserves of $7 million.

In addition, the Company incurred stock compensation expense,
included in salaries, wages and benefits, of $11 million pre-tax,
$7 million after-tax in the second quarter of 2006 as compared to
$13 million pre-tax, $8 million after-tax in the second quarter of
2005.

Adjusted EBITDA in the second quarter of 2006 was $209 million
producing a margin of 9.5 percent an increase of $56 million from
adjusted EBITDA of $153 million in the second quarter of 2005, and
an increase of 240 basis points from the adjusted EBITDA margin of
7.1 percent in the second quarter of 2005.  A reconciliation of
adjusted EBITDA to net loss is set forth
at the end of this release.

                    About Tenet Healthcare

Based in Dallas, Texas Tenet Healthcare Corporation (NYSE: THC)
-- http://www.tenethealth.com/-- through its subsidiaries, owns
and operates acute care hospitals and related health care
services.  Tenet's hospitals aim to provide the best possible
care to every patient who comes through their doors, with a clear
focus on quality and service.

                          *     *     *

As reported in the Troubled Company Reporter on July 4, 2006,
In light of the announcement of the settlement of investigations
being conducted by the Department of Justice and a number of State
Attorneys into Medicare outlier payments, Fitch Ratings affirmed
'B-' issuer default rating and 'B-/RR4' senior unsecured debt
recovery rating for Tenet Healthcare Corp., with a Negative Rating
Outlook.


THE PANTRY: Earns $20.3 Million in Third Quarter Ended June 29
--------------------------------------------------------------
For the third fiscal quarter ended June 29, 2006, The Pantry Inc.
reported net income of $20.3 million, a 22.2% increase compared to
$16.6 million a year ago.

The Company's total revenues for the quarter were approximately
$1.6 billion, up 41.0% from the corresponding period last year.

Commenting on the results, Peter J. Sodini, the Company's chairman
and chief executive officer, said, "These record results reflect
our continued solid execution of the basics at the store level,
the impact of successful acquisitions over the past year, and a
favorable industry environment in the gasoline business.  We are
particularly pleased with the strong 5.8% increase in comparable
store merchandise sales and the 17.3% increase in overall
merchandise gross profits.  Our results continue to benefit from
the rebranding of most of our stores under the Kangaroo
Express(SM) banner over the last few years, the ongoing fine-
tuning of our merchandise offerings to meet consumers' convenience
needs, and our focus on higher-margin opportunities in food
service and private label products."

                     Nine Months 2006 Results

For the first nine months of fiscal 2006, the Company's
net income was $62.5 million, compared with $32.4 million in the
corresponding period last year.

EBITDA for the first nine months of fiscal 2006 was $204.1
million, up 44.6% from a year ago.

                         About The Pantry

Headquartered in Sanford, North Carolina, The Pantry, Inc.
operates convenience store chains in the southeastern United
States.  As of June 29, 2006, the Company operated 1,499 stores in
eleven states under select banners including Kangaroo Express(SM),
its primary operating banner.  

                          *     *     *

In May 2006, Standard & Poor's Ratings Services raised its
corporate credit rating on The Pantry Inc. to 'BB-' from 'B+'.
At the same time, the bank loan rating was raised to 'BB' from
'BB-', with the recovery rating unchanged at '1', indicating
expectations for full recovery of principal in the event of a
default.  The subordinated debt rating was also raised to 'B' from
'B-'.  The outlook was stable.


THERMADYNE HOLDINGS: Posts $31 Mil. Net Loss in Year Ended Dec. 31
------------------------------------------------------------------
For the year ended Dec. 31, 2005, Thermadyne Holdings Corporation
reported net loss of $31,361,000 from net sales of $468,616,000.

At Dec. 31, 2005, the Company has total assets of $576,468,000,
total liabilities of $4452,515,000 and total shareholders' equity  
of $123,953,000.

A full-text copy of the Company's financial report for the year
ended Dec. 31, 2005 is available for free at:

               http://researcharchives.com/t/s?f56

                        About Thermadyne

Based in St. Louis, Missouri, Thermadyne Holdings Corporation
(Pink Sheets: THMD) -- http://www.Thermadyne.com/-- markets  
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.

                          *     *     *

Moody's Investors Service downgraded Thermadyne Holdings Corp.'s
corporate family rating from B2 to Caa1 as well as the Company's
rating on its $175 million 9.25% senior subordinated notes due
2014 to Caa2 from Caa1.  The outlook was changed to negative.  
Moody's did not rate Thermadyne's senior secured debt.

Standard & Poor's Ratings Services also lowered its ratings on
Thermadyne Holdings Corp., including its corporate credit rating
to 'CCC' from 'B-'.  The outlook on the St. Louis, Missouri-based
welding products manufacturer remains negative.


U.S. STEEL: Earns $404 Million in Second Quater of 2006
-------------------------------------------------------
United States Steel Corporation reported a net income of
$404 million, second quarter 2006, compared to first quarter 2006
net income of $256 million and second quarter 2005 net income of
$249 million

"Solid demand in our key end markets, outstanding operating
performance, strong shipments and firming prices, particularly in
spot markets, resulted in an excellent second quarter with
earnings significantly higher than both the previous quarter and
the same quarter last year," Commenting on results, U. S. Steel
Chairman and CEO John P. Surma said.  "We operated at high rates
of production capability in the U.S. and Europe, reflecting an
outstanding performance by our people and the benefits of our
recent capital programs."

The company reported second quarter 2006 income from operations of
$514 million, compared with income from operations of
$369 million in the first quarter of 2006 and $421 million
in the second quarter of 2005.

The income tax provision in the second quarter of 2006 included
a favorable adjustment of $15 million, or 12 cents per diluted
share, related to the 2005 estimated tax accrual.

During the second quarter of 2006, our 7% Series B Mandatory
Convertible Preferred Shares automatically converted into common
stock, increasing our common stock outstanding by approximately 16
million shares.  The Company repurchased 1.9 million shares of
common stock for $117 million during the second quarter, bringing
the total shares repurchased to 7.7 million for $371 million since
our repurchase program was authorized in July 2005.

           Reportable Segments and Other Businesses

Management believes segment income from operations is a
key measure in evaluating company performance. U. S. Steel's
reportable segments and Other Businesses reported segment income
from operations of $579 million in the second quarter of 2006,
compared with $429 million in the first quarter of 2006 and
$495 million in the second quarter of 2005.

The increase in second quarter 2006 Flat-rolled income from
operations compared to the first quarter mainly resulted from
higher average realized prices and shipment volumes.  Costs
remained in line with first quarter levels as lower energy and
outage costs were offset by higher raw material and profit-based
costs.  The improvement in European operating results was due
primarily to higher prices and record shipments.  Tubular
operating results remained strong, but declined as expected from
the first quarter due to scheduled maintenance outages, which were
completed as planned.

                           Outlook

"We expect continued strong operating results for our three
reportable segments in the third quarter of 2006," Commenting on
U. S. Steel's outlook, Surma said.  "Healthy steel consumption
levels are expected during the quarter along with further
increases in flat-rolled prices in the U.S. and
in Europe."

For Flat-rolled, the Company expects increased third quarter 2006
average realized prices, partially offset by increased costs for
raw materials and outages, and shipments are expected to be
comparable to second quarter levels.

Third quarter average realized prices are also expected to improve
for U. S. Steel Europe, partially offset by higher costs,
primarily for raw materials.  Shipments are expected to remain at
second quarter levels.  In Serbia, the Company is currently
involved in discussions with our employees, unions and government
agencies regarding a workforce reduction plan that may be
initiated as early as the third quarter.

Shipments and average realized prices for the Tubular segment in
the third quarter of 2006 are expected to be in line with second
quarter levels, and costs are expected to improve due mainly to
lower outage costs.

                      About the Company

U.S. Steel (NYSE: X) -- http://www.ussteel.com/-- through its  
domestic operations, is engaged in the production, sale and
transportation of steel mill products, coke, and iron- bearing
taconite pellets; the management of mineral resources; real estate
development; and engineering and consulting services and, through
its European operations, which include U. S. Steel Kosice, located
in Slovakia, and U. S. Steel Balkan located in Serbia, in the
production and sale of steel mill products.  Certain business
activities are conducted through joint ventures and partially
owned companies.  United States Steel Corporation is a Delaware
corporation.

                        *     *     *

As reported on the Troubled Company Reporter on July 31, 2006,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Pittsburgh, Pennsylvania-
based United States Steel Corp. on CreditWatch with positive
implications.

As reported on the Troubled Company Repoter on March, 23, 2006,
Moody's Investors Service upgraded the ratings for United States
Steel Corporation, raising the company's corporate family rating
to Ba1 from Ba2.  In a related rating action, Moody's affirmed US
Steel's SGL-1 speculative grade liquidity rating.  The upgrade
reflects the company's significantly strengthened operating
margins and coverage ratios, its improved capital structure, and
its greater geographic diversification.  As a result, Moody's
views the company as better placed to cope with the inherent
cyclicality of its markets and the high operating leverage of
its asset base.  The rating outlook is stable.


UTILITY CRAFT: Creditors Meeting Scheduled for August 22
--------------------------------------------------------
A meeting of Utility Craft Inc.'s creditors is set at 10:00 a.m.,
on August 22, 2006, at the Creditors Meeting Room, First Floor,
101 South Edgeworth Street in Greensboro, 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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in 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.  
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.


VESTA INSURANCE: First Meeting of Creditors Slated for Sept. 12
---------------------------------------------------------------
The Bankruptcy Administrator for the District of Alabama will
convene a meeting of Vesta Insurance Group, Inc.'s and J. Gordon
Gaines' unsecured creditors at 1:30 p.m. on Sept. 12, 2006, at the
Robert S. Vance Federal Building, Room 127, at 1800 5th
Avenue in Birmingham, Alabama.

This is the first meeting of creditors required under Sec. 341(a)
of the Bankruptcy Code in all bankruptcy cases.

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

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).  
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  At Dec. 31, 2004,
Vesta Insurance's balance sheet showed $1,764,247,000 in total
assets and $1,810,022,000 in total liabilities resulting in a
$45,775,000 stockholders' deficit.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
215/945-7000, http://bankrupt.com/newsstand/).


VESTA INSURANCE: John Centineo Asks Tex. Dist. Court to Lift Stay
-----------------------------------------------------------------
John Centineo asks the Texas District Court to lift the stay to
allow him to proceed with production in order to determine if the
stay is applicable to a case pending in the 334th Judicial
District Court of Harris County, Texas.

Mr. Centineo is a defendant in a lawsuit filed by Romeo Montalvo
and Margaret Montalvo on June 17, 2003.  The Montalvos accused
Mr. Centineo of slander.  Mr. Centineo counter sued for breach of
contract.

The Montalvos initially disclosed that there is no insurance to
afford defense and indemnity for the cause of action filed by Mr.
Centineo.

On July 14, 2006, Judge McCally of the 334th Judicial District
Court was presented a Notice of Appointment of Rehabilitation and
Automatic Stay by counsel for the Montalvos.  Judge McCally
granted a stay of the entire case that involves 10 other parties
and did so without any motion for a stay being presented, Mr.
Centineo says.

According to Mr. Centineo, the Montalvos are misrepresenting true
facts to Judge McCally.  Mr. Centineo points out, among others,
that:

   -- the Montalvos have not presented any evidence demonstrating
      their insured-insurer relationship with Texas Select Lloyds
      Insurance;

   -- he has never filed a claim with Texas Select Lloyds
      Insurance; and

   -- the Montalvos have failed to produce evidence that reflects
      they have insurance coverage with Texas Select Lloyds
      Insurance that would respond to the issues before the 334th
      Judicial District Court.

Mr. Centineo relates that the Montalvos now have three pending
causes of action against them -- breach of contract, invasion of
privacy, and public disclosure of private facts.

Mr. Centineo notes that the Montalvos could be requesting
protection because of the injunction for something that they are
not afforded that protection because they do not have coverage
under their policy.  "If there is insurance coverage."

Mr. Centineo contends that he has been severely prejudiced by the
Montalvos' deceit.  "The Notice [of] Appointment of Rehabilitator
and Automatic Stay should have absolutely no meaning in the case
before Judge McCally until the Montalvos produce evidence to show
they are insured with Texas Select Lloyds Insurance and that
Texas Select Lloyds Insurance is affording defense and indemnity
for all causes of action filed against them by Mr. Centineo."

                       About Vesta Insurance

Headquartered in Birmingham, Alabama, Vesta Insurance Group, Inc.
(Other OTC: VTAI.PK) -- http://www.vesta.com/-- is a holding
company for a group of insurance companies that primarily offer
property insurance in targeted states.

Wyatt R. Haskell, Luther S. Pate, UV, and Costa Brava Partnership
III, L.P., filed an involuntary chapter 7 petition against the
Company on July 18, 2006 (Bankr. N.D. Ala. Case No. 06-02517).  
The case was converted to a voluntary chapter 11 case on Aug. 8,
2006 (Bankr. N.D. Ala. Case No. 06-02517).  Eric W. Anderson,
Esq., at Parker Hudson Rainer & Dobbs, LLP, represents the Debtor.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the petitioning creditors.  At Dec. 31, 2004,
Vesta Insurance's balance sheet showed $1,764,247,000 in total
assets and $1,810,022,000 in total liabilities resulting in a
$45,775,000 stockholders' deficit.

On Aug. 1, 2006, the District Court of Travis County, Texas
entered the Order appointing the Texas Commissioner of Insurance
as Liquidator of Vesta Insurance's Texas-domiciled subsidiaries:
Vesta Fire Insurance Corporation; The Shelby Insurance Company;
Shelby Casualty Insurance Corporation; Texas Select Lloyds
Insurance Company; and Select Insurance Services, Inc.  (Vesta
Bankruptcy News, Issue No. 1; Bankruptcy Creditors' Service, Inc.,
215/945-7000, http://bankrupt.com/newsstand/).


WARNACO GROUP: Financial Restatement Prompts S&P's Stable Outlook
-----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on The
Warnaco Group Inc.'s ratings to stable from positive.  At the same
time, the ratings on Warnaco were affirmed, including its 'BB-'
corporate credit rating.  Total debt outstanding at April 1, 2006,
was about $431 million.

"The outlook revision follows the company's announcement that it
will restate its financial statements for the fiscal year ended
December 2005 and the first quarter of 2006 ended April 1, 2006,
as a result of certain irregularities and errors related to its
accounting for returns and vendor allowances at its Chaps menswear
division," said Standard & Poor's credit analyst Susan H. Ding.

The financial impact of these restatements will not significantly
affect credit protection measures.  However, the company needs to
restate its financial statements due to accounting irregularities
and an error related to the company's SAP implementation in its
swimwear division.  These items will result in reported material
weaknesses for its financial statements.  In addition, Warnaco
needs to seek waivers for certain technical defaults under its
credit agreement.

The ratings on New York-based Warnaco reflect its participation in
a highly competitive and promotional retail environment, its
concentration in the slower-growing department store channel, and
its exposure to fashion risk in some of its business segments.  
The ratings also incorporate the operating risk associated with
reinvigorating the company's various product offerings and the
integration risk related to the company's acquisition of the
Calvin Klein businesses in Europe and Asia.  Furthermore, the
ratings reflect Warnaco's positive operating momentum and its
well-recognized brand names.

Warnaco manufactures and markets men's and women's intimate
apparel, underwear, and sportswear (including jeans, khakis, and
swimwear).  Products are sold under owned and licensed names such
as Olga, Warner's, Anne Cole, Ocean Pacific, Speedo, Chaps, and
Calvin Klein, among others.  Some of Warnaco's core products are
characterized by relatively stable demand.

S&P expects Warnaco to maintain credit measures that are stronger
than the medians for the current rating, given the company's
business challenges.  Still, if the company can improve and
sustain financial results in the intermediate term, including
reducing debt leverage, the outlook may be revised back to
positive.  However, if the company is not able to sustain its
operating momentum and engages in share repurchases or additional
acquisitions, or if the company faces integration problems, or if
further restatements or adjustments are found upon the completion
of the internal accounting investigation, the ratings and outlook
would be reviewed.


WEIGHT WATCHERS: Moody's Rates $850 Million Sr. Sec. Loan at Ba1
----------------------------------------------------------------
Moody's Investors Service assigned a Ba1 rating to the
$850 million senior secured credit facility of Weight Watchers
International, Inc. and affirmed the Ba1 Corporate Family Rating.   
The ratings outlook remains stable.

The $850 million credit facility consists of a $350 million term
loan A and a $500 million revolving credit facility.  Proceeds
from the term loan A and $127 million of revolver borrowings were
used to repay borrowings under Weight Watchers' previous credit
facility.

The Ba1 corporate family and credit facility ratings benefit from
strong credit metrics, impressive operating margins, a leading
market position and growing obesity rates worldwide.  The ratings
are primarily constrained by uncertainty related to the firm's
target capital structure and expected financial policies, lack of
product diversification and threats from competitive products.

Moody's took these rating actions:

   * Assigned Ba1 rating to the $500 million senior secured
     revolving credit facility due 2011

   * Assigned Ba1 rating to the $350 million senior secured term
     loan facility due 2011

   * Withdrew $350 million secured revolving credit facility due
     2009, rated Ba1

   * Withdrew $294 million senior secured term loan B due 2010,    
     rated Ba1

   * Affirmed the Ba1 Corporate Family Rating

The stable ratings outlook anticipates moderate revenue growth and
stable operating margins.  Cash flows from operation are expected
to be utilized primarily to fund dividends, share repurchases,
required debt amortization and franchisee acquisitions.

The rating outlook could be changed to positive if Moody's
believes that Weight Watchers':

   (1) is committed to maintaining a capital structure consistent
       with an investment grade profile and

   (2) can maintain or grow its business despite threats from
       competitive products such as new diet plans and weight
       loss drugs.

Moody's notes that Weight Watchers implemented a $70 million
annual dividend in 2006 and has aggressively repurchased company
common stock over the last two years.

The most likely trigger for a ratings downgrade is a significant
increase in leverage due to a recapitalization or repurchase of a
significant block of shares held by Artal Luxemborg.  A moderate
weakening in financial performance would probably not create
downward pressure on the ratings due to company's strong credit
metrics and cash flow generation.  Over the longer term, the
outlook or ratings could come under pressure if attendance levels
and operating margins decline for an extended period of time and
result in a significant reduction in free cash flow.

Headquartered in Woodbury, New York, Weight Watchers is a leading
global provider of weight management services, operating in 30
countries through a network of company owned and franchised
operations.  Revenues for the year ended December 31, 2005 were
about $1.2 billion.


WENDY'S INT'L: Posts $29 Million Net Loss in 2nd Quarter of 2006
----------------------------------------------------------------
Wendy's International Inc. reported net loss of $29.1 million
from total revenues of $1.0 billion for the second quarter of
2006.

The Company's net loss for the quarter compares with the second
quarter 2005 net income of $70.8 million.

Commenting on the results, Kerrii Anderson, the Company's interim
chief executive officer and president, said, "[o]ur reported
second-quarter results for the overall company were lower than
expected, primarily due to factors unrelated to the performance of
our core Wendy's and Tim Hortons(R) businesses.  Excluding charges
and costs for our restructuring initiatives, our core Wendy's(R)
business is improving."

"During the second quarter Wendy's produced the strongest same-
store sales gains in the last seven quarters and food costs are
improving.  Wendy's July same-store sales trends are even stronger
and are running about 3.5%.  Our leadership team, operators and
franchisees are excited about the turnaround of our business, and
we are optimistic that our momentum will continue into the third
quarter.  We have a strong lineup of new and promotional products
in the pipeline," Mr. Anderson added.

Wendy's International Inc. -- http://www.wendys-invest.com/--  
is a restaurant operating and franchising company with more than
9,900 total restaurants and quality brands, including Wendy's Old
Fashioned Hamburgers(R) and Baja Fresh Mexican Grill.  The Company
also has investments in three additional quality brands - Tim
Hortons, Cafe Express and Pasta Pomodoro(R).

                          *     *     *

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Wendy's International Inc. to
'BB+' from 'BBB-'.  At the same time, the short-term rating was
lowered to 'B-1' from 'A-3'.  The outlook was negative.


WILLIAMS COMPANIES: Posts $76 Mil. Net Loss in 2nd Quarter 2006
---------------------------------------------------------------
For the three months ended June 30, 2006, The Williams Companies,
Inc. reported net loss of $76.0 million from total revenues  of
$2,715.1 million.

At June 30, 2006, the Company has total assets of $25,617.2
million, total liabilities of 19,734.9 million and total
stockholders' equity of $5,882.3 million.

A full-text copy of the Company's financial report for the quarter
ended June 30, 2006 is available for free at:     

               http://researcharchives.com/t/s?f37

Headquartered in Tulsa, Oklahoma, Williams Companies, Inc.
(NYSE:WMB) -- http://www.williams.com/-- through its   
subsidiaries, primarily finds, produces, gathers, processes and
transports natural gas.  The company also manages a wholesale
power business.  Williams' operations are concentrated in the
Pacific Northwest, Rocky Mountains, Gulf Coast, Southern
California and Eastern Seaboard.

                           *     *     *

As reported in the Troubled Company Reporter on June 9, 2006,
Moody's Investors Service upgraded The Williams Companies, Inc.'s
long-term debt ratings to Ba2, Corporate Family Rating to Ba2 from
Ba3 and senior unsecured debt to Ba2 from B1.  The outlook was
stable.


WINN-DIXIE: Wants to Assume 21 Employment-Related Contracts
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to allow them
to assume 21 prepetition employment-related contracts as of the
effective date of their proposed plan of reorganization.

The Debtors clarify that the assumption is conditioned on their
plan being declared effective.

To the extent that there has been a default under the Contracts,
the Debtors agree to pay cure amounts and provide adequate
assurance to the counterparties before assuming the Contracts.

The Debtors also ask the Court to fix the costs of assumption of
the Contracts at these cure amounts:

     Non-Debtor               Debtors'
    Counterparty            Cure Amount
    ------------            -----------
    Kwentoh, Emeka I.        $22,250
    Barton, Joel                   0
    Baxley, William R.             0
    Cavin, Margaret M.             0
    Chisholm, Paul M.              0
    Doss, Gary W.                  0
    Gore, Curtis M.                0
    Gue, George T. Jr.             0
    Hanley, Dennis                 0
    Matta, Mark                    0
    Mitchell, Mary                 0
    Moore, Dwight A. Jr.           0
    Opasinski, John                0
    Seeley, Jim                    0
    Sheehan, John                  0
    Strother, Justin D.            0
    Thatcher, James H.             0
    Timbrook, Stanley R. Jr.       0
    Tulko, Robert                  0
    Wong, Roy                      0
    Zahra, E. Ellis Jr.            0

Counterparties who dispute the proposed cure amounts must file
their objection with the Court before Aug. 17, 2006.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


WINN-DIXIE: Wants to Reject 98 Employment-Related Contracts
-----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to reject prepetition contracts of former and current employees,
effective immediately.

A list of the 48 Former Employee Contracts and 50 Current
Employee Contracts for rejection is available free of charge at
http://ResearchArchives.com/t/s?f86

The offer letters, retention agreements, and other contracts of
former employees are not necessary to the Debtors' ongoing
businesses, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, relates.

Mr. Baker clarifies that current employees who are counterparties
to Current Employee Contracts are not going to be terminated and
their employment status will not be affected.  Rather, the
rejection of their contracts is being sought as a necessary step
toward the Debtors' reorganization.

"Many of the contracts of current employees include provisions
that are inconsistent with rights granted under Court orders and
with the terms of the Plan of Reorganization.  It is solely to
avoid inconsistent obligations that the Debtors are seeking to
reject the Current Employee Contracts," Mr. Baker explains.

If the parties of the Contracts assert rejection damages, the
Debtors ask the Court to establish the rejection damages deadline
to be 30 days after the Court grants their request.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 48; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


WORLDCLASS PROCESSING: Confirmed Plan Bars Allegations Against CIT
------------------------------------------------------------------
The Hon. Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
Western District of Pennsylvania issued a memorandum opinion
explaining her findings of fact and conclusions of law after the
U.S. District Court for the Western District of Pennsylvania
remanded proceedings in connection with the Bankruptcy Court's
decision to dismiss WorldClass Processing, Inc.'s adversary
proceeding against CIT Lending Services Corporation and an
objection to the lender's proof of claim.  

In its 2003 lawsuit and claim objection, WorldClass alleged:

   * interference with business;

   * breach of duty of good faith and fair dealing;

   * breach of fiduciary duty;

   * fraudulent representations and negligent
     misrepresentations; and

   * inequitable conduct.

CIT, fka Newcourt Commercial Finance Corporation and AT&T
Commercial Finance Corporation, on behalf of the successor to AT&T
Capital Corporation and CIT Corporation, moved to dismiss the
amended complaint.

In her February 10, 2005 decision, Judge Fitzgerald dismissed:

   a) the lawsuit based on events occurring before and after
      Nov. 7, 1995, based on a prior state court order, and

   b) the Debtor's objection to CIT's proof of claim.

The Debtor appealed.  

The District Court remanded on the basis that the Bankruptcy Court
did not:

   a) "explicitly identify the standard of review or burdens
      applied to" the matter before the Court or

   b) set forth elements or law defining the causes of action or
      applicable preclusion principles.

                    Bankruptcy Court's Findings

The Debtor asserted that CIT received more payments during the
bankruptcy case than it was entitled to and it was undersecured
prepetition.  Judge Fitzgerald says that's not true.  CIT was not
undersecured and that was the basis for the chapter 11 Plan
provisions providing for full payment of CIT's claims and the
Financing Order dated Feb. 11, 1999.  Judge Fitzgerald says that
the doctrine of res judicata -- the Debtor's confirmed plan in
this case -- binds every entity that holds a claim or interest and
precludes parties from raising claims or issues that could or
should have been raised prior to confirmation.

Judge Fitzgerald rejected the Debtor's assertion of a preference
cause of action because under Rule 7001 of the Federal Rules of
Bankruptcy Procedure, a preference action must be commenced by an
adversary complaint.  Preference claims can't be raised and
addressed in a motion for summary judgment or a claim objection.

Moreover, the Parties' stipulation that CIT received no payments
from the Debtor within the 90-day prepetition period defeated the
Debtor's claim to avoid allegedly preferential prepetition
transfer.

The Debtor's contention that CIT was an insider due to its
ownership of the Debtor's stock, and thus was subject to the one-
year look-back period for preference avoidance claims was time
barred since no preference avoidance action was ever commenced and
the period to do so has long expired, Judge Fitzgerald says.

Furthermore, the Debtor argued that CIT was in control at all
relevant times, in the sense of operating the Debtor or dictating
its operations was barred by the Bankruptcy Court.  This argument
has been adjudicated against the Debtor in state-court litigation.  
Judge Fitzgerald applied the Rooker-Feldman doctrine, which
requires the Bankruptcy Court to give the same preclusive effect
to a state court ruling that another court of the state would
give.

Judge Fitzgerald observes that the Debtor has already argued its
breach of fiduciary duty and other allegations before the Hon.
Joseph M. James of the Court of Common Pleas, in Allegheny County,
Pennsylvania, Civil Division, and lost.  Judge Fitzgerald won't
revisit those claims.  

                     Bankruptcy Court's Ruling

In a decision published at 2006 WL 1997466, Judge Fitzgerald held
that:

   1) the confirmed plan had res judicata effect barring the
      Debtor's subsequent assertion that CIT was undersecured
      as of the Debtor's chapter 11 filing;

   2) the stipulation that CIT received no payments during
      preference period defeated the Debtor's preference avoidance
      claim;

   3) the Rooker-Feldman doctrine bars the Debtor's argument,
      in connection with claims for alleged preferential
      transfers and breach of fiduciary duty, that CIT was
      in control of the debtor; and

   4) the debtor failed to establish that CIT was overpaid.

Judge Fitzgerald explained that CIT's position and her conclusion
in her prior Memorandum Opinion are supported by the terms of the
Debtor's confirmed Plan.  Judge Fitzgerald cited that the
confirmed Plan provides that:

   * all of CIT's rights with respect to the financing order and
     its prepetition credit agreement and other agreements remain
     in effect; and

   * CIT must be paid in full before any payments are made to any
     other creditors.

In this litigation (Adv. Pro. No. 00-02672), David Bruce Salzman,
Esq., and Robert O. Lampl, Esq., at Campbell & Levine, LLC,
represented the Debtor, and George E. Yokitis, Esq., in
Pittsburgh, Pennsylvania, represented CIT.  

Headquartered in Ambridge, Pennsylvania, WorldClass Processing,
Inc., is a toll processor of hot rolled coils of carbon and
stainless sheet steel.  The Company filed for chapter 11
protection on Dec. 18, 1998 (Bankr. W.D. Penn. Case No. 98-29986).


* Sheppard Mullin Hires Daniel Yannuzzi as Member
-------------------------------------------------
Daniel N. Yannuzzi has joined the Del Mar Heights office of
Sheppard, Mullin, Richter & Hampton LLP.  Most recently with
Morrison & Foerster in San Diego, Mr. Yannuzzi joins as a member
of the Intellectual Property practice group.

Mr. Yannuzzi has experience in all areas of intellectual property
law with an emphasis in patent litigation, licensing and
transactional matters, and portfolio development.  He provides
counsel to clients in a wide range of high technology fields,
including computer architecture, electronic circuits, optics, data
coding, medical devices, business methods, semiconductor
processes, wireless communications, network technologies, computer
graphics and computer software.

"We are very pleased to welcome Dan to the Del Mar Heights
office," Guy Halgren, chairman of the firm, commented.  "He is an
excellent fit with the office's successful, fast-growing IP group
in Del Mar, which has expanded from one to ten attorneys in two
years."

"Dan is a great addition to the firm's IP group, which now
includes over forty attorneys," Gary Clark, chair of the firm's
Intellectual Property practice group, commented.  "He brings an
extensive background in technology-related IP, from both private
practice and in-house experience."

Mr. Yannuzzi is the latest addition to the firm's burgeoning San
Diego IP practice.  Last month, Michael Eisenberg joined the Del
Mar Heights office from Fulwider Patton in Los Angeles.  Also of
related note, IP partner Amar Thakur was recently named a "Top San
Diego County Attorney/IP Litigation" by The Daily Transcript.

Previously, Mr. Yannuzzi served as Vice President of Worldwide
Legal Affairs and Assistant Corporate Secretary to Skyworks
Solutions, Inc., and as Vice President and Chief Intellectual
Property Counsel for Conexant Systems, Inc.  Additionally, he has
served as primary outside patent counsel to numerous electronics,
software, telecommunications and medical device companies.  Mr.
Yannuzzi received a J.D. from University of Maryland School of Law
in 1993, a master's degree from Johns Hopkins University in 1986
and a bachelor's degree from the University of Delaware in 1982.

          About Sheppard, Mullin, Richter & Hampton LLP

Founded in 1927, Sheppard, Mullin, Richter & Hampton LLP --
http://www.sheppardmullin.com/-- is a full service AmLaw 100 firm  
with more than 480 attorneys in nine offices located throughout
California and in New York and Washington, D.C.  The firm's
California offices are located in Los Angeles, San Francisco,
Santa Barbara, Century City, Orange County, Del Mar Heights and
San Diego.  Sheppard Mullin provides legal expertise and counsel
to U.S. and international clients in a wide range of practice
areas, including Antitrust, Corporate and Securities;
Entertainment, Media and Communications; Finance and Bankruptcy;
Government Contracts; Intellectual Property; Labor and Employment;
Litigation; Real Estate/Land Use; Tax/Employee Benefits/Trusts &
Estates; and White Collar Defense.


* BOND PRICING: For the week of August 7 - August 11, 2006
----------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    55
Adelphia Comm.                        7.750%  01/15/09    58
Adelphia Comm.                        7.875%  05/01/09    58
Adelphia Comm.                        8.125%  07/15/03    44
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    55
Adelphia Comm.                        9.375%  11/15/09    60
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    55
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    61
Adelphia Comm.                       10.250%  11/01/06    57
Adelphia Comm.                       10.500%  07/15/04    59
Adelphia Comm.                       10.875%  10/01/10    58
Albertson's Inc                       6.520%  04/10/28    75
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    44
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    73
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    57
Armstrong World                       6.350%  08/15/03    68
Armstrong World                       6.500%  08/15/05    68
Armstrong World                       7.450%  05/15/29    68
Armstrong World                       9.000%  06/15/04    69
At Home Corp.                         0.525%  12/28/18     2
At Home Corp.                         4.750%  12/15/06     0
ATA Holdings                         12.125%  06/15/10     2
Autocam Corp.                        10.875%  06/15/14    61
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    10
BBN Corp                              6.000%  04/01/12     0
Big V Supermarkets                   11.000%  02/15/04     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    55
Calpine Corp                          4.000%  12/26/06    25
Calpine Corp                          4.750%  11/15/23    48
Calpine Corp                          6.000%  09/30/14    38
Calpine Corp                          7.625%  04/15/06    73
Calpine Corp                          7.750%  04/15/09    73
Calpine Corp                          7.750%  06/01/15    37
Calpine Corp                          7.875%  04/01/08    73
Calpine Corp                          8.500%  02/15/11    49
Calpine Corp                          8.625%  08/15/10    49
Calpine Corp                          8.750%  07/15/07    69
Calpine Corp                         10.500%  05/15/06    70
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    68
Charter Comm Hld                     11.125%  01/15/11    71
CIH                                   9.920%  04/01/14    63
CIH                                  10.000%  05/15/14    63
CIH                                  11.125%  01/15/14    66
Collins & Aikman                     10.750%  12/31/11    10
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.050%  12/01/27    71
Columbia/HCA                          7.500%  11/15/95    69
Comcast Corp                          2.000%  10/15/29    39
Cooper Standard                       8.375%  12/15/14    75
Cray Research                         6.125%  02/01/11    12
Curagen Corp                          4.000%  02/15/11    75
Dal-Dflt09/05                         9.000%  05/15/16    25
Dana Corp                             5.850%  01/15/15    74
Decode Genetics                       3.500%  04/15/11    72
Delco Remy Intl                       9.375%  04/15/12    60
Delco Remy Intl                      11.000%  05/01/09    63
Delphi Trust II                       6.197%  11/15/33    64
Delta Air Lines                       2.875%  02/18/24    25
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    22
Delta Air Lines                       7.900%  12/15/09    25
Delta Air Lines                       8.000%  06/03/23    25
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    25
Delta Air Lines                       8.540%  01/02/07    73
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    25
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.750%  05/15/21    27
Delta Air Lines                       9.875%  04/30/08    68
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    24
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    24
Delta Air Lines                      10.500%  04/30/16    69
Deutsche Bank NY                      8.500%  11/15/16    67
Dov Pharmaceutic                      2.500%  01/15/25    58
Dura Operating                        9.000%  05/01/09    25
Dura Operating                        9.000%  05/01/09    29
Eagle-Picher Inc                      9.750%  09/01/13    72
Encysive Pharmac                      2.500%  03/15/12    73
Epix Medical Inc.                     3.000%  06/15/24    70
Fedders North AM                      9.875%  03/01/14    70
Federal-Mogul Co.                     7.375%  01/15/06    55
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    30
Ford Motor Co                         6.500%  08/01/18    74
Ford Motor Co                         6.625%  02/15/28    73
Ford Motor Co                         7.125%  11/15/25    73
Ford Motor Co                         7.400%  11/01/46    72
Ford Motor Co                         7.500%  08/01/26    73
Ford Motor Co                         7.700%  05/15/97    69
Ford Motor Co                         7.750%  06/15/43    74
Ford Motor Cred                       6.150%  12/22/14    72
Ford Motor Cred                       6.200%  03/20/15    75
Ford Motor Cred                       6.550%  07/21/14    75
Gateway Inc.                          2.000%  12/31/11    73
GB Property Fndg                     11.000%  09/29/05    51
Graftech Intl                         1.625%  01/15/24    72
Gulf Mobile Ohio                      5.000%  12/01/56    73
HNG Internorth                        9.625%  03/15/06    36
Inland Fiber                          9.625%  11/15/07    60
Insight Health                        9.875%  11/01/11    49
Iridium LLC/CAP                      10.875%  07/15/05    27
Iridium LLC/CAP                      11.250%  07/15/05    26
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    25
Isolagen Inc.                         3.500%  11/01/24    74
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    49
Kaiser Aluminum                      10.875%  10/15/06    58
Kaiser Aluminum                      12.750%  02/01/03    12
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Kmart Corp                            8.540%  01/02/15    23
Kmart Funding                         8.800%  07/01/10    30
Liberty Media                         3.750%  02/15/30    58
Liberty Media                         4.000%  11/15/29    64
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    67
Merrill Lynch                        10.000%  08/15/12    72
MHS Holdings Co                      16.875%  09/22/04     0
Missouri Pac RR                       5.000%  01/01/45    75
Movie Gallery                        11.000%  05/01/12    70
MSX Int'l Inc.                       11.375%  01/15/08    66
Muzak LLC                             9.875%  03/15/09    55
New Orl Grt N RR                      5.000%  07/01/32    66
Northern Pacific RY                   3.000%  01/01/47    55
Northern Pacific RY                   3.000%  01/01/47    55
Northwest Airlines                    6.625%  05/15/23    45
Northwest Airlines                    7.248%  01/02/12    21
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    47
Northwest Airlines                    8.700%  03/15/07    47
Northwest Airlines                    8.875%  06/01/06    46
Northwest Airlines                    9.179%  04/01/10    22
Northwest Airlines                    9.875%  03/15/07    49
Northwest Airlines                   10.000%  02/01/09    48
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    69
NWA Trust                            11.300%  12/21/12    72
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    69
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    73
Owens Corning                         7.000%  03/15/09    59
Owens Corning                         7.500%  05/01/05    59
Owens Corning                         7.500%  08/01/18    58
Owens Corning                         7.700%  05/01/08    59
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    12
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Piedmont Aviat                       10.250%  01/15/49     1
Pixelworks Inc                        1.750%  05/15/24    70
Pliant Corp                          13.000%  06/01/10    43
Pliant Corp                          13.000%  06/01/10    45
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    50
Primus Telecom                        8.000%  01/15/14    61
Primus Telecom                       12.750%  10/15/09    73
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    32
Railworks Corp                       11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04    18
RJ Tower Corp.                       12.000%  06/01/13    53
Rotech Healthcare                     9.500%  04/01/12    64
Salton Inc                           12.250%  04/15/08    74
Startec Global                       12.000%  05/15/08     0
Tekni-Plex Inc.                      12.750%  06/15/10    70
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    70
Tribune Co                            2.000%  05/15/29    65
Triton Pcs Inc.                       8.750%  11/15/11    74
Triton Pcs Inc.                       9.375%  02/01/11    73
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      9.020%  04/19/12    58
United Air Lines                      9.350%  04/07/16    30
United Air Lines                      9.560%  10/19/18    58
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    25
US Leasing Intl                       6.000%  09/06/11    75
Venture Holdings                      9.500%  07/01/05     1
Venture Holdings                     11.000%  06/01/07     1
Vesta Insurance Group                 8.750%  07/15/25    15
Werner Holdings                      10.000%  11/15/07    28
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winsloew Furniture                   12.750%  08/15/07    26
Winstar Comm                         14.000%  10/15/05     0
World Access Inc.                    13.250%  01/15/08     4
Xerox Corp.                           0.570%  04/21/18    34
Ziff Davis Media                     12.000%  07/15/10    40

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

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 ***