TCR_Public/060815.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Tuesday, August 15, 2006, Vol. 10, No. 193

                             Headlines

ADELPHIA COMMS: Can Implement Post-Closing Incentive Program
ADELPHIA COMMS: Court OKs Local Franchising Settlement Procedures
ADVANCED VENDING: Case Summary & 20 Largest Unsecured Creditors
AFFILIATED COMPUTER: Fitch Initiates Coverage with Low-B Ratings
ALL CAPS: Case Summary & 4 Largest Unsecured Creditors

ALLIED HOLDINGS: Court Approves Assumption of BOA and GECC Leases
ANDREW CORP: 3rd Quarter 2006 Net Income Narrows to $7 Million
AMERICAN G.I.: Case Summary & Nine Largest Unsecured Creditors
ARAMARK CORPORATION: Board Declares Quarterly Cash Dividend
ASARCO LLC: 3 Parties Object Tax Refund Deposit in Escrow Account

ASARCO LLC: AMC Wants to Compel Decision on Tax Sharing Agreement
ASIA PREMIUM: March 31 Balance Sheet Upside-Down by $2.7 Million
ATARI INC: Posts $7.1MM Net Loss in 1st Fiscal Qtr. Ended June 30
ATLANTIC MUTUAL: A.M. Best Withdraws CCC Rating on $100 Mil. Note
B/E AEROSPACE: Acquires NY Fasteners for $68 Million in Cash

B/E AEROSPACE: S&P Rates Proposed $450 Million Secured Loan at BB+
BARBARA LOCKWOOD: Case Summary & 12 Largest Unsecured Creditors
BEACON CULTURAL: Case Summary & 12 Largest Unsecured Creditors
BERNARD MCCLELLAN: Case Summary & 20 Largest Unsecured Creditors
BIOENVELOP TECH: Defaults Under QSET's $1.7 Million Debentures

CA INC: To Cut 1,700 Jobs to Gain $200 Million Annualized Savings
CALHOUN CARPET: Case Summary & 20 Largest Unsecured Creditors
CALPINE CORP: Taps Watson Wyatt as Human Resource Consultant
CALPINE CORP: Wants Davis Wright to Handle Immigration Matters
CAMERA PLATFORMS: March 31 Balance Sheet Upside-Down by $2.2 Mil.

CATHOLIC CHURCH: Morning Star Opposes ACE Insurers Settlement Pact
CATHOLIC CHURCH: Kukuk Farms Balks at Spokane's I-90 Property Sale
CENTURYTEL INC: Earns $73.6 Million First Quarter 2006
CENTURY THEATRES: Sells Equity to Cinemark USA for $681 Million
CHARLES JACOBS: Case Summary & Four Largest Unsecured Creditors

CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $704.7 Mil.
CINEMARK INC: To Buy Century Theatres' Equity for $681 Million
COI MIDWEST: Files Schedules of Assets and Liabilities
COI MIDWEST: Taps Cushman & Wakefield as Real Estate Brokers
COLLINS & AIKMAN: Inks Settlement Pact with Magna and GECC

COLLINS & AIKMAN: ACT Wants $320,654 Claim Deemed Timely Filed
COMPLETE RETREATS: Club Ex-Members Want Refund Payment Secured
COMPLETE RETREATS: Panel Says DIP Loan is Low Risk & Oversecured
DALE JARRETT: March 31 Balance Sheet Upside-Down by $1 Million
DANA CORP: Court Gives Final Okay on Claims Trading Procedures

DANA CORPORATION: Wants to Assume Toyota Motor Tooling Agreements
DEATH ROW: Chapter 11 Trustee Taps Kaye Scholer as Bankr. Counsel
DELPHI CORP: Inks Fifth Amendment to $2 Billion DIP Credit Pact
ELINEAR INC: Has Until August 31 to Comply with Amex Listing Rule
ELLENSTEIN STORES: Case Summary & 20 Largest Unsecured Creditors

EMERSON TRAILERS: Case Summary & 20 Largest Unsecured Creditors
EMISPHERE TECH: March 31 Balance Sheet Upside-Down by $26 Million
ENTERGY NEW ORLEANS: Plan Filing Period Continued Until Sept. 18
ENTERGY NEW ORLEANS: Wants United National & Norco Pact Approved
FTD INC: Resolves False Claims Lawsuit Against Provide Commerce

GENTA INC: Incurs $9.8 Million Net Loss in First Quarter 2006
GREENPARK GROUP: Wants Gary Miura to Provide Tax-Related Services
HAGERMAN FARMS: Case Summary & Five Largest Unsecured Creditors
HART GALLERIES: Case Summary & 20 Largest Unsecured Creditors
HCA INC: Moody's Says Leveraged Buyout May Result in Downgrade

HEALTHSOUTH CORP: June 30 Balance Sheet Upside-Down by $2 Billion
HINES HORTICULTURE: Inks Amendment and Limited Waiver with Lender
IIRSA NORTE: S&P Rates $213 Million 8.75% Senior Notes at BB
IIRSA NORTE: Toll Road Concession Prompts Fitch's BB Rating
INTRAWEST CORP: Moody's Holds Low-B Ratings with Negative Outlook

INTRAWEST CORP: Fortress Merger Deal Cues S&P's Negative Watch
J.P. MORGAN: S&P Holds Low-B Ratings on Class F & G Certificates
KENTUCKY GOLD: Case Summary & 20 Largest Unsecured Creditors
KULLMAN INDUSTRIES: Disclosure Statement Hearing Set on Aug. 24
L-3 COMMUNICATIONS: Net Income Down by $69.6 Mil. in 2nd Quarter

LAIDLAW INT'L: Inks New $500MM Term Loan to Fund Self-Tender Offer
LB-UBS: Fitch Cuts Rating on $9.8 Million Class K Certs. to BB
LE GOURMET: Organizational Meeting Set at 2:00 p.m. Tomorrow
LEHMAN BROTHERS: Narrow Business Scope Cues Fitch's B Rating
LOOMIS COMMUNITIES: Good Financial Profile Cues S&P to Up Ratings

MAGUIRE PROPERTIES: Completes $485 Million Funding for Gas Company
MARCHFIRST INC: Oracle's Late-Filed Proof of Claim Won't be Paid
MARTY MCDANIEL: Case Summary & 19 Largest Unsecured Creditors
MARY POINTE: Case Summary & Two Largest Unsecured Creditors
MCKESSON CORP: Earns $184 Million in First Quarter Ended June 30

MID-SOUTH DOOR: Case Summary & 20 Largest Unsecured Creditors
MOVIE GALLERY: Hires Turnaround Experts Amidst Flagging Sales
N-STAR REAL: Fitch Holds BB Rating on $15 Million Class D Notes
NAPIER ENVIRONMENTAL: Lenders Waive July Interest Payments
NETRA SYSTEMS: Case Summary & 20 Largest Unsecured Creditors

NEWPARK RESOURCES: S&P Rates Proposed $150 Mil. Senior Loan at BB-
NOVELIS INC: Lenders Extend Waiver Period Until Sept. 18
OLD SOUTH: Case Summary & Five Largest Unsecured Creditors
OMNICARE INC: Reports $8.4 Mil. Net Income in Second Quarter 2006
ORTHOFIX INTERNATIONAL: Earns $12.7 Million in 2006 Second Quarter

PARMALAT USA: Objects to Sun Co. and NY Finance Dept. Claims
PARMALAT USA: Asks Court to Extend Claims Objection Deadline
PENN NATIONAL: To Amend Purchase Agreement With Mohegan Tribal
PENN TRAFFIC: Lenders Further Extend Financials Release Deadline
PHOTOWORKS INC: Employs Andrew Wood as President and CEO

PHOTOWORKS INC: June 30 Balance Sheet Upside-Down by $2.3 Million
PLAYTEX PRODUCTS: Reduced Leverage Cues S&P to Lift Rating to B+
QUANTA CAPITAL: Posts $42.9 Million Net Loss in 2nd Quarter
REAL ESTATE: Files for Bankruptcy; Hotel not in Danger of Closing
REAL ESTATE: Voluntary Chapter 11 Case Summary

REFCO INC: Chap. 11 Trustee Hires Conyers Dill as Bermuda Counsel
REFCO INC: Ch. 7 Trustee Has Until Sept. 12 to Decide on Contracts
RESOURCE REAL: Fitch Holds Low-B Ratings on $43.12 Mil. Notes
REVLON CONSUMER: Incurs $85.2 Million Net Loss in Second Quarter
RICHARD ROWELLA: Case Summary & 5 Largest Unsecured Creditors

RIVERSTONE NETWORKS: Court Approves Revised Disclosure Statement
ROSAMOND LAND: Case Summary & Largest Unsecured Creditor
ROTECH HEALTHCARE: Moody's Junks $300 Million Sr. Notes' Rating
SEA CONTAINERS: Restructuring Program Continues as Planned
SEA CONTAINERS: S&P Holds Negative Watch on Junk Rating

SAINT VINCENTS: Court Approves Sun Life Escrow Agreement Changes
SAINT VINCENTS: Court Approves Settlement Pact with Curevax
STARBOUND RE: S&P Lifts Rating on $91 Million Senior Bank Loan
STEVE'S SHOES: Court Sets Disclosure Statement Hearing on Sept. 11
SUFFIELD CLO: Fitch Affirms Low-B Ratings on $16.9 Million Notes

THE REYNOLDS: Moody's May Withdraw Ba1 Ratings on Merger Closing
TOP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
UTILITY CRAFT: Get Court Nod on Nexsen Pruet as Bankruptcy Counsel
WARD PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
WARNACO GROUP: To Restate Financial Statements for FY 2005 & 2006

WEST VIRGINIA CONSUMERS: Case Summary & 4 Unsecured Creditors
WESTERLY HOSPITAL: S&P Cuts Rating on Series 1994 Bonds to BB
WILLIAM LAUGHERY: Case Summary & 20 Largest Unsecured Creditors
WINN-DIXIE: Wants to Sell Seven Florida Stores & Equipment
WINN-DIXIE: Wants to Sell Harahan Warehouse Facility to Ackel

YUKOS OIL: Court to Decide on Bankruptcy Legitimacy on Aug. 23
YUKOS OIL: Appellate Court Reduces Tax Claims by $1.6 Billion

* Large Companies with Insolvent Balance Sheets

                             *********

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

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

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

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

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

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

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

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

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

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

The Court also authorized the ACOM Debtors to:

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

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

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

Specifically, the Existing Compensation Programs are:

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

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

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

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

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

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

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

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

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

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

               Closing and Post-Closing Compensation

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue No. 144; Bankruptcy Creditors'
Service, Inc., 215/945-7000, http://bankrupt.com/newsstand/)    


ADELPHIA COMMS: Court OKs Local Franchising Settlement Procedures
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed Adelphia Communications Corporation and its debtor-
affiliates to enter into settlement agreements with certain local
franchising authorities without further Court approval, and upon
notice to:

    -- the Official Committee of Unsecured Creditors,
    -- the Official Committee of Equity Security Holders, and
    -- the agents for the prepetition and postpetition lenders.

As previously reported, a number of local franchising authorities
objected to the ACOM Debtors' proposed assumption and assignment
of the franchise agreements to Time Warner NY Cable, LLC, and
Comcast Corporation -- the buyers of substantially all of the
Debtors' assets.

Roger Netzer, Esq., Willkie Farr & Gallagher LLP, in New York,
relates that many of the Objections have been resolved, but the
Debtors are still negotiating with a small number of the LFAs
regarding certain Objections that remain pending.

"The Debtors are working expeditiously to craft settlement
agreements with the remaining LFAs that will resolve the
Objections and allow the transfer of the Franchise Agreements to
the Buyers as of the Closing Date or shortly thereafter.
However, once [those] agreements have been finalized, rapid
approval of [those] compromises is imperative," Mr. Netzer says.

Mr. Netzer explains that expedited approval of the Settlement
Agreements is necessary because, absent approval of the
negotiated resolution of the LFAs' Objections, the Debtors may be
unable to transfer the Franchise Agreements to the Buyers on the
Closing Date or shortly thereafter.  If the Franchise Agreements
cannot be transferred in the very near future, the Debtors may be
forced to divert estate resources to:

    (a) attempt to continue to operate under those Franchise
        Agreements without sufficient personnel or equipment to do
        so; or

    (b) reject those Franchise Agreements and satisfy claims
        brought by the LFAs for damages related to the Debtors'
        inability to perform their obligations under the Franchise
        Agreements.

Accordingly, the Debtors propose to implement uniform guidelines
and procedures with respect to the approval of the Settlement
Agreements:

    (a) The ACOM Debtors will provide notice via fax or e-mail to:

        -- the Official Committee of Unsecured Creditors,

        -- the Official Committee of Equity Security Holders,

        -- the agents for the prepetition and postpetition
           lenders, and

        -- the Buyers,

        of the proposed settlement along with a copy of the
        Settlement Agreement in substantially final form.

    (b) If any Constituent objects to the proposed settlement
        within one business day of service of the Settlement
        Notice, the Debtors may either:

           (1) renegotiate the settlement and re-submit a revised
               Settlement Notice to the Constituents with the
               revised Settlement Agreement; or

           (2) file a motion pursuant to Rule 9019 of the Federal
               Rules of Bankruptcy Procedure with the Court
               seeking approval of the existing Settlement
               Agreement on no less than three days notice.

    (c) In the absence of an objection to a Settlement Notice
        within the timeframe, the ACOM Debtors will be deemed
        authorized to enter into the Settlement Agreement without
        prior Court approval.

    (d) Upon deemed approval of a Settlement Agreement, the ACOM
        Debtors will present to the Court for signature a proposed
        Order, authorizing the assumption and assignment to the
        Buyers of the Franchise Agreements that were addressed in
        the Settlement Agreement.  The Settlement Agreement will
        be annexed as an exhibit to the Assignment Order, and the
        Assignment Order will be filed under seal.

The ACOM Debtors propose that each Assignment Order remain
confidential, be filed under seal and be served on and made
available only to:

    (i) the United States Trustee for the Southern District of
        New York;

   (ii) the Constituents;

  (iii) counsel to the LFA that is a party to the Franchise
        Agreement addressed in the Assignment Order; and

   (iv) other parties as may be ordered by the Court, and will not
        be made available to the general public.

The terms of the Settlement Agreements will contain competitive
and proprietary information about the Franchise Agreements and
the Buyers' obligations on a going-forward basis.

"Disclosure of the terms of any Settlement Agreement may
adversely impact the ability of the LFAs and the Buyers to
negotiate favorable franchise agreements with third parties.
Furthermore, the Debtors continue to negotiate with certain LFAs
that have objected to the assumption and assignment of their
franchise agreements.  Disclosure of the terms of any Settlement
Agreement may detrimentally affect the course of such ongoing
negotiations," Mr. Netzer says.

Thus, the ACOM Debtors have agreed with the LFAs and the Buyers
to protect the confidential terms of the Settlement Agreements.
The Debtors seek the Court's authority to file those agreements
under seal and to provide for only limited disclosure of the
Settlement Agreements.

Absent approval of the settlement procedures, Mr. Netzer says,
the Debtors would be required to seek specific Court approval for
each individual resolution of an Objection.  Given the exigent
circumstances of the impending Closing Date, holding individual
hearings, filing individual pleadings, and sending notice of each
proposed settlement to every one of the numerous creditors and
interested parties entitled to receive notice in the Debtors'
cases would be an expensive, cumbersome, and highly inefficient
way to resolve the LFAs' Objections and effect the assumption and
assignment of the Franchise Agreements.

If the ACOM Debtors are authorized to settle the Objections their
way, Mr. Netzer relates, their estates will be spared the
expense, delay, and uncertainty, while preserving an oversight
function for key parties-in-interest.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.  
(Adelphia Bankruptcy News, Issue Nos. 143 & 144; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


ADVANCED VENDING: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Advanced Vending Systems, Inc.
        P.O. Box 987
        Ringgold, Georgia 30736

Bankruptcy Case No.: 06-12523

Type of Business: The Debtor operates snack food vending
                  machines.  See http://www.avsvend.com/

Chapter 11 Petition Date: August 7, 2006

Court: Eastern District of Tennessee (Chattanooga)

Judge: John C. Cook

Debtor's Counsel: Richard C Kennedy, Esq.
                  Kennedy, Koontz & Farinash
                  320 North Holtzclaw Avenue
                  Chattanooga, Tennessee 37404
                  Tel: (423) 622-4535

Estimated Assets: Less than $50,000

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Walter Champion                                      $791,666
   12811 Scenic Highway
   Lookout Mt., TN 37350

   Catoosa Enterprises, LLC                             $561,666
   c/o CBL & Assoc.
   Attn: John Foy
   2030 Hamilton Place Boulevard
   Chattanooga, TN 37421

   Vend Service                                         $442,927
   Department 3445
   P.O. Box 2153
   Birmingham, AL 35287-3445

   Chambliss, Bahner & Stophel, P.C.                    $106,061
   1000 Tallan Building
   Two Union Square
   Chattanooga, TN 37402

   William Brown and Carrie McCann                      $104,898
   4500 Orange Grove Road
   Hillsborough, NC 27278

   Tennessee Dept. of Revenue                            $80,283

   Miller & Martin LLP                                   $74,394

   American Express                                      $71,922

   Mayfield Dairy Farms, Inc.                            $71,194

   Commercial Collections                                $50,104

   AMF Bowling Centers                                   $41,777

   GE Commercial Finance                                 $31,988

   Regal - Citrus Park                                   $28,169

   BJ Wholesale Club                                     $27,334

   Chelsea GCA                                           $24,060

   Royal Pin Leisure Center                              $23,826

   The Leasing Department                                $20,305

   Florida Dept. of Revenue                              $20,229

   Georgia Dept. of Revenue                              $20,120

   Lassiter High School                                  $19,376


AFFILIATED COMPUTER: Fitch Initiates Coverage with Low-B Ratings
----------------------------------------------------------------
Fitch Ratings has initiated coverage on Affiliated Computer
Services, Inc., and assigned these ratings:

    -- Issuer default rating at 'BB';
    -- Senior secured revolving bank credit facility at 'BB';
    -- Senior secured term loan at 'BB';
    -- Senior notes at 'BB-';

The Rating Outlook is Negative.  Approximately $2.3 billion of
debt, including the bank revolving facility and term loan, is
affected by Fitch's action.

Rating concerns mainly center on:

    -- ACS's increasingly leveraged balance sheet and
       deteriorating credit protection measures due to debt-
       financed share repurchases;

    -- the company's acquisitive nature which could lead to
       further increases in total debt;

    -- limited organic revenue growth in the government segment;
       and

    -- services pricing pressures arising from increasing
       competition and global sourcing.

Fitch is also concerned about the company's decreased financial
flexibility and competitive position due to non-investment grade
credit ratings.

Positively, the ratings are supported by ACS's:

    * consistent although pressured free cash flow;

    * significant recurring revenue base from long-term
      outsourcing contracts;

    * strong commercial contract signings; and

    * favorable growth prospects for business process outsourcing,

which accounted for approximately 74% of ACS's total revenue in
fiscal year 2005.

The Negative Rating Outlook reflects:

    * an ongoing informal SEC investigation and grand jury
      subpoena issued by the U.S. Attorney for the Southern
      District of New York related to the company's timing of
      historical stock option grants;

    * pressured operating margins from two underperforming
      contracts that Fitch expects to weigh on profitability
      through fiscal 2007 ending June 30, 2007; and

    * the anticipated continuation of ACS's greater emphasis on
      shareholder-friendly initiatives that could result in
      additional debt-financed share buybacks via utilization of
      the company's $3 billion uncommitted accordion feature under
      the ACS's term loan facility.

Full utilization of the company's term loan accordion feature
would likely lead to negative rating actions.

Even though under the terms of the related indenture the company's
senior notes are equally and ratably secured with the senior
secured credit facilities, the 'BB-' $500 million of senior notes
incorporates the fact that secured credit facilities have the sole
rights to ACS's accounts receivable, which represented
approximately 22% of total assets and 48% of tangible assets as of
June 30, 2006.  The credit facility is secured by a first priority
perfected pledge of all notes owned by the borrowers and
guarantors, all capital stock of predominantly all domestic
subsidiaries and certain foreign subsidiaries of ACS, and a first
priority perfected security interest in all other assets owned by
ACS, including tangible and intangible assets.  As of June 30,
2006, covenants for the company's secured bank credit facility
include a bank-defined maximum consolidated senior leverage ratio
of 3 times (x) and maximum consolidated total leverage ratio of
4x.  The bank-defined interest coverage covenant is currently
4.5x.

For fiscal year 2006 ended June 30, 2006, Fitch estimates pro
forma leverage (total debt/operating EBITDA), increased to 1.7x
from 0.8x for fiscal 2005.  However, due to an approximate $500
million of debt-financed stock buybacks since June 30, 2006, along
with the company's announcement that its Board of Directors
authorized a second share repurchase program of up to $1 billion,
incremental to the $1 billion program announced June 12, 2006,
Fitch expects leverage to increase significantly.  Pro forma for
the completion of these two stock buybacks, Fitch estimates
leverage would be slightly above 3.0x with interest coverage below
4.5x.  Fitch believes credit protection measures could deteriorate
further if ACS uses the full term loan accordion feature to
support additional share repurchase programs, and this could lead
to negative rating actions.  In addition, due to higher debt
levels and increased interest expense, Fitch believes free cash
flow to total debt will remain pressured.  This metric was
approximately 13% for fiscal 2006 ending June 30, 2006, and Fitch
estimates it would be less than 3% pro forma for the completion of
the aforementioned $2 billion of stock repurchases.  Similarly,
total debt to cash flow from operations would decline to
approximately 20% from nearly 40%.

Total debt as of June 30, 2006, was approximately $1.6 billion,
consisting mostly of borrowings under the company's $1 billion
secured revolving credit facility expiring 2012, an $800 million
senior secured term loan due 2013, $250 million of senior notes
due June 2010, and $250 million of senior notes due June 2015.
ACS's near-term debt maturities are manageable with a very limited
amount of debt due in the next three fiscal years aside from $28
million in annual amortization associated with assumed pro forma
secured term loans of $2.8 billion.  The next material debt
obligation is $268 million in fiscal year 2010, consisting of
$250 million of senior notes and $18 million of term loan
amortization.

Fitch believes ACS's liquidity is adequate and was supported by
approximately $100 million of cash at June 30, 2006 and a
partially drawn $1 billion secured revolving credit facility
expiring 2012.  The credit facility also includes an uncommitted
accordion feature enabling ACS to increase it by up to
$750 million for general corporate purposes under certain
circumstances.  Fitch expects ACS will continue to utilize the
revolver over the near term to support further stock repurchases,
which the company will ultimately refinance by utilizing its term
loan accordion feature.  Liquidity is further supported by ACS's
consistent free cash flow that has averaged approximately
$290 million for the last three fiscal years ended June 30, 2006.
However, Fitch expects free cash flow will be pressured in the
near term, approximating $100 million to $150 million annually, to
support higher debt levels and necessary capital spending for new
contract signings.


ALL CAPS: Case Summary & 4 Largest Unsecured Creditors
------------------------------------------------------
Debtor: Samir Billan
        1623 Third Avenue, Apartment 17AB
        New York, New York 10128

Bankruptcy Case No.: 06-11878

Type of Business: The Debtor owns and manages Michelle's
                  Foodland Inc., a restaurant located
                  in New York.

Chapter 11 Petition Date: August 11, 2006

Court: Southern District of New York (Manhattan)

Debtor's Counsel: Nicholas Fitzgerald, Esq.
                  Fitzgerald & Associates
                  649 Newark Avenue
                  Jersey City, New Jersey 07306
                  Tel: (201) 435-7372

Total Assets: $2,051,770

Total Debts:  $1,885,939

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Verizon Yellow Pages          Personal guarantee        $114,000
f/m/a Bell Atlantic
Joel Stuttman, Esq.
303 Old Tarrytown Road
White Plains, NY 10603

El-Kam Realty Co.             Back rent for business     $50,000
Calabro & Associates
1412 Broadway
New York, NY 10018

Barry S. Schwartz             Counsel fees               $40,000
Attorney at Law
119 West 57th Street
New York, NY 10019

Gramercy Produce Inc.         Personal guarantee         $28,935
Mullooly, Jeffrey, Rooney &
Flynn, LLP
4 Bridge Street
Glen Cove, NY 11542


ALLIED HOLDINGS: Court Approves Assumption of BOA and GECC Leases
-----------------------------------------------------------------
The Honorable Coleman Ray Mullins of the U.S. Bankruptcy Court for
the Northern District of Georgia authorizes Allied Holdings, Inc.,
and its debtor-affiliates to assume the BancBoston Leasing, Inc.,
and General Electric Capital Corporation Master Leases, the BOA
and GECC Guaranties, and the BOA and GECC Supplements.

Allied Systems, Ltd. (L.P.) will remit the cure payments pursuant
to the lease documents to IBJTC Business Credit Corporation.

All amounts owed by Allied Systems to IBJTC under the Lease
Documents will constitute administrative expenses.

On June 30, 1998, BancBoston, predecessor to Banc of America
Leasing & Capital, LLC, entered into a master equipment lease
agreement with Allied Systems, Ltd. (L.P.).

In March 1999, BancBoston and Allied Systems entered into a lease
supplement -- the Fourth BOA supplement -- that was assigned to
IBJ Whitehall Business Credit Corporation, now known as IBJTC
Business Credit Corporation.

Under the BOA Master Lease, IBJ leased to Allied Systems certain
truck tractors and car haul trailers.

Subsequently, Allied Systems entered into another master lease
agreement with General Electric Capital Corporation on July 22,
1999.

Similarly, IBJ leased to Allied Systems certain truck tractors
and car haul trailers, under the GECC Master Lease.

GECC and Allied Systems entered into Lease Supplement No. 2 on
September 20, 1999, and Lease Supplement No. 3 on October 20,
1999.  The GECC Supplements were also assigned to IBJ.

Under separate Equipment Lease Guaranties for each of the BOA and
GECC Master Leases, Allied Holdings, Inc., agreed to be liable
for the payment and performance of all Allied Systems'
obligations to IBJ under the Master Leases.

                           TRAC Leases

Ezra H. Cohen, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, related that the BOA and GECC Master Leases, and the BOA
and GECC Supplements, create "TRAC" leases.  TRAC stands for
"terminal rental adjustment clause."

The BOA and GECC TRACs provide that if the equipment under the
Leases are returned to IBJ and sold, a one-time lump sum
adjustment will be due based on the amount of the Equipment's
sale proceeds.  The adjustment will be based on the amount by
which the sale proceeds are either greater or less than 25% of
the Acquisition Cost -- the TRAC Amount.  If the sale proceeds
are grater than the TRAC Amount, IBJ is obligated to pay the
overage to the Allied Systems.  However, if the sale proceeds are
less than the TRAC Amount, Allied Systems is obligated to pay the
deficiency to IBJ.

The BOA Supplement expired on March 31, 2006.  The Second GECC
Supplement will expire on October 1, 2006, while the Third GECC
Supplement will expire on November 1, 2006.

The Debtors wanted the Court to approve the amendment and
assumption of the BOA and GECC Master Leases, the BOA and GECC
Guaranties, and the BOA and GECC Supplements.

                  Amendment Must be Assumed

According to Mr. Cohen, the first amendment to "IBJ Specified
Lease Documents" with respect to the BOA and GECC Supplements set
forth the agreement among Allied Systems, Allied Holdings, and
IBJ as to the extension of the:

    -- the BOA Supplement, the BOA Guaranty and the BOA Master
       Lease; and

    -- the GECC Supplement, the GECC Guaranty and the GECC Master
       Lease.

Among other things, the terms and conditions of:

    (1) the BOA/IBJ Amendment's with respect to the BOA Supplement
        are:

        * Allied Systems will cure any rent defaults including
          those arising prepetition;

        * the term of the lease will be extended for one year;

        * during the BOA Extended Term, Allied Systems will pay
          monthly rent at the pre-expiry rate set forth in the BOA
          Supplement;

        * the Allied Systems' obligation to pay rent and any BOA
          TRAC Amount will be an administrative expense; and

        * the BOA TRAC Amount, which is also the amount of the
          purchase price, will be reduced by 90% of the rent paid
          during the BOA Extended Term.

    (2) the GECC/IBJ Amendment's with respect to the GECC
        Supplements are:

        * Allied Systems will cure any rent defaults including
          those arising prepetition for $475,829, consisting of:

          (a) the aggregate amount of accrued and unpaid Basic
              Rent owed under the IBJ Specified Lease Documents
              related to the GECC Lease Documents that was due and
              payable on August 1, 2005, which equals $61,910; and

          (b) the Casualty Loss Value of the Specified Damaged
              Equipment based on a Casualty Loss Value Payment
              Date as of November 1, 2005, which equals $41,918;

        * the term of the GECC Master Lease will be extended for
          one year;

        * during the GECC Extended Term, Allied Systems will pay
          monthly rent at the pre-expiry rate set forth in the
          GECC Supplements, specifically the rent will be:

          (a) in the case of the Second GECC Supplement, the
              amount of Basic Rent that accrues on and after
              October 1, 2006; and

          (b) in the case of the Third GECC Supplement, the amount
              of Basic Rent that accrues on and after November 1,
              2006;

        * Allied Systems' obligation to pay rent and any GECC TRAC
          Amount will be an administrative expense; and

        * the GECC TRAC Amount, which is also the amount of the
          purchase price, will be reduced by 90% of the rent paid
          during the GECC Extended Term.

The BOA/IBJ Amendment and the GECC/IBJ Amendment will allow
continued use of the BOA and GECC Equipment, which are used by
the Debtors to produce revenue, Mr. Cohen pointed out.

Mr. Cohen noted that the BOA and GECC Master Leases, the BOA and
GECC Supplements, and the BOA and GECC Guaranties are valuable to
the Debtors ongoing business operations.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide   
short-haul services for original equipment manufacturers and
provide logistical services.  The Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts.  (Allied Holdings Bankruptcy News, Issue No. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)  


ANDREW CORP: 3rd Quarter 2006 Net Income Narrows to $7 Million
--------------------------------------------------------------
For the third quarter ended June 30, 2006, Andrew Corporation
reported net income of $7 million, compared to net income of
$13 million in the same period last year.

The Company's total sales for the third quarter of 2006 increased
13% to $551 million from $487 million in the prior year quarter.

Commenting on the results, Ralph Faison, the Company's president
and chief executive officer, said, "[o]ur third quarter financial
results reflect positive operational improvement.  Our price
surcharges on cable products have now been implemented across all
customers in all geographic regions. Despite an unfavorable
product mix in Base Station Subsystems and approximately $3.0
million of filter product line transition costs, gross margin for
the company increased 150 basis points versus the prior quarter."

Mr. Faison continued, "[o]verall global demand trends have
continued to be positive for the wireless infrastructure industry
as demonstrated by record sales and orders for the company during
the third quarter.  We believe our industry-leading product
portfolio and globally diversified customer base provides the
company with a strategic ability to benefit from network upgrades
and expansions that are occurring in each major region around the
globe."

              Balance Sheet and Cash Flow Highlights

The Company's cash and cash equivalents at June 30, 2006, were
$116 million compared to $155 million at March 31, 2006 and $189
million at Sept. 30, 2005.

Accounts receivable were $539 million and days' sales outstanding  
were 85 days at June 30, 2006, compared to $478 million and 83
days at March 31, 2006 and $471 million and 76 days at Sept. 30,
2005.

Inventories were $391 million and inventory turns were 4.4x at
June 30, 2006, compared to $369 million and 4.1x at March 31, 2006
and $353 million and 4.6x at Sept. 30, 2005.  The acquisition of
Precision in April 2006 added approximately $17 million of
accounts receivable and $9 million of inventory.

Total debt outstanding and debt to capital were $302 million and
16.1% at June 30, 2006, compared to $313 million and 16.7% at
March 31, 2006 and $303 million and 16.3% at Sept. 30, 2005.

Cash flow from operations was $24.5 million for the third quarter,
compared to cash flow from operations of $13.4 million in the
prior quarter and cash flow from operations of $27.2 million in
the prior year quarter.  Capital expenditures were $17.7 million
for the third quarter, compared to $20.8 million in the prior
quarter and $16.2 million in the prior year quarter.

                          About Andrew

Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ:ANDW) -- http://www.andrew.com/-- designs, manufactures  
and delivers equipment and solutions for the global communications
infrastructure market.  The company serves operators and original
equipment manufacturers from facilities in 35 countries.

                          *     *     *

As reported in yesterday's Troubled Company Reporter, 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.


AMERICAN G.I.: Case Summary & Nine Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: American G.I. Forum of San Jose
        aka American GI Forum San Jose Chapter
        aka American G.I. Forum Of San Jose, A California Corp.
        765 Story Road Suite 150
        San Jose, California 95122

Bankruptcy Case No.: 06-51497

Type of Business: The Debtor is community based membership
                  enterprise dedicated to promoting education,
                  advancing cultural understanding and quality
                  of life for Mexican Americans.  See
                  http://www.sjgif.org/

Chapter 11 Petition Date: August 8, 2006

Court: Northern District of California (San Jose)

Judge: Marilyn Morgan

Debtor's Counsel: Sidney C. Flores, Esq.
                  Law Offices of Flores and Barrios
                  97 East St. James Street #102
                  San Jose, California 95112
                  Tel: (408) 292-3400

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 9 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
City of San Jose              Trade Debt              $2,082,224
200 East Santa Clara Street
San Jose, CA 95113

County of Santa Clara         Trade Debt              $2,041,113
70 West Hedding Street
San Jose, CA 95110

County of Santa Clara         Trade Debt                $750,000
Tax Collector
70 West Hedding Street
San Jose, CA 95110-1767

Heritage Bank                 Bank Loan                 $440,336
150 Almaden Boulevard
San Jose, CA 95113

City of San Jose              Trade Debt                $300,000
200 East Santa Clara Street
San Jose, CA 95113

Christina Dewstone            Trade Debt                 $59,400
917 El Lisa Drive #B
San Jose, CA 95123

Internal Revenue Service      Trade Debt                 $54,655
55 South Market Street
San Jose, CA 95110-1767

Flores & Barrios Law Firm     Trade Debt                 $45,000
97 East St. James Street
Suite 102
San Jose, CA 95112

PGE                           Trade Debt                  $4,652
P.O. Box 997300
Sacramento, CA 95112

Board of Equalization         Trade Debt                  $4,464
P.O. Box 942879
Sacramento, CA 94279-7072


ARAMARK CORPORATION: Board Declares Quarterly Cash Dividend
-----------------------------------------------------------
The Board of Directors of ARAMARK Corporation declared a quarterly
cash dividend of $0.07 per share on its Class A and Class B common
stock.  The dividend will be payable on September 8, 2006 to
ARAMARK shareholders of record at the close of business on August
18, 2006.

                    About ARAMARK Corporation

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

                        *     *     *

As reported on the Troubled Company Reporter on Aug. 10, 2006,
Fitch downgraded the Issuer Default Rating and senior unsecured
debt ratings for both ARAMARK Corporation and its wholly owned
subsidiary, Aramark Services, Inc., to 'BB-' from 'BBB'.  The
ratings remain on Rating Watch Negative.

At the same time, Standard & Poor's Ratings Services lowered its
ratings on ARAMARK Corp. and its subsidiary, Aramark Services
Inc., including its corporate credit rating to 'BB+' from 'BBB-'.


ASARCO LLC: 3 Parties Object Tax Refund Deposit in Escrow Account
-----------------------------------------------------------------
Americas Mining Corporation, Asarco Incorporated, and the Official
Committee of Unsecured Creditors for the Asbestos Subsidiary
Debtors filed responses to ASARCO LLC's motion to permit ASARCO,
the U.S. government and Wells Fargo Bank, National Association, as
escrow agent to enter into the Stipulation and the Escrow
Agreement and the deposit of the Tax Refund in the Escrow Account.

                            Responses

1. AMC and Asarco, Inc.

Americas Mining Corporation and Asarco Incorporated argue that
ASARCO LLC is not entitled to the Tax Refunds.

ASARCO has acknowledged that the Tax Refund is based on the
carryback of operating losses of Asarco NJ, a corporation that no
longer exists as a result of the merger between Asarco
Incorporated and ASARCO LLC in February 2005.

The recitals to the Setoff Agreement state that ASARCO succeeded
Asarco NJ's rights to the refund since it was the surviving
entity after the merger.  However, Brook Hamilton, Esq., at
Haynes and Boone LLP, in Houston, Texas, argues, the Setoff
Agreement completely ignores the fact that ASARCO is a limited
liability company that is a "disregarded entity" for federal
income tax purposes.

Pursuant to Treasury Regulation Section 301.7701-3(a), ASARCO
does not exist for federal income tax purposes as a separate
legal entity and thus, cannot possess tax attributes, Mr.
Hamilton contends.

It is ASARCO's immediate corporate parent Asarco Inc. that has
succeeded all the tax attributes of Asarco NJ, including its net
operating losses under the Internal Revenue Code, Mr. Hamilton
argues.

Accordingly, AMC and Asarco Inc. object to the Setoff Motion to
the extent that any finding is required from the Court with
respect to ASARCO's right to the Refund.

Mr. Hamilton clarifies that AMC and Asarco Inc. do not object to
the portion of the Setoff Motion that seeks to have the Refund
deposited into an escrow to cut off the accrual of statutory
interest, pending the Court's determination of which party is
entitled to receive it.

2. Asbestos Committee

The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors seeks to preserve its rights to assert an
interest in the $40,000,000 Tax Refund.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
APC, in Dallas, Texas, notes that the Escrow Agreement specifies
that "proceeds of the Claims for Refund deposited into the Escrow
Account shall not be issued or paid to any affiliate of ASARCO,
LLC."

The Asbestos Debtors are not party to the Lift Stay Motion and
the Escrow Agreement, and should not be bound by the Agreement,
Mr. Newton asserts.  The $40,000,000 Tax Refund is based on
carryback losses attributable to the Consolidated Group, of which
the Asbestos Debtors are members.  Therefore, the Asbestos
Debtors and their estates may have rights to or interests in the
$40,000,000 Tax Refund, Mr. Newton maintains.

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: AMC Wants to Compel Decision on Tax Sharing Agreement
-----------------------------------------------------------------
Americas Mining Corporation and Asarco, Inc., ask the U.S.
Bankruptcy Court for the Southern District of Texas in Corpus
Christi to compel ASARCO to immediately decide whether to assume
or reject a tax sharing agreement.

Americas Mining Corporation is the parent company of a
consolidated group of companies for United States federal income
tax purposes that includes all of the Debtors.

Asarco Inc. is ASARCO LLC's immediate parent and a member of the
AMC Consolidated Group.

When ASARCO LLC filed for bankruptcy, AMC, Asarco Inc. and ASARCO
were parties to a tax sharing agreement dated Jan. 22, 2004.  
Pursuant to the TSA, the Debtors are to be treated as if ASARCO
was the corporate parent of a separate consolidated tax group
comprised of ASARCO and its subsidiaries for tax accounting
purposes.

On the other hand, AMC and its subsidiaries, excluding the ASARCO
LLC Subgroup, are to be treated as a separate consolidated tax
group.

Since ASARCO is a limited liability company that is a
"disregarded entity" for federal income tax purposes, the TSA had
to deem ASARCO to be a corporation for purposes of computations,
as well as to provide to ASARCO the benefits of any favorable tax
attributes possessed by its corporate predecessor, Brook
Hamilton, Esq., at Haynes and Boone LLP, in Houston, Texas, tells
the Court.

The U.S. federal income tax law requires AMC to file tax returns
and to pay the federal income tax due on behalf of the entire AMC
Consolidated Group, including the ASARCO LLC Subgroup, Mr.
Hamilton relates.  ASARCO, in return, will pay to AMC any income
tax amount that the ASARCO LLC Subgroup would have incurred if it
had not been part of the AMC Consolidated Group.

Knowing that AMC will be required to make estimated tax payments
in September and December 2006 on account of the income of the
Asarco LLC Subgroup for the taxable year 2006 has profound
implications for AMC's tax planning, Mr. Hamilton contends.

AMC needs to reduce its potential tax liability so that it will
have enough cash to pay the AMC Consolidated Group's tax
liability, Mr. Hamilton says.  To evaluate properly any measures
to reduce AMC's tax liability, it needs to be certain as to
whether its rights to reimbursement under the TSA will be
respected.

Without the TSA, ASARCO would never receive the benefit of the
Tax Refund from the Internal Revenue Services, Mr. Hamilton
asserts.  "ASARCO's filing of the Escrow Agreement with the
Department of Agriculture and the Department of the Interior
makes it even more imperative for ASARCO to decide whether to
assume or reject the TSA immediately."

It would be patently inequitable for ASARCO to reap benefits
under the TSA and then escape its obligations under the TSA by
rejecting the TSA thereafter, Mr. Hamilton says.

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/).


ASIA PREMIUM: March 31 Balance Sheet Upside-Down by $2.7 Million
----------------------------------------------------------------
Asia Premium Television Group, Inc. has filed its financial report
for the year ended March 31, 2006 with the Securities and Exchange
Commission.

Asia Premium's balance sheet at March 31, 2006 showed a total
stockholders' deficit of $2,702,824 from total assets of
$16,179,000 and total liabilities of $18,881,824.

The Company's balance sheet also showed strained liquidity with
total current assets of $15,238,272 and total current liabilities
of $18,776,992.

For the year ended March 31, 2006, the Company reported $1,116,177
of net income from $61,793,864 of revenues.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?cf2

Asia Premium Television Group, Inc., provides marketing, brand
management, advertising, media planning, public relations and
direct marketing services to clients in the People's Republic of
China.  The Company's primary operating activities are Publishing
advertisements as agents for clients; Media consulting services;
and Advertising production.


ATARI INC: Posts $7.1MM Net Loss in 1st Fiscal Qtr. Ended June 30
-----------------------------------------------------------------
Atari, Inc., filed its first fiscal quarter financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 9, 2006.

The Company reported a $7.114 million net loss on $19.474 million
of net revenues for the first fiscal quarter ended June 30, 2006,
compared with a $32.817 million net loss on $23.877 million of net
revenues for the same period in 2005.

The Company said the net loss is the result of the lack of new
products released in the current quarter combined with soft sales
on its catalogue product.

At June 30, 2006, the Company's balance sheet showed
$143.670 million in total assets, $70.458 million in total
liabilities, and $73.212 million in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity with
$66.398 million in total current assets available to pay
$69.789 million in total current liabilities.

                    Need for Additional Funding

On May 31, 2006, the Company's credit facility with HSBC Business
Credit (USA) Inc. expired and no alternative method of short-term
financing has been established.  

Historically, the Company has relied on Infogrames Entertainment
S.A., the Company's majority stockholder, to provide limited
financial support; however, as IESA continues to address its own
financial condition, its ability to fund its subsidiaries'
operations, including Atari, remains limited.  Atari said there
can be no assurance that it will ultimately receive any funding
from IESA.

Atari is exploring various alternatives to improve its financial
position and secure other sources of financing.  Those
possibilities include a new credit facility, new arrangements to
license intellectual property, the sale of selected intellectual
property rights and sale of development studios.

To reduce working capital requirements and further conserve cash,
it needs to take additional actions in the near-term, which may
include further personnel reductions and suspension of certain
development projects.  These actions may or may not prove to be
consistent with the Company's long-term strategic objectives.

Since April 2006, the Company raised approximately $9 million
through sales of a certain intellectual property, and subsequent
to June 30, 2006, Atari sold the Driver intellectual property, as
well as certain assets of its wholly-owned studio, Reflections
Interactive Ltd., to a third party for approximately $24 million.  
However, these amounts are insufficient to fully address the
uncertainties of Atari's financial position.  The Company
continues to seek additional funding.

Full-text copies of the Company's first quarter financials are
available for free at http://ResearchArchives.com/t/s?f6e

                        Going Concern Doubt

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

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


ATLANTIC MUTUAL: A.M. Best Withdraws CCC Rating on $100 Mil. Note
-----------------------------------------------------------------
A.M. Best Co. has affirmed the financial strength rating of B-
(Fair) and the issuer credit ratings of "bb-"of the Atlantic
Mutual Companies and its property/casualty members.  A.M. Best has
also affirmed the debt rating of "ccc" of the $100 million 8.15%
30-year surplus notes issued by Atlantic Mutual Insurance Company
(both of New York).  The outlook for all ratings is negative.

Subsequently, A.M. Best has withdrawn all ratings and assigned a
rating of NR-4 (Company Request) in response to management's
request that Atlantic be removed from A.M. Best's interactive
rating process.

Theis debt rating has been affirmed and withdrawn:

Atlantic Mutual Insurance Company

    -- "ccc" on $100 million 8.15% 30-year surplus note, due 2028

The FSR of B- (Fair) and the ICRs of "bb-"have been affirmed and
withdrawn for the Atlantic Mutual Companies and its following
members:

    -- Atlantic Mutual Insurance Company
    -- Centennial Insurance Company

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


B/E AEROSPACE: Acquires NY Fasteners for $68 Million in Cash
-------------------------------------------------------------
B/E Aerospace, Inc., agreed to acquire New York Fasteners Corp.
for approximately $68 million in cash.  NYF, founded in 1956, had
revenues of approximately $56 million for its most recent fiscal
year ended June 30, 2006, and is a distributor of a wide variety
of aerospace fasteners and hardware primarily to the military
sector.

The acquisition, which will be funded with borrowings under B/E's
senior secured credit facility, is subject to customary closing
conditions and is expected to be completed in August 2006.

B/E plans to merge NYF's complementary hardware distribution and
vendor-managed inventory business with its own distribution
operations based in Miami, Florida.  The transaction is expected
to be modestly accretive to earnings per share in 2007 and
significantly accretive in 2008.  The integration of NYF with
B/E's distribution segment is expected to create procurement and
operational synergies and significantly expand B/E's overall
penetration into the military sector.  The combination of NYF's
vendor-managed inventory and third-party logistics capabilities
and strong military and defense customer relationships, coupled
with B/E's advanced automated stocking and retrieval systems is
expected to allow B/E to offer a significantly wider range of
products and services to a larger and broader customer base.

Over 70% of NYF's annual revenues are derived from military and
defense customers.  The acquisition of NYF, when considered
together with B/E's acquisition of aircraft oxygen supplier
Draeger Aerospace GmbH and other B/E products, including its
position on the Airbus A400M, is expected to bring B/E's total
sales to the military and defense market to over $100 million
annually and favorably position the company for cross-sell
opportunities in this sector.

"The NYF and Draeger acquisitions provide us with access to
important customers in the large and growing military market,"
commented Amin J. Khoury, Chairman and CEO of B/E Aerospace, Inc.  
"We intend to build upon these strong new customer relationships
and, over time, work with them to develop and supply a broader
range of products and solutions from across the company."

Shearman & Sterling LLP is outside legal counsel to B/E and
Houlihan Lokey Howard & Zukin's Aerospace Defense Government Group
acted as exclusive financial advisor to NYF.

                            About NYF

Headquartered in Paramus, New Jersey, New York Fasteners Corp. --
http://www.nyf.com/-- is a customer-driven, team-based  
distributor of assembly components.  Founded in 1956, the Company
distributes aerospace, military, telecommunications, and
industrial fasteners with quality requirements based on the
critical nature of applications.  NYF also offers value added
services, designed to reduce or eliminate customers' costs of
purchasing, receiving, inspecting, processing and managing
inventories.

                       About B/E Aerospace

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


B/E AEROSPACE: S&P Rates Proposed $450 Million Secured Loan at BB+
------------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit to 'BB' from  'BB-', on aerospace supplier
B/E Aerospace Inc.  The outlook is stable.

At the same time, Standard & Poor's assigned its 'BB+' bank loan
rating and '1' recovery rating, indicating high expectations of
full (100%) recovery of principal in the event of a payment
default, to the company's proposed $450 million secured bank
credit facility.

"The upgrade is based on a material improvement in the firm's
credit protection measures, aided by higher revenues, margin
expansion, and generally more favorable industry conditions," said
Standard & Poor's credit analyst Roman Szuper.  In 2006, debt to
EBITDA is expected to be 3x-3.5x and EBITDA interest coverage 4x-
4.5x. Further strengthening is likely in the intermediate term, as
the company benefits from record bookings and backlog, new
products, and operating leverage.  Pro forma for the new credit
facility and the recent $80 million acquisition of Draeger
Aerospace GmhH, a leading supplier of oxygen systems and
components for commercial and military aircraft, about
$550 million of debt would be outstanding.

The ratings on Wellington, Florida-based B/E Aerospace reflect
risks associated with the cyclical global airline industry, the
firm's primary customer base (approximately 85% of sales), and
potential for additional acquisitions.  This is offset by the
company's position as the largest manufacturer of aircraft cabin
interior products and sufficient liquidity.  The ratings also
acknowledge improving profitability and a stronger capital
structure following large equity issuances and debt repayment.

The commercial aerospace and airline sectors continued to recover
in 2006, reversing a sharp downturn after the Sept. 11, 2001,
attacks and other shocks to the aviation system, though current
airline profitability is affected by high fuel prices.  Improving
global air traffic, driven primarily by a healthier economy, is
aiding aftermarket demand for BE Aerospace's generally higher
margin, recurring retrofit, refurbishment, and spare parts (60%-
65% of revenues).  The bookings and backlog are primarily from
relatively stronger international airlines, as most U.S. carriers
are struggling and have postponed their fleet refurbishment plans.
Midterm forecasts of new airplane deliveries also show an upward
trend, which should lead to better prospects for the firm's
original equipment part of the business (35%-40%), enhanced by
market share gains.

B/E Aerospace's improving financial performance should support
moderate growth initiatives, including bolt-on acquisitions, with
credit protection measures remaining appropriate for the rating.  
A continued favorable market environment and further material
strengthening of the firm's financial profile could lead to an
outlook revision to positive from stable in the intermediate term.
The outlook revision to negative is less likely, but could be
driven by a large debt-financed acquisition or renewed problems in
the airline industry.


BARBARA LOCKWOOD: Case Summary & 12 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Barbara A. Lockwood
        2614 Dunford Way
        Erie, Pennsylvania 16509

Bankruptcy Case No.: 06-10941

Chapter 11 Petition Date: August 11, 2006

Court: Western District of Pennsylvania (Erie)

Debtor's Counsel: John C. Melaragno, Esq.
                  Melaragno & Placidi
                  502 West 7th Street,
                  Erie, Pennsylvania 16502
                  Tel: (814) 459-5557
                  Fax: (814) 459-6778

Total Assets: $327,240

Total Debts:  $2,737,603

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
DaimlerChrysler Services      Guarantor for           $2,269,704
27777 Inkster Road            Lockwood Auto Group
Oakland County
Farmington Hills, MI 48034

DaimlerChrysler Services      Loan for                  $176,638
27777 Inkster Road            Lockwood Auto Group
Oakland County
Farmington Hills, MI 48034

National City Bank            Promissory Note           $103,542
Managed Assets Dept.          Value of Security:
LOC017521                     $102,515
23000 Millcreek Boulevard
Highland Hills, OH 44122

MBNA                          Credit Card                $19,465

First Corp. (IFC)             Deficient Equipment        $16,767
                              Lease

Capital One Bank              Credit Card                $13,139

Bank of America               Credit Card                 $8,106

Discover                      Credit Card                 $2,225

University Hosp. of           Medical Bills                 $455
Cleveland

Revenue Group                 Collection for Univ.          $330
                              Hosp. Cleveland

Bureau of Compliance          State Sales                   $132
                              Tax Lien

Univ. Hospitals Faculty       Medical Bills                  $18
Services


BEACON CULTURAL: Case Summary & 12 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Beacon Cultural Foundation, Inc.
        211 Fishkill Avenue
        Beacon, New York 12508

Bankruptcy Case No.: 06-35798

Type of Business: The Beacon Cultural Foundation was founded in
                  2002 to stimulate cultural development in Beacon
                  and the Hudson River Valley and to create a
                  national model for new works program support,
                  creative community initiatives and leveraged
                  investment in the arts.

                  The Foundation acquired the 121,000 square foot
                  former Beacon High School to help build an
                  infrastructure for artists, and the people and
                  places that sustain their creative work. The
                  building, now called the Bulldog Studios,
                  provides working studio space for more than
                  50 visual artists, craftspeople, performers,
                  writers and others engaged in creative work.

                  The Foundation has also established dance
                  residencies for NYC-based David Dorfman Dance
                  Company, a community visual art residency with
                  artist/photographer Carrie Mae Weems, visual art
                  exhibitions of work by contemporary artists
                  including Robin Winters, Kazumi Tanaka and
                  Alison Moritsugu, and a series of artist slide
                  talks and conversations.  See
                  http://www.bulldogstudios.org/

Chapter 11 Petition Date: August 10, 2006

Court: Southern District of New York (Poughkeepsie)

Judge: Cecelia G. Morris

Debtor's Counsel: Thomas Genova, Esq.
                  Genova & Malin
                  Hampton Business Center
                  1136 Route 9
                  Wappingers Falls, NY 12590
                  Tel: (845) 298-1600
                  Fax: (845) 298-1265

Total Assets: $1,266,690

Total Debts:  $4,470,720

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Beacon City School District   Value of Collateral:    $4,250,000
10 Education Drive            $1,200,000
Beacon, NY 12508

Central Hudson                                           $72,442
244 South Avenue
Poughkeepsie, NY 12601

William S. Ehrlich                                       $14,000
18 East 22nd Street
New York, NY 10024

Vergillis, Stenger, Roberts                             $13,090
& Partners

Stacey Shurgin                                           $9,000

Abigail Watson                                           $1,575

Gellert & Klein, P.C.                                    $1,537

Landmark Building Services                               $1,318

Protemp Heating & Air                                    $1,070
Conditioning Inc.

MVP Health Care, Inc.                                      $918

Receivable Management Services                             $539

Fishkill Plate Glass Company                               $143


BERNARD MCCLELLAN: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Bernard J. McClellan
        Christina M. McClellan
        W13085 640th Avenue
        Prescott, Wisconsin 54021

Bankruptcy Case No.: 06-11888

Chapter 11 Petition Date: August 11, 2006

Court: Western District of Wisconsin (Eau Claire)

Debtors' Counsel: Mart W. Swenson
                  Laman & Swenson Law Offices
                  118 East Grand Avenue
                  P.O. Box 185
                  Eau Claire, Wisconsin 54702
                  Tel: (715) 835-7779
                  Fax: (715) 835-2573

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mortgage Electronic           W13085 640th Avenue       $595,843
Registration System           Prescott, WI
fka GMAC Mortgage             (homestead)
500 Enterprise Road, #150     Value of Security:
Horsham, PA 19044-0969        $500,000

BCBG Azria Group              MAC-K Construction        $125,000
2761 Fruitland Avenue         Inc. of WI
Los Angeles, CA 90058         Corporate debt -
                              Potential personal
                              liability

Wells Fargo BusinessLine      Purchases - credit         $47,673
P.O. Box 6426                 card
Carol Stream, IL 60197-6426   Construction Inc.
                              of WI
                              Corporate debt -
                              Potential personal
                              liability

Sherwin Williams Co.          Judgment                   $39,603
                              Pierce County
                              Case No. 03CV209

US Bank                       Purchases - credit         $36,700
                              card
                              Construction Inc.
                              of WI
                              Corporate debt -
                              Potential personal
                              liability

Washington County Bank        Personal Overdrafts        $22,471

Bank of America               Judgment of replevin       $20,049
                              Pierce County
                              Case No. 06CV068
                              (deficiency balance
                              due)

Simplicity Mfg./Ferris        Deficiency on              $16,635
Industries                    repossessed
                              equipment

MBNA America                  Purchases - credit         $15,393
                              card

BCBG Azria Group              MAC - East                 $15,000
                              Construction Inc.
                              Corporate debt -
                              Potential personal
                              Liability

US Bank                       Purchases - credit         $10,471
                              card

Hudson Hospital               Medical                    $10,437

S&C Bank                      Loan                       $10,000

Chase Auto Finance            2004 Subaru                 $8,729

General Motors Acceptance     Judgment of replevin        $8,315
                              Pierce County
                              (deficiency balance
                              due)

US Bank                       Purchases - credit          $5,729
                              card
                              MAC-K Construction
                              Inc. of WI
                              Corporate debt -
                              Potential personal
                              liability

Pierce County EDC             Loan                        $4,920

Continental Nitrogen &        Judgment                    $4,204
Resources                     St. Croix County
                              Case No. 06SC828

Morton Salt                   Purchases                   $3,589

Thomas B. Olson & Assoc. PA   Services                    $3,512
                              MAC-K Construction
                              Inc. of WI
                              Corporate debt -
                              Potential personal
                              Liability


BIOENVELOP TECH: Defaults Under QSET's $1.7 Million Debentures
--------------------------------------------------------------
BioEnvelop Technologies Corporation was served on Aug. 10, 2006,
with a notice of default from Quorum Secured Equity Trust under
the secured convertible debentures issued by the Corporation on
March 2, 2006, and May 11, 2006, in the principal amount of
$1.7 million.

QSET is an arm's length party to the Corporation.  Under the terms
of the Debentures, the Corporation must remedy the event of
default within 10 business days following reception of the notice
of default.  Unless the Corporation remedies the event of default,
QSET has informed the Corporation that it intends to realize on
its security.

There is no guarantee that the Corporation will be able to cure
this event of default, in which case the Corporation may be forced
to seek protection under the Companies' Creditors Arrangement Act
(Canada) or file for bankruptcy under the Bankruptcy and
Insolvency Act (Canada).

The Quorum Secured Equity Trust (formerly known Quorum P.I.P.E.
Trust) is an unincorporated, open ended, limited purpose trust
established under the laws of Ontario by a Trust Agreement and
will be governed by the Trust Agreement between the Trust and
Royal Trust Company (Trustee).  The registered office of the Trust
is at 150 King Street West, Suite 1505, Sun Life Tower, Toronto,
Ontario, M5H 1J9, Canada.

                        About Bioenvelop

Based in Quebec, Canada, BioEnvelop Technologies Corporation
(TSX-V: BIE) -- http://www.bioenvelop.com/-- develops,  
manufactures and markets Longevita(R) coating solution, a
biodegradable and edible protein-based coating treatment that
prolongs shelf life and inhibits humidity transfer in fresh and
frozen food products, Bari-Kad(TM), a gel or solid film aimed at
the agri-food market, and Miracle Glacage(TM), which addresses the
fruit coating and glaze market.


CA INC: To Cut 1,700 Jobs to Gain $200 Million Annualized Savings
-----------------------------------------------------------------
CA Inc. disclosed a fiscal year 2007 cost reduction and
restructuring plan designed to significantly improve the Company's
expense structure and increase its competitiveness.  The plan's
objectives include a workforce reduction of approximately 1,700
positions, including 300 positions associated with consolidated
joint ventures, and global facilities consolidations and other
cost reduction initiatives, which CA expects to deliver about
$200 million in annualized savings when completed in late fiscal
year 2008.

The Company expects to incur pre-tax restructuring charges of
$200 million associated with the workforce reductions and
facilities consolidations, with the majority of these charges to
be incurred over the next two quarters.  The Company also expects
to implement other programs over the remainder of its fiscal year
to further reduce costs throughout the organization including
tighter control of travel and a reduction in the use of
consultants.

The Company estimates that half of the workforce reductions will
take place in North America.

"CA's senior management is focused on making the Company's cost
structure competitive with that of its peers and aligning it with
CA's strategic market opportunities and initiatives," said Michael
Christenson, CA's chief operating officer.  "The initiative we
announced today reflects our ongoing commitment to improve the
efficiency of our operations, reduce our operating expenses,
improve our rate of return on invested capital and deliver a
stronger bottom-line performance."

                    FY 2007 Financial Results

Revenue for the first quarter of the fiscal year 2007 ended
June 30, 2006, was $956 million, an increase of 3% over the
$927 million reported in the similar period last year.  The
increase in revenue was primarily attributed to growth in
subscription and professional services revenue.

The Company recorded GAAP net income of $35 million for the first
quarter, compared to net income of $97 million in the prior year
comparable period.

"We continue to focus on building and integrating our solutions
portfolio to meet the needs of customers and we are encouraged by
their positive reaction to our Enterprise IT Management vision,"
John Swainson, CA's president and chief executive officer, said.  
"However, we are not satisfied with our cost structure and we are
implementing an expense reduction plan to improve the Company's
efficiency and competitive position.  These are the first steps in
a long-term program to achieve a best-of-breed cost structure."

For the first quarter, CA reported a use of cash flow from
operations of $46 million, compared to $93 million in cash flow
generated from operations reported in the prior year period.  The
decline in cash flow from operations was the result of increased
disbursements to vendors associated with a concerted effort to
reduce the Company's payable cycle, 401(k) contributions not pre-
funded in fiscal year 2006 and increased commission payments
related to the fourth quarter of fiscal year 2006.

                        Capital Structure

The balance of cash, cash equivalents and marketable securities at
June 30, 2006 was $1.522 billion.  With $1.811 billion in total
debt outstanding, the Company has a net debt position of
$289 million.

                       Repurchase Program

The Company expects to commence the first phase of its $2 billion
stock repurchase program through a tender offer that will price
and launch this week.  CA plans to repurchase $1 billion in common
stock in the first phase through a combination of cash on hand and
bank financing and will provide further information when it
commences the tender offer.

CA is considering various options to execute the second phase of
the program and will provide further details when appropriate.  
The Company expects to complete the full $2 billion share
repurchase plan by the end of fiscal year 2007.

During the quarter, the Company repurchased 7 million shares of
its common stock at an aggregate cost of $157 million.

                            About CA

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management  
software company that unifies and simplifies the management of
enterprise-wide IT.  Founded in 1976, CA serves customers in more
than 140 countries.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Moody's Investors Service confirmed CA Inc.'s Ba1 senior unsecured
rating and assigned a negative rating outlook, concluding a review
for possible downgrade initiated on June 30, 2006.  The Ba1 rating
confirmation reflects the company's completed accounting review
and reestablishment of current filing of its 10-K and subsequent
10-Q's, including the company's filing of its 10-K for its
March 2006 fiscal year on July 31, 2006.

Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc., and removed
them from CreditWatch where they were placed on July 5, 2006 with
negative implications.  The outlook is negative.


CALHOUN CARPET: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Calhoun Carpet Sales, Inc.
        1701 South Dirksen Parkway
        Springfield, Illinois 62703

Bankruptcy Case No.: 06-71018

Type of Business: The Debtor sells carpets and hardwood
                  flooring.  See http://www.calhouncarpet.com/

Chapter 11 Petition Date: August 7, 2006

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: John S. Narmont, Esq.
                  209 Bruns Lane
                  Springfield, Illinois 62702
                  Tel: (217) 787-4130

Total Assets: $961,000

Total Debts: $2,291,258

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
State Bank of Lincoln                                   $850,000
508 Broadway
P.O. Box 529
Lincoln, IL 62656

Mohawk Factorial Incl.                                  $368,000
150 East Crossroads
Bolingbrook, IL 60440

Donald Edgerton                                         $250,000
205 West 15th Street
Panama City, FL 62401

Mohawk Carpet Corporation                               $173,000

Calhoun Carpet Sales, Inc.    Trade debt                $118,000
                              Value of Collateral:
                              $100,000

Illinois Dept. of Revenue                                $94,591

EFTPS                                                    $58,130

American Express                                         $56,262

Donald & Joetta Curtis        Trade debt                 $46,000

Shaw Industries                                          $33,680

Internal Revenue Service                                 $32,952

Mid America National Bank                                $30,000

Jaeckle Sholesale                                        $26,000

E J WELCH                                                $18,620

Main Street Bank & Trust                                 $15,980

W.C. Tingle Co                                           $15,420

Sikich LLP                                               $14,000

All Tile                                                 $11,231

Beaulieu Residential                                     $11,200

Hrrega Distributors                                       $7,610


CALPINE CORP: Taps Watson Wyatt as Human Resource Consultant
------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Watson Wyatt as their human resource consultant pursuant to
Sections 327(a) and 328(a) of the Bankruptcy Code.

The Debtors have engaged Watson Wyatt & Company as their human
resource consultant since Dec. 6, 2005.  Watson Wyatt was
employed as an ordinary course professional.  Watson Wyatt has
assisted the Debtors in the review, design and communication of
important employee messages and human resources risks.

The Debtors originally contemplated that Watson Wyatt would
primarily provide executive compensation services for which the
total fees were estimated to range from $175,000 through
$275,000.

David R. Seligman, Esq., at Kirkland & Ellis LLP, in New York,
relates that beginning March 2006, at the Debtors' request,
Watson Wyatt provided additional compensation assistance and
established benchmarks for all positions in Calpine Corp.  These
requests, as well as other matters concerning the executive
compensation portions of the project, caused Watson Wyatt's fees
to go beyond the $500,000 limit set in the Court's Ordinary
Course Professional Order.

Moreover, Mr. Seligman says, the Debtors anticipate that they
will continue to use Watson Wyatt's services throughout the
course of their Chapter 11 cases.

Watson Wyatt will:

    (a) review and analyze the current compensation and benefits
        programs at Calpine and identify the risks each program
        may contain in light of the Chapter 11 cases;

    (b) assist in the development of an employee communication
        strategy and drafting of employee communications as
        needed;

    (c) review the current compensation and benefits programs and
        assess the need for new or revised programs for certain
        key employees designated by the company and, if needed,
        assist in the design and modification of the programs.
        Key elements of those programs might consist of a new
        annual incentive program, a revised cash retention
        program, and a severance program;

    (d) compare the terms, conditions and cost of any proposed
        program to competitive practice;

    (e) review and determine whether to enhance existing severance
        programs in light of the changed circumstances;

    (f) prepare reports summarizing the new programs;

    (g) assist in negotiations with creditors' groups to obtain
        their support for the company's assumption of any bonus or
        other compensation program;

    (h) provide expert witness testimony with respect to the
        company's compensation programs;

    (i) provide compensation benchmarking data and advice as
        needed; and

    (j) develop and implement other compensation or compensation
        administration programs as needed.

The Debtors will pay Watson Wyatt based on its customary hourly
rates:

          Professional                     Hourly Rate
          ------------                     -----------
          Analysts                         $200 to $350
          Consultants                      $375 to $500
          Senior Consultants               $550 to $700

The Debtors will also reimburse Watson Wyatt for any necessary
out-of-pocket expenses incurred.

Mr. Seligman informs the Court that Watson Wyatt has received a
$75,000 retainer on Dec. 12, 2005.  The Debtors have also paid
$300,000 to Watson Wyatt for its services since Dec. 6, 2005.

Ann Costolloe, a senior consultant at Watson Wyatt & Company, in
San Francisco, California, assures the Court that her firm does
not hold any interest adverse to the Debtors and their estates,
and is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                      About Calpine Corp.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 23; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


CALPINE CORP: Wants Davis Wright to Handle Immigration Matters
--------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask permission from the
U.S. Bankruptcy Court for the Southern District of New York to
expand Davis Wright Tremaine LLP's responsibilities to include
human resources-related immigration matters, nunc pro tunc to
May 11, 2006.

Pursuant to the Expanded Services, Davis Wright will be providing
day-to-day advice and counsel regarding immigration law matters
relating to the Debtors' employees, including the handling of:

   1. applications and petitions to the U.S. Department of
      Homeland Security, the U.S. Department of Labor, and to the
      U.S. Department of State to obtain:

         -- non-immigrant visas and employment authorizations for
            new employees, and to renew, amend, or extend
            existing non-immigrant visas and employment
            authorization for current employees; and

         -- immigrant visas and employment and travel
            authorizations for existing employees; and

   2. any appeals or requests for reconsideration arising from a
      governmental agency's denial, refusal, or rejection of an
      application or petition.

Davis Wright will also be providing day-to-day advice and counsel
to the Debtors' human resources staff on matters related to
compliance with federal immigration laws and regulations in the
hiring and retention of the Debtors' employees.

The Debtors disclosed that DWT's professionals bill:

             Professional               Hourly Rates
             ------------               ------------
             Partners                   $350 to $445
             Counsel                    $350 to $400
             Associates                 $245 to $325
             Paraprofessionals          $140 to $160

The Debtors will also reimburse DWT for its necessary out-of-
pocket expenses.

Steven F. Greenwald, Esq., a partner at Davis Wright Tremaine
LLP, assures the Court that his firm does not represent any
interest adverse to the Debtors and their estates.  Mr. Greenwald
maintains that his firm is a "disinterested person" as the term
is defined in Section 101(14) of the Bankruptcy Code.

                      About Calpine Corp.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


CAMERA PLATFORMS: March 31 Balance Sheet Upside-Down by $2.2 Mil.
-----------------------------------------------------------------
Camera Platforms International, Inc. has filed its financial
report for the quarter ended March 31, 2006 with the Securities
and Exchange Commission.

The Company's balance sheet at March 31, 2006 showed total assets
of $70,000 and total liabilities $2,342,000 resulting to a total
shareholders' deficit of $2,272,000.

The Company's balance sheet also showed strained liquidity with
$48,000 in total current assets and $2,342,000 in total current
liabilities.                 

For the three months ended March 31, 2006, Camera Platforms
incurred a $63,000 net loss out of $59,000 in revenues from rental
operations.    

A full-text copy of the Company's financial report for the quarter
ended March 31, 2006 is available for free at:
                  
               http://researcharchives.com/t/s?ca5

                       Going Concern Doubt

Rose, Snyder & Jacobs expressed substantial doubt about Camera
Platforms International, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
years ended December 31, 2005, 2004 and 2003.  The auditors
pointed to the Company's recurring losses from operations,
negative cash flows from operations, and net capital deficiency.  

Based in North Hollywood, California, Camera Platforms
International, Inc., dba The Shotmaker Company (OTC: CPFR) --
http://www.shotmaker.com-- leases and rents production equipment,  
including camera cars, dollies, cranes, and accessories, to the
film and video industries.  Camera Platforms International carries
the Shotmaker, Pegasus, Enlouva, and Panther brand names.


CATHOLIC CHURCH: Morning Star Opposes ACE Insurers Settlement Pact
------------------------------------------------------------------
As reported in the Troubled Company Reporter on July 12, 2006, the
Diocese of Spokane and ACE Property entered into a settlement
agreement to resolve all claims with respect to the Alleged Aetna
Policy, including coverage for Tort Claims and any other present
or future liabilities that might be covered.

A full-text copy of the Settlement, Release and Buy Back Agreement
between the Diocese and ACE Property is available for free at:

                http://researcharchives.com/t/s?d8d

                           Objections

(A) Morning Star

Morning Star Boy's Ranch wants the Diocese's Settlement, Release
and Policy Buy Back Agreement with ACE Property & Casualty
Insurance Company to provide satisfactory resolution of Morning
Star's interest in the ACE policies and related coverages,
indemnities, and rights of defense.

Morning Star has been individually named as defendant in
proceedings arising from sexual abuse involving priests or clergy
affiliated or associated with the Spokane Diocese.

Christopher J. Kerley, Esq., at Keefe, King & Bowman, P.S., in
Spokane, Washington, contends that the settlement language has, or
has the capacity, to deprive Morning Star of coverage that it
purchased and that was intended to provide protection to Morning
Star for claims and causes of action.

According to Mr. Kerley, Morning Star has a legally protected
interest in the ACE policy.  Mr. Kerley explains that Morning
Star paid for and is entitled to all benefits under the insurance
coverage afforded under the policy, is or may be an additional
named insured under each policy, and is an intended beneficiary
under any and all relevant and applicable policies issued by ACE.

(B) Future Claims Representative

The Diocese's Settlement Agreement with ACE must be denied unless
changes and clarifications or assurances are effected, Gayle E.
Bush, in his capacity of Future Claims Representative, tells
Judge Williams.

Under the ACE Settlement Agreement, the insurer is required to
immediately pay the settlement funds.  However, the Settlement
Effective Date is set for October 1, 2007, and until that time,
the Diocese would have no right, title or interest in the funds.

The Diocese has advanced no business justification for barring the
availability of the settlement fund to the financially starved
estate for over 14 months, Mr. Bush asserts.  The Effective Date
should occur commensurate with ACE's payment, he says.

The delayed Effective Date is also problematic with respect to the
proposed releases, Mr. Bush points out.  Under the Settlement
Agreement, to the extent the Effective Date does not occur as
described, the settlement funds will remit to ACE.  As a result,
interested parties may forgo exercising their rights against ACE
for over a year, only to have the settlement funds remitted to
ACE in October 2007.

The FCR also objects to provisions relating to "indemnity for Tort
Claims" and "Causal link" claimants.  Mr. Bush explains that the
ACE Settlement Agreement is unclear precisely what "indemnity for
Tort Claims" would encompass.  The FCR objects to the extent this
could in any way serve as a restriction on Future Tort Claimants'
right to share in the Settlement proceeds and would result in
greater restrictions regarding the use of funds than are present
in the insurance policies themselves.

The FCR notes that "Causal link" claimants are not defined in the
Settlement Agreement or the Diocese's Motion.  There is no
discussion of whether "causal link claimants" is intended to refer
to Future Tort Claimants represented by the FCR or some subset.  
More importantly, there is no discussion of the significance or
impact of the provision on the FCR's constituency.

(C) Association of Parishes

The Association of Parishes is not opposed to a settlement of
coverage issues, Ford Elsaesser, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, tells Judge Williams.

However, to the extent the settlement purports to prevent any use
of the proceeds for the defense or indemnification of parishes,
and the settlement purports to earmark the proceeds for payment of
sexual abuse tort claims in the bankruptcy proceeding, then its
terms and conditions impair the parishes' abilities to assert
their rights to the settlement proceeds, Mr. Elsaesser contends.

Mr. Elsaesser further argues that any settlement and release of
ACE contemplated under the Settlement Agreement should include and
provide for the parishes' right to claim against the settlement
proceeds to the extent that the parishes are entitled to defense
or indemnification.

The parishes' rights must be protected particularly since the ACE
Settlement Agreement purports to "sell free and clear of liens"
the liability policies impacted by the Settlement to the insurer,
with the limited exception of Morning Star's claims.  Mr.
Elsaesser says the parishes should either be subject to the same
exclusion as is being made for Morning Star or the order approving
the Settlement should reserve the parishes' right to make legal
claim to the insurance settlement proceeds, if and when the
parishes' rights to defense and indemnity are ever implicated.

                     About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


CATHOLIC CHURCH: Kukuk Farms Balks at Spokane's I-90 Property Sale
------------------------------------------------------------------
Don and Sandy Kukuk, dba Kukuk Farms, objects to the Diocese of
Spokane's attempt to sell, free and clear of liens, the property
identified as "Property west of I-90, Spokane County Parcel
#14121.9027."

Kukuk Farms has a leasehold interest in the I-90 Property pursuant
to the terms of a Crop Share Farm Lease dated August 18, 1997, as
amended, with Francis L. Adley.

Christopher G. Varallo, Esq., at Witherspoon, Kelley, Davenport &
Toole, P.S., in Spokane, Washington, tells Judge Williams that
pursuant to the terms of the Lease and an Addendum to Crop Share
Farm Lease, if its tenancy in the I-90 Property, or at least that
portion of the I-90 Property which the Diocese actually owns, is
to be terminated, Kukuk Farms is due certain compensation.

No compensation has been forthcoming from the Diocese, Mr.
Varallo says.

If the Lease is terminated, Kukuk Farms is entitled to adequate
protection of its interest under the Lease and Addendum pursuant
to Section 363(e) of the Bankruptcy Code, Mr. Varallo asserts,
citing In re Qualitech Steel Corp, 327 F.3d 537, 548 (3d. Cir.
2003).  If the I-90 Property is to be sold free of the Lease and
Addendum, Kukuk Farms is entitled to compensation for its
leasehold interest.

Mr. Varallo also contends that while the Diocese and its counsel
have issued notices of termination which purport to terminate the
Lease and the Addendum, those notices are defective and do not
comport with Washington State law, or the Lease or Addendum.  The
Diocese, Mr. Varallo argues, has failed to show grounds under
Sections 105 or 363 for its request to be granted.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 66; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


CENTURYTEL INC: Earns $73.6 Million First Quarter 2006
------------------------------------------------------
CenturyTel, Inc., earned $73.6 million of net income, excluding
nonrecurring items, in second quarter 2006 compared to
$85.1 million in second quarter 2005.  The decrease was primarily
driven by the decline in operating cash flow.

"CenturyTel delivered solid results as we experienced strong
demand for broadband services and communications bundles during
the quarter," Glen F. Post, III, chairman and chief executive
officer, said.  "The 60% growth in high-speed Internet customers
and 45% growth in related revenues over the past twelve months
reflect CenturyTel's focus on being the broadband provider of
choice in our markets."

Operating revenues rose 0.4% to $609.1 million in second quarter
2006 from $606.4 million in second quarter 2005.  This increase
primarily resulted from revenues from metro fiber assets acquired
in mid-2005 and data revenue growth from high-speed Internet
subscribers.  These increases more than offset revenue declines
attributable to access line losses and lower access revenues.

Operating expenses increased 5.6% to $443.9 million from
$420.5 million in second quarter 2005 primarily due to growth in
our high-speed Internet connections and expenses related to the
metro fiber assets acquired in mid-2005.

Operating cash flow decreased to $297.1 million from
$316.3 million.  CenturyTel achieved an operating cash flow margin
of 48.8% during the quarter versus 52.2% in second quarter 2005.  
This margin decline was principally driven by access line losses
and lower USF and access revenues, along with the growth in lower
margin services such as high-speed Internet, fiber transport and
CLEC.

As reported in the Troubled Company Reporter on July 25, 2006, all
repurchases under the Company's February 2006 accelerated share
repurchase agreements entered into with investment banks for
approximately 14.36 million shares were recently completed and
CenturyTel paid the banks $28.4 million cash as final settlement
of the agreements.  The Company has $500 million remaining under
its $1 billion share repurchase program authorized in February of
this year.

"We are pleased that the accelerated share repurchase program was
completed in less than five months.  We currently expect to
continue purchasing shares under the remaining $500 million in the
open market," Mr. Post said.

Headquartered in Monroe, Louisiana, CenturyTel, Inc. (NYSE: CTL)
-- http://www.centurytel.com/-- provides communications, high-
speed Internet and entertainment services in small-to-mid-size
cities through its broadband and fiber transport networks.  
Included in the S&P 500 Index, CenturyTel delivers advanced
communications with a personal touch to customers in 25 states.

                          *     *     *

Moody's Investors Services affirmed CenturyTel's Baa2 senior
unsecured long-term rating following the company's authorization
of a $1 billion share repurchase program on Feb. 22, 2006.  
Moody's believes that given the strength of the company's cash
flows and strong balance sheet at Dec. 31, 2005, the execution of
the share repurchase program will not materially weaken the
company's credit metrics.

Moody's also affirmed the Company's Baa2 Senior Unsecured Rating;
its (P)Baa2 Senior Unsecured Shelf; and (P)Ba1 Preferred Shelf
rating.  The rating outlook is stable.


CENTURY THEATRES: Sells Equity to Cinemark USA for $681 Million
---------------------------------------------------------------
Cinemark USA, Inc., inked a definitive purchase agreement to
acquire all of the outstanding stock of Century Theatres, Inc.,
for a combination of cash and stock of Cinemark's parent
company.

The equity purchase price is approximately $681 million in
addition to the assumption of debt.  To finance the acquisition,
the company plans to refinance its current senior facility of
$254 million and Century's senior facility of $360 million with a
new $1.120 billion senior secured term loan and will issue to
Century $150 million of common stock in Cinemark's parent.  The
company will utilize approximately $50 million of its current cash
to fund the payment of transaction expenses and the balance of the
cash purchase price.  The Company also plans to increase its
revolver capacity to $150 million with no amount drawn at closing.

"The real winners here are people around the country who love
movies," said Lee Roy Mitchell, Chairman and CEO.  "Customers of
Cinemark theatres enjoy the best available presentation of
movies in an environment that is fun, comfortable and exciting.  
This heritage will continue with the addition of Century
Theatres into our enterprise given the high standards of
customer service and quality that the Syufy family insisted on
at Century."

"This transaction establishes the premier international movie
theatre circuit, empowered with extraordinary employees at every
level," said Raymond Syufy, Chairman, Century Theatres.  "My
brother Joe and I are very proud that our customers will
continue to enjoy the high quality presentation and movie going
experience that has earned such wonderful loyalty over the
years. We are very pleased to be playing an important role in
the creation of such an exciting, international enterprise in
entertainment."

Upon closing of the acquisition, Cinemark's stockholders will
include Lee Roy Mitchell, its founder and Chief Executive
Officer, Syufy Enterprises, LP, Quadrangle Capital Partners and
Madison Dearborn Capital Partners, which will remain the
controlling shareholder.

The combined enterprise will exhibit movies to over 200 million
patrons annually in approximately 391 theatres with 4,395,
screens in 37 states and 13 countries.  Lee Roy Mitchell will
remain the Chairman of the Board and Chief Executive Officer of
the Company. Raymond Syufy and Joseph Syufy will join the Board
of Directors, representing Syufy Enterprises, LP.

The acquisition will be financed with a senior credit facility
led by an affiliate of Lehman Brothers Inc. and an affiliate of
Morgan Stanley & Co. Incorporated.  The merger will not
constitute a change of control for purposes of Cinemark, Inc.'s
9-3/4% Senior Discount Notes or Cinemark's 9% Senior
Subordinated Notes.  A portion of the new credit facility will
be used to repay Century's outstanding indebtedness under its
existing credit facility.

Lehman Brothers Inc. served as financial advisor to Cinemark.
Kirkland & Ellis LLP, and Akin Gump Strauss Hauer & Feld LLP
served as legal counsel to Cinemark. Morgan Stanley & Co.  
Incorporated served as financial advisor to Century and its
shareholders.  Morrison & Foerster LLP represented Century.

Completion of the acquisition is subject to the satisfaction of
customary closing conditions for transactions of this type,
including antitrust approval and completion of financing.

                       About Cinemark Inc.

Cinemark Inc. -- http://www.cinemark.com/--  operates 202  
theatres and 2,469 screens in 34 states in the United States and
operates 112 theatres and 932 screens internationally in 13
countries, mainly Mexico, South and Central America.  Cinemark was
founded in 1987 by its Chief Executive Officer and Chairman of the
Board, Lee Roy Mitchell.  In 2004 a controlling interest in
Cinemark was sold to Madison Dearborn Capital Partners.  Cinemark
was among the first theatre exhibitors to offer advanced real-time
Internet ticketing at its own website.

                     About Century Theatres

Headquartered in California, Century Theatres Inc. operates 78
theaters with 994 screens in 12 western states.  The company
was founded in 1941 by Raymond J. Syufy and is now led by his
sons, Raymond W. Syufy and Joseph Syufy.  Since 1996, the company
has added 641 screens and has expanded into 8 additional states.  
In 2000, it launched its CineArts division, with screens in
California and Illinois.

                        *    *    *

Moody's Investors Services assigned a Ba3 long-term corporate
family rating and a Ba3 bank loan debt rating on Jan. 27, 2006.


CHARLES JACOBS: Case Summary & Four Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Charles Maxwell Jacobs
        aka Max Jacobs
        P.O. Box 1421
        Mandeville, Louisiana 70470

Bankruptcy Case No.: 06-10773

Chapter 11 Petition Date: August 7, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Elizabeth W. Magner

Debtor's Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, Louisiana 70448
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

Total Assets: $396,903

Total Debts:  $1,919,439

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Whitney National Bank         Judgment made           $1,708,512
228 St. Charles Avenue        executory
New Orleans, LA 70130

Newton Harris                 Business loan              $50,000
75483 Beverly Drive
Covington, LA 70435

Gemb/sams Club Dc             Credit card                 $1,841
P.O. Box 981400
El Paso, TX 79998

Chevron                       Credit card                   $465
P.O. Box 5010
Concord, CA 94524


CINCINNATI BELL: June 30 Balance Sheet Upside-Down by $704.7 Mil.
-----------------------------------------------------------------
Cincinnati Bell Inc. reported earnings growth driven by increased
wireless and data revenue and by lower interest expense.  For the
quarter, revenue was $323 million with operating income of
$83 million and net income of $24 million.  

Net income excluding special items was $23 million, an increase of
$8 million, from the second quarter of 2005 also excluding special
items.  Special items in the current quarter include a $2 million
benefit from the expiration of certain guarantees and warranties
associated with the broadband segment.

At June 30, 2006, the Company's balance sheet showed
$1.892 billion in total assets and $2.597 billion in total
liabilities, resulting in a $704.7 million shareholders' deficit.

"By focusing on consistent execution of our strategy, Cincinnati
Bell has delivered revenue, earnings and subscriber growth in one
of the most competitive telecommunications markets in the
country," Jack Cassidy, president and chief executive officer of
Cincinnati Bell Inc, said.

"During the quarter, we completed the wireless subscriber
migration to our GSM network.  This is another significant
milestone for Cincinnati Bell Wireless.  Now, all of our customers
share the experience of communicating on the best wireless network
in Cincinnati and Dayton and the company no longer incurs the
added expense of converting customers from one network to
another."

                     Second Quarter Highlights

   -- Quarterly revenue increased to $323 million, up 3% or
      $8 million from a year ago, as increased wireless service,
      data and managed services revenue and equipment sales offset
      a decrease in local voice revenue.

   -- Net postpaid wireless activations in the quarter totaled
      12,000, an increase of 15,000 from the second quarter of
      2005.  Postpaid average revenue per user was $48, even with
      a year ago.  By completing the wireless subscriber
      migration, Cincinnati Bell has discontinued the operation of
      its legacy TDMA network.

   -- Cincinnati Bell's "Super Bundle" subscriber base reached
      160,000, an increase of 11% from a year ago.  As a result,
      consumer bundle penetration totaled 28% of Cincinnati Bell
      households within its traditional operating area.  In
      addition to increasing household bundle penetration, revenue
      per household increased to an all-time high of $83, up 5%
      from a year ago.

   -- Cincinnati Bell's DSL subscriber base grew to 177,000, a 22%
      increase versus the second quarter of 2005.  DSL penetration
      of in-territory consumer primary access lines was up
      7 percentage points from a year ago to 29%, representing
      154,000 subscribers.

   -- Free cash flow of $52 million increased 23% versus the
      second quarter of 2005, primarily due to reduced interest
      payments.  Net debt declined by $48 million in the quarter
      to $2.1 billion.  Capital expenditures during the quarter
      were $39 million, or 12% of revenue.

                 Financial and Operations Overview

"We are very pleased with the financial performance in each of our
business segments," Brian Ross, chief financial officer of
Cincinnati Bell Inc., said.

"Wireless service revenue growth validates that we have turned our
wireless business around.  Profitability in our core wireline
business remains stable despite declining access lines.  Reduced
interest payments are improving free cash flow."

Revenue of $323 million grew 8 percent and adjusted EBITDA of
$116 million improved 4% sequentially.  Adjusted EBITDA declined
$8 million from the second quarter of 2005, primarily the result
of increased expenses related to wireless subscriber growth and
migration to the GSM network.

                           Local Segment

Quarterly access line performance improved sequentially and was
nearly equal to the second quarter of 2005 as the rate of decline
slowed to 3.6%.  The rate of in-territory access line loss
remained relatively unchanged at 5.0% as wireless substitution
remained the key contributor to in-territory decline.  Access
lines in expansion markets adjacent to the company's traditional
marketing area grew 36 percent from a year ago.

The Local segment produced quarterly revenue of $187 million,
nearly even with the second quarter of 2005.  Adjusted EBITDA of
$96 million was approximately equal to a year ago as an 8%
increase in data revenue and a 3% decrease in the cost of
providing service partially offset lower voice revenue.

                         Wireless Services

Strong subscriber growth continued in the second quarter with
postpaid net activations of 12,000, an increase of 15,000 from a
year ago as churn remained low at 1.6%.  Postpaid ARPU of
$48 represented the second consecutive quarter of improvement and
was essentially even with a year ago.  During the quarter,
Cincinnati Bell discontinued the operation of its TDMA network
with the migration of 51,000 customers to the GSM network.

The Wireless segment generated quarterly revenue of $66 million,
up 10 percent from the second quarter of 2005 reflecting growth in
subscriber voice, data and equipment revenue.  Postpaid data
revenue doubled from a year ago, which resulted in a data ARPU of
$5 per postpaid subscriber.

Adjusted EBITDA for the quarter of $13 million was down $6 million
compared to the second quarter of 2005.  Higher expenses
supporting a 63% increase in postpaid gross activations and
accelerated network migration accounted for the decline.

                   Hardware and Managed Services

The Hardware and Managed Services segment produced quarterly
revenue of $58 million, a 7% increase from a year ago as equipment
sales, data center and related managed service activity remained
strong.  Sequentially, revenue improved by 50% driven by an
increase in seasonal equipment sales.  Adjusted EBITDA was
$5 million even with the second quarter of 2005 as increased
margin from higher computer hardware sales and managed services
revenue offset margin declines in telephony hardware and related
services.

                   Other Communications Services

The Other Communications Services segment, which includes long
distance, security monitoring, and payphone operations generated
revenue of $20 million, which was equal to the second quarter of
2005.  Adjusted EBITDA of $8 million was also equal to the second
quarter of 2005 as increased long distance profitability offset a
decline in payphone operations.


                    About Cincinnati Bell Inc.

Headquartered in Cincinnati, Ohio, Cincinnati Bell Inc. (NYSE:
CBB) -- http://www.cincinnatibell.com/-- provides a wide range of  
local exchange and wireless telecommunications products and
services to residential and business customers in Ohio, Kentucky,
and Indiana.


CINEMARK INC: To Buy Century Theatres' Equity for $681 Million
--------------------------------------------------------------
Cinemark USA, Inc., inked a definitive purchase agreement to
acquire all of the outstanding stock of Century Theatres, Inc.,
for a combination of cash and stock of Cinemark's parent
company.

The equity purchase price is approximately $681 million in
addition to the assumption of debt.  To finance the acquisition,
the company plans to refinance its current senior facility of
$254 million and Century's senior facility of $360 million with a
new $1.120 billion senior secured term loan and will issue to
Century $150 million of common stock in Cinemark's parent.  The
company will utilize approximately $50 million of its current cash
to fund the payment of transaction expenses and the balance of the
cash purchase price.  The Company also plans to increase its
revolver capacity to $150 million with no amount drawn at closing.

"The real winners here are people around the country who love
movies," said Lee Roy Mitchell, Chairman and CEO.  "Customers of
Cinemark theatres enjoy the best available presentation of
movies in an environment that is fun, comfortable and exciting.  
This heritage will continue with the addition of Century
Theatres into our enterprise given the high standards of
customer service and quality that the Syufy family insisted on
at Century."

"This transaction establishes the premier international movie
theatre circuit, empowered with extraordinary employees at every
level," said Raymond Syufy, Chairman, Century Theatres.  "My
brother Joe and I are very proud that our customers will
continue to enjoy the high quality presentation and movie going
experience that has earned such wonderful loyalty over the
years. We are very pleased to be playing an important role in
the creation of such an exciting, international enterprise in
entertainment."

Upon closing of the acquisition, Cinemark's stockholders will
include Lee Roy Mitchell, its founder and Chief Executive
Officer, Syufy Enterprises, LP, Quadrangle Capital Partners and
Madison Dearborn Capital Partners, which will remain the
controlling shareholder.

The combined enterprise will exhibit movies to over 200 million
patrons annually in approximately 391 theatres with 4,395,
screens in 37 states and 13 countries.  Lee Roy Mitchell will
remain the Chairman of the Board and Chief Executive Officer of
the Company. Raymond Syufy and Joseph Syufy will join the Board
of Directors, representing Syufy Enterprises, LP.

The acquisition will be financed with a senior credit facility
led by an affiliate of Lehman Brothers Inc. and an affiliate of
Morgan Stanley & Co. Incorporated.  The merger will not
constitute a change of control for purposes of Cinemark, Inc.'s
9-3/4% Senior Discount Notes or Cinemark's 9% Senior
Subordinated Notes.  A portion of the new credit facility will
be used to repay Century's outstanding indebtedness under its
existing credit facility.

Lehman Brothers Inc. served as financial advisor to Cinemark.
Kirkland & Ellis LLP, and Akin Gump Strauss Hauer & Feld LLP
served as legal counsel to Cinemark. Morgan Stanley & Co.  
Incorporated served as financial advisor to Century and its
shareholders.  Morrison & Foerster LLP represented Century.

Completion of the acquisition is subject to the satisfaction of
customary closing conditions for transactions of this type,
including antitrust approval and completion of financing.

                About Century Theatres, Inc.

Headquartered in California, Century Theatres Inc. operates 78
theaters with 994 screens in 12 western states.  The company
was founded in 1941 by Raymond J. Syufy and is now led by his
sons, Raymond W. Syufy and Joseph Syufy.  Since 1996, the company
has added 641 screens and has expanded into 8 additional states.  
In 2000, it launched its CineArts division, with screens in
California and Illinois.

                     About Cinemark Inc.

Cinemark Inc. -- http://www.cinemark.com/--  operates 202  
theatres and 2,469 screens in 34 states in the United States and
operates 112 theatres and 932 screens internationally in 13
countries, mainly Mexico, South and Central America.  Cinemark was
founded in 1987 by its Chief Executive Officer and Chairman of the
Board, Lee Roy Mitchell.  In 2004 a controlling interest in
Cinemark was sold to Madison Dearborn Capital Partners.  Cinemark
was among the first theatre exhibitors to offer advanced real-time
Internet ticketing at its own website.

                        *    *    *

Standard & Poor's Ratings Services placed on Aug. 8, 2006, all
its ratings on Cinemark Inc. and subsidiary company Cinemark USA
Inc., which are analyzed on a consolidated basis, including the
'B+' corporate credit ratings, on CreditWatch with negative
implications.

The CreditWatch listing follows the company's announcement that
it will be financing the acquisition of Century Theatres Inc.
(B+/Negative/--) with a senior credit facility.  Cinemark had
US$1 billion in debt and $846 million in present value of
operating leases as of March 31, 2006.


COI MIDWEST: Files Schedules of Assets and Liabilities
------------------------------------------------------
COI Midwest Investment LLC, delivered to the U.S. Bankruptcy Court
for the Central District of California their schedules of assets
and liabilities, disclosing:


     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property              $14,000,000
  B. Personal Property             $756,000
  C. Property Claimed
     as Exempt
  D. Creditors Holding                               
     Secured Claims                                 $8,011,098
  E. Creditors Holding                                 
     Unsecured Priority Claims
  F. Creditors Holding                                 $15,000
     Unsecured Nonpriority
     Claims
                                -----------         ----------
     Total                      $14,756,000         $8,026,098

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COI MIDWEST: Taps Cushman & Wakefield as Real Estate Brokers
------------------------------------------------------------
COI Midwest Investment LLC asks the U.S. Bankruptcy Court for the
Central District of California for permission to employ Cushman &
Wakefield as its real estate brokers.

The Debtor reminds the Court that its primary asset is a real
property located at 900 South Turnbull Canyon Road in City of
Industry, California.  Wells Fargo Bank, N.A. holds an $8,011,098
claim secured by a first priority deed of trust against the
property.

The Debtor believes that the value of the property is
approximately between $12.5 million and $14 million.

Cushman & Wakefield will:

    a. advertise and market the Debtor's property to interested
       parties;

    b. show the Debtor's property to interested parties;

    c. represent the Debtor's estate as seller in connection with
       the sale of the Debtor's property;

    d. advise the Debtor with respect to obtaining the highest and
       best offer available in the present market for its
       property; and

    e. execute all documents necessary to consummate a sale of the
       Debtor's property to the highest and best buyer, including
       an offer sheet, escrow instructions, a grant deed and all
       other purchase and sale and closing documents.

The Debtor tells the Court that David Hasbrouck, executive vice-
president of Cushman & Wakefield, and Stuart Milligan, a director
at Cushman & Wakefield, will be the agents primarily responsible
for this engagement.

The Debtor discloses that under a Sales Listing Agreement with
Cushman & Wakefield, the Debtor will reimburse Cushman & Wakefield
for expenses incurred but not to exceed $20,000.

In the event of a sale of the Debtor's property:

    * Cushman & Wakefield will receive a 1% commission if the
      gross sales price in less than or equal to $12.8 million;

    * if the gross sales price is greater than $12.8 million but
      less than $13.8 million, Cushman & Wakefield will receive an
      additional commission equal to 3% of the gross sales price
      in excess of $12.8 million; and

    * if the gross sales price is greater than $13.8 million, in
      addition to the 1% base commission and 3% incremental
      commission, Cushman & Wakefield will receive further
      additional commission equal to 20% of the gross sales price
      in excess of $13.8 million.

If the Debtor's property is not sold during the term of the
agreement, Cushman & Wakefield will receive a $20,000 flat rate
commission.

Mr. Hasbrouck assures the Court that Cushman & Wakefield does not
represent any interest adverse to the Debtor or its estate.

Headquartered in the City of Industry, California, COI Midwest
Investments LLC leases its real property in Canyon Road.  The
Company filed for bankruptcy protection on June 1, 2006 (Bankr.
C.D. Calif. Case No. 06-12329).  Ron Bender, Esq., and David B.
Golubchik, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy, it reported assets amounting between
$10 million and $50 million and debts aggregating between
$1 million and $10 million.


COLLINS & AIKMAN: Inks Settlement Pact with Magna and GECC
----------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve their stipulation with Magna International Inc. and
General Electric Capital Corporation.

The Debtors purchase certain component parts or services from
Magna.  Magna asserts that the Debtors owe it $1,047,409 for parts
and services provided prior to the Debtors' bankruptcy filing.

Likewise, Magna purchases component parts, tooling and services
from the Debtors.  The Debtors assert that Magna owe them
$3,808,663 for parts and tooling provided prior to the Petition
Date.  In addition, the Debtors believe that they continue to be
owed from Magna an additional $165,495 on account of prepetition
shipments.

GECC claims to own and hold a valid perfected first priority lien
on and security interest in the Magna prepetition debt,
Christopher A. Grosman, Esq., at Carson Fischer, P.L.C., in
Bloomfield Hills, Michigan, relates.

Mr. Grosman explains that under certain agreements, the Debtors
had sold, assigned and transferred certain of their accounts
receivables to CarCorp Inc. who, in turn, assigned all of those
accounts receivables to GECC.

Pursuant to a stipulation among the Debtors, Magna and GECC, the
parties agreed that Magna will pay $2,761,254 to a CarCorp account
related to prepetition receivables.  Upon receipt of payment by
CarCorp, the parties will exchange mutual releases.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


COLLINS & AIKMAN: ACT Wants $320,654 Claim Deemed Timely Filed
--------------------------------------------------------------
ACT Laboratories, Inc., asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to deem its $320,654 claim against
Collins & Aikman Corporation and its debtor-affiliates as timely
filed.

ACT is a multimillion-dollar supplier to Collins & Aikman
Corporation under a Strategic Supply Agreement.

Renee Sophia Coulter, Esq., at Cummings, McClorey, Davis & Acho,
PLC, in Livonia, Michigan, asserts that the Debtors owe ACT
$320,653 for certain prepetition invoices.

Ms. Coulter tells the Court that the Debtors' bankruptcy cases
were not properly noticed to ACT.  Among other things, ACT was
not provided with any notice of the Debtors' voluntary petition.

Furthermore, ACT's Accounting/Treasury Department did not receive
a blank Proof of Claim with bar codes for ACT to fill out, Ms.
Coulter says.  There was also significant restructuring and
changing of personnel in ACT's Accounting/Treasury Department.

All these factors, Ms. Coulter says, contributed to ACT's late
claim filing.

Ms. Coulter asserts that ACT's failure to file a timely claim was
clearly the result of excusable neglect.  Ms. Coulter points out
that:

   -- there has been no danger of prejudice to the Debtors;

   -- the length of ACT's delay will have a minimal impact on
      judicial proceedings;

   -- allowing ACT's claim filing will not impact the
      administration of the Debtors' bankruptcy cases in any
      significant way;

   -- the reason for the delay was not within the reasonable
      control of ACT; and

   -- ACT has acted in good faith at all times in the matter.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)  


COMPLETE RETREATS: Club Ex-Members Want Refund Payment Secured
--------------------------------------------------------------
An ad hoc committee of former members in Complete Retreats LLC and
its debtor-affiliates' destination clubs contends that the Debtors
are in default of their obligation to refund membership deposits.

The Ad Hoc Committee of Withdrawn Members consists of more than
100 members who had resigned prior to the Debtors' bankruptcy
filing, but did not obtain refunds as required by their membership
agreements.

The current members of the Ad Hoc Committee are:

   1. Christopher Swann,
   2. Natasha Swann,
   3. Frank Bomher,
   4. W. Michael Reichert,
   5. Michael Shalett,
   6. Robert Higgins,
   7. Vince Walls,
   8. Chad Carpenter,
   9. Steven F. Maier,
  10. Michael G. Knox,
  11. Tom Gruber,
  12. George Greenwald,
  13. Gilmore S. Haynie,
  14. Amy George, and
  15. Guy Bond.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, tells the U.S. Bankruptcy Court for the District of
Connecticut that the Ad Hoc Committee does not object to the
Debtors obtaining postpetition financing.  However, the Ad Hoc
Committee is concerned that the Debtors are burning through cash
to support services for the current members at an unsustainable
economic level.

"Simply put, the Debtors are providing services to current
members at a significant loss to the detriment of the members who
have withdrawn," Mr. Winsberg asserts.

Mr. Winsberg notes that as reflected in their Budget, the Debtors
will burn approximately $8,400,000 over the course of the next 10
weeks, which is $120,000 per day.  The Debtors project $2,100,000
in revenues versus $10,500,000 in expenses over the next couple
of months.

Accordingly, drastic action is needed to either increase fees or
to slash costs, Mr. Winsberg contends.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000, http://bankrupt.com/newsstand/).


COMPLETE RETREATS: Panel Says DIP Loan is Low Risk & Oversecured
----------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' chapter 11 cases asks the U.S.
Bankruptcy Court for the District of Connecticut to deny the
Debtors' request for a short-term debtor-in-possession financing
to the extent that it:

   (a) seeks to condition any refinancing of the DIP Loan upon
       repayment of the Existing Loans; and

   (b) constrains the Debtors' and the Committee's ability to
       seek and obtain alternative DIP Financing to repay the DIP
       Loan without contemporaneously repaying the Existing
       Loans.

The Troubled Company Reporter on July 28, 2006 noted that the
Court gave the Debtors interim authority to borrow up to
$4,900,000 of the DIP financing pledged by The Patriot Group, LLC,
as lender and agent, and LPP Mortgage, Ltd.

In the loan agreement, The Patriot agreed to provide the Debtors
with a $10,000,000 postpetition revolving line of credit to give
them some time to secure a longer-term DIP financing arrangement.

The Committee asserts that the DIP Loan, which provides up to a
meager $8,500,000 advance, is a low risk short-term investment
that appears to be substantially oversecured.

The benefit of the DIP Loan to the Debtors' estates is as meager
as the risk to the Lenders, Jonathan B. Alter, Esq., at Bingham
McCutchen LLP, in Hartford, Connecticut, contends.

"The DIP Loan provides the Debtors with a small amount of cash to
cover the bare bones operation of [their] business for up to two
months in [C]hapter 11," Mr. Alter asserts.  "In contrast, the
burden to the Debtors' estates and their other creditors is
substantial, as are the benefits that inure exclusively to the
Lenders."

Mr. Alter argues that the DIP Credit Agreement and the proposed
orders approving the DIP Loan:

   -- prohibit the Debtors and the Creditors Committee from
      seeking any alternative long term DIP financing solution
      other than one provided by the Lenders or one that pays all
      of the Lenders' purported $63,000,000 claims;

   -- significantly limit the Creditors Committee's ability to
      investigate the Existing Loans and the propriety of the
      Debtors' admissions to the validity, amount, liens and
      priority of the Existing Loans and the Debtors' broad
      releases of any defense or claim against the Lenders with
      respect to the Existing Loans.  The DIP Loan provides
      virtually no funding for any Investigation;

   -- seek to mandate that the investigation take place on a
      highly expedited basis to be completed no later than two
      months from the date of the Committee's formation;

   -- attempts to divest the Committee of its right to exercise
      any discovery rights under Rule 2004 of the Federal Rules
      of Bankruptcy Procedure or otherwise in connection with any
      investigation, leaving the investigation dependent upon the
      Lenders' "informal" cooperation.

Consequently, the DIP Loan and the Orders prevent the Debtors and
the Committee from complying with their fiduciary duties to
unsecured creditors and other stakeholders of the estates, Mr.
Alter maintains.

The Existing Loans refer to the $53,000,000 prepetition secured
loan the Debtors borrowed from The Patriot Group LLC and LPP
Mortgage, Ltd.

While the DIP Credit Agreement and the Orders contemplate that
the Committee could file an "Objection" if it finds a basis to
challenge the Existing Loans, the documents provide that any
action by the Committee to actually prosecute any challenge is an
"Event of Default" under the DIP Credit Agreement requiring
immediate "full and indefeasible payment" of both the DIP Loan
and the Existing Loans and lifting the automatic stay to permit
the Lenders to liquidate the Debtors' business and assets, Mr.
Alter tells Judge Shiff.

Mr. Alter also points out that the DIP Credit Agreement seek a
number of extraordinary items, including:

   (1) a waiver of all rights to surcharge the Lenders'
       collateral for the cost incurred by the Debtors' estates
       to preserve the collateral under Section 506(c) of the
       Bankruptcy Code;

   (2) an attempt to insulate the $1,480,000 postpetition payment
       to Patriot relating to the Existing Loans from challenge
       by declaring the payment to be "indefeasible in all
       respects";

   (3) seeking to limit any claims by "creditors and security
       holders" of the Debtors against the Lenders to "direct
       damages," even in the case of meritorious claims for
       willful misconduct by the Lenders; and

   (4) a cross-default provision in the DIP Credit Agreement that
       provides that any default under the Existing Loans will
       constitute an Event of Default.

The DIP Loan seeks to inextricably link itself to the Existing
Loans and provide the Lenders with disproportionate benefits that
far outweigh the benefits provided to the Debtors and their
creditors, Mr. Alter argues.  "In this regard, the DIP Loan is
little more than a disguised 'roll up' of the Existing Loans."

The Committee does not seek to prejudice the Lenders' rights as
secured lenders under the Existing Loans, Mr. Alter explains.  It
simply seeks to maintain a fair balance in the bankruptcy
proceedings to permit it and the Debtors a reasonable opportunity
to reorganize the Debtors' affairs.

The Committee objects to several other provisions of the DIP
Credit Agreement and the Proposed Final Order.  The Committee
also asks the Court to include these changes in the Final Order:

   (1) The Professional Fee Carve Out is insufficient to permit
       the Debtors' and the Committee's counsel to perform the
       tasks necessary for both to satisfy their fiduciary
       duties;

   (2) The Investigation Rights provided under the Order must be
       expanded to authorize and reserve all rights with respect
       to any claim or cause of action that creditors or the
       estates may have against the Lenders related to the
       Existing Loans and their relationship and conduct with
       respect to the Debtors;

   (3) The Committee's investigation rights under the Orders
       should be expanded to a period of at least 90 days,
       subject to further extension for good cause shown, and
       clarified that all transfers, payments, adequate
       protection granted to the Lenders and other transactions
       related to the Existing Loans remain subject to the
       Committee's rights of investigation and, if warranted
       after the investigation, potential recovery, disgorgement
       or other appropriate relief;

   (4) The Committee's investigation rights should not exclude
       the right to employ formal discovery pursuant to
       Bankruptcy Rule 2004 or otherwise;

   (5) The DIP Credit Agreement should not contain a cross-
       default to the Existing Loans.  The terms of the Existing
       Loans have not been disclosed in the DIP Motion.  
       Moreover, the Existing Loans are presumably already in
       default due to the Debtors' Chapter 11 filings;

   (6) The DIP Loan collateral should not include any avoidance
        actions under Chapter 5 of the Bankruptcy Code;

   (7) The Debtor's waiver of Section 506(c) rights should be
       limited to the DIP Loan collateral, not any collateral
       securing the Existing Loans;

   (8) Section 10.5 of the DIP Credit Agreement should be
       disapproved to the extent that it seeks to limit the
       rights and potential claims of creditors and other
       stakeholders;

   (9) The provisions of the order relating to Events of Default,
       the Lenders' enforcement rights and automatic stay relief
       should be modified to provide at least five business days
       notice to the Court, the Committee and other parties
       through a court filed document that describes in
       reasonable detail the basis for any claimed default.
       Moreover, the DIP order should provide the Committee and
       the Debtors with the right to seek an emergency hearing to
       contest the existence of any event of default and to seek
       affirmative relief;

  (10) The payment of accrued interest as adequate protection for
       the Existing Loans should be clarified to be interest at
       the "non-default rate" under the Existing Loans;

  (11) The Committee's counsel should receive contemporaneous
       copies of all notices, disclosure and reports provided to
       or received from the Lenders pursuant to the DIP Credit
       Agreement or the Court's Final Order;

  (12) Certain Event of Default notice and cure periods under the
       DIP Credit Agreement should be extended to a more
       reasonable period; and

  (13) Section 5.09 of the DIP Credit Agreement should be
       clarified to not limit the right of the Debtors or the
       Committee to seek relief under Section 365 of the
       Bankruptcy Code.

"The Lenders have not provided DIP financing sufficient to
provide the Debtors with a reasonable possibility of
reorganization," Mr. Alter says.  "They have only provided
sufficient financing to explore whether there is an opportunity
to refinance their claims as quickly as possible, while at the
same time neutralizing the automatic stay and other bankruptcy
risks attendant to their liquidation of the Debtors' estate
through foreclosure."

Lastly, Mr. Alter relates that the Committee was appointed
recently and has not had a reasonable opportunity to explore
other DIP financing structures but it is possible that given the
appearance of collateral value underlying the Existing Loans, a
new DIP lender may be willing to provide financing to repay the
DIP Loan on a non-priming basis secured by liens junior to
existing liens on the Debtors' assets.  "Unsecured creditors,
including those who deposited more than $300,00,000 for
memberships with the Debtors, should not be precluded from
pursuing that option."

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
215/945-7000, http://bankrupt.com/newsstand/).


DALE JARRETT: March 31 Balance Sheet Upside-Down by $1 Million
--------------------------------------------------------------
Dale Jarrett Racing Adventure, Inc. has filed its financial report
for the quarter ended March 31, 2006 with the Securities and
Exchange Commission.

Dale Jarrett's balance sheet at March 31, 2006 showed
total assets of $629,050 and total liabilities of $1,691,660
resulting in a $1,062,610 stockholders' deficit.

The Company's balance sheet also showed strained liquidity with
$406,845 in total current assets and $1,687,827 in total current
liabilities.   

For the three months ended March 31, 2006, the Company reported
net loss of $240,184 from a $151,162 sales.

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

               http://researcharchives.com/t/s?c9c

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
Stark Winter Schenkein & Co., LLP, in Denver, Colorado, raised
substantial doubt about Dale Jarrett Racing Adventure, Inc.'s
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's significant
losses from operations and working capital and stockholder
deficiencies.

Dale Jarrett Racing Adventure, Inc.-- http://www.dalejarrett.com/
-- offers entertainment based oval driving schools and events.  
These classes are conducted at various racetracks throughout the
country.  The Corporation owns fifteen race cars.  The Corporation
also offers a number of add-on sale items including CDs from its
Adventure Cam located in the car (four cameras and complete GPS
data), clothing, souvenirs and photography.


DANA CORP: Court Gives Final Okay on Claims Trading Procedures
--------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York approved the claims trading
procedures of Dana Corporation and its debtor-affiliates on a
final basis.

The Claims Trading Procedures refer to notification and hearing
procedures that must be satisfied before certain transfers of
claims against the Debtors, and equity securities in Dana are
deemed effective.

American Real Estate Holdings has agreed to dismiss its appeal of
the Court's April 2006 Interim Order upon entry of the final
order.  All other objections to Debtors' request to the extent
not resolved are overruled.

Judge Lifland directed each Substantial Claimholder to:

   -- report its holdings as directed in various notices
      including the Notice of 382(1)(5) Plan and Disclosure
      Statement, the Notice of Claimholder Acceptance of
      382(1)(5) Plan, and the Sell-Down Notice; and

   -- "sell-down" its holdings of Claims to the extent required.

A 382(1)(5) Plan refers to a Chapter 11 plan of reorganization
for the Debtors that provides for or contemplates the use of net
operating loss carryforwards and other tax attributes under
Section 382(1)(5) of the Internal Revenue Code and that restricts
transfers of Beneficial Ownership of Affected Securities for not
less than two years after the reorganization in order to avoid an
"ownership change", as the term is defined in the Internal
Revenue Code and related promulgated regulations.

If and only to the extent that a 382(l)(5) Plan is confirmed by
the Court and the largest class of unsecured Claims has voted to
accept the 382(l)(5) Plan, each Substantial Claimholder will sell
an amount of Claims equal to its share of the Sell-Down Amount so
that no Substantial Claimholder will hold Claims in excess of
their Maximum Amount.  No Beneficial Claimholder will sell any of
its Claims if the sale would result in the Beneficial Claimholder
having Beneficial Ownership of an aggregate amount of Claims that
is less than the Beneficial Claimholder's Protected Amount.

Each Substantial Claimholder will sell its Claims subject to the
Sell-Down to unrelated persons or entities, provided that the
Substantial Claimholder will not have a reasonable basis to
believe that the person would own, immediately after the
contemplated consummation of the transfer, an amount of Claims in
excess of the Maximum Amount for the claimholder.

Any Beneficial Claimholder that participates in formulating any
Chapter 11 plan of reorganization will not disclose to the Plan
Proponent that any Claims in which the Beneficial Claimholder has
a beneficial ownership are Newly Traded Claims, provided, no
remedy will be imposed with respect to any alleged non-willful
violation of this Participation Restriction without a further
Court final determination that the remedy is fair and equitable
to all parties, including the Beneficial Claimholder, under the
circumstances.

Any Claimholder found by the Court to have violated the
Participation Restriction and who, as a result, would prevent the
Debtors from implementing a 382(l)(5) Plan, will be required to
dispose of Newly Traded Claims of which the Entity has Beneficial
Ownership and will be subject to Forfeiture Remedy.

If any Substantial Claimholder fails to comply with the Sell-
Down applicable to it, the Substantial Claimholder will not be
entitled to receive Beneficial Ownership of any Affected
Securities in connection with the implementation of the 382(l)(5)
Plan.

Any Substantial Claimholder that violates the Final Order will be
required to forfeit the Affected Securities.  The Plan Proponent
and the Debtors may seek to enforce the Forfeiture Remedy on an
expedited basis.

The Plan Proponent and the Debtors also reserve the right to seek
from the Court other sanctions for a willful violation of the
Final Order, including damages for loss of any tax benefits
caused by the violation and any injunction appropriate to remedy
the violation.

Any distribution of Affected Securities pursuant to the
implementation of the 382(l)(5) Plan that is precluded by an
order enforcing the Forfeiture Remedy will be void ab initio.  
Any Entity that receives Forfeited Equity will immediately return
the Forfeited Equity to the reorganized Debtors or, if all of the
shares properly issued to the Entity and all of the Forfeited
Equity have been sold before the time the Entity becomes aware of
the fact, the Entity will return to the reorganized Debtors any
Forfeited Equity still held by that Entity and the proceeds
attributable to the sale of Forfeited Equity.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/).

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


DANA CORPORATION: Wants to Assume Toyota Motor Tooling Agreements
-----------------------------------------------------------------
Dana Corp. and its debtor-affiliates ask permission from the U.S.
Bankruptcy Court for the Southern District of New York to assume
the tooling agreements they entered into with Toyota Motor
Engineering & Manufacturing North America Inc.

The Debtors also ask the Court to establish the cure amounts to
be paid in connection with the assumption and assignment of the
Tooling Agreements.

The operation of the Debtors' structures division requires them
to purchase tooling for use in the manufacturing process to meet
specialized customer orders.  The structures division
manufactures vehicle frames.  For many of their major projects,
the Debtors are required to arrange for the manufacture of so-
called "customer paid tooling" by third parties that is sold to
them, and then resold to original equipment manufacturers.

                        The TEMA Agreements

The Debtors have arranged for a number of Tooling purchases with
respect to the production of frames for the Toyota Tundra light
truck and Toyota Sequoia sport-utility vehicle.  Accordingly, the
Debtors and Toyota Motor Engineering & Manufacturing North
America, Inc., are parties to certain agreements, which commit
Toyota to purchase more than $100,000,000 worth of Tooling from
the Debtors.

The TEMA Agreements include these Supplier Tooling Business Unit
Toyota Motor Engineering & Manufacturing Purchase Orders:

                               Amount of Version Dated  
      Purchase Order                 April 2006
      --------------           -----------------------
      NATOL-WT00607290               $28,094,423
      NATOL-WT00607300                 1,944,501
      NATOL-WT00607310                46,295,768

The amount Toyota pays under the TEMA Agreements exceeds the
amount the Debtors pay to third parties by nearly $5,000,000.  
The excess payments cover the Debtors' internal costs, including
costs incurred in overseeing and coordinating the Tooling
procurement process and in integrating the Tooling into Dana's
production processes, Corinne Ball, Esq., at Jones Day, in New
York, relates.

With respect to the Toyota Tundra light truck Program, the TEMA
Agreements are comprised of three purchase orders requiring
Toyota to pay $76,334,692, in the aggregate, Ms. Ball states.
As of Mar. 3, 2006, the Debtors have delivered to Toyota some of
the Tooling required for the Toyota Tundra Program.

With respect to the Toyota Sequoia sport-utility vehicle, the
TEMA Agreements are comprised of a commitment letter, where
Toyota agrees to purchase Tooling from the Debtors with a value
of at least $28,000,000.  As of Mar. 3, 2006, the Debtors have not
yet delivered any Tooling to Toyota in connection with the Toyota
Sequoia Program.

               The Third Party Tooling Agreements

To fulfill their obligations under the TEMA Agreements, the
Debtors entered into a number of agreements with Tooling
Suppliers for the manufacture of Tooling for both Toyota Tundra
and Toyota Sequoia Programs.  Certain of those agreements were
fully completed by the Tooling Supplier and are not likely to be
executory contracts because the Tooling Supplier has delivered
the Tooling to the Debtors as of Mar. 3, 2006, Ms. Ball says.

A list of the Third Party Tooling Agreements is available for
free at http://researcharchives.com/t/s?f8f

In May 2006, the Debtors sought and obtained the Court's
authority to pay the claims of several Tooling Suppliers to the
extent their claims were unpaid as of Mar. 3, 2006.  Other
third-party tooling agreements were not executed until after
Mar. 3, 2006.

                      August 2006 Agreement

To provide greater certainty relating to the programs in process
with the Debtors, Toyota asked the Debtors to negotiate the terms
of assumption of the TEMA and the Third Party Tooling Agreements,
Ms. Ball avers.  Toyota also asked the Debtors to negotiate the
terms of the Debtors' assumption and assignment of the Tooling
Agreements with Ogihara Corporation and Toyota Tsusho Corporation
to Toyota.  In return, Toyota offered to make certain valuable
concessions to the Debtors.

As a result of those negotiations, the parties entered into the
August 2006 Agreement with these salient terms:

   (a) The Debtors will assume the TEMA Agreements.  No amounts
       need to be paid to Toyota and no actions need be taken to
       cure any outstanding defaults by the Debtors under the
       TEMA Agreements;

   (b) Toyota agrees to a definitive and accelerated payment
       schedule under the TEMA Agreements;

   (c) Toyota has not yet committed to the terms or timing of any
       reimbursement of about $6,000,000 in costs that may be
       incurred by the Debtors.  The costs will be the subject of
       additional good faith negotiations between the parties;

   (d) The Debtors will pay certain amounts to tooling suppliers
       under the authority previously obtained through the
       Customer Paid Tooling Order, and Toyota will reimburse the
       Debtors for amounts so paid;

   (e) The Debtors will assume the Third Party Tooling
       Agreements;

   (f) The Debtors will perform under various purchase orders
       that were issued to toolmakers since Mar. 3, 2006 and
       issue certain new purchase orders to toolmakers;

   (g) The Debtors will assume and assign to Toyota the Japanese
       Tooling Agreements, and Toyota will pay any cure costs
       associated with that assumption and assignment.  The
       portion of the TEMA Agreements relating to tooling to be
       purchased under the Japanese Tooling Agreements will be
       terminated.

   (h) The Debtors will communicate with the various Tooling
       Suppliers and Japanese Toolmakers to seek confirmation
       that they have paid various amounts owed to the Suppliers.

The TEMA Agreements do not permit invoicing until certain
approvals were received, thus delaying reimbursement and required
the Debtors to pay the Tooling Suppliers before being reimbursed
by Toyota, Ms. Ball relates.

As of July 7, 2006, the Debtors have paid more than $50,000,000
to Tooling Suppliers, but have been paid less than $36,000,000 by
Toyota, Ms. Ball tells the Court.  Upon implementation of the
August 2006 Agreement, Toyota will make those payments to the
Debtors.

Ms. Ball asserts that by entering into the August 2006 Agreement,
the Debtors will:

   -- obtain a substantial cash flow benefit by avoiding costs
      relating to having to make out-of-pocket expenditures; and

   -- avoid the risk that Toyota later could determine that
      certain of the Tooling costs the Debtors incurred are not
      reimbursable.

Ms. Ball adds that the assumption of the Third Party Tooling
Agreements and the assumption and assignment of the Japanese
Tooling Agreements will:

   -- serve to prevent disruptions of the Debtors' business
      operations; and

   -- allay the Tooling Suppliers' fears by removing the risk
      that Tooling Suppliers and the Japanese Toolmakers will not
      be paid accordingly.

Nevertheless, the Debtors acknowledge that assumption of the
Tooling Agreements carries little downside for their estates.  
Ms. Ball explains that this is largely because of the "customer
paid" nature of the Tooling at issue.  The assumption of the
Third Party Tooling Agreements will unlikely result in any net
cash expenditure by the Debtors, as nearly every dollar paid to a
Tooling Supplier is to be reimbursed by Toyota to the Debtors
under the TEMA Agreements.

Pursuant to the August 2006 Agreement, Toyota commits to pay the
Debtors more than $110,000,000, more than 95% of the Debtors'
total costs, while leaving only an additional $6,000,000
remaining open to future negotiation.  In light of the nature of
these costs, the Debtors believe that they will be able to
demonstrate to Toyota that the additional costs are actual and
necessary and should be compensated.

The assumption and assignment of the Japanese Tooling Agreements
also takes the Debtors out of their "middleman" position between
Toyota and the Japanese Tooling Suppliers and at the same time,
allow the Debtors to continue to receive all of the benefits of
the agreements, Ms. Ball points out.

Moreover, the assumption of the Tooling Agreements is an
important step for the Debtors to help solidify their
relationship with Toyota, one of their key customers, Ms. Ball
contends.

                      About Dana Corporation

Toledo, OH-based Dana Corp. -- http://www.dana.com/-- designs and  
manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  The
company and its affiliates filed for chapter 11 protection on Mar.
3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  Corinne Ball, Esq.,
and Richard H. Engman, Esq., at Jones Day, in Manhattan and
Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black,
Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio,
represent the Debtors.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor and investment
banker.  Ted Stenger from AlixPartners serves as Dana's Chief
Restructuring Officer.  Thomas Moers Mayer, Esq., at Kramer Levin
Naftalis & Frankel LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $7.9 billion in assets and $6.8
billion in liabilities as of Sept. 30, 2005.  (Dana Corporation
Bankruptcy News, Issue No. 18; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/).

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


DEATH ROW: Chapter 11 Trustee Taps Kaye Scholer as Bankr. Counsel
-----------------------------------------------------------------
R. Todd Neilson, the Chapter 11 Trustee appointed in Death Row
Records Inc.'s bankruptcy case, asks the U.S. Bankruptcy Court for
the Central District of California in Los Angeles for permission
to retain Kaye Scholer LLP as his general bankruptcy counsel, nunc
pro tunc to July 19, 2006.

Kaye Scholer's responsibilities in this engagement will include:

     a) determining the viability of proposing and confirming a
        plan of reorganization;

     b) pursuing adversary proceedings where appropriate to avoid
        prepetition and postpetition preferential or fraudulent
        transfers and to recover estate property;

     c) prosecuting claims objections where appropriate to the
        extent that funds are generated for the estate;

     d) investigating the propriety of certain insider loans;

     e) analyzing the assets of the Debtor's estate; and

     f) performing services related to other legal matters as may
        arise in the administration of the Debtor's estate.

The attorneys currently designated to represent the Trustee and
their standard hourly rates include:

       Attorney                     Hourly Rate
       --------                     -----------
       Ronald L. Leibow, Esq.          $685
       Pater L. Haviland, Esq.         $650
       Rhonda R. Trotter, Esq.         $520
       Corrine J. Rebhun, Esq.,        $460                    

The hourly rates for the firm's other professionals are:

       Designation                  Hourly Rate
       -----------                  -----------
       Partners                     $535 - $750
       Counsel                      $495 - $775
       Associates                   $235 - $480
       Paraprofessionals            $100 - $195

To the best of the Trustee's knowledge, Kaye Scholer does not hold
or represent any interest adverse to the Debtor or the Estate and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

Kaye Scholer  -- http://www.kayescholer.com/-- is an  
international law firm with approximately 500 lawyers in eight
offices around the world.  The firm's global transaction and
litigation capability covers a multitude of practices in areas
including litigation, corporate, real estate, business
reorganization, wills and estates and tax.

Headquartered in Compton, California, Death Row Records Inc. --
http://www.deathrowrecords.net/-- is an independent record  
producer.  The company and its owner, Marion Knight, Jr., filed
for chapter 11 protection on April 4, 2006 (Bankr. C.D. Calif.
Case No. 06-11205 and 06-11187).  Daniel J. McCarthy, Esq., at
Hill, Farrer & Burrill, LLP, and Robert S. Altagen, Esq.,
represent the Debtors in their restructuring efforts.  R. Todd
Neilson serves as Chapter 11 Trustee for the Debtor's estate.  
When the Debtors filed for protection from their creditors, they
listed total assets of $1,500,000 and total debts of $119,794,000.


DELPHI CORP: Inks Fifth Amendment to $2 Billion DIP Credit Pact
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates have entered into a
Fifth Amendment to their $2 billion Amended and Restated Revolving
Credit, Term Loan and Guaranty Agreement with arranged by J.P.
Morgan Securities Inc. and Citigroup Global Markets, Inc.

The Fifth Amendment provides Delphi with additional time to
deliver the quarterly financial statements for the periods ended
March 31, 2006, and June 30, 2006.

The unaudited quarterly financial statements for the periods ended
March 31, 2006, and June 30, 2006, will be due no later than 60
days after the date on which the audited financial statements for
the year ended December 31, 2005, were delivered.

In a regulatory filing with the Securities and Exchange
Commission, Delphi said that its quarterly report on Form 10-Q for
the quarter ended June 30, 2006, could not be filed within the
prescribed time period because the company could not complete the
preparation of the required information without unreasonable
effort and expense.

Delphi had previously disclosed that once it files its Annual
Report on Form 10-K for the year ended December 31, 2005, it would
then begin preparing the Form 10-Q.  Delphi recently filed its
Form 10-K on July 11, 2006, and has begun preparing the Form 10-Q
for the quarters ended March 31, 2006 and June 30, 2006,
simultaneously.

Once the process is complete, Delphi intends to become current
again in its SEC filings.

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.


ELINEAR INC: Has Until August 31 to Comply with Amex Listing Rule
-----------------------------------------------------------------
eLinear, Inc. received a letter from the American Stock Exchange,
on July 31, 2006, indicating that the Company is in non-compliance
with the Exchange's continued listing standards of Section 1003 of
the AMEX Company Guide.

Specifically, AMEX noted the Company's failure to comply with
Section 1003(a)(i) of the AMEX Company Guide relating to
shareholders' equity of less than $2,000,000 and losses from
continuing operations or net losses in two out of three most
recent fiscal years and Section 1003(a)(ii) of the AMEX Company
Guide relating to shareholders' equity of less than $4,000,000 and
losses from continuing operations or net losses in three out of
its four most recent fiscal years.

The notice was based on a review by the AMEX of the Company's Form
10-QSB for the three months ended March 31, 2006.

The Company has been afforded the opportunity to submit a plan of
compliance to the AMEX by Aug. 31, 2006 advising AMEX of the
action the Company has taken, or will take, that would bring it
into compliance with the continued listing standards listed above
by June 30, 2007.  If AMEX accepts the plan, the Company may be
able to continue its listing during the plan period of up to ten
months, during which time the Company will be subject to periodic
review to determine whether it is making progress consistent with
the plan.  If AMEX does not accept the Company's plan, or even if
accepted, if the Company is not in compliance with the continued
listing standards at the end of the plan period or the Company
does not make progress consistent with the plan during such
period, then AMEX may initiate delisting proceedings.

On July 12, 2006, the Company signed a Letter of Intent to acquire
the operating assets of SweetWater Security Systems, LLC, a
Houston based provider of complex wireless video security systems
for Public Housing Projects throughout the Southeastern United
States.  In the transaction, it is contemplated that eLinear will
issue 25,000,000 shares of its common stock from authorized but
unissued shares for certain assets of SweetWater.  Those assets
consist of certain accounts receivable, equipment, inventory,
contractual agreements and up to $3 million in cash.  SweetWater
primarily operates in Louisiana, Mississippi, Alabama, and
Tennessee and has completed over $3 million in projects to date.  
The proposed transaction, if completed, will result in a
substantial increase in shareholders' equity.  This transaction is
scheduled for closing sometime in the fourth quarter and is
subject to shareholder approval.

Another critical factor affecting eLinear's capability to regain
compliance will be the achievement of one of the Company's main
goals of operating income profitability on a month-to-month basis
during 2006.

The Company is considering what other actions it may take to
regain compliance with the AMEX listing standards and intends to
submit a compliance plan to the AMEX Staff in a timely manner.

                       About eLinear, Inc.

Headquartered in Houston, Texas, eLinear, Inc. (AMEX: ELU) --
http://www.elinear.com/-- is a communications, security and
compliance company providing integrated technology solutions
including information and physical security, IP Telephony and
network and storage solutions infrastructure.  The Company's
customers are Fortune 2000 and small to medium sized business
organizations.  As of Dec. 31, 2005, eLinear had four wholly owned
subsidiaries, NetView Technologies, Inc., NewBridge Technologies,
Inc., TanSeco Systems, Inc. and UTEK Corporation and a 51%
interest in eLinear Middle East FZ, LLC.

At March 31, 2006, the company's balance sheet showed $6.8 million
in total assets and $10.1 million in total liabilities, resulting
in a $3.2 million stockholders' deficit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 26, 2006,
Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about eLinear, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring operating losses and need to raise
additional financing in order to satisfy its vendors and other
creditors and execute its business plan.


ELLENSTEIN STORES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Ellenstein Stores, Inc.
        dba Rogers Jewelers
        dba Starrs Jewelers
        fdba Michaels Jewelers
        330 Main Street
        Evansville, Indiana 47708

Bankruptcy Case No.: 06-70622

Type of Business: The Debtor sells jewelry through its
                  Rogers and Starrs retail outlets.  See
                  http://www.rogersjewelers.com/

Chapter 11 Petition Date: August 8, 2006

Court: Southern District of Indiana (Evansville)

Judge: Basil H. Lorch III

Debtor's Counsel: Paul T. Deignan, Esq.
                  Sommer Barnard, PC
                  1 Indiana Square, Suite 3500
                  Indianapolis, Indiana 46204
                  Tel: (317) 713-3500
                  Fax: (317) 713-3699

Total Assets: $6,352,604

Total Debts:  $7,216,362

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Romance Ring                  Trade Debt                $125,443
9256 Owensmouth Avenue
Chatsworth, CA 91311

Leer Gem                      Trade Debt                 $91,039
1 Rockefeller Plaza
New York, NY 10020

Seiko Time Corporation        Trade Debt                 $90,184
1111 MacArthur Boulevard
Mahwah, NJ 07430

Diamond Direct LLC            Trade Debt                 $88,723

EFD Inc                       Trade Debt                 $70,115

Multidev Technologies         Trade Debt                 $65,673

Honey Creek Mall              Rent                       $55,085
c/o Retail Leasing

Presentation Box & Displays   Supplier                   $53,000

Simon De Bartolo Group        Rent                       $52,193

Citizens Watch Company        Trade Debt                 $43,739

BKD LLP                       Accounting Services        $35,627

International Import Corp.    Trade Debt                 $34,566

Kentucky Oaks Mall            Rent                       $28,432

Northbrook Shopping Center    Rent                       $26,467

Oswald Communications Inc.    Advertising                $24,592

Greenwood Mall                Rent                       $24,330

Nelson Jewelry                Trade Debt                 $23,614

Towne Square Mall             Rent                       $22,210

Northwest Imports             Trade Debt                 $20,329

Star Ring, Inc                Trade Debt                 $18,381


EMERSON TRAILERS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Emerson Trailers, Inc.
        740 E. Alfred Drive
        Lake Alfred, Florida 33850

Bankruptcy Case No.: 06-04142

Type of Business: The Debtor sells utility trailers.

Chapter 11 Petition Date: August 11, 2006

Court: Middle District of Florida (Tampa)

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

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
   ------                     ---------------       ------------
Center State Bank             Bank Debt                 $269,957
1101 First Street South
Winter Haven, FL 33880-3902

Quality Trailer Products      Trade Debt                $256,153
of Ocala
P.O. Box 847063
Dallas, TX 75284-7063

Infra-Metals                  Trade Debt                $244,165
5208 24th Avenue South
Tampa, FL 33619

Palm Harbor Logistics Group   Trade Debt                $202,125
10133 Miracle Lane
N.P. Richey, FL 34654

Carlisle Tire & Wheel         Trade Debt                $193,177
P.O. Box 905768
Charlotte, NC 28290-5768

Porter Paint                  Trade Debt                 $50,085

Florida Hydraulic Industrial  Trade Debt                 $49,917
Co.

Universal Forrest Products    Trade Debt                 $36,775

Fidelity Bank                 Trade Debt                 $31,587

Airgas South                  Trade Debt                 $29,945

American Battery Company      Trade Debt                 $19,162

Sale Insurance                                           $15,585

Ledra Holding                                            $13,133

NT of America                                            $12,607

Niles Expanded Metals         Trade Debt                  $8,702

Webb Bolt & Nut               Trade Debt                  $8,107

Expanded Solutions            Trade Debt                  $8,079

Home Depot                    Trade Debt                  $8,039

Interstate Chemical Company   Trade Debt                  $7,279

MTSPC, Inc.                                               $7,213


EMISPHERE TECH: March 31 Balance Sheet Upside-Down by $26 Million
-----------------------------------------------------------------
At March 31, 2006, Emisphere Technologies, Inc. reported a  
$26,267,000 total stockholders' deficit resulting from total
assets of $12,743,000 and total liabilities of $39,010,000.

The Company's balance sheet also showed a negative working capital
with $4,937,000 in total current assets and $15,844,000 in total
current liabilities.

For the three months ended March 31, 2006, the Company incurred
a $26,836,000 net loss out of $1,696,000 in revenues.

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

               http://researcharchives.com/t/s?ca7

                       Going Concern Doubt

PricewaterhouseCoopers LLP expressed substantial doubt about
Emisphere Technologies, Inc.'s ability to continue as a going
concern after auditing the Company's financial statements for the
years ended December 31, 2005, 2004 and 2003.  The auditing firm
pointed to the Company's sustained operating losses, limited
capital resources and significant future commitments.

Headquartered in Tarrytown, New York, Emisphere Technologies, Inc.
(Nasdaq: EMIS) -- http://www.emisphere.com/-- is a  
biopharmaceutical company which develops oral forms of injectable
drugs.


ENTERGY NEW ORLEANS: Plan Filing Period Continued Until Sept. 18
----------------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana rules that Entergy New Orleans,
Inc.'s request to extend the period by which it has the exclusive
right to file a plan of reorganization until Dec. 19, 2006, and
the period to solicit and obtain acceptance of that plan until
Feb. 15, 2007, cannot be heard until Sept. 18, 2006, due to the
Court's calendar.

Judge Brown orders that the Court's previously ordered extension
until August 21, 2006, for ENOI to exclusively file a plan is
continued until the September 18 hearing.

R. Patrick Vance, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in New Orleans, Louisiana, tells the
Court that the largest obstacle facing the Debtor in its efforts
to formulate and negotiate a plan of reorganization is that key
unresolved contingencies continue to obscure the Debtor's
financial future.  One critical unresolved contingency is whether
the Debtor will receive financial assistance in the form
Community Development Block Grants, Mr. Vance says.  

Without receipt of CDBG funds, the Debtor's financial strength
will be weakened and additional rate relief will be needed.  ENOI
hopes to know whether it will receive CDBG money in December
2006, but until then, filing a plan without approval of the CDBG
funds would require erroneous assumptions and speculation that
could be dangerous for ENOI.

Mr. Vance relates that among other unresolved contingencies is
whether the Council for the City of New Orleans will render a
decision with respect to ENOI's formula rate plan filings and
determination on ENOI's storm cost recovery riders and storm
reserve rider applications during the requested extended
exclusivity periods.  Additionally, the Debtor's recoverable
losses through insurance will become clearer over the next few
months and it should be in a better position to predict when the
recoveries will be realized.

The Debtor prefers to resolve most of the unresolved contingencies
before formulating and filing a meaningful plan of reorganization,
Mr. Vance says.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


ENTERGY NEW ORLEANS: Wants United National & Norco Pact Approved
----------------------------------------------------------------
In the normal operation of Entergy New Orleans, Inc.'s business,
minor claims for personal injuries and property damage occur from
time to time, R. Patrick Vance, Esq., at Jones, Walker, Waechter,
Poitevent, Carrere & Denegre, LLP, in New Orleans, Louisiana,
relates.

Norco Construction, Inc., provided ENOI labor for its gas
department.  The contract between Norco and ENOI had a defense and
indemnification clause whereby Norco, through its insurer, United
National Insurance Company, would defend and indemnify ENOI from
any claims as a result of work provided by Norco.  Pursuant to its
contract, Norco provided a defense and indemnity for ENOI.

On December 20, 1993, a gas explosion and fire occurred on at a
duplex residence at 334 West Robert E. Lee Boulevard in New
Orleans, Louisiana.  State Farm Fire & Casualty Company, which
insured the owner of the complex, asserted a subrogation claim for
all sums paid under its policy.

State Farm filed a suit in the Civil District Court for the Parish
of New Orleans against ENOI, Norco and United National arising out
of the accident at the duplex residence.  The case is State Farm
vs. Sewerage Board of New Orleans, et al., Case No. 94-1079.

Following negotiations, ENOI, Norco and United National agree to
settle the State Farm lawsuit for $162,500, payment of which is to
be made entirely by Norco's insurer, United National.  ENOI,
pursuant to its contract with Norco, will not be responsible for
any portion of the settlement payment.

Out of an abundance of caution, ENOI seeks the U.S. Bankruptcy
Court for the Eastern District of Louisiana's authority to enter
into the settlement.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 21; Bankruptcy Creditors' Service, Inc., 215/945-7000)


FTD INC: Resolves False Claims Lawsuit Against Provide Commerce
---------------------------------------------------------------
FTD, Inc., have resolved the false advertising and unfair
competition claims each asserted against each other in a lawsuit
initially filed by the Company against Provide Commerce in August
2005.

In the settlement, neither party admitted to the allegations
contained in the claims brought against each other and no money
will be paid by either side.  The settlement includes a compromise
in which FTD agreed to dismiss a separate trademark action brought
against Provide Commerce, and in return Provide Commerce agreed to
make certain modifications to future advertising.  The parties
also mutually agreed to abide by certain other guidelines in their
advertising after December 31, 2006.

                    About Provide Commerce

Provide Commerce(SM) operates an e-commerce for perishable
goods that consistently delivers products direct from the supplier
to the customer.  The Company launched its marketplace in 1998 to
sell and deliver fresh cut flowers for everyday and special
occasions.  Also, it offers fresh fruit, delectable sweets and
premium meat direct from the supplier through its Gourmet Food
Business Unit.

                       About FTD Group

FTD Group, Inc. provides of floral products to consumers and
retail florists, as well as other retail locations offering floral
products, in the U.S., Canada and the U.K.  The company's business
is supported by the FTD and Interflora brands.  

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 11, 2006,
Moody's Investors Service assigned a Ba3 rating to the new senior
secured term loan of FTD, Inc. and affirmed other ratings.  The
outlook remains positive.

Moody's assigned its Ba3 rating on the Company's $75 million
Senior Secured Revolving Credit Facility maturing 2012 at Ba3.
Moody's also affirmed its Ba3 rating on the Company's $150 million
Senior Secured Term Loan B maturing 2013; B1 Corporate family
rating; and B3 rating on the Company's Senior subordinated notes.


GENTA INC: Incurs $9.8 Million Net Loss in First Quarter 2006
-------------------------------------------------------------
For the three months ended March 31, 2006, Genta Incorporated
reported a $9,895,000 net loss out of $67,000 in total revenues.  
       
The Company's balance sheet at March 31, 2006 showed a total
stockholders' equity of $44,173,000 resulting from total assets of
$52,485,000 and total liabilities of $8,312,000.

The Company's balance sheet also showed $48,809,000 in total
current assets and $8,312,000 in total current liabilities.

A full-text copy of the Company's financial report for the quarter
ended March 31, 2006 is available for free at:
          
               http://researcharchives.com/t/s?ca8

                       Going Concern Doubt

Deloitte & Touche LLP expressed substantial doubt about Genta
Incorporated's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
December 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses and negative cash flows.

Based in Berkeley Heights, New Jersey, Genta Incorporated --
http://www.genta.com/-- is a biopharmaceutical company which
focuses on the treatment of patients with cancer.


GREENPARK GROUP: Wants Gary Miura to Provide Tax-Related Services
-----------------------------------------------------------------
GreenPark Group LLC and California/Nevada Developments LLC ask the
U.S. Bankruptcy Court for the Central District of California for
permission to employ Gary C. Miura as their tax accountant.

Mr. Miura will:

   a) prepare 2005 federal and applicable state limited liability
      company tax returns; and

   b) perform additional accounting functions and render
      additional accounting services as the Debtors and their
      general insolvency counsel deem necessary and appropriate in
      connection with the administration of the Debtors' chapter
      11 cases.

Mr. Miura discloses that his current hourly rate is $165.  Mr.
Miura estimates that the charge for preparation of the 2005 tax
returns will be in the range from $18,000 to $21,000, plus out-of-
pocket expenses.

Mr. Miura has received a $21,000 prepetition retainer from the
Debtors.

Mr. Miura assures the Court that he does not represent any
interest adverse to the Debtor, its estate or its creditors.

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


HAGERMAN FARMS: Case Summary & Five Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Hagerman Farms, Inc.
        4600 North 600 East
        Buhl, Idaho 83316

Bankruptcy Case No.: 06-40389

Type of Business: Michael L. Larson and Beth A. Larson, officers
                  of the Debtor, filed for chapter 11 protection
                  on May 15, 2006 (Bankr. D. Idaho Case No.
                  06-40172).

Chapter 11 Petition Date: August 10, 2006

Court: District of Idaho (Twin Falls)

Judge: Jim D. Pappas

Debtor's Counsel: Howard R. Foley, Esq.
                  Foley Freeman Borton, PLLC
                  P.O. Box 10
                  Meridian, Idaho 83680
                  Tel: (208) 888-9111
                  Fax: (208) 888-5130

Total Assets: $1,704,529

Total Debts:  $2,707,438

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
John R. Davis                 1,400 Acres of            $650,000
521 University Drive          Farm Ground
Pocatello, ID 83201           Value of Security:
                              $1,700,000
                              Senior Lien:
                              $1,400,000

Farrell J. Jones              1,400 Acres of            $650,000
204 Valley View Drive         Farm Ground
Pocatello, ID 83204           Value of Security:
                              $1,700,000
                              Senior Lien:
                              $1,400,000

Farm Plan                     Trade Debt -                $7,200
P.O. Box 5328                 Farm Chemical
Madison, WI 53705-0328

Napa Auto Parts               Trade Debts -                 $150
P.O. Box 1425                 Parts
Twin Falls, ID 83303-1425

Jack Tire Twin Falls          Trade Debt -                   $88
P.O. Box 6337                 Service & Repair
Logan, UT 84341


HART GALLERIES: Case Summary & 20 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Hart Galleries, Inc.
        2301 South Voss Road
        Houston, Texas 77057

Bankruptcy Case No.: 06-33923

Type of Business: The Debtor operates a fine and decorative
                  arts facility and buys and sells antique
                  and pre-owned furnishings, paintings and
                  decorative arts.  See
                  http://www.hartgalleries.com/

Chapter 11 Petition Date: August 11, 2006

Court: Southern District of Texas (Houston)

Judge: Jeff Bohm

Debtor's Counsel: Richard L Fuqua, II, Esq.
                  Fuqua & Keim
                  2777 Allen Parkway, Suite 480
                  Houston, Texas 77019
                  Tel: (713) 960-0277
                  Fax: (713) 960-0277

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Nouri Oriental Rugs #1                               $298,347
   6524 San Felipe #195
   Houston, TX 77057

   Nouri Oriental Rugs #2                               $232,034
   6524 San Felipe #195
   Houston, TX 77057

   Eliko Oriental Rugs                                  $164,815
   102 Madison Avenue 4th Floor
   New York, NY 10016

   Royal Antiques                                       $119,667

   Houston Oriental Rugs                                $105,057

   Harounian Rugs Int.                                  $103,448

   Choate, Calanne D.                                    $94,500

   DGB                                                   $91,075
   Attn: David Greenberg

   Cemex, Inc.                                           $81,617

   Hartmann Estate                                       $53,030

   Nouri Oriental Rugs #3                                $47,516

   Galloway, Jan                                         $44,700

   Reidy, Mrs. Thomas P.                                 $41,200

   Smith, Harry K. Estate                                $38,393

   Pickett, Richard                                      $37,506

   Antique Gems                                          $36,788

   RJM Jewelry                                           $33,402

   Comerica Bank                                         $30,900

   Worth, Jacqueline E.P. Trust                          $29,713

   Avis USA Diamond, Ltd.                                $27,555


HCA INC: Moody's Says Leveraged Buyout May Result in Downgrade
--------------------------------------------------------------
In connection with its rating review for possible downgrade
of HCA, Inc., Moody's Investors Service said that the proposed
financing of the leveraged buyout of HCA could result in a
downgrade of the Corporate Family Rating as low as the mid
single B rating category.

Moody's preliminary view is based on information HCA recently
filed with the SEC that includes discussion about the amounts and
types of financing that could be used to close the proposed
transaction. Moody's notes that the ultimate financing for the
transaction could differ from that disclosed and, therefore, will
maintain the current HCA ratings, which were placed on review for
possible downgrade on July 24, 2006, until such financing becomes
certain.

The potential for a multiple notch downgrade of the Corporate
Family Rating reflects the significant increase in financial
leverage expected to result from the proposed transaction. Based
on the information provided in the SEC filings, Moody's estimates
that the pro forma adjusted debt to adjusted EBITDA would exceed
6.7 times for the twelve months ended June 30, 2006. Additionally,
the pro forma interest coverage, measured as the ratio of adjusted
EBITDA less capital expenditures to estimated interest expense,
would be relatively weak at just over 1.0 time for the twelve
months ended June 30, 2006. Financial leverage of this magnitude
would be expected to result in a significant decrease in financial
flexibility in a period in which the acute care hospital sector
faces challenges from weak volume trends and increasing exposure
to uninsured and under-insured patients.

"The financing plan disclosed in the SEC filing calls for a
significant amount of new secured debt that will have a priority
claim over HCA's existing unsecured, unguaranteed notes," said
Dean Diaz, Vice President, Senior Analyst.

The transaction is still subject to shareholder approval, Hart-
Scott-Rodino Antitrust provisions and customary closing
conditions. Additionally, alternative proposals may still be
solicited by the company under the terms of the agreement. Moody's
will therefore continue its review of HCA's existing ratings and
may undertake interim rating actions as more information becomes
available.

HCA, Inc. is a holding company that owns and operates hospitals
and related health care entities through various affiliates. At
June 30, 2006, HCA owned and operated 176 hospitals, 92
freestanding surgery centers and facilities that provide extensive
outpatient and ancillary services.


HEALTHSOUTH CORP: June 30 Balance Sheet Upside-Down by $2 Billion
-----------------------------------------------------------------
HealthSouth Corporation filed its quarterly financial statements
on Form 10-Q for the period ended June 30, 2006 with the
Securities and Exchange Commission.

The Company reported a pretax loss from continuing operations in
the second quarter of $28.9 million, an improvement of $17 million
over the second quarter 2005 pretax loss from continuing
operations of $45.9 million.

Revenues for the second quarter were $787.5 million, a 3.8%
decline from the same quarter a year ago.  The revenue decline is
a result of:

   (i) the continued negative impact of the 75% Rule and negative    
       pricing in the Inpatient Division;

  (ii) facility closures (which do not qualify as discontinued
       operations) primarily in the Outpatient, Surgery, and
       Diagnostic Divisions; and

(iii) three surgery center facilities that became equity method
       investments rather than consolidated entities.

"Overall, I'm encouraged by the progress we made in the second
quarter," said HealthSouth President and CEO Jay Grinney.  "We saw
improved results from the prior year and our development pipeline
indicates there are excellent growth opportunities in the post-
acute, surgery and outpatient segments.  Additionally, our
Diagnostic Division is stabilizing and we believe there will be
strong interest in these assets when we begin marketing them later
this year."

However, Mr. Grinney disclosed that he received four inquiries
from private equity firms on the planned sale of its surgery and
outpatient units to cut debt, according to Bloomberg.

                       Inpatient Division

Revenue in the Inpatient Division was lower by $7.8 million or
1.7% from declining volumes as a result of the continued
implementation of the 75% Rule and negative Medicare pricing
pressure.

In August 2006, the division signed a letter of intent to partner
with TMC Healthcare in Tucson, Arizona to provide rehabilitation
services and concluded its non-U.S. operations with the sale of
its Australian facility, Cedar Court Rehabilitation Hospital.

                    Surgery Centers Division

The Surgery Centers Division revenue decline in the second quarter
is an improvement over the first quarter 2006 performance where
this division experienced a 6.7% decline.  The decline in the
quarter was $6.7 million or 3.4% with the majority of the decrease
the result of three surgery centers that became equity method
investments rather than consolidated entities after the second
quarter of 2005 and the closure of seven facilities that did not
qualify as discontinued operations.

                       Outpatient Division

The Outpatient Division experienced a decline in revenues of
$12.8 million in the second quarter as a result of continued
competition, closures of underperforming facilities and the annual
per-beneficiary limitation on Medicare outpatient therapy
services.

In July 2006, the division completed a transaction to acquire the
assets of Hurrle Orthopaedic Physical Therapy, P.C. in
Indianapolis, Indiana.

                       Diagnostic Division

The Diagnostic Division, which is not considered part of the
Company's core business, experienced a decline in revenues of
$5.6 million or 9.8% less than the second quarter a year ago due
to competitive pressures and the closure of underperforming
facilities that did not qualify as discontinued operations.

                   Cash Flow and Balance Sheet

Cash and cash equivalents were $53.9 million at June 30, 2006.
Total debt was $3.334 billion.  Payments on government and
litigation were $56.2 million and capital expenditures were
$43.2 million in six months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed a
stockholders' deficit of $2,019,789,000, compared to a deficit of
$1,540,721,000 at Dec. 31, 2005.

                        About HealthSouth

Headquartered in Birmingham, Alabama, HealthSouth Corporation
(OTC Pink Sheets: HLSH) -- http://www.healthsouth.com/--  
provides outpatient surgery, diagnostic imaging and rehabilitative
healthcare services, operating facilities nationwide.

                        *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Standard & Poor's Ratings Services assigned its 'CCC+' rating to
HealthSouth Corp.'s $1 billion of floating-rate senior unsecured
notes due 2014 and fixed-rate senior unsecured notes due 2016.

At the same time, existing ratings on HealthSouth, including the
'B' corporate credit rating, were affirmed.  The rating outlook is
stable.

Moody's placed HealthSouth's debt and corporate family ratings
at B2 and B3 respectively.  The ratings were placed on April 18,
2006, with a stable outlook.


HINES HORTICULTURE: Inks Amendment and Limited Waiver with Lender
-----------------------------------------------------------------
Hines Horticulture, Inc., disclosed that on June 30, 2006, it was
not in compliance with its minimum fixed charge coverage ratio
covenant under its Senior Credit Facility due to the decline in
sales during the second quarter.

The Company, on August 8, 2006, negotiated and entered into the
Third Amendment and Limited Waiver to the Credit Agreement dated
as of September 30, 2003.  The Amendment waives the required
minimum fixed charge coverage ratio for the periods ended
June 30, 2006 and September 30, 2006.  The Amendment also
established a reduction in the aggregate revolving loan commitment
under the credit facility from $120 million to $100 million and
instituted a maximum revolving utilization restriction.  The
Amendment also increased the interest rate spread by 25 basis
points on outstanding prime and LIBOR borrowings, increased unused
line fees and established new fixed charge covenant ratios
beginning in the fourth quarter of 2006.  It also required the
Company to generate a minimum amount of aggregate proceeds from
the sale of certain assets by no later than December 31, 2006.

The Company's Board of Directors, on August 8, 2006, approved the
sale of its four color nursery facilities in the Northeast and
certain assets in Miami, Florida, to comply with the requirements
in the Amendment.

Based in Irvine, California, Hines Horticulture Inc. (NASDAQ:
HORT) -- http://www.hineshorticulture.com/-- operates commercial  
nurseries in North America, producing a broad assortment of
container grown plants.  Hines Horticulture sells nursery products
primarily to the retail segment, which includes premium
independent garden centers, as well as leading home centers and
mass merchandisers, such as Home Depot, Lowe's and Wal-Mart.


IIRSA NORTE: S&P Rates $213 Million 8.75% Senior Notes at BB
------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to
IIRSA Norte Finance Ltd.'s $213 million 8.75% senior secured notes
due 2024.

The 'BB' rating is based on these factors:

    -- The sound legal and financial structure of the transaction,
       which includes a true sale of the underlying assets;

    -- The unconditional and irrevocable payment obligation of the
       government of Peru under the certificados de reconocimiento
       de derechos del pago anual por obras;

    -- An irrevocable $60 million partial credit guarantee
       provided by the Inter-American Development Bank to cover
       any unpaid amounts by the GOP on the outstanding CRPAOs
       (certificates issued by the GOP), which complies with
       Standard & Poor's multiple-credit-dependent obligation
       criteria;

    -- The credit-linked notes, which are subject to the credit
       risk of Peru and Morgan Stanley;

    -- The 'BB' rating of the GOP;

    -- The 'A+' rating of Morgan Stanley;

    -- The 'AAA' rating assigned to the IDB; and

    -- An expense reserve account that initially will have an
       amount equal to $1.083 million to cover maintenance
       expenses on the securities, including a semiannual payment
       of the IDB's partial guarantee fees.

The 'BB' rating also addresses the timely payment of principal and
interest when due.


IIRSA NORTE: Toll Road Concession Prompts Fitch's BB Rating
-----------------------------------------------------------
Fitch Ratings has assigned a 'BB' rating to IIRSA Norte Finance
Limited, a Peruvian securitization of government payment
obligations in connection with a toll road concession.

The $213 million in transaction proceeds will be used to cover the
costs of expansion and improvements on IIRSA Amazonas Norte, a 960
kilometer network of existing toll roads in northern Peru.  The
transaction also benefits from a $60 million partial guarantee
provided by the Inter-American Development Bank.

Upon completion, the road is not expected to generate sufficient
revenues to cover its construction costs.  In lieu of strong toll
revenue, the government of Peru compensates the concessionaire for
construction progress with annual payments in U.S. dollars
(Certificados de Reconocimiento de Pago Annual de Obras [CRPAOs])
prorated to the advance of works.  This transaction will be a
securitization of the CRPAOs.  CRPAOs delivered from the GOP to
the concessionaire will be sold to the issuer.  Once generated,
CRPAOs are not subject to any condition or performance obligation
relating to the concession agreement.  Noteholders are not exposed
to construction risk.

Cash flow to maintain timely debt service on the transaction will
depend on the GOP's continued payment on CRPAOs.  While CRPAOs are
backed by the full faith and credit of the GOP, on a stand-alone
basis, CRPAOs would not receive the same rating as Fitch rated
dollar-denominated sovereign obligations.  The expected rating of
the notes reflects the strength of the underlying CRPAO payments
and the enhanced recovery in the event of default derived from the
PG provided by the IDB.


INTRAWEST CORP: Moody's Holds Low-B Ratings with Negative Outlook
-----------------------------------------------------------------
Moody's Investors Service affirmed all ratings of Intrawest
Corporation including its B1 senior unsecured debt ratings and Ba3
corporate family rating.  In addition, Moody's changed the outlook
to negative from developing.

The change in outlook was prompted by Intrawest's recent
announcement that it has entered into a definitive agreement under
which it will be acquired by funds managed by affiliates of
Fortress Investment Group, LLC for an estimated purchase price of
$2.8 billion, including existing debt.  The transaction is
expected to close in the third quarter of 2006.

The negative outlook reflects the uncertainty as to the timing
of the transaction and the ultimate capital structure.  Under
Intrawest's current notes agreement, in the event of a change in
control triggering event, as defined, Intrawest would be required
to offer to purchase all outstanding notes.  In the event all
rated debt is tendered for as part of the transaction the notes
ratings and corporate family rating would likely be withdrawn.

Intrawest operates ten mountain ski resorts in North America, six
in the United States and four in Canada.  The company also owns,
develops, and manages residential and commercial in areas
adjoining its resorts. Additionally, the company owns Abercrombie
& Kent Group a luxury travel company, as well as a resort
community and golf course in Florida, a golf course in Arizona,
and Alpine Helicopter Ltd. a Canadian helicopter skiing and hiking
company.


INTRAWEST CORP: Fortress Merger Deal Cues S&P's Negative Watch
--------------------------------------------------------------
Standard & Poor's Ratings Services revised its CreditWatch
implications on resort operator Intrawest Corp., including the
'BB-' long-term corporate credit rating, to developing from
negative, where the ratings were placed March 1, 2006.  The
revision follows the company's announcement that it agreed to be
acquired, in an all-cash equity offer, by Fortress Investment
Group LLC.  Vancouver, British Columbia-based Intrawest has about
$682 million in unsecured debentures outstanding.

Developing implications suggest that ratings could be affected
either positively or negatively, depending on whether a
transaction ultimately occurs.  An example of an event that would
have a positive impact would be the early redemption of the bonds
following the purchase of Intrawest by Fortress.  An example of an
event that would have a negative effect would be if Intrawest were
to adopt a more aggressive financial profile to accommodate
shareholder expectations should the transaction not succeed.

"In resolving the CreditWatch, we will continue to monitor
developments within Intrawest as they become publicly available,"
said Standard & Poor's credit analyst Christian Green.  "As the
company may not provide ongoing guidance relative to its progress,
we might decide to resolve the CreditWatch listing at a later date
if it appears a transaction is unlikely," Mr. Green added.


J.P. MORGAN: S&P Holds Low-B Ratings on Class F & G Certificates
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings on eight
classes of J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s commercial mortgage pass-through certificates from series
2001-A.

The affirmed ratings reflect credit enhancement levels that
provide adequate support through various stress scenarios.  The
ratings are constrained by concerns regarding the largest loan in
the pool.  Additionally, this transaction contains "kick-out"
loans that were removed from prior securitizations.  

As of the remittance report dated July 17, 2006, the trust
collateral consisted of 17 mortgage loans with an outstanding
principal balance of $83.3 million, down from 25 loans totaling
$113.8 million at issuance.  The master servicer, Capmark Finance
Inc., reported primarily year-end 2005 financial information for
100% of the pool.  Based on this information, Standard & Poor's
calculated a weighted average debt service coverage ratio (DSCR)
of 1.13x for the pool, down from 1.49x at issuance.  To date, the
trust has experienced three losses representing 5.1% of the
initial pool balance.  Additionally, two loans totaling $5.4
million (6.5%) have been defeased.

The top 10 loan exposures secured by real estate have a balance of
$72.1 million (86.6%). Year-end 2005 financial information was
available for seven of the top 10 loans.  Based on this
information, Standard & Poor's calculated a weighted average DSCR
of 1.19x, down from 1.53x at issuance.  Five of the top 10 loans
have DSCRs significantly below issuance levels, and seven are on
the master servicer's watchlist and are discussed below.  In
addition, two of the top 10 loans have expected maturities in the
second half of 2007.  Standard & Poor's reviewed the property
inspection reports obtained from Capmark, and all properties but
two were said to be in "good" condition.  There were no loans with
the special servicer, also Capmark.

The master servicer reported nine loans totaling $60.7 million
(72.9%) on the watchlist.  Southgate USA, the largest loan
exposure, has a current balance of $23 million (27.6%) and is
secured by a mortgage on a 795,500-sq.-ft. community shopping
center in Maple Heights, Ohio, a submarket of Cleveland.  The loan
was placed on the watchlist due to a significant decrease in the
DSCR, to 0.71x at year-end 2005 from 1.36x at issuance, resulting
from high vacancy rates and increased operating expenses.
Occupancy stood at 69% as of May 17, 2006.  The anchor tenant is
Home Depot, with 15% of the space leased through January 2024. The
remaining leases largely roll in 2008 and 2009.  The property,
which was built in 1954 and renovated in 1999, faces competition
from recently built retail projects.  One new retail project under
construction will include a Super Wal-Mart and a Lowe's store.  As
such, these new retail projects have drawn tenants from Southgate
and are expected to continue to do so.  Should the loan default, a
negative rating action is likely.

The second-largest loan exposure, Country Fair Mall, has an
outstanding balance of $11.4 million (13.7%) and is secured by a
one-story, 261,100-sq.-ft. regional retail mall in Woodland,
Calif.  The loan is on the watchlist due to a low DSCR of 1.10x as
of year-end 2004, compared with 1.32x at issuance.  The drop in
DSCR is attributable to increased operating expenses.  The
property was 90% occupied as of March 31, 2006.

The third-largest loan exposure, the Crossing Center portfolio,
has a current balance of $6.6 million (7.9%) and is secured by two
class B suburban office parks totaling 160,800 sq. ft.  The
properties are situated in Norcross, Georgia, 17 miles northeast
of Atlanta. Capmark placed this loan on the watchlist due to a low
third-quarter 2005 DSCR of 0.42x, which compares with 1.86x at
issuance.  The decline in the DSCR is due to high vacancy rates
and increased operating expenses.  Combined occupancy was 67% as
of April 5, 2006.

Southside Gardens, secured by a 115-bed independent senior
housing/assisted living facility in Baton Rouge, Louisiana, is the
fifth-largest loan exposure and has an outstanding balance of $5.6
million (6.7%).  Occupancy is currently 100%.  The loan is on the
watchlist due to a decrease in the DSCR below its threshold.  At
March 31, 2006, the DSCR was 1.14x, down from 1.31x at year-end
2005 and 1.29x at issuance.  The decrease is due to increased
operating expenses.   

The sixth-largest loan exposure, Jewelry Center, has a current
balance of $4.9 million (5.9%) and is secured by a 12-story,
108,500-sq.-ft. mixed-use retail/industrial property in Los
Angeles, California.  The low 0.81x DSCR at year-end 2005 is
primarily attributable to high vacancy rates and compares with
2.20x at issuance.  Reported occupancy was 70% as of Jan. 19,
2006, a significant decline from 98% in 2003.   

A 24,500-sq.-ft. retail center in Kissimmee, Florida, secures
Holiday Trail Plaza, the seventh-largest loan exposure with a
current balance of $4.5 million (5.4%).  Reported occupancy was
100% as of March 28, 2006.  The loan was placed on the watchlist
due to a decline in the DSCR to 0.88x for the three months ended
Dec. 31, 2005, from 1.39x as of Dec. 31, 2004, and 1.27x at
issuance.  According to the master servicer, the decline in DSCR
can be attributed to a financial reporting error; revised
operating statements received from Capmark showed a DSCR of 1.39x
for the three months ended Dec. 31, 2005.  As such, the master
servicer is investigating whether the loan should be removed from
the watchlist next month.

The Independent Quality Care portfolio, the 10th-largest loan
exposure, has an outstanding balance of $2.3 million (2.7%) and is
secured by two assisted living facilities.  One of the facilities
contains 45 beds and is located in San Bruno, California, and the
other has 56 beds and is located in Castro Valley, California
Combined occupancy was 89% as of April 30, 2006.  The loan had a
DSCR of 1.94x as of Jan. 31, 2006, compared with 1.61x at
issuance.  The master servicer has stated that it placed the loan
on the watchlist because occupancy for January 2006 was calculated
erroneously at 59%.  As such, Capmark is evaluating whether the
loan should be taken off the watchlist next month.

The remaining loans are on the watchlist due to low DSCRs.

Standard & Poor's stressed various assets in the mortgage pool,
including those on the watchlist, as part of its analysis.  The
resultant credit enhancement levels adequately support the
affirmed ratings.
   
                       Ratings Affirmed
   
       J.P. Morgan Chase Commercial Mortgage Securities Corp.
    Commercial mortgage pass-through certificates series 2001-A
   
              Class    Rating   Credit enhancement(%)
              -----    ------   ---------------------
              A-2      AAA             60.65
              B        AA+             52.45
              C        A+              43.23
              D        BBB             30.24
              E        BBB-            26.14
              F        BB              19.99
              G        B-              10.60
              X        AAA              N/A
   
                     N/A - Not applicable


KENTUCKY GOLD: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Kentucky Gold II, Inc.
        12900 34th Street North
        Clearwater, Florida 33762

Bankruptcy Case No.: 06-04089

Type of Business: The Debtor operates a powder coating job shop
                  that provides powder coating services for a
                  broad area of manufacturers, contractors and
                  individual business entities.

Chapter 11 Petition Date: August 10, 2006

Court: Middle District of Florida (Tampa)

Judge: K. Rodney May

Debtor's Counsel: Douglas N. Menchise, Esq.
                  Douglas N. Menchise, P.A.
                  300 Turner Street
                  Clearwater, Florida 33756
                  Tel: (727) 442-2186
                  Fax: (727) 461-2096

Total Assets: $561,080

Total Debts:  $1,299,061

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
AFS Metal Fabricators, Inc.   Blanket lien all          $300,000
nka JJ&D Paint Stripping Inc  assets
1015 Harbor Lake Drive        Value of Security:
Safety Harbor, FL 34695       $561,080
                              Senior Lien:
                              $451,068

Infinite Energy, Inc.                                    $37,118
P.O. Box 31514
Tampa, FL 33631-3514

TECO Gas Services                                        $35,348
P.O. Box 31017
Tampa, FL 33631-3017

Synovus Bank                                             $30,000

GE Capital                    Lease of oven              $27,820

Jim-Joe Enterprises, Inc.                                $26,658

Lazzari & Company, P.A.                                  $26,050

Chempoint                                                $12,150

Tiger Drylac U.S.A., Inc.                                $12,010

Randstad                                                  $8,983

FL Dept. of Revenue           Sales tax                   $8,004

Citicorp Leasing Inc.         Lease of Mitsubishi         $6,859
                              forklift

Verizon Directories Corp.                                 $6,453

Progress Energy                                           $5,171

TCI Powder Coating, Inc.                                  $4,023

Crosslink                                                 $3,564

Tax Collector                 2005 tangible               $3,371
Pinellas City                 personal property
                              taxes

Steven W. Moore, Esq.                                     $2,520

Spraylat Corporation                                      $2,360

Cardinal Industrial Finishes                              $2,294


KULLMAN INDUSTRIES: Disclosure Statement Hearing Set on Aug. 24
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey will
convene a hearing at 11:00 a.m., on Aug. 24, 2006, at Courtroom 2
in 402 East State Street, Trenton, New Jersey, to consider
approval of Kullman Industries, Inc.'s Disclosure Statement
describing its chapter 11 liquidating plan of reorganization.

                          Plan Funding

The Plan will be funded by (i) cash on the effective date, (ii)
funds available after the effective from, among other things, any
payments received by the Trust from (a) the liquidation of the
Debtor's remaining assets, (b) the prosecution and enforcement of
the pending litigation and potential avoidance actions, and (c)
any release of funds from the Disputed Claims Reserve.

On and after the Confirmation Date, the Trustee, without further
approval of the Court, may compromise, use, sell, assign,
transfer, abandon or otherwise dispose of at a public or private
sale of any of the Debtor's remaining assets for the purpose of
liquidating and converting these assets to cash, making
distributions and fully consummating the plan.

                       Treatment of Claims

Under the Plan, all administrative claims will be paid in full.

Holders of Allowed Secured Claims will, at the option of the
Debtor, either receive title to the property securing the claims
or will be paid in full on the effective date.  The Debtor
believes that the only potential holder of the claim is Bank of
New York, as Indenture Trustee, which presently holds a junior,
subordinated claim.

Each holder of Allowed General Unsecured Claims will receive
interests in the Trust equal to their pro rata share of total
claims.

The Debtor says that all of its common stock is owned by Robert
Kullman, and under the Plan, will receive nothing.

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

   http://www.researcharchives.com/bin/download?id=060814213438

                    About Kullman Industries

Headquartered in Lebanon, New Jersey, Kullman Industries, Inc.
-- http://www.kullman.com/-- is a modular construction builder.
The company filed for chapter 11 protection on Oct. 17, 2005
(Bankr. D. N.J. Case No. 05-60002).  James N. Lawlor, Esq., at
Wollmuth, Maher & Duetsch, LLP represents the Debtor in its
restructuring efforts. Bruce D. Buechler, Esq., Peter J. D'Auria,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler represent
the Official Committee of Unsecured Creditors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million and $10 million and debts between $10 million
to $50 million.


L-3 COMMUNICATIONS: Net Income Down by $69.6 Mil. in 2nd Quarter
----------------------------------------------------------------
L-3 Communications reported results for the 2006 second quarter,
with sales of $3,083.4 million, including organic sales growth of
10.3%, net cash from operating activities of $287.2 million and
free cash flow of $247.2 million.

Including the Litigation and Stock-Based Charges, for the 2006
second quarter as compared to the 2005 second quarter, operating
income decreased by $76.5 million to $148.4 million from $224.9
million, operating income as a percentage of sales declined by 6.0
percentage points to 4.8% from 10.8%, net income decreased by
$69.6 million to $49.8 million from $119.4 million.  The
Litigation Charge reduced consolidated operating margin by 4.2
percentage points and the Stock-Based Charge reduced consolidated
operating margin by 1.3 percentage points.

"Operationally, this was an excellent quarter with record sales
and free cash flow," said Michael T. Strianese, interim chief
executive officer and chief financial officer of L-3
Communications. "It is a tribute to Frank Lanza, our former
chairman and chief executive officer, that the company performed
so well given his untimely passing on June 6, 2006.  Mr. Lanza was
regarded as a visionary in the industry and is greatly missed."

Results for this quarter were impacted by two matters, first, as
announced on May 25, 2006, a jury verdict was rendered against the
company in connection with litigation concerning a non-binding
letter of intent with OSI Systems, Inc., and, as a result, the
company recorded a pre-tax charge of $129.0 million ($78.2 million
after income taxes).  Second, the Company recorded a pre-tax
charge of $39.2 million ($25.5 million after income taxes) related
to stock-based awards granted during the period from May 1998 to
July 2003.

"Our continued focus on performance resulted in L-3 generating
record operating income of $316.6 million, an increase of $91.7
million, or 40.8%, over 2005, and earnings per share of $1.24
reflecting a 25% growth in EPS over 2005, before giving effect to
both of these charges," said Mr. Strianese.

For the 2006 second quarter, consolidated sales increased by
$1,007.8 million to $3,083.4 million from consolidated sales of
$2,075.6 million for the 2005 second quarter.  The increase in
consolidated sales from acquired businesses was $793.4 million, or
38.2%, including $665.1 million from The Titan Corporation, which
was acquired on July 29, 2005.  Consolidated organic sales growth
was 10.3%, or $214.4 million.  Organic sales growth for the
company's defense businesses was 11.8%, or $219.5 million, driven
primarily by strong demand for training, intelligence support
services, intelligence, surveillance and reconnaissance systems,
secure networked communications systems, combat vehicle propulsion
systems, naval power and control systems, navigation and guidance
products, and acoustic undersea anti-submarine warfare products.  
Organic sales for the company's commercial businesses declined by
$5.1 million, or 2.4%, primarily due to certain deliveries of
mobile command centers, which slipped into the 2006 third quarter
because of customer funding delays.

Consolidated operating income increased by $91.7 million to
$316.6 million before giving effect to the Litigation Charge of
$129.0 million and the Stock-Based Charge of $39.2 million for the
2006 second quarter, compared to $224.9 million for the 2005
second quarter, and consolidated operating margin declined by 0.5
percentage points to 10.3% for the 2006 second quarter, compared
to 10.8% for the 2005 second quarter.  Improved contract
performance and cost reductions increased consolidated operating
margin by 0.2 percentage points, and was offset by a 0.7
percentage point reduction for the Titan acquired businesses,
which primarily generate their sales from lower margin and lower
risk cost-reimbursable type and time-and-material type contracts,
and SFAS 123R stock-based compensation expense.

Interest and other expense, net was income of $2.0 million for the
2006 second quarter, compared with income of $2.9 million for the
2005 second quarter.  The decrease is primarily related to foreign
currency exchange losses on certain equity method investments.

Interest expense for the 2006 second quarter increased by $34.4
million, or 89.4%, to $72.9 million, compared to the 2005 second
quarter, primarily due to interest incurred on debt issued to
finance the Titan acquisition.

The effective income tax rate for the 2006 second quarter
decreased to 33.6% from 36.2% for the 2005 second quarter.  The
effective income tax rate for the 2006 second quarter excluding
the Litigation and Stock-Based Charges was 36.9%.  The increase in
the effective income tax rate excluding these charges was
primarily due to the expiration of certain income tax benefits
relating to research and experimentation credits on Dec. 31, 2005,
partially offset by income tax benefits relating to foreign tax
credits on the repatriation of certain foreign earnings.

Funded orders for the 2006 second quarter increased by $846.3
million, or 37.0%, to $3,132.2 million, from $2,285.9 million for
the 2005 second quarter.  Funded backlog at June 30, 2006
increased by $924.2 million, or 13.2%, to $7,925.1 million from
$7,000.9 million at Dec. 31, 2005.

Net cash from operating activities for the 2006 second quarter
increased by $56.3 million, or 24.4%, to $287.2 million from
$230.9 million for the 2005 second quarter.  Free cash flow for
the 2006 second quarter increased by $40.9 million, or 19.8%, to
$247.2 million, compared to free cash flow of $206.3 million for
the 2005 second quarter.

                            About L-3

Headquartered in New York City, L-3 Communications Corporation
(NYSE: LLL) -- http://www.L-3com.com/-- is a leading provider of  
Intelligence, Surveillance and Reconnaissance systems, secure
communications systems, aircraft modernization, training and
government services.  The company is a leading merchant supplier
of a broad array of high technology products, including guidance
and navigation, sensors, scanners, fuzes, data links, propulsion
systems, simulators, avionics, electro optics, satellite
communications, electrical power equipment, encryption, signal
intelligence, antennas and microwave components.  L-3 also
supports a variety of Homeland Security initiatives with products
and services.  Its customers include the Department of Defense,
Department of Homeland Security, selected U.S. Government
intelligence agencies and aerospace prime contractors.

                            *    *    *

L-3 Communications Corporation's 7-5/8% Senior Subordinated Notes
due 2012 carry Moody's Investors Service's Ba3 rating and Standard
& Poor's BB+ rating.


LAIDLAW INT'L: Inks New $500MM Term Loan to Fund Self-Tender Offer
------------------------------------------------------------------
Laidlaw International, Inc. reported preliminary results of its
modified "Dutch Auction" self-tender offer.  Laidlaw expects to
accept for payment an aggregate of 15,609,197 shares of its common
stock at a purchase price of $26.90 per share.  These tendered
shares represent 16% of the shares outstanding as of Aug. 7, 2006.

The offer to purchase shares expired on Monday, Aug. 7, 2006, at
5:00 p.m., New York time.  Based on the initial results, Laidlaw
expects to purchase the 15 million shares the Company initially
offered to purchase, and in accordance with applicable securities
laws, to exercise its right to purchase an additional 609,197
shares of common stock, without extending the tender offer.

Based on the preliminary count by the depositary for the tender
offer, an aggregate of 15,609,197 shares were properly tendered
and not withdrawn at or below a price of $26.90 per share,
including 4,183,943 shares that were tendered through notice of
guaranteed delivery.  Under the terms of the tender offer, Laidlaw
offered to purchase shares of its common stock at a price not less
than $25.50 and not greater than $28.50 per share.

The results are preliminary and subject to verification by the
depositary of the proper delivery of the shares validly tendered
and not withdrawn.  Final results will be reported following the
completion of the verification process.  The Company expects
payment for the shares accepted for purchase, and the return of
all shares tendered and not accepted for purchase, to occur within
a week.

The tender offer is part of Laidlaw's intention to return
approximately $500 million to holders of its common stock through
share repurchases.  As authorized by Laidlaw's board of directors,
the Company may make additional purchases of $80 million of its
common stock through open market purchases beginning on the 11th
business day after the expiration of the tender offer.  Laidlaw
may conduct its share repurchases in the open market, in privately
negotiated transactions, through derivative transactions and
through purchases made in accordance with Rule 10b5-1 under the
Securities Exchange Act of 1934.  The repurchase program does not
require Laidlaw to acquire any specific number of shares and may
be terminated at any time.

The repurchase of the shares will be funded with proceeds from a
new $500 million Term B credit facility that was entered into on
July 31, 2006.  The Term B facility will have a seven-year term
and an interest cost of LIBOR plus 175 basis points through
maturity.

The dealer managers for the self-tender offer are Morgan Stanley &
Co. Incorporated and UBS Securities LLC.  The information agent is
D. F. King & Co., Inc., and the depositary is Mellon Investor
Services.  Any questions about the self-tender offer may be
directed to the information agent at (212) 269-5550 (banks and
brokerage firms) or (800) 290-6427 (all others toll free).

                       About Laidlaw Inc.

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

                         *     *     *

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


LB-UBS: Fitch Cuts Rating on $9.8 Million Class K Certs. to BB
--------------------------------------------------------------
Fitch Ratings upgrades LB-UBS Commercial Mortgage, series 2000-C3
commercial mortgage pass-through certificates, as:

    -- $49 million class C to 'AAA' from 'AA+';
    -- $19.6 million class D to 'AAA' from 'AA';
    -- $13.1 million class E to 'AAA' from 'AA-';
    -- $13.1 million class F to 'AA+' from 'A+';
    -- $11.8 million class G to 'AA' from 'A-;
    -- $20.9 million class H to 'A+' from 'BBB';
    -- $16.3 million class J to 'BBB+' from 'BBB-';
    -- $9.8 million class K to 'BBB' from 'BB'.

In addition Fitch affirms these classes:

    -- $66.7 million class A-1 at 'AAA';
    -- $641.3 million class A-2 at 'AAA';
    -- Interest only class X at 'AAA';
    -- $71.8 million class B at 'AAA'.

Fitch does not rate the $10.4 million class L, $11.8 million class
M, $3.9 million class N and $8.1 million class P certificates.

Fitch's upgrades are the result increased credit enhancement
levels due to 14% paydown and 13.8% defeasance since Fitch's last
rating action.  As of the July 2006 remittance report, the
transaction has paid down 25.9% to $967.4 million from
$1.3 billion at issuance.  The largest loan in the transaction,
Cherry Creek Mall (11.4% at issuance), has paid off since Fitch's
last review.  Since issuance, 27 loans, 21.2% of the pool, have
defeased.

There are currently four assets in special servicing representing
2.4% of the transaction.  The largest loan (1%) is an office
property located in Minneapolis, Minnesota.  The loan transferred
to the special servicer due to a technical default when the
borrower cancelled a letter of credit which secured its obligation
to perform required repairs at the property.  The borrower has
cured the default and the special servicer anticipates the loan to
be returned to the master servicer.  The loan remains current.

The second largest specially serviced asset (0.6%) is an office
property in Albany, New York.  The loan was transferred to the
special servicer because of the borrower's inability to make the
January 2006 principal and interest payment due to a decrease in
occupancy to 46.8% as of year end 2005 from 84% at YE 2004.  The
borrower is using a debt service reserve to keep the loan current
while actively marketing the vacant space.

The third largest specially serviced asset (0.4%) is a multifamily
property in Newton, North Carolina, and is real estate owned.  The
special servicer has listed the property for sale and has received
interest from potential purchasers.  Fitch expects losses at
liquidation which are expected to be absorbed by the unrated class
P.

Fitch reviewed the performance of the Annapolis Mall (11.9%),
Westfield Portfolio (9.5%) and Sangertown Square Mall (6.1%) loans
which maintain investment grade credit assessments.  The Fitch
adjusted debt service coverage ratios based on the pooled trust
portions as of YE 2005 were 2.15 times(x), 1.79x and 1.63x,
respectively.  As of YE 2005, all three loans reported occupancy
greater than 90%.


LE GOURMET: Organizational Meeting Set at 2:00 p.m. Tomorrow
------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold
an organizational meeting to appoint an official committee of
unsecured creditors in Le Gourmet Chef, Inc.'s Chapter 11 case, at
2:00 p.m., on Aug. 16, 2006, at the U.S. Trustee's Office, 14th
Floor, Room 1401 in Newark, New Jersey.

The sole purpose of the meeting will be to form a committee or
committees of unsecured creditors in the Debtors' cases.  The
meeting is not the meeting of creditors pursuant to Section 341 of
the Bankruptcy Code.  However, a representative of the Debtors
will attend and provide background information regarding the
cases.

Creditors interested in serving on a Committee should complete and
return to the U.S. Trustee a statement indicating their
willingness to serve on an official committee.

Official creditors' committees, constituted under Section 1102 of
the Bankruptcy Code, ordinarily consist of the seven largest
creditors who are willing to serve on a committee.  In some
Chapter 11 cases, the U.S. Trustee is persuaded to appoint
multiple creditors' committees.

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual Chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes that the
reorganization of the Debtors is impossible, the Committee will
urge the Bankruptcy Court to convert the Chapter 11 cases to a
liquidation proceeding.

Headquartered in Paramus, New Jersey, Le Gourmet Chef, Inc., --
http://www.legourmetchef.com/-- is a retailer specializing in  
solutions for entertaining and gift giving.  The Company filed for
bankruptcy on Aug. 8, 2006 (Bankr. D. N.J. Case No. 06-17364).  
John DiIorio, Esq., at Shapiro & Croland, and Wendy G. Marcari,
Esq., at Traub, Bonacquist, & Fox, LLP, represent the Debtor.  
When the Debtor filed for bankruptcy, the Debtor estimated its
assets and debts at $10 million to $50 million.


LEHMAN BROTHERS: Narrow Business Scope Cues Fitch's B Rating
------------------------------------------------------------
Fitch assigns Lehman Brothers Commercial Bank an Individual rating
of 'B' and a Support rating of '1', and affirms all other
outstanding ratings.  LBCB is an industrial bank chartered in
Utah, and is an indirect wholly owned subsidiary of Lehman
Brothers Holdings, Inc.

LBHI uses various legal entities to diversify funding sources and
reduce short-term credit risk.  For example, LBHI has chartered
several banks, including LBCB, in order to generate retail
brokered deposits and borrow directly from the Federal Home Loan
Bank.

LBCB commenced operations on August 24, 2005.  The primary
activities of the bank include commercial and industrial and
commercial real estate lending (primarily to major investment-
grade corporations), short-term warehouse lending secured by
specific assets, and interest rate derivative products (offered
primarily to municipalities and quasi-government entities).  All
of LBCB's clients have pre-existing relationships with LBHI.  
LBCB's assets are primarily funded via brokered CDs distributed
through thirteen approved retail brokers.

The assigned 'B' Individual rating reflects LBCB's narrow business
scope and reliance on LBHI for clients, expertise, infrastructure,
and administrative support.  That said, the Individual rating also
reflects LBCB's strong profitability, healthy balance sheet,
limited risk profile (LBCB passes most interest rate risk and some
credit risk on to Lehman affiliates), and experienced management
team.  The assigned '1' Support rating reflects Fitch's belief
that support for LBCB would be willfully and easily provided by
LBHI, if necessary.

Liquidity and capital are managed conservatively, and in concert
with LBHI's overall objectives.

Fitch affirms and/or assigns the following ratings:

Lehman Brothers Commercial Bank

    -- Long-Term Issuer Default Rating (IDR) affirmed at 'A+'
    -- Short-Term IDR affirmed at 'F1+'
    -- Individual: 'B'
    -- Support: '1'
    -- Long-Term Deposits affirmed at 'AA-'
    -- Short-Term Deposits affirmed at 'F1+'

The Rating Outlook is Positive for all ratings.


LOOMIS COMMUNITIES: Good Financial Profile Cues S&P to Up Ratings
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its rating on the
Massachusetts Development Finance Agency's bonds, issued for
Loomis Communities, to 'BBB-' from 'BB+', reflecting Loomis'
strong financial performance, solid balance sheet, and low debt
level.  The outlook is stable.

"We expect that Loomis Communities will continue to improve its
operations and excess profits, while maintaining and growing its
current cash reserves and without any significant additional debt
over the next year to two years," said Standard & Poor's credit
analyst Jennifer Soule.  "If this trend is realized, with no
erosion of utilization, a positive outlook or a higher rating
might be warranted."

Loomis' financial performance has strengthened considerably over
the past year to 18 months, following the fill-up of 70 new
independent living units over that time period.  Loomis' balance
sheet has consistently been solid, with 300 days' cash on hand
through fiscal 2005, and it maintains a relatively low level of
debt with an adjusted debt-to-capitalization ratio of 40%.  In
addition, occupancy levels are strong and improving at all three
of the system's residential communities and its nursing home.

Through the first six months of fiscal 2006, all of Loomis'
facilities were performing well above budgeted expectations and
management projects that the year will close favorable to budget
overall.  Loomis anticipates that its improvement will carry
through fiscal 2007 as well.  In addition, Loomis' debt service
coverage (revenue only) has improved considerably.

Additionally, Loomis completed adding 70 independent-living units
to its Loomis Village campus in late 2003 and 12 new skilled-
nursing beds, with significant capital expenditures.  This level
of capital spending alleviates the need for major projects in the
near future and is further reflected in Loomis' low age of plant
of 8.6 years.


MAGUIRE PROPERTIES: Completes $485 Million Funding for Gas Company
------------------------------------------------------------------
Maguire Properties, Inc. has completed a new $458 million, 10-year
fixed rate, interest only financing at a rate of 5.10% for Gas
Company Tower.  The net proceeds of the refinancing after
repayment of the existing $280 million mortgage loan, payment of
prepayment penalties, closing costs and loan reserves were
approximately $165 million and proceeds were used to pay down the
Company's term loan to a present balance of $167 million.

Gas Company Tower is an architecturally significant, 52-story
office building located on Bunker Hill in Downtown Los Angeles.
The property is currently 96.5% leased and features 1.3 million
square feet.

                  About Maguire Properties

Maguire Properties, Inc. (NYSE:MPG) operates office properties in
the Los Angeles central business district.  The Company is a full-
service real estate company with substantial resources in property
management, marketing, leasing, acquisitions, development
and financing.

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit ratings assigned to Maguire Properties Inc. and Maguire
Properties L.P.

At the same time, the rating assigned to a $332 million term loan
and $100 million revolving credit facility (collectively referred
to as "the facilities") is raised to 'BB+', and the related
recovery rating is revised to '1' from '3'.  The outlook is
stable.


MARCHFIRST INC: Oracle's Late-Filed Proof of Claim Won't be Paid
----------------------------------------------------------------
Andrew J. Maxwell, Esq., the chapter 7 trustee overseeing the
liquidation of marchFirst, Inc. and its debtor-affiliates,
objected to Oracle USA, Inc.'s late-filed proof of claim.

Oracle sought allowance of its claim as timely filed contending
that it did not receive proper notice of the bar date.

The Honorable John D. Schwartz of the U.S. Bankruptcy Court for
the Northern District of Illinois sustained the Trustee's
objection.  Reasonable notice is what's required, Judge Schwartz
says, but that doesn't require the very best method of service of
process.

A notice is reasonable if it is reasonably calculated under all
circumstances, to apprise interested parties of the pendency of
the action and afford them an opportunity to present their
objections, Judge Schwartz opined in a decision published at 2006
WL 2055721, citing a Supreme Court ruling in Mullane v. Central
Hanover Bank & Trust Co., 339 U.S. 306, 314, 70 S.Ct. 652, 657, 94
L.Ed. 865 (1950).

Oracle, pointing to AM International, Inc. v. Wella Corp., 142
B.R. 252 (Bankr. N.D. Ill. 1992), argued that even creditors who
have knowledge of a reorganization case have a right to assume
that they will receive reasonable notice before their claims are
barred.

The Court found that Oracle had actual knowledge of the bankruptcy
case in plenty of time to file a timely proof of claim.  As a
result, Oracle is not entitled to participate in the distribution
from the estate on par with creditors that timely filed proofs of
claim.

Oracle further argued that its claim should be deemed timely
because the late filing was a result of "excusable neglect."

The Court disagreed, stating that excusable neglect standard
applies to tardy proofs of claim in chapter 11 cases, but not
chapter 7 cases due to policy differences between the different
chapters of the Bankruptcy Code.

Gus A. Paloian, Esq., at Seyfarth Shaw LLP represented Oracle USA,
Inc., in this matter.

Headquartered in Chicago, Illinois, marchFirst, Inc., was an
Internet professional services provider.  marchFirst and its
debtor-affiliates filed for chapter 11 protection on April 12,
2001 (Bankr. N.D. Ill. Case No. 01-24742).  On April 26, 2001, the
chapter 11 cases were converted into chapter 7 proceedings.  
Andrew J. Maxwell, Esq., was appointed chapter 7 trustee to
oversee the liquidation of the Debtors' estate, and is represented
by Steven S. Potts, Esq., and Kathleen M. Mcguire, Esq., at
Maxwell and Potts, LLC.


MARTY MCDANIEL: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Marty Christopher McDaniel
        Martha Mae Reid McDaniel
        dba Pro Auto Collision (sole prop)
        dba Antiques in the Valley (sole prop)
        fdba Southern Pride Antiques (partnership)
        3140 McDaniel Street
        Newton, North Carolina 28658

Bankruptcy Case No.: 06-50664

Chapter 11 Petition Date: August 8, 2006

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: Richard M. Mitchell, Esq.
                  Mitchell & Culp, PLLC
                  1705 Scott Avenue
                  Charlotte, North Carolina 28203
                  Tel: (704) 333-0630
                  Fax: (704) 333-4975

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Beneficial                    Loan                       $14,121
P.O. Box 17574
Baltimore, MD 21297

Ford Motor Credit Co.         Loan                       $10,543
c/o Smith, Debnam
P.O. Box 26268
Raleigh, NC 27611-6268

Catawba Valley Bank           Loan                       $10,217
P.O. Box 2328
Hickory, NC 28603

Kennedy, David                Loan                        $8,400

Neteller                                                  $7,267

Catawba County                Taxes                       $7,133
Tax Collector

Lingle, Charles               Loan                        $5,700

Woodruff, Randall             Loan                        $5,300

Foglers Automotive            Trade                       $4,797

Fire Pay                                                  $4,065

Shrum, Claude R.                                          $4,000

Capital One                   Credit Card                 $3,668

Young Ford                    Trade                       $3,074

Paramount Volkswagen          Trade                       $2,997

LKQ Salisbury                 Trade                       $2,791

Merhar, John                  Loan                        $2,600

Foothills Paint & Eq.         Trade                       $2,333

Finishmasters                 Trade                       $2,329

Modern Toyota                 Trade                       $2,324


MARY POINTE: Case Summary & Two Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Mary Pointe, L.L.C.
        42076 Sweetspring Lane
        Leesburg, Virginia 20176

Bankruptcy Case No.: 06-10900

Chapter 11 Petition Date: August 4, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: James P. Campbell, Esq.
                  Campbell Miller Zimmerman, P.C.
                  19 East Market Street
                  Leesburg, Virginia 20176
                  Tel: (703) 771-8344
                  Fax: (703) 777-1485

Total Assets: $4,000,000

Total Debts:  $5,512,242

Debtor's 2 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Virginia Commerce Bank        Bank Loan               $5,500,000
5350 Lee Highway              Value of collateral:
Arlington, VA 22207           $4,000,000

Loudoun County Treasurer                                 $12,242
One Harrison Street
Leesburg, VA 20175


MCKESSON CORP: Earns $184 Million in First Quarter Ended June 30
----------------------------------------------------------------
McKesson Corporation earned $184 million of net income on
$23.6 billion of net revenues, compared to $171 million of net
income on $20.9 billion of net revenues in 2005, the Company
disclosed in a Form 10-Q filing delivered to the Securities and
Exchange Commission.

The Company's First quarter results included a total of
$26 million in previously announced pre-tax charges associated
with McKesson's investment in Parata Systems and a restructuring
charge in Provider Technologies.  The quarter also included $8
million in pre-tax share-based compensation expense as the FAS123R
requirement took effect for the company.  First quarter results a
year ago included a $51 million pre-tax anti-trust settlement
credit and a $52 million pre-tax charge to Securities Litigation
expense.

"McKesson is off to a solid start in Fiscal 2007, with strong
momentum in our Pharmaceutical Solutions and Provider Technologies
segments," said John H. Hammergren, chairman and chief executive
officer.  "We are pleased with the balance we are achieving,
continuing to deliver improved operating results in our core
businesses while also deploying capital in a disciplined way to
create additional shareholder value."

"Our activities in the quarter were an excellent example of how we
take a balanced approach to our corporate strategy and use of
capital.  We made several acquisitions, sold non-strategic assets
and continued to return capital to our shareholders through a
steady repurchase of our shares and our quarterly dividend."

During the first quarter of Fiscal 2007, McKesson repurchased
$283 million of common stock and on June 30, 2006, had
$217 million remaining on the previous $500 million share
repurchase authorization.  At its most recent meeting, the
company's Board of Directors authorized an additional $500 million
share repurchase and a six cent per share quarterly dividend.  
Cash flow from operations during the quarter was $295 million, and
McKesson ended the quarter with a cash balance of $2 billion and a
gross debt-to-capital ratio of 14%.

"Our strong balance sheet and solid cash flow enable us to
continue our portfolio approach to capital deployment," said Mr.
Hammergren. "Combined with consistently strong operating results
from having focused businesses in attractive, growing markets for
healthcare services, we believe we are well-positioned to deliver
sustained shareholder value creation."

Corporate Highlights

The first quarter of Fiscal 2007 included the following additional
news at the company:

   -- McKesson combined its retail pharmacy automation business
      with Parata Systems and made an investment in the combined
      company, and is now a significant minority investor in a
      stronger organization that has a market-leading product
      offering and more efficient operations.

   -- McKesson continues to lead the pharmaceutical distribution
      industry in contract price accuracy, according to a
      comparative study of third-party pricing data validated by
      S/T Health Group Consulting, Inc., an independent healthcare
      consulting firm, which reviewed more than $1.89 billion of
      invoices from a variety of U.S. hospital pharmacies.

   -- On July 1, McKesson and the Illinois Department of
      Healthcare and Family Services launched a comprehensive
      disease management program for more than 168,000 Illinois
      Medicaid beneficiaries who are disabled or chronically ill.

   -- McKesson acquired HealthCom Partners LLC, a provider of
      virtual business office capabilities and consumer-
      interactive patient billing solutions, and RelayHealth
      Corporation, a provider of online physician-patient
      communication services.

   -- On July 18, 2006, the Certification Commission on Healthcare
      Information Technology announced its first round of vendors
      that have passed certification requirements.  McKesson's
      Horizon Ambulatory Care, Release 9.4, passed 100% of the
      required criteria and is one of only 18 products on the
      market to carry the CCHIT-certified seal.  In June, we
      signed a second agreement with Triad Hospitals, Inc., to
      install Horizon Ambulatory Care in 195 clinics across the
      country.

   -- In the Top 20: KLAS 2006 Mid-Year Report Card issued in June
      by KLAS Enterprises, McKesson's Paragon(R) solution received
      the No. 1 ranking in the community hospital information
      system category and Horizon Medical Imaging(TM) was ranked
      No. 1 for the community PACS segment.  In all, McKesson
      solutions are ranked in the top three for 16 KLAS
      categories, five of which are category leaders.

   -- At its July meeting, the Board of Directors authorized a new
      repurchase from time to time of up to $500 million of the
      company's shares of common stock in open market or private
      transactions.  The Board's authorization follows a previous
      $500 million share repurchase program authorized in April
      2006, which has approximately $217 million remaining.

   -- Due to the company's strong balance sheet and cash flow,
      McKesson renewed its annual committed accounts receivable
      sales facility under substantially the same terms to those
      previously in place, with the exception that the facility
      amount was reduced from $1.4 billion to $700 million.

   -- McKesson intends to withdraw its common stock from listing
      on NYSE Arca, Inc. (formerly the Pacific Stock Exchange) as
      a cost-saving measure and to reduce administrative costs.  
      The company's common stock will continue to be listed on the
      New York Stock Exchange.

A full-text copy of the regulatory filing is available for free at
http://researcharchives.com/t/s?f88

                       About McKesson Corp.

Headquartered in San Francisco, California, McKesson Corp.
(NYSE: MCK) -- http://www.mckesson.com/-- is a Fortune 15  
healthcare services and information technology company dedicated
to helping its customers deliver high-quality healthcare by
reducing costs, streamlining processes and improving the quality
and safety of patient care.  Over the course of its 172-year
history, McKesson has grown by providing pharmaceutical and
medical-surgical supply management across the spectrum of care;
healthcare information technology for hospitals, physicians,
homecare and payors; hospital and retail pharmacy automation; and
services for manufacturers and payors designed to improve outcomes
for patients.

                          *     *     *

McKesson Corp.'s Junior Subordinated Notes carry Moody's Investors
Service's Ba1 rating.


MID-SOUTH DOOR: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Mid-South Door Company, Inc.
        P.O. Box 15487
        Baton Rouge, Louisiana 70895

Bankruptcy Case No.: 06-10581

Chapter 11 Petition Date: August 4, 2006

Court: Middle District of Louisiana (Baton Rouge)

Judge: Douglas D. Dodd

Debtor's Counsel: Arthur A. Vingiello, Esq.
                  Steffes, Vingiello & McKenzie, LLC
                  13702 Corsey Boulevard, Building 3
                  Baton Rouge, Louisiana 70817
                  Tel: (225) 751-1751
                  Fax: (225) 751-1998

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   The Shutter Shop                                      $52,837
   7146 Sullivan Road
   Greenwell Springs, LA 70739-3121

   Rogue Valley Door                                     $43,569
   P.O. Box 2710
   Grants Pass, OR 97528

   BlueLinx Corporation                                  $42,532
   P.O. Box 102110
   Atlanta, GA 30368-0110

   Masonite Door Corporation                             $38,532

   Gaiennie Lumber Co                                    $34,965

   Dyke Indutstries, Inc.                                $23,848

   Fireside Forest                                       $20,714

   Lugenbuhl, Wheaton, Peck, Rankin, Hubbard             $20,475

   Penske Truck Leasing Co., LP                          $19,042

   C&S Door                                              $17,275

   Capital One HNB MC Account-S/S                        $15,420

   Hutting Building Products                             $13,659

   U.S. Lumber                                           $13,588

   Dixie Plywood & Lumber Company of Houston             $13,159

   Capital One HNB Mastercard Account                    $12,916

   Moulding Associates, Inc.                             $12,073

   Milton Culotta                                        $12,000

   Gulf Coast Cypress                                    $11,528

   US Bancorp                                            $11,030

   AAW, Inc.                                             $11,000


MOVIE GALLERY: Hires Turnaround Experts Amidst Flagging Sales
-------------------------------------------------------------
Movie Gallery Inc., has turned to Merrill Lynch & Co. and Alvarez
& Marsal, Inc., in an effort to boost its finances.  

Merrill Lynch will explore opportunities to strengthen the
company's balance sheet. Alvarez & Marsal will immediately fill
several vacancies in Movie Gallery's accounting and finance
functions, shorten the lead time for implementing specific
turnaround initiatives, assist in the remediation of previously
identified material weaknesses and deficiencies in internal
control over financial reporting, facilitate the ongoing
integration process and improve the Company's overall operating
performance.

Joe Malugen, the Company's Chairman, President and Chief Executive
Officer said: "Our business continues to be affected by a weak
home video release schedule and other industry-wide challenges,
but we are making great progress on a number of internal
initiatives intended to improve Movie Gallery's financial and
operational performance.  We continue to expect a slow late
summer, as is typical due to the seasonality of our industry, with
gradually improving business conditions beginning in October when
the first of several $100 million titles will be released to home
video.  "In the meantime, Movie Gallery is aggressively pursuing
opportunities to increase revenues and further improve operating
efficiencies.  We have engaged Merrill Lynch to advise us on ways
to improve our capital structure as well as Alvarez & Marsal, a
leading turnaround management, restructuring and corporate
advisory firm.  This great company, together with its dedicated
associates and partners, is taking the steps necessary to
reposition Movie Gallery for renewed success."

The Company reported a net loss of $14.9 million in the second
quarter of 2006.  The Company's year-to-date net income was $25.5
million.

For the second quarter of 2006, total revenues were $601.3 million
as compared to $504.7 million in the comparable period last year.
The Company's year-to-date revenues were approximately
$1.3 billion for the twenty-six weeks ended July 2, 2006 as
compared to revenue of $738.5 million in the comparable 2005
period.

As of July 2, 2006, Movie Gallery had cash and cash equivalents of
$21.2 million and $39.3 million in available borrowings under its
revolving credit facility.  Furthermore, as of Aug. 9, 2006, the
Company had no borrowings on its revolving credit facility apart
from open letter of credit commitments.  As of July 2, 2006, Movie
Gallery was in compliance with the financial covenants contained
in its credit facility.

                 Operational Improvement Initiatives

In conjunction with the continuing integration of Hollywood
Entertainment Corporation, Movie Gallery is also pursuing cost
savings and cash generation opportunities through a combination of
real estate optimization strategies, lower capital spending, and
non-core asset divestitures.

Real Estate Optimization

Movie Gallery is implementing several strategies to better manage
store leases and sales floor space to generate significant savings
over the next three years.  The Company plans to reduce the
overall footprint of its store base by returning under-utilized
portions to landlords and negotiating subleases where economically
feasible.  Movie Gallery is experiencing better than expected
progress from this effort to restructure the Company's real estate
assets, manage occupancy costs and unlock unrealized value.
However, these real estate projects are long-term in nature will
take some time to implement.  Most of the financial benefits
associated with these projects are expected to begin in 2007, with
the bulk of the financial benefits to be realized in 2008 and
beyond.

In addition, Movie Gallery continues to evaluate underperforming
stores and stores that have overlapping trade areas in order to
close stores in those markets at an accelerated pace.  The Company
anticipates closing approximately 175 underperforming and
overlapping stores during fiscal 2006 and believes it can transfer
a sufficient percentage of the customer base to other Movie
Gallery and Hollywood Video stores to improve profitability in
these markets.

Reduced Capital Spending

During the second quarter of 2006 Movie Gallery opened 32 new
stores and closed 42 of its existing stores.  Through the
remainder of 2006, the Company currently plans to open
approximately 30 new stores, which were already in the pipeline
for 2006.  In order to maximize free cash flow, the Company plans
to curtail new store openings over the next several years.

Divestiture of Certain Non-Core Assets

Movie Gallery is continuing to review the Company's overall asset
portfolio.  Net proceeds from any divestitures will be used for
debt reduction, working capital and other general corporate
purposes.

Expense Reductions

As a part of the Company's integration process and ongoing cost
reduction efforts, Movie Gallery has reduced its salaried and
administrative office staff from the date of the merger by
approximately 21%, or 380 positions, as of the end of the second
quarter of 2006.  While this exceeds the Company's previously
announced staff reduction target of 17%, or 300 positions, the
Company will continue to pursue opportunities to reduce expenses
and streamline the organization to improve its bottom-line
results.

                        About Movie Gallery

Headquartered in Dothan, Alabama, Movie Gallery, Inc. --
http://www.moviegallery.com/-- is the second largest North   
American video rental Company with approximately 4,800 stores
located in all 50 U.S. states, Canada and Mexico.  Since the
Company's initial public offering in August 1994, Movie Gallery
has grown from 97 stores to its present size through acquisitions
and new store openings.

                        *     *     *

As reported in the Troubled Company Reporter on March 15, 2006,
Moody's Investors Services downgraded the corporate family rating
of Movie Gallery to Caa1 from B2.  The Company's $920 million of
senior secured credit facilities carry Moody's Caa1 rating while
its $325 million of guaranteed senior notes are rated at Caa3.


N-STAR REAL: Fitch Holds BB Rating on $15 Million Class D Notes
---------------------------------------------------------------
Fitch Ratings upgrades five classes and affirms four classes of
the notes issued by N-Star Real Estate CDO II Ltd:

    -- $216,992,130 class A-1 notes affirmed at 'AAA';
    -- $42,000,000 class A-2A notes affirmed at 'AAA';
    -- $15,000,000 class A-2B notes affirmed at 'AAA';
    -- $12,000,000 class B-1 notes upgraded to 'AA+' from 'A+';
    -- $14,500,000 class B-2 notes upgraded to 'AA-' from 'A';
    -- $24,000,000 class C-1 notes upgraded to 'A+' from 'A-';
    -- $6,000,000 class C-2A notes upgraded to 'A-' from 'BBB+';
    -- $16,000,000 class C-2B notes upgraded to 'A-' from 'BBB+';
    -- $15,000,000 class D notes affirmed at 'BB'.

N-Star II is a collateralized debt obligation, which closed July
1, 2004, supported by a static pool of commercial mortgage-backed
securities (CMBS: 70.52%), senior unsecured real estate investment
trust (REIT: 24.71%) securities, collateralized debt obligations
(CDO: 4.25%), and commercial real estate loans (CREL: 0.52%).  NS
Advisors, LLC (rated 'CAM2' by Fitch) selected the initial
collateral and serves as the collateral administrator.

The upgrades are driven primarily by the improved credit quality,
seasoning of the collateral, and deleveraging of the transaction.
Since Fitch's last review, the collateral has shown positive
rating migration, as evidenced by the improvement in the weighted
average rating factor to 5.94, as of July 2006 trustee report,
from 6.98 at last review.  All overcollateralization and interest
coverage ratios have remained stable since inception.  There are
currently no defaulted assets in the portfolio.

The ratings of the classes A-1, A-2A, and A-2B notes address the
likelihood that investors will receive timely payments of
interest, as per the governing documents, as well as the aggregate
principal amount by the June 2039 maturity date.  The ratings of
the classes B-1, B-2, the C-1, C-2A, C-2B, and D notes address the
likelihood that investors will receive ultimate interest payments,
as per the governing documents, as well as the aggregate principal
amount by the June 2039 maturity date.

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


NAPIER ENVIRONMENTAL: Lenders Waive July Interest Payments
----------------------------------------------------------
Napier Environmental Technologies Inc. reports that its lenders
have agreed to waive their rights to interest for the month of
July 2006 in an effort to help Napier during this time of re-
building their customer base.  These interest payments have been
waived and the interest otherwise payable shall not be paid or
payable currently or in the future.

Headquartered in Delta, British Columbia, Napier Environmental
Technologies, Inc. -- http://wwwbiowash.com/-- is a Canadian   
company primarily engaged in the development, manufacture and
distribution of a wide range of products utilizing environmentally
advanced technology.  The product lines include coating removal
and wood restoration products for both the industrial/commercial
market and the consumer/retail market.

Napier is currently operating under the protection of the Canadian   
Bankruptcy and Insolvency Act.  


NETRA SYSTEMS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Netra Systems USA, Inc.
        aka NTS, Inc.
        aka NTS, USA
        700 Dividend Drive, Suite 100
        Peachtree City, GA 30269

Bankruptcy Case No.: 06-11376

Type of Business: NTS Legendre, the Debtor's affiliate, filed
                  for bankruptcy in Belgium in the spring of
                  2006.

Chapter 11 Petition Date: August 7, 2006

Court: Northern District of Georgia (Newnan)

Judge: W. Homer Drake

Debtor's Counsel: J. Robert Williamson, Esq.
                  Scroggins and Williamson
                  1500 Candler Building
                  127 Peachtree Street, Northeast
                  Atlanta, Georgia 30303
                  Tel: (404) 893-3880

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   American Express Company                             $279,499
   World Financial Center
   200 Vesey Street
   New York, NY 10285

   Nitesco                                              $180,150
   A. Starcevica 10
   51000 Rijeka, Croatia

   Intec Solutions, Inc.                                 $81,026
   199 14th Street #1809
   Atlanta, GA 30309

   ATESYA                                                $49,750

   Deloitte & Touche LLP                                 $44,000

   Clasquin USA, Inc.                                    $37,126

   SEAI                                                  $34,991

   Eric Blanchart                                        $33,066

   Avis Rent A Car SYstem, Inc.                          $29,432

   Eagle Control Systems, LLC                            $22,219

   Zanara Ltd.                                           $22,176

   United Rental                                         $21,096

   Ste FEGE                                              $16,200

   Birnbey, Minsk & Minsk, LLC                           $14,000

   Universal Electric Service                            $13,961

   Phoenix International                                 $13,855

   Yaskawa                                               $13,819

   Catapult Search Group Inc.                            $13,600

   Index Controls                                        $11,345

   Verizon Wireless                                      $10,805


NEWPARK RESOURCES: S&P Rates Proposed $150 Mil. Senior Loan at BB-
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' rating and
'1' recovery rating to oil field services company Newpark
Resources Inc.'s (B+/Watch Neg/--) planned $150 million senior
secured term loan.  The 'BB-' rating was also placed on
CreditWatch with negative implications.  All the ratings on the
company are on CreditWatch.

Pro forma for the term loan closing, the Metarie, Louisiana-based
company is anticipated to have about $210 million of debt
outstanding.

S&P expects Newpark to use the proceeds of the term loan in part
to repay $125 million senior subordinated notes due 2007.

The company received a notice of default on July 20, 2006 from its
subordinated noteholders due to Newpark's delay in filing
financial statements. Standard & Poor's lowered its ratings on the
company to 'B+' from 'BB-' following the announcement.

Finalization of the term loan reduces our concern that Newpark
lacks the financial resources to retire the subordinated notes in
the event that noteholders accelerate repayment," said Standard &
Poor's credit analyst Ben Tsocanos.

"However, the CreditWatch with negative implications still
reflects the continued uncertainty regarding Newpark's filing of
restated financial statements," said Mr. Tsocanos.

Newpark's ability to file restated financial statements and to
file statements for the first quarter of 2006 is crucial to
maintaining the current ratings.  Standard & Poor's expects the
company to file within the waiver period provided by the revolver
lenders and that adjustments to the statements will be manageable.

Conversely, findings of material or widespread accounting
problems, extended delays in the process, or deterioration in
relations with its credit counterparties would almost certainly
lead to a downgrade.


NOVELIS INC: Lenders Extend Waiver Period Until Sept. 18
--------------------------------------------------------
Lenders under Novelis Inc.'s Credit Agreement have agreed to
extend until Sept. 18, 2006, the deadline for filing the company's
2005 Annual Report on Form 10-K and its 2006 first quarter report
on Form 10-Q.

The filing deadlines for these two reports had become accelerated
to Aug. 18, 2006, following the receipt of an effective notice of
default on July 21, in connection with the Company's Senior Notes
due 2015.

The Credit Agreement lenders also agreed to extend the deadlines
for filing the Company's 2006 second and third quarter reports on
Form 10-Q.  The second quarter report will be due the earlier of
59 days after the receipt of a new notice of default, should one
occur in connection with the second quarter filings, and Nov. 30,
2006.

The third quarter report will be due the earlier of 30 days after
the receipt of a new notice of default, should one occur in
connection with the third quarter filings, and Dec. 29, 2006.

                       About Novelis

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

                        *    *    *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc.,
and its subsidiary, Novelis Corp., under review for possible
downgrade.  Novelis Corporation's Ba2 senior secured bank credit
facility rating was placed on review for possible downgrade.

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


OLD SOUTH: Case Summary & Five Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Old South Golf Plantation, LLC
        2451 Cumberland Parkway, Suite 3112
        Atlanta, Georgia 30339

Bankruptcy Case No.: 06-69477

Chapter 11 Petition Date: August 4, 2006

Court: Northern District of Georgia (Atlanta)

Judge: Joyce Bihary

Debtor's Counsel: Russell S. Bogue, III, Esq.
                  DLA Piper Rudnick Gray Cary
                  2800 One Atlantic Center
                  1201 West Peachtree Street
                  Atlanta, Georgia 30309-3450
                  Tel: (404) 736-7802
                  Fax: (404) 682-7802

                       -- and --

                  Sandford Frey, Esq.
                  Creim Marcias Koenig & Frey
                  633 North Fifth Street, 51st Floor
                  Los Angeles, California 90071
                  Tel: (213) 614-1944

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
International Metropolitan    Loan and Damage           $500,000
Holding Claim                 (may constitute
2451 Cumberland Parkway       insider)
Suite 3112
Atlanta, GA 30339

Rodney Sampson                Loan and Damage           $250,000
Holding Claim                 (may constitute
2451 Cumberland Parkway       insider)
Suite 3112
Atlanta, GA 30339

Colonial Capital Funding      Loan                      $250,000
Group, Inc.
4607 Downman Road
Suite 1012
New Orleans, LA 70126

Stuckey Law Offices           Attorney Fees              $13,500
123 Meeting
P.O. Box 1755
Charleston, SC 29402-1755

Alston & Bird LLP             Attorney Fees              Unknown
One Atlantic Center
1201 West Peachtree Street
Atlanta, GA 30309-3424


OMNICARE INC: Reports $8.4 Mil. Net Income in Second Quarter 2006
-----------------------------------------------------------------
Omnicare, Inc., disclosed its financial results for the second
quarter ended June 30, 2006, to the Securities and Exchange
Commission on Aug. 9, 2006.

For the three months ended June 30, 2006, the Company reported
$8.4 million of net income on $1.6 billion of net revenues,
compared to a $61.7 million net income on $1.1 billion of net
revenues in 2005.

The Company's Cash and cash equivalents at June 30, 2006, were
$339.0 million compared with $218.1 million at Dec. 31, 2005.

At June 30, 2006, the Company did not have outstanding borrowings
under the $800 million revolving credit facility, and $700 million
in borrowings were outstanding under the senior term A loan
facility due 2010.  As of June 30, 2006, the Company had
approximately $23.5 million outstanding relating to standby
letters of credit, substantially all of which are subject to
automatic annual renewals.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?f6a

Headquartered in Covington, Kenturcy, Omnicare, Inc.,
-- http://www.omnicare.com/-- provides pharmaceutical care for  
the elderly.  Omnicare serves residents in long-term care
facilities comprising approximately 1,090,000 beds in 47 states in
the United States and in Canada, making it the largest U.S.
provider of professional pharmacy, related consulting and data
management services for skilled nursing, assisted living and other
institutional healthcare providers.  Omnicare also provides
clinical research services for the pharmaceutical and
biotechnology industries in 30 countries worldwide.

                         *     *     *

Omnicare Inc.'s 8-1/8% Series B Senior Subordinated Notes,
maturing on 2011, carry Moody's Investors Service's Ba3 rating.


ORTHOFIX INTERNATIONAL: Earns $12.7 Million in 2006 Second Quarter
------------------------------------------------------------------
Orthofix International N.V. disclosed that sales for the second
quarter ended June 30, 2006, were a record $84.7 million, an
increase of 7% over the $79.5 million reported during the same
period in 2005.  The impact of foreign currency on sales for the
second quarter of 2006 was a negative $300,000.

Net income in the second quarter was $12.7 million compared with
$9.4 million for the same period in 2005.  Net income in the
second quarter of 2006 included a non-recurring net tax benefit of
$2.9 million resulting from the Company's election to adopt a new
tax provision in Italy allowing for the revaluation of trademarks
for tax purposes only.

Additionally, results in the second quarter of this year included
a charge of $1.6 million ($1.1 million after taxes) related to FAS
123R, a new accounting standard adopted in the first quarter of
2006 that revised the requirements of accounting for share-based
compensation expense and the treasury method of calculating fully
diluted shares outstanding.

"Orthofix's second quarter results demonstrate the fundamental
strength of the Company's core operations," said CEO Alan
Milinazzo.  "The Company's operating earnings per share, which
have been at the high end of our range of guidance for the first
two quarters of this year, reflect the continued strong growth in
demand for our market-leading spine stimulation products coupled
with the successful launch of a new line of functional braces at
our Breg subsidiary.  Additionally, we are pleased with the
positive response we have received in the U.S. and abroad for our
most recently introduced internal fixation products."

Furthermore, reflecting normal seasonality, the Company indicated
that third quarter revenues are expected to be between $82 and $84
million.

                    Balance Sheet and Cash Flow

At June 30, 2006, total cash increased by $1.4 million during the
quarter, to $50 million.

The cash flow from operations during the first six months of 2006
totaled $1.6 million, down from $13.1 million over the first half
of last year.  Year-to-date cash flow during the first half of
2006 was impacted by increased investments in inventory and a
higher level of accounts receivable.

The inventory increase was the result of the Company's previously
announced restructuring activities around the world, including the
opening of a new international distribution center in Italy and
the purchase of a safety stock associated with the relocation of
A-V Impulse System pad production from the U.K to Mexico.

Orthofix International, N.V. (NASDAQ: OFIX) --
http://www.orthofix.com/-- is a global diversified orthopedic  
products company.  It offers a broad line of minimally invasive
surgical, and non-surgical, products for the Spine,
Reconstruction, and Trauma market sectors that address the
lifelong bone-and-joint health needs of patients of all ages-
helping them achieve a more active and mobile lifestyle.
Orthofix's products are widely distributed around the world to
orthopedic surgeons and patients via Orthofix's sales
representatives and its subsidiaries, including Breg, Inc., and
via partnerships with other leading orthopedic product companies,
such as Medtronic Sofamor Danek and Kendall Healthcare. In
addition, Orthofix is collaborating in R&D partnerships with
leading medical institutions such as the Orthopedic Research and
Education Foundation, Rutgers University, the Cleveland Clinic
Foundation, and National Osteoporosis Institute.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications on its 'BB-' corporate credit rating for Orthofix
International to negative from positive.


PARMALAT USA: Objects to Sun Co. and NY Finance Dept. Claims
------------------------------------------------------------
Parmalat USA Corporation, Milk Products of Alabama, LLC, and
Farmland Dairies, LLC, together with the Farmland Dairies LLC
Unsecured Creditors' Trust object to five recently discovered
proofs of claim filed in the U.S. Bankruptcy Court for the
Southern District of New York's electronic claims filing system.

Bankruptcy Services LLC, the Debtors' official claims agent, has
included the Electronically Filed Claims on the claims register
and assigned the Claims with specific numbers:

                          Assigned
    Claimant              Claim No.    Debtor       Claim Amount
    --------              ---------    ------       ------------
    Sun Company, Inc.
    (R&M)               1045 & 1046    Farmland           $6,127

    City of New York           1047    Farmland          352,180
    Dept. of Finance           1048    Sunnydale       1,170,121
                               1049    Parmalat USA      749,950

Sun Company asserts general unsecured claims for credit card debt
against Farmland.  The NYC Department Claims are priority tax
claims against the U.S. Debtors for commercial rent tax and
general corporation tax deficiencies.

Since the Debtors have BSI as their claims and noticing agent,
the Claimants should have not filed the Claims electronically,
David M. LeMay, Esq., at Chadbourne & Parke LLP, in New York,
argues.

The Debtors believe that the NYC Department, as well as its
related divisions, received actual notice of the bar date for
filing claims.  The Bar Date Notice provides specific
instructions on how to file a claim against the Debtors in their
Chapter 11 cases.

Among others, the Court-approved Bar Date Notice provides that a
proof of claim must be in writing and must be received by BSI on
or before the Bar Date by overnight or hand delivery, or mailing
of the original proof of claim to the U.S. Bankruptcy Court-
Parmalat USA Claims Docketing Center.  The Claims Docketing
Center will not be required to accept proofs of claim sent by
facsimile, telecopy or electronic mail transmission.

Hence, the U.S. Debtors and the Farmland Trust ask the Court to
disallow the Claims as being filed electronically.

Mr. LeMay also argues that the U.S. Debtors did not have any
potential liability in their books and records with respect to
Sun Company.  The Claimant was not included in the U.S. Debtors'
schedules of assets and liabilities.

The U.S. Debtors further contend that the Claims lack merit.

With respect to the NYC Department Claims, Parmalat USA and
Farmland included in their Schedules, contingent and unliquidated
liabilities to the Department, Mr. LeMay says.

According to Mr. LeMay, after Farmland learned of the NYC Claims,
it contacted the NYC Department to gain a better understanding of
the origin and basis of the Claims.  The Department was, however,
unable to provide any information other than that set forth in
the Claims -- unsubstantiated amounts requesting priority payment
for commercial rent tax and general corporation tax deficiencies.

Had the U.S. Debtors and the Farmland Trust been aware of the
Claims prior to the Claims Objection Deadline, they would have
certainly filed objections seeking disallowance of the Claims,
Mr. LeMay says.  Absent an order expunging and disallowing the
Claims, the Claims will be allowed and the NYC Department and Sun
Company will be excepted from the Bar Date Notice and Order.

The allowance of the Claims is severely prejudicial to the
Debtors' entire claims process, as well as each claimant whose
claims were previously expunged because of improper filing, Mr.
LeMay maintains.

                          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/)


PARMALAT USA: Asks Court to Extend Claims Objection Deadline
------------------------------------------------------------
Parmalat USA Corporation, Milk Products of Alabama, LLC, and
Farmland Dairies, LLC, together with the Farmland Unsecured
Creditors' Trust, ask the U.S. Bankruptcy Court for the Southern
District of New York to reconsider its last order extending their
Claim Objection Deadline, and, to the extent necessary, the
Confirmation Order, to permit them to file objections to recently
discovered claims.

The confirmed Plan of Reorganization of Farmland Dairies LLC, and
Plans of Liquidation of Parmalat USA Corp. and Farmland Stremicks
Sub, LLC -- formerly known as Milk Products of Alabama --
established the deadlines for the Debtors to object to claims:

    -- Aug. 11, 2005, for Farmland and MPA; and

    -- Sept. 23, 2005, for Parmalat USA.

Through various extension requests, the Court extended the U.S.
Debtors' Claim Objection Deadline to December 16, 2005.

Bankruptcy Services LLC, the Debtors' official claims agent, has
informed the U.S. Debtors of its discovery of five proofs of
claim filed electronically on the Court's electronic case filing
system, David M. LeMay, Esq., at Chadbourne & Parke LLP, in New
York, relates.  Two claims were filed by Sun Company, Inc., and
the remaining three by the City of New York Department of
Finance.

The procedures and instructions for filing a proof of claim on
ECF, which can be found at the Court's official Web site, provide
very specific instructions when it is appropriate to file a claim
electronically, Mr. LeMay notes.

Pursuant to the Instructions, an attorney should not proceed with
the filing of a claim on the ECF in certain situations, including
on bankruptcy cases with claims agent, in which instance, the
attorney should refer to the bar date notice or contact the
claims agent.

The U.S. Debtors believe that the Claimants of the Electronically
Filed Claims received actual notice of the Bar Date.

Mr. LeMay points out that the Bar Date Notice and the Bar Date
Order unambiguously provide that all creditors must submit a
proof of claim "in writing" so that any the claim is received on
or before the Bar Date.

"A plain reading of the Instructions and Bar Date Order clearly
demonstrates that the Electronically Filed [Claims] must be
disallowed and expunged," Mr. LeMay asserts.

Even if the Electronically Filed Claims were improperly filed and
should be disallowed and expunged on that basis alone, the U.S.
Debtors further contend that the Claims lack merit and assert
liabilities that are absent from the Debtors' books and records.

However, because no objection was filed to the Claims by the
Claim Objection Deadline, the Claims are deemed allowed pursuant
to Section 502(a) of the Bankruptcy Code.

The U.S. Debtors believe that reconsideration is warranted under
the circumstances.

                          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/)


PENN NATIONAL: To Amend Purchase Agreement With Mohegan Tribal
--------------------------------------------------------------
Penn National Gaming, Inc. has agreed with the Mohegan Tribal
Gaming Authority to amend its October 14, 2004 Purchase Agreement,
under which the MTGA will irrevocably waive any post-closing
termination rights under the Purchase Agreement and will release
Penn National from substantially all liability arising out of the
Purchase Agreement.  

Pursuant to the amended agreement, Penn National will make
payments to the MTGA totaling $30 million over a five-year period
beginning with the one year anniversary of the commencement of
slot operations at Pocono Downs.

"The amended purchase agreement finalizes the Pocono Downs sale
and eliminates potential disputes related to the transaction,"
Peter M. Carlino, Chief Executive Officer of Penn National
commented.  "We look forward to directing our full energies and
resources in Pennsylvania to the development of Hollywood Casino
at Penn National."

Penn National Gaming, Inc. (Nasdaq: PENN) --
http://www.pngaming.com/-- owns and operates casino and horse  
racing facilities with a focus on slot machine entertainment.
The Company presently operates fifteen facilities in thirteen
jurisdictions including Colorado, Illinois, Indiana, Iowa,
Louisiana, Maine, Mississippi, Missouri, New Jersey, Ohio,
Pennsylvania, West Virginia, and Ontario.  In aggregate, Penn
National's facilities feature over 17,500 slot machines, over 400
table games, over 2,000 hotel rooms and approximately 575,000
square feet of gaming floor space.  The property statistics in
this paragraph exclude two Argosy properties which the company
anticipates divesting, but are inclusive of the Company's Casino
Magic - Bay St. Louis, in Bay St. Louis, Mississippi and the
Boomtown Biloxi casino in Biloxi, Mississippi, which remain closed
following extensive damage incurred as a result of Hurricane
Katrina.

                           *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Moody's Investors Service raised the ratings of Penn National
Gaming, Inc., and assigned a stable ratings outlook, including its
Corporate family rating, to Ba2 from Ba3; $750 million revolver
due 2010, to Ba2 from Ba3; $325 million term loan due 2011, to Ba2
from Ba3; $1,650 million term loan B due 2012, to Ba2 from Ba3;
$175 million 8.875% guaranteed senior subordinated notes due 2010,
to Ba3 from B2; $200 million 6.875% guaranteed senior subordinated
notes due 2011, to Ba3 from B2; and $250 million 6.750% not
guaranteed senior subordinated notes due 2015, to B1 from B3.

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Standard & Poor's Ratings Services raised its ratings on casino
owner and operator Penn National Gaming Inc., including its issuer
credit rating to 'BB' from 'BB-'.


PENN TRAFFIC: Lenders Further Extend Financials Release Deadline
----------------------------------------------------------------
In light of the governmental investigations seeking information
relating to The Penn Traffic Company's promotional and allowance
practices and policies, Penn Traffic would be further delaying the
finalization and release of its audited financial statements for
its 2003, 2004, 2005 and 2006 fiscal years.

At Penn Traffic's request, lenders under its $164 million
revolving credit facilities have agreed to extend the Sept. 30,
2006 deadline for delivery of its audited financial statements to
Dec. 31, 2006, enabling Penn Traffic to continue to access fully
its working capital facility.

At July 28, 2006, Penn Traffic had undrawn availability of
approximately $44 million and a 30-day average undrawn
availability of approximately $43 million under this revolving
credit facility.

"We continue to be extremely gratified that our lenders have been
understanding in working with us," said Robert Chapman, Penn
Traffic's President and Chief Executive Officer, "and we look
forward to getting past this disruption so that we can achieve the
goals we established for our reorganized Company and its more than
8,500 employees."

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names.  Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
took effect on Apr. 13, 2005.


PHOTOWORKS INC: Employs Andrew Wood as President and CEO
--------------------------------------------------------
PhotoWorks, Inc., disclosed that Andrew Wood will commence his
employment as President and Chief Executive Officer on
August 16, 2006.

Mr. Wood currently serves on the Company's board of directors.
Pursuant to his employment agreement, Mr. Wood will receive a base
salary of $250,000 per year.  He will also receive a grant of
options to purchase 500,000 shares of the Company's common stock.
The grant will vest over four years, with 25% vested immediately
and the remainder vesting ratably on a monthly basis over the
following four years.  The Company will also pay Mr. Wood an
annual bonus up to 50% of his base salary.

In connection with his relocation to the Seattle area, the Company
has also agreed to reimburse him for his accommodation costs in
the Seattle area for a period of six months for a furnished one
bedroom apartment or studio, as well as his air travel expenses
between Seattle and San Francisco on a weekly return basis.

The Company disclosed that Mr. Wade Pfeiffer's last day as chief
financial officer and chief operating officer was August 11, 2006.

Headquartered in Seattle, Washington, PhotoWorks(R), Inc.
(OTCBB:FOTO) -- http://www.photoworks.com/-- is an Internet based  
digital photo-publishing company.  The company's web based
services allow PC and Mac users to create hard bound photo books,
customized greeting cards, calendars, prints and other photography
sourced products straight from their computers.  Formerly known as
Seattle Film Works, PhotoWorks has a 30-year national heritage of
helping photographers share and preserve their memories with
innovative and inspiring products and services.

                      Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the financial statements for the year ending Sept. 30, 2005.  The
auditing firm pointed to the Company's net losses and cash flow
shortages.


PHOTOWORKS INC: June 30 Balance Sheet Upside-Down by $2.3 Million
-----------------------------------------------------------------
PhotoWorks, Inc., reported its financial results for the third
quarter ended June 30, 2006, to the Securities and Exchange
Commission on Aug. 4, 2006.

For the three months ended June 30, 2006, the Company incurred a
$1.3 million net loss on $2.7 million of net revenues, compared to
a $1.6 million net loss on $3.1 million of net revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $2.3 million
in total assets and $4.6 million in total liabilities, resulting
in a $2.3 million stockholders' deficit.

The Company's June 30 balance sheet showed strained liquidity with
$1.7 million in total current assets available to pay $2.1 million
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?f67

                      Going Concern Doubt

Williams & Webster, PS, expressed substantial doubt about the
Company's ability to continue as a going concern after it audited
the financial statements for the year ending Sept. 30, 2005.  The
auditing firm pointed to the Company's net losses and cash flow
shortages.

Headquartered in Seattle, Washington, PhotoWorks(R), Inc.
(OTCBB:FOTO) -- http://www.photoworks.com/-- is an online   
photography services company.  Every day, photographers send film,
memory cards and CDs, or go to the Company's website to upload,
organize and email their pictures, order prints, and create
Signature Photo Cards and Custom Photo.


PLAYTEX PRODUCTS: Reduced Leverage Cues S&P to Lift Rating to B+
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on Playtex
Products Inc.  The corporate credit rating was raised to 'B+' from
'B'.  The rating outlook is stable.  As of July 31, 2006,
approximately $585 million of debt is affected by this action.

"The rating upgrade is based on Playtex's significantly reduced
leverage and improved operating performance over the past two
years, which resulted in key credit measures that are in line with
the 'B+' rating category," explained Standard & Poor's credit
analyst Patrick Jeffrey.  "The company has improved its cost
structure while focusing on core business segments to enhance its
operating performance.  While we expect that the company will
continue to reduce debt through free cash flow generation, further
upside to the rating is limited over the near term by the highly
competitive operating environment in Playtex's core domestic
markets."

The rating on Playtex reflects the company's participation in the
highly competitive consumer and personal products sector, where it
faces much larger competitors.  The rating also reflects modest
sales trends and high leverage.  However, Playtex has helped
stabilize its operations during the past two years through debt
reduction and improved operating efficiencies.

Playtex's strengthened operating performance is a result of an
improved cost structure, the divestment of noncore business
segments, and an increased focus on new product development.
Operating margins rose to 20.1% for the past 12 months ended June
30, 2006, from 18.4% in fiscal 2004, through better cost-control
management.  However, margins remain well below the 23.8% level in
2001, and are expected to continue to be challenged by promotional
activity from competitors and increasing raw material costs over
the near term.  The company generates most of its sales from
products in sectors in which Playtex maintains leading market
positions.  However, sales growth remains challenging due to
competition from larger players (such as Procter & Gamble Co. and
Schering-Plough Corp.), which limits pricing flexibility.


QUANTA CAPITAL: Posts $42.9 Million Net Loss in 2nd Quarter
-----------------------------------------------------------
Quanta Capital Holdings Ltd. reported financial results for the
second quarter ended June 30, 2006.

The company reported a $42.9 million net loss for the second
quarter 2006, compared with an $8.5 million net income in the
same period last year.

Net loss excluding net realized losses on investments for the
second quarter of 2006 was $36.2 million, compared with net income
excluding realized gains on investments for the second
quarter of 2005 of $7.7 million.

Second quarter 2006 results include additional provision for
employee severance of approximately $10.7 million which is a
direct result of the Company's decision to place most of its
specialty insurance and reinsurance lines into orderly run-off
and $3.6 million in additional losses from the 2005 hurricanes.  
The Company also recognized $12.6 million as goodwill impairment
expense related to its investment in ESC as Quanta's insurance
companies are no longer writing environmental policies that
complement ESC's ongoing business.

                    Strategic Alternatives

The Company continues to pursue strategic alternatives, which
may include:

   -- the sale of the Company or some or all of its businesses;

   -- the commutation of certain contracts;

   -- sale of renewal rights of certain business lines;

   -- the engagement of an administrator to run-off all or a
      portion of its book of business; or

   -- a combination of one or more of these alternatives.

Key developments during the second quarter of 2006 also included
the decision to cease underwriting or seeking new business and
to place most of its remaining specialty insurance and
reinsurance lines into orderly run-off following A.M. Best
rating actions and the subsequent withdrawal of its ratings.
Quanta's Lloyd's syndicate and environmental consulting
business, ESC, are not included in the run-off plan and will
continue to seek new business.

Gross written premiums for the second quarter of 2006 were
$32.9 million and net written premiums were $10.1 million.  This
includes $23.3 million and $15.8 in gross and net written premium
from Lloyd's and $24.9 million and $10.4 million in gross and net
written premium from the Company's homebuilder's program, known as
HBW.  We expect that HBW will continue to generate premium until
December 2006 when it will be terminated.  The Company also
returned $27.7 million in gross written premium to policyholders
following policy cancellation and commutations.  In future
periods, the Company believes that comparisons versus prior year
results are not meaningful as the Company is underwriting a
limited amount of new policies.

Net premiums earned in the second quarter were $60.4 million.  
Specialty insurance contributed $51.2 million of the net premiums
earned and specialty reinsurance contributed $9.2 million.  
Technical services revenues for the second quarter of 2006 were
$7.8 million compared to revenues of $7.2 million for the second
quarter of 2005.

The company also disclosed that it has started the process of
communicating its run-off plan with its regulators during the
second quarter of 2006.

                      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 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.

                        *     *     *

As reported in yesterday's Troubled Company Reporter, 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.

The company disclosed that the A.M. Best rating action triggered
a default under Quanta's credit facility.


REAL ESTATE: Files for Bankruptcy; Hotel not in Danger of Closing
-----------------------------------------------------------------
Officials of The Decatur Conference Center and Hotel disclosed
that the former Holiday Inn would not close its business
operations, after its parent company, Real Estate Investors of
Decatur LLC, filed for Chapter 11 bankruptcy protection with the
U.S. Bankruptcy Court for the Central District of Illinois on
August 9, 2006, Herald & Review reports.

Tim Raycraft, attorney of the Decatur developer John S. Cardwell,
said in an interview that the Debtor will not close its doors and
Central Illinois Bank will not try and close the doors.  "It's a
big asset to Decatur.  Everybody wants to see the hotel stay in
business."  Mr. Raycraft commented.

According to Mr. Raycraft, the parent company's bankruptcy filing
resulted to the Bank's foreclosure action involving the former
Holiday Inn Select Hotel and Conference Center after efforts to
reach another short-term loan extension failed.

The Bank filed a complaint on June 27, 2006, against the Debtor,
alleging the Debtor was in default on the hotel's mortgage for
more than $12.6 million.  Another complaint involves a $500,000
second mortgage, for which $37,218.21 was due.  The Bank claimed
that no payments have been made toward the retirement of either
debt in nearly a year.

In addition, the Bank sought the Court's authority to sell the
property.  The Bank also wanted to take possession of the hotel or
to have a receiver in place to collect money taken in by the hotel
and put it toward the debt.

Scott Perry, writing for Herald & Review, stated that Mr.
Cardwell, Decatur Hospitality Services LLC, fka Cardwell and
Randall Hospitality Services LLC, and James R. Randall, are
involved in a pending local case.  Mr. Cardwell and Mr. Randall
are named in two additional counts each as being personally liable
for the debt based on their having signed as guarantors of the
note.

On Aug. 10, 2006, Judge Mary P. Gorman issued an order that the
Debtor will retain possession of the hotel for the time being.  
Judge Garman set Dec. 8, 2006, as the deadline to file a chapter
11 plan.  Moreover, the Debtor has until Aug. 25, 2006, to file
its schedules and financial statements, Mr. Perry added.


REAL ESTATE: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Real Estate Investors of Decatur, LLC
        101 South Main Street Suite 400
        Decatur, Illinois 62523

Bankruptcy Case No.: 06-71033

Type of Business: The Debtor owns four hotels in Illinois.

Chapter 11 Petition Date: August 9, 2006

Court: Central District of Illinois (Springfield)

Judge: Mary P. Gorman

Debtor's Counsel: John Barr, Esq.
                  Barr & Barr
                  P.O. Box 50
                  Decatur, Illinois 62525
                  Tel: (217) 875-5311
                  Fax: (217) 875-5742

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

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


REFCO INC: Chap. 11 Trustee Hires Conyers Dill as Bermuda Counsel
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorizes Marc Kirschner, the Chapter 11 trustee overseeing the
Refco Capital Markets, Ltd.'s estate, to employ Conyers Dill &
Pearman, as his special Bermuda counsel.

Judge Robert Drain rules that if Conyers Dill seeks a waiver to
represent Russia Growth Fund Ltd., on any matter in which the
counsel would be adverse to RCM, and the RCM Trustee chooses not
to grant the requested waiver, then:

   (i) Conyers Dill may withdraw from further representation of
       RCM and may represent RGF on any matter; and

  (ii) neither RCM nor the RCM Trustee will assert, or permit
       anyone on RCM's behalf to assert, that Conyers Dill's
       prior representation of RCM should disqualify it from
       representing RGF in any manner.

Conyers Dill may be compensated in accordance with an engagement
letter with the RCM Trustee, subject to applicable requirements
for payment of fees and disbursements.  No party may challenge
Conyers Dill's fees under Section 328(c) of the Bankruptcy Code
to the extent the Bermuda counsel provides services to RGF
consistent with the provisions of the Order and the Agreement.

Tina L. Brozman, Esq., at Bingham McCutchen LLP in New York,
tells the Court that on October 19, 2005, RCM and Refco Global
Finance, Ltd., filed voluntary winding up petitions in Bermuda.
On October 26, 2005, the Bermuda court appointed joint
provisional liquidators in the Bermuda Proceedings.

Conyers Dill will:

  (1) advise the Trustee with respect to his powers and duties
      under Bermuda law in the management and operation of RCM's
      business and properties;

  (2) attend meetings and negotiate with representatives of
      creditors and other parties-in-interest of RCM in Bermuda
      and advise and consult on the conduct of the case,
      including all of the legal and administrative requirements
      of operating in a provisional liquidation parallel to a
      U.S. bankruptcy proceeding;

  (3) take all necessary actions to protect and preserve the RCM
      estate, including the prosecution of actions on its behalf,
      the defense of any actions commenced against it,  
      negotiations concerning all litigation in which RCM and the
      Trustee may be involved in Bermuda and objections to claims
      filed in Bermuda against the estate;

  (4) interface and coordinate with the joint provisional
      liquidators and any analogous parties that may be appointed
      under the laws of various jurisdictions;

  (5) prepare on behalf of the Trustee all motions, applications,
      answers, orders, reports and papers necessary to the
      administration in Bermuda of the RCM estate;

  (6) negotiate and prepare on the Trustee's behalf, a scheme of
      arrangement or other resolution of the RCM estate,
      explanatory statements and all related agreements and
      documents and take any necessary action on behalf of RCM to
      obtain approval of the scheme or other resolution of the
      RCM estate; and

  (7) appear before the Bermuda Supreme Court, the Bermuda
      Court of Appeal, Bermuda Magistrate Courts and Bermuda
      regulatory bodies and protect the interests of RCM's estate
      before the Bermuda courts and regulators.

Robin J. Mayor, Esq., a partner at Conyers Dill, is one of the
lead professionals from her firm performing services to the
Trustee.  Ms. Mayor charges $575 per hour her services.

Other Conyers Dill expected to be primarily involved in the case
and their current hourly rates are:

      Professional         Designation    Hourly Rate
      ------------         -----------    -----------
      David Cooke          Partner           $605
      Paul Smith           Counsel           $575
      Daina Casling        Associate         $350
      Guy Cooper           Associate         $340

The firm's customary rates are:

      Designation          Hourly Rate
      -----------          -----------
      Partners             $420 - $620
      Associates           $300 - $540

Ms. Mayor assures the Court that Conyers Dill does not represent
any interest materially adverse to RCM, its creditors and its
estate.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


REFCO INC: Ch. 7 Trustee Has Until Sept. 12 to Decide on Contracts
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended, until September 12, 2006, the time within which Albert
Togut, the Chapter 7 trustee overseeing Refco, LLC's estate, may
assume or reject certain executory contracts.

The Chapter 7 trustee continues to identify and analyze executory
contracts to which the Chapter 7 Debtor is a counterparty, to
determine which contracts the estate will need to assume or
reject, Scott E. Ratner, Esq., at Togut, Segal & Segal LLP, in New
York, explains.

To date, Mr. Ratner tells the Court, the Refco LLC Trustee has
identified, evaluated and disposed of more than 700 executory
contracts, by either rejection or assumption and assignment of
the contracts to Man Financial, Inc.  Nearly all of the assumed
and assigned executory contracts involved broker agreements.

Approximately 70 executory contracts, mostly equipment or vendor
contracts, are still being evaluated and whose final disposition
has not yet been determined, Mr. Ratner reports.

Since the Chapter 7 Filing Date, the Refco LLC Trustee has met
all obligations imposed on Refco LLC's estate under Section 365
with respect to executory contracts, Mr. Ratner says.  The
Trustee also is performing all of the estate's obligations under
Refco LLC's Acquisition Agreement with Man Financial.

Mr. Ratner contends that Man Financial is entitled to receive
performance under, and the benefit of, certain of Refco LLC's
executory contracts for a specified period of time pursuant to
the Acquisition Agreement.

Mr. Ratner assures the Court that the Extension Request is (i)
without prejudice to the rights of any of the non-debtor
counterparties to seek, for cause shown, an earlier date upon
which the Refco LLC Trustee must assume or reject a specific
contract and (ii) without prejudice to the Trustee's right to
seek a further extension if necessary and appropriate.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 36; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


RESOURCE REAL: Fitch Holds Low-B Ratings on $43.12 Mil. Notes
-------------------------------------------------------------
Fitch assigns these ratings to Resource Real Estate Funding CDO
2006-1, Ltd. and Resource Real Estate Funding CDO 2006-1, LLC:

    -- $129,370,000 class A-1 senior secured floating-rate term
       notes due 2046 'AAA';

    -- $17,420,000 class A-2-FL second priority senior secured
       floating- rate term notes due 2046 'AAA';

    -- $5,000,000 class A-2-FX second priority senior secured
       fixed- rate term notes due 2046 'AAA';

    -- $6,900,000 class B third priority floating-rate term notes
       due 2046 'AA';

    -- $20,700,000 class C fourth priority floating-rate
       deferrable interest term notes due 2046 'A+';

    -- $15,520,000 class D fifth priority floating-rate deferrable
       interest term notes due 2046 'A-';

    -- $20,700,000 class E sixth priority floating-rate deferrable
       interest term notes due 2046 'BBB+';

    -- $19,830,000 class F seventh priority floating-rate
       deferrable interest term notes due 2046 'BBB';

    -- $17,250,000 class G eighth priority floating-rate
       deferrable interest term notes due 2046 'BBB-';

    -- $12,930,000 class H ninth priority floating-rate deferrable
       interest term notes due 2046 'BBB-';

    -- $14,660,000 class J tenth priority fixed-rate deferrable
       interest term notes due 2046 'BB';

    -- $28,460,000 class K eleventh priority fixed-rate deferrable
       interest term notes due 2046 'B'.

The ratings of the class A-1, A-2-FL, A-2-FX and B notes address
the likelihood that investors will receive fully and timely
payments of interest, as per the governing documents, as well as
the aggregate outstanding amount of principal by the stated
maturity date.  The ratings of the class C, D, E, F, G, H, J and K
notes address the likelihood that investors will receive ultimate
interest and capitalized interest payments, as per the governing
documents, as well as the aggregate outstanding amount of
principal by the stated maturity date.

The ratings are based upon the credit quality and mixture of the
underlying assets and credit enhancement provided to the capital
structure through subordination and excess spread.

Proceeds from the issuance will be invested in a portfolio of
primarily unrated commercial mortgage B-notes, mezzanine loans,
whole loans and bank loans, as well as commercial mortgage backed
securities, commercial real estate collateralized debt obligations
and credit tenant leases.  Approximately 83% or $285.8 million of
the target portfolio was purchased at closing.  The collateral was
selected and will be monitored by Resource Real Estate, Inc. as
the collateral manager.  RRE will have 270 days from the closing
date to ramp up the portfolio to the target amount of
$345 million.  The notes have a stated maturity of 2046 and
monthly payments on the notes will begin in September 2006.

RREF CDO 206-1 will have a five-year reinvestment period, during
which principal proceeds may be used to invest in substitute
collateral subject to certain covenants and reinvestment
parameters outlined in the governing documents.

RRE will be the collateral manager for RREF CDO 2006-1. RRE,
originates, acquires, invests in, and manages a diversified
portfolio of commercial real estate loans and securities,
including whole loans, B notes, mezzanine loans and CMBS
investments.  As of March 31, 2006, RRE has an equity portfolio in
excess of $600 million diversified across 6,000 apartments and
1.6 million square feet of commercial space.  RRE is a wholly
owned subsidiary of Resource America, Inc., a publicly traded
specialized asset management company, which as of March 31, 2006
manages approximately $9.5 billion, including 15 CDOs through its
affiliates Ischus, Trapeza, and Apidos.  Fitch views favorably
RRE's plans to use Wachovia Bank, National Association (rated 'CPS
2+' by Fitch) as the primary servicer for this transaction. RRE
will act as the special servicer.  Fitch finds RRE to be an
acceptable CREL CDO manager for RREF CDO 2006-1.

Resource Real Estate Funding CDO 2006-1, Ltd. is a Cayman Islands
exempted company.  Resource Real Estate Funding CDO 2006-1, LLC is
a Delaware limited liability company.


REVLON CONSUMER: Incurs $85.2 Million Net Loss in Second Quarter
----------------------------------------------------------------
Revlon Consumer Products Corporation disclosed its financial
results for the second quarter ended June 30, 2006, to the
Securities and Exchange Commission on Aug. 4, 2006.

For the three months ended June 30, 2006, the Company incurred a
$85.2 million net loss on $321.1 million of net revenues, compared
to a $36 million net loss on $318.3 million of net revenues in
2005.

At June 30, 2006, the Company's balance sheet showed $969.7
million in total assets and $2.09 billion in total liabilities,
resulting in a $1.1 billion stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?f68

Revlon, Inc. (NYSE:REV) -- http://www.revloninc.com/-- is a  
worldwide cosmetics, skin care, fragrance, and personal care
products company.  The Company's vision is to deliver the promise
of beauty through creating and developing the most consumer
preferred brands.  The Company's brands include Revlon(R),
Almay(R), Vital Radiance(R), Ultima(R), Charlie(R), Flex(R), and
Mitchum(R).  Revlon Consumer Products Corporation is Revlon,
Inc.'s wholly-owned operating subsidiary.

                           *    *    *

As reported in the Troubled Company Reporter on July 14, 2006,
Standard & Poor's Ratings Services revised its outlook on Revlon
Consumer Products Corp. to negative from stable, following its
proposed $75 million add-on term loan, and affirmed its 'B-'
rating and its recovery rating of '2' on Revlon's existing senior
secured term loan facilities that will now total $775 million.  
The 'B-' bank loan rating remains at the same level as the
corporate credit rating; this and the '2' recovery rating indicate
that the secured lenders can expect substantial (80%-100%)
recovery of principal in the event of default.


RICHARD ROWELLA: Case Summary & 5 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Richard A. Rowella
        486 North Salem Road
        Ridgefield, Connecticut 06877

Bankruptcy Case No.: 06-50328

Chapter 11 Petition Date: August 8, 2006

Court: District of Connecticut (Bridgeport)

Judge: Alan H.W. Shiff

Debtor's Counsel: Jeffrey Hellman, Esq.
                  Gregory B. Schiller, Esq.
                  Zeisler & Zeisler
                  558 Clinton Avenue
                  P.O. Box 3186
                  Bridgeport, Connecticut 06605
                  Tel: (203) 368-4234
                  Fax: (203) 397-5149

Total Assets: $1,018,539

Total Debts:  $1,429,190

Debtor's 5 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
QuesTech Financial LLC        Residence located at      $444,000
33 Mill Plain Road,           486 North Salem Road
2nd Floor                     in Ridgefield,
Danbury, CT 06810             Connecticut jointly
                              owned with wife.
                              Debtor's interest is
                              one half. Market value
                              is $968,000.

College Loan Corporation      Plus student loan          $61,000
16855 West Bernardo Drive,
Suite #100
San Diego, CA 92127

Carmody & Torrance                                       $18,000
P.O. Box 1950
New Haven, CT 06509

Sears                                                       $700
P.O. Box 182156
Cincinnati, OH 45218

Krystal Pool                                                $250
43 Gaylord Road
Gaylordsville, CT 06755


RIVERSTONE NETWORKS: Court Approves Revised Disclosure Statement
----------------------------------------------------------------
The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for
the District of Delware approved the Revised Disclosure Statement
explaining the Joint Disclosure Statements of Riverstone Networks,
Inc., nka RNA Wind Down Corp., and its debtor-affiliates on
August 9, 2006.

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind of
information to allow creditors to make informed decisions -- as
required in Section 1125 of the Bankruptcy Code.

                        Terms of the Plan

Pursuant to the Plan, the Debtors' assets will be transferred to a
Liquidating Trust on the effective date and would be tasked to
make distributions under the Plan.

The Debtors' Plan classifies these claims as unimpaired and
proposes to pay them in full:

   (a) administrative claims,

   (b) unclassified priority tax claims,

   (c) the secured claims of:

       -- Riverstone Networks, Inc.,
       -- The OASys Group, Inc.,
       -- Riverstone Networks SPC, Inc.,
       -- Pipal Systems, Inc.,
       -- Blue Coast, Inc.,

   (d) the priority claims of:

       -- Riverstone Networks, Inc.,
       -- The OASys Group, Inc.,
       -- Riverstone Networks SPC, Inc.,
       -- Pipal Systems, Inc.,
       -- Blue Coast, Inc.,

   (e) personal injury and other insured claims against Riverstone
       Networks, Inc.

Holders of general unsecured claims and indemnification claims
will be paid in full over time and their claims will earn a 5%
interest per annum until fully paid.

Each holder of the Debtors' bonds will be paid a pro-rata share of
the allowed aggregate bondholder claim.

Holders of equity interests will get nothing under the Plan.

                            Schedules

A hearing to consider confirmation of the Debtors' Plan is set on
Sept. 12, 2006.  Ballots and objections are due by Sept. 5, 2006.

A copy of the Revised Disclosure Statement is available for a fee
at http://www.ResearchArchives.com/bin/download?id=060814221509

Based in Santa Clara, California, Riverstone Networks, Inc.
-- http://www.riverstonenet.com/-- provides carrier Ethernet
infrastructure solutions for business and residential
communications services.  The company and four of its affiliates
filed for chapter 11 protection on Feb. 7, 2006 (Bankr. D. Del.
Case Nos. 06-10110 through 06-10114).  Edmon L. Morton, Esq., and
Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor LLP,
represent the Debtors.  Kerri K. Mumford, Esq., at Landis Rath &
Cobb LLP, represents the Official Committee of Unsecured
Creditors.  The firm Brown Rudnick Berlack Israels LLP serves as
counsel to the Official Committee of Equity Security Holders.  As
of Dec. 24, 2005, the Debtors reported assets totaling $98,341,134
and debts totaling $130,071,947.


ROSAMOND LAND: Case Summary & Largest Unsecured Creditor
--------------------------------------------------------
Debtor: Rosamond Land Company
        7125 McAdams Lane
        Felton, California 95018

Bankruptcy Case No.: 06-51525

Chapter 11 Petition Date: August 11, 2006

Court: Northern District of California (San Jose)

Judge: Roger L. Efremsky

Debtor's Counsel: Henry B. Niles, III, Esq.
                  Law Offices of Henry B. Niles, III
                  340 Soquel Avenue, Suite 105
                  Santa Cruz, California 95062
                  Tel: (831) 457-4545
                  Fax: (831) 457-4555

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Franchise Tax Board           1994 to present            $17,000
P.O. Box 1468
Sacramento, CA 95812


ROTECH HEALTHCARE: Moody's Junks $300 Million Sr. Notes' Rating
---------------------------------------------------------------
Moody's Investors Service downgraded the credit ratings of
Rotech Healthcare, Inc.,  reflecting significantly lower than
anticipated cash flow, creating a potential liquidity shortfall,
and increasing the probability of a default.  The outlook remains
negative.

Due to continuing Medicare reimbursement pressure, particularly
for the compounded version of Budesonide and other respiratory
drugs, Rotech's revenue declined by 5% for the six months ended
June 30 2006.  More importantly, the company only reported
approximately $2 million of operating cash flow and generated
negative free cash flow of approximately $32 million during the
same time period.

In its April 27, 2006 credit opinion, Moody's had originally
expected that Rotech would generate between $40 million to
$50 million of operating cash flow and negative free cash flow
of $10 to $15 million for the twelve months ended December 31,
2006.  Based on current operating trends, Moody's now anticipates
that the Rotech will barely generate positive operating cash flow,
resulting in negative free cash flow of $55 million to $70 million
for fiscal 2006.

Moody's believes that the larger than anticipated deterioration in
cash flow could create a liquidity short-fall for the following
reasons.  First, Rotech has only $28 million in available cash as
of July 31, 2006. Second, while the company
has $13 million of available borrowings on its $75 million
revolving credit facility, Moody's notes that the company was not
in compliance with its financial covenants for the quarter
ended June 30, 2006.

The company has obtained a waiver from its bank through September
15, 2006, and is currently seeking to refinance its current senior
secured credit facility.  If Rotech is not able to successfully
restructure its facility and access additional funds, it is
conceivable that the company would not have sufficient funds to
continue operating by the end of the year, considering its low
cash position and deteriorating cash flow.   Moody's also
commented that the company's liquidity is being affected by
unfavorable trends in receivables, which have generally been
outstanding for longer periods of time than
just a year ago.

Moody's also notes that Rotech, along with two other firms,
received an FDA warning letter to stop the manufacturing and
distributing certain inhalation drugs.  If the company does not
address the issues identified in the FDA warning letter, Rotech
risks enforcement action.

The negative outlook reflects the near term likelihood of weak
cash flow and limited liquidity available to grow the business and
to pay existing debt.  The outlook also considers continued
reimbursement pressure, particularly from Medicare, and additional
potential unfavorable legislative and regulatory changes,
including competitive bidding from home medical equipment.

These ratings were downgraded with a negative outlook:

   * $75 million revolving credit facility, due 2007, to
     B2 from Ba3

   * $42 million senior term loan, due 2008, to B2 from Ba3

   * $300 million face amount senior subordinated notes, due
     2012, to Caa3 from B3

   * Corporate Family Rating, to Caa2 from B2

Rotech Healthcare, Inc., headquartered in Orlando, Florida,
provides home respiratory therapy, including service, medication
and equipment, as well as durable home medical equipment to over
100,000 patients nationally.  Net revenue for the year ended
December 31, 2005 was $533 million.


SEA CONTAINERS: Restructuring Program Continues as Planned
----------------------------------------------------------
Sea Containers Ltd. disclosed certain information regarding the
Company's operations and financial position including the
performance of its subsidiary Great North Eastern Railway.  The
Company has not yet completed its 2005 annual report on Securities
and Exchange Commission Form 10-K or its first and second 2006
quarterly reports on SEC Form 10-Q.

Commenting on Sea Containers' current financial position, Bob
MacKenzie, President and Chief Executive Officer, said: "Our
priority is to tackle the underperforming operations, simplify and
reduce the cost base and place the Company on a sound footing
through necessary financial restructuring.  GNER in particular
faces significant challenges, as outlined below, and I believe the
original projections for the franchise now appear optimistic.  I
intend to devote attention over the coming months to address this
situation, spending time in the business and with the UK
Government's Department for Transport.

"Armed with the business plan which the Company has prepared over
the past few months, we are now able to engage in dialogue with
financial stakeholders and embark on the active phase of our
restructuring program.  We are pleased to have achieved the sale
of Silja within the desired timeframe and that the disposal of
other ferry and non-core assets is well underway.  Both partners
in the GE SeaCo joint venture are firmly focused on improving the
competitiveness through reduced cost and improved technology.  But
the anticipation that we will not be able to pay the senior notes
due on October 15, 2006 unless we have adequate working capital
and can be sure of our ability to pay the other public notes
maturing in subsequent years, puts a critical time pressure on the
restructuring process. Although the seas are rough, we are
navigating a route through this."

Sea Containers' total consolidated cash position at June 30, 2006
was $178 million.  Of this amount, approximately $79 million was
restricted as security for obligations to third parties, and
approximately $57 million was held in subsidiaries and could not
be remitted back to the Company for various legal, regulatory or
bank covenant reasons.  The combined $136 million is described as
"unavailable cash" while the remaining $42 million at June 30,
2006 is described as "free cash".   The Company has not applied
this free cash to retire its public notes and is treating it as
available to meet ongoing operating requirements.

At July 31, 2006, the Company's total cash was approximately $144
million, a reduction of $34 million from total cash of $178
million at June 30, 2006.  Of the $144 million at July 31, 2006,
$64 million was unavailable cash and $80 million was free cash.  
Unavailable cash has therefore reduced by $72 million, and free
cash has increased by $38 million.  

The reduction in unavailable cash reflected principally the
application of restricted cash of $51 million to repay partially
one of the Company's secured container debt facilities.  A further
$7 million was paid from restricted cash to repay partially a
second secured container debt facility.  In addition, there was a
release from unavailable cash to free cash of $14 million held
within Silja on completion of the sale.  

The main contribution to the increase in free cash during July was
$65 million from the sale of Silja, offset by payment of
$14 million to settle the GE SeaCo arbitration with GE Capital and
a $13 million net outflow for operating, interest and capital
expenditure payments.

                      Status of Ferry Sales

As reported on July 19, 2006, the Company completed the sale of
its Baltic ferry subsidiary Silja Oy Ab and the six vessels
deployed on Silja's core routes.  

Sea Containers has separately completed the sale of the Walrus,
Rapide and SuperSeaCat 1 for a total of $48 million, all of which
was used to repay debt secured by the vessels

Sea Containers is continuing its efforts to sell its remaining
ferry assets and businesses and is in active dialogue with a
number of parties regarding the sale of several of its vessels.  
To maximize value, the Company may decide to continue operating or
chartering certain vessels for a period of time before ultimately
selling them.  The Company estimates that the ferry vessels shown
in the table above are presently valued in a range $127 million to
$137 million.  

At July 31, 2006, Sea Containers had $610 million of consolidated
debt outstanding associated with these businesses:

            Business                       Debt Outstanding
            --------                       ----------------
            Rail (largely GNER)               $15 Million
            Containers                        $140 Million
            Ferries                           $68 Million
            Public Notes                      $385 Million
            Other                             $2 Million
            --------                       ----------------
            Total                             $610 Million

In addition to the outstanding debt to financial institutions and
public note holders, the Company has a $20 million unsecured
liability to a shipyard that is due for payment by Sept. 29.

Except for GNER, the Company is either the primary obligor or the
guarantor of substantially all of this outstanding debt.

Pursuant to a forbearance agreement signed earlier this year with
one of its container banking syndicates, the Company formally
granted a security interest over cash balances held on deposit
with the banks over which the banks had legal rights of set off.  
The Company further agreed in exchange for continued forbearance
to apply the pledged cash, after the completion of the Silja sale,
to repay in part secured debt outstanding to the syndicate.
Accordingly, after Silja was sold, the Company repaid
approximately $51 million of debt secured by containers.  

The Company is in active discussions with a number of financial
institutions to refinance its existing container debt facilities.  
The primary purpose of a refinancing would be to replace liquidity
used to repay secured container debt following the Silja sale.

The Company remains in default under many of its secured credit
facilities due to breaches of certain financial covenants and
other requirements contained in these facilities.  The Company's
secured and other credit facilities also generally include cross-
default provisions so that non-compliance with a covenant in one
secured credit facility constitutes a default under substantially
all other credit facilities.  No lender has taken any action to
exercise remedies in respect of any events of default, and the
Company is in continuing discussions with its remaining lenders
regarding such defaults.

The Company is also in default under various covenants in its
public note indentures including failure to apply asset sale
proceeds to retire public notes.  As previously reported on June
12, 2006, the Company has not made an "excess proceeds offer"
under those indentures to retire public notes.  The Company's free
cash balance at July 31, 2006 of $80 million included the benefit
of approximately $100 million of excess proceeds as described in
its news release of June 12, 2006.  No action has been taken
against the Company under the public note indentures.

The Company has prepared a business plan which includes certain
strategic and financial alternatives for the Company, including a
potential refinancing or permanent restructuring of the Company's
unsecured financial obligations.  The Company has provided
financial projections and other information under confidentiality
agreements to advisors who act for an ad hoc committee of public
note holders and, separately, to advisors for pension trustees.  
The Company intends in the next few weeks to begin discussions
with these advisors in respect of a potential restructuring of the
Company's unsecured financial obligations.

The Company is due to pay the $115 million principal amount of its
10_% senior notes on October 15.  Payment will not be made unless
the Company concludes that it will be able to pay in full when due
its other public notes maturing in 2008, 2009 and 2012 and all
other unsecured creditors, and to retain sufficient working
capital.  The interest coupon on the Company's 7.875% senior notes
due on August 15 will be paid.

                           GNER Results

In summary, GNER has underperformed the financial projections in
its franchise plan.  The Company says that the most important
variance to date arises from a shortfall in passenger revenue, but
additional pressure on financial performance is expected from
higher costs as well.

In the first 14 months of the new franchise to June 30, 2006,
several significant events outside GNER's control have materially
adversely affected GNER's financial results over that period and
its future prospects over the franchise period.  These include the
terrorist activity in London in July 2005, the decision by the UK
Office of Rail Regulation to allow additional open access
operators to compete with GNER, a weakening in the UK GDP growth,
significant increases in electricity prices, and improvement in
Network Rail's performance.  

Passenger revenue for the period May 1, 2005 to June 30, 2006 was
$918 million.  This represents a 3.3% increase compared to the
projected 9.9% increase in the franchise plan, causing passenger
revenue to be $60 million lower than projected for the 14-month
period.  GNER believes that just more than half of the shortfall
is due to the July 2005 terrorist activity in London.  GNER was
disproportionately affected by the terrorist activity compared to
other UK rail operators due to GNER's greater dependence on the
long-distance travel market to and from London and the focus of
the terrorist activity around Kings Cross Station in London.  A
claim has been submitted to the UK Department for Transport for
the partial recovery of lost revenue under the force majeure
mechanism of the franchise agreement.  This mechanism will not
compensate GNER fully, however, and the DfT has not concluded its
review of that claim.

GNER expects that its revenue projections may also be materially
adversely affected in the future by the ORR's decision in
connection with open access arrangements for competitors, recently
upheld by the High Court in London.

GNER's ability to meet its original projections will also be
materially impacted by the variable infrastructure payments to or
from Network Rail, which are largely outside GNER management
control.  There are two components.  One relates to payments to
GNER by Network Rail for its performance failure or disruption to
timetable through planned maintenance work by Network Rail, and
the other relates to payments from GNER to Network Rail for
providing improved rail infrastructure performance.  Network
Rail's performance is now expected to be better than anticipated
in GNER's franchise plan so that net payments to Network Rail
should continue at a higher level than planned.   

A further issue that is likely to affect materially GNER's
profitability relates to electricity charges.  These rose in April
2006 by 26%, considerably more than forecast in GNER's franchise
plan.  GNER has also received initial notification that a further
65% increase is likely to occur in April 2007, far in excess of
the assumptions made at the time of the bid.  Taken together the
2006 increase and expected 2007 increase would have an average
annual cost impact compared with the original franchise plan
assumption of approximately $20 million per annum from April 2007.  
GNER understands there is a further increase possible in
April 2008.

Although GNER management has begun to implement initiatives to
reduce aggregate controllable costs, these costs are not
sufficiently large to provide scope for improvements which could
significantly offset the potential shortfall in profitability.  In
light of this, GNER currently expects to make a profit or loss
result much lower than the net profit margin before tax of 3.75%
originally estimated in its plan.  In order to make dividend
payments to the Company, GNER must earn distributable profits and
also meet certain financial criteria under the franchise
agreement.  GNER does not presently expect to make any dividend
payments for the short to medium term.

                     Financial Support for GNER

Sea Containers is providing certain financial support arrangements
for GNER.

Under the franchise agreement, there is a bond in favor of the DfT
securing GNER's performance under the agreement.  This can be used
by the DfT in limited circumstances for specific purposes.  A bank
has issued the bond pursuant to a facility with GNER which the
Company has guaranteed.  The amount of the performance bond is
currently $27.5 million rising to $51.7 million in May 2007.

It is a condition of the franchise that GNER has in place a
$54 million standby credit facility during the term of the
franchise, callable by GNER in the event of liquidity need.

It is also a condition of the franchise that GNER has an
$18 million overdraft facility to provide additional working
capital if needed.  This facility is provided by a bank and
guaranteed by the Company.

                        About Sea Containers

London-based Sea Containers -- http://www.seacontainers.com/--   
engages in passenger and freight transport and marine container
leasing.  The Bermuda registered company is primarily owned by
U.S. shareholders and its common shares have been listed on the
New York Stock Exchange (SCRA and SCRB) since 1974.

Through its GNER subsidiary, Sea Containers Passenger Transport
operates Britain's fastest railway, the Great North Eastern
Railway, linking England and Scotland.  It also conducts ferry
operations, serving Finland and Estonia as well as a commuter
service between New York and New Jersey in the U.S.

                        *     *     *

In June 2006, Moody's Investors Service downgraded the senior
unsecured ratings and confirmed the senior secured rating of Sea
Containers -- Senior Unsecured to Caa3, Senior Secured at B3.
Moody's said the outlook is negative.

The downgrades were due to the increased probability of a
payment default following Sea Containers' disclosure that it is
unable to confirm whether it will pay the $115 million principal
amount of 10-3/4% senior unsecured notes due October 2006.


SEA CONTAINERS: S&P Holds Negative Watch on Junk Rating
-------------------------------------------------------
Standard & Poor's Ratings Services said that its ratings on Sea
Containers Ltd., including the 'CCC-' corporate credit rating,
remain on CreditWatch with negative implications.  Ratings were
lowered to current levels May 1, 2006; they were initially placed
on CreditWatch with negative implications on Aug. 25, 2005.

The CreditWatch update follows Sea Containers' update on its
operational and financial restructuring efforts, including the
statement that it will not pay its $115 million due Oct. 15, 2006,
on the 10-3/4% senior notes "unless the company concludes that it
will be able to pay.its other public notes maturing in 2008, 2009,
and 2012, and all other unsecured creditors, and retain sufficient
working capital." Sea Containers also said it "intends in the next
few weeks to begin discussions with. advisors [to public
noteholders and others] in respect of a potential restructuring of
the company's unsecured financial obligations."

"If a restructuring is undertaken that does not provide full value
to the noteholders, we would lower our ratings on the affected
notes to 'D' and the corporate credit rating to 'SD' [selective
default]," said Standard & Poor's credit analyst Betsy Snyder.

Sea Containers provided also an update on various other ongoing
restructuring efforts:

    * Sale of its Silja ferry unit was completed July 19, 2006,
      and proceeds applied to reduce debt (which has declined by
      $648 million since Dec. 31, 2005, to $610 million at July
      31, 2006);

    * Three ferries were sold for $48 million, which was used to
      repay secured debt on the vessels, and the company is
      seeking to sell other ferries with an estimated value of
      $127 million to $137 million;

    * Cash used in operating activities was $88 million for the
      first six months of the year, almost double the $46 million
      cash consumption of the prior-year period; and

    * The Great North Eastern Railway is significantly
      underperforming original projections, due to lower-than-
      forecast revenues (including the effect of terrorist attacks
      in London in July 2005) and higher-than-forecast costs.

The company noted also that it remains in covenant default on
various debt instruments, including its public notes, though no
creditors has taken action to exercise remedies.


SAINT VINCENTS: Court Approves Sun Life Escrow Agreement Changes
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the modification and supplements to the terms of St.
Vincents Catholic Medical Centers of New York and Sun Life
Assurance Company of Canada's Escrow Agreement.  The agreement
provides for the release and payment of certain account funds.

On February 11, 2005, Sun Life made a $30,000,000 loan to SVMC
evidenced by certain notes and secured by a Mortgage and Security
Agreement, covering real property owned by SVCMC located at 275
North Street in Harrison, New York.

As additional security, SVCMC also entered into an escrow
agreement with Sun Life and Northmarq Capital, Inc., as escrow
agent, pursuant to which the Debtor delivered $1,000,000 to
Northmarq for deposit into an escrow account.

Under the terms of the Escrow Agreement, the Account was funded
to assure the performance of, and payment for, certain
environmental Remediation Work to the Mortgaged Property.

The Escrow Agreement provided that so long as SVCMC is not in
default under the Escrow Agreement, the Mortgage, the Notes or
any of the Loan Documents, the funds in the Account could be
released under the performance criteria and the time periods
established.

SVCMC is in default under the Agreement, the Mortgage, the Notes
and the Loan Documents.

The parties stipulated and agreed that:

    (1) Prior to the release of any funds from the Account, SVCMC
        will provide Sun Life with:

           (a) evidence that the amounts to be released from the
               Account represent out-of-pocket expenses that are
               reasonable, necessary, and actually incurred to
               perform the Remediation Work; and

           (b) lien waivers from the providers of the Remediation
               Work.

    (2) Funds will be disbursed from the Account, in this manner:

           (a) Fifty percent of the Remediation Work will be
               deemed completed by SVCMC, and the Escrow Agent
               will release up to $450,000 from the Account to
               SVCMC, at that time SVCMC has provided Sun Life
               with evidence reasonably satisfactory to Sun Life
               that the 10,000-gallon USTs and all contaminated
               soil associated with those USTs have been excavated
               and removed from the Mortgaged Property.

           (b) One hundred percent of the Remediation Work will be
               deemed completed by SVCMC, and the Escrow Agent
               will release up to $450,000 from the Account to
               SVCMC, at the time SVCMC has provided Sun Life with
               evidence reasonably satisfactory to Sun Life that
               the installation of appropriate replacement fuel
               storage tanks for those 10,000-gallon USTs has been
               completed.

           (c) The conditions to release up to $100,000 remaining
               in the Account to SVCMC will be deemed to be
               satisfied when Sun Life receives a letter from the
               New York State Department of Environmental
               Conservation indicating that no further work is
               necessary at the Mortgaged Property.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 30
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)  


SAINT VINCENTS: Court Approves Settlement Pact with Curevax
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to enter into separate settlement agreements
with Curevax, LLC, and Marc K. Wallack, M.D.

In 1999, Saint Vincent Catholic Medical Centers and Dr. Wallack
entered into an assignment agreement, pursuant to which Dr.
Wallack assigned to SVCMC all interest in certain technology
relating to a vaccine for the treatment of melanoma.  SVCMC and
Dr. Wallack agreed to an income-sharing arrangement governing all
income received from the Technology.  A patent application
covering the Technology was then filed.

In September 2000, SVCMC and Curevax entered into:

    (i) a License Agreement, under which SVCMC granted Curevax an
        exclusive, worldwide license to develop and sell products
        and processes related to the Patent Application.  In
        return, SVCMC was to receive payment of an initiation fee,
        royalties relating to sales and sublicensing or
        assignment, and milestone payments associated with the
        completion of various phases of the research; and

   (ii) a Clinical Trials Agreement, which provided that SVCMC
        would be engaged to study the safety and efficacy of the
        vaccine, with Curevax funding much of the research.

Since 2000, SVCMC has expended considerable resources in
connection with the Vaccine Research.  However, the research has
experienced numerous delays and no clinical trials have begun.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that SVCMC has decided to terminate involvement
with the Vaccine Research because:

    -- the project is expensive;

    -- the potential future economic value of SVCMC's rights
       flowing from royalty payments under the contract are
       speculative and difficult to quantify;

    -- the Vaccine Research presents SVCMC with significant
       administrative and personnel challenges as there are no
       investigators or ancillary staff available to run the
       necessary clinical trials; and

    -- the Joint Commission on Accreditation of Healthcare
       Organizations instructed SVCMC to increase storage space
       available to reduce overcrowding in some areas of its
       facilities.

As a result of negotiations between SVCMC, Curevax and Dr.
Wallack, several agreements were entered into to fully terminate
SVCMC's involvement in the Vaccine Research and its relationship
with Dr. Wallack.  In combination, the agreements effectively:

    * transfer the rights and equipment associated with the
      Vaccine Research to Curevax;

    * settle disputes over termination with Dr. Wallack consistent
      with SVCMC's general severance policies; and

    * result in the exchange of releases and waiver of claims
      against the estates.

                         Wallack Settlement

The Wallack Settlement, among other things, assigns all rights
and interests that Dr. Wallack may have retained under the
Assignment Agreement to SVCMC, and provides for the mutual
releases of all claims Dr. Wallack and SVCMC may have had against
each other under the Assignment Agreement, the License Agreement,
and the Clinical Trials Agreement.  Obtaining a release from Dr.
Wallack of any retained rights under the Assignment Agreement
arguably is a prerequisite to the ability to perform under the
Curevax Settlement.

A full-text copy of the Wallack Settlement is available for free
at http://researcharchives.com/t/s?de9  

                    Wallack Separation Agreement

Dr. Wallack will receive a severance benefit totaling six months'
salary over the three-month period following the date a final,
non-appealable order approving the Wallack Separation Agreement
is received.  The severance benefit is subject to offset
provisions should Dr. Wallack's salary at Metropolitan Hospital be
raised or should he secure regular employment elsewhere during the
term of the severance payments.

The Wallack Separation Agreement includes standard releases of
SVCMC from any liability associated with Dr. Wallack's employment,
and provides that SVCMC will purchase tail insurance coverage
concerning future claims arising out of Dr. Wallack's employment
at SVCMC.

Because the Wallack Separation Agreement contains, among other
things, information relating to Dr. Wallack's current employment,
it is a confidential agreement.

                         Curevax Settlement

The Curevax Settlement provides both Curevax and SVCMC with
releases from all potential claims or liability associated with
the Clinical Trials Agreement, the License Agreement, or any other
agreement or transaction between the parties.  The Curevax
Settlement also assigns to Curevax all of SVCMC's right, title,
and interest in and to:

   -- the Patent Application, together with a related application
      made a year later, and all patents issued with respect to
      the applications;

   -- all trade secrets and confidential information related to
      the applications;

   -- all work papers, notebooks, and other materials embodying or
      practicing the Patent Applications, the Patents, or Related
      Technology;

   -- all of SVCMC's books and records relating to the Patent
      Applications, the Patents, the Related Technology and the
      Materials;

   -- all Study Data and unused Vaccine, materials and supplies in
      SVCMC's possession for the purposes of the Study; and

   -- certain equipment and other tangible assets listed under
      the Curevax Settlement.

A full-text copy of the Curevax Settlement is available for free
at http://researcharchives.com/t/s?de8  

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the   
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 30
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)  


STARBOUND RE: S&P Lifts Rating on $91 Million Senior Bank Loan
--------------------------------------------------------------
Standard & Poor's Ratings Services raised its bank loan rating on
Starbound Re Ltd.'s $46.5 million senior unsecured bank loan (Debt
II) to 'BBB+' from 'BBB-', and raised its rating on Starbound's
$91 million senior secured bank loan (Debt I) to 'BBB-' from
'BB+'.

At the same time, Standard & Poor's affirmed its 'A+' bank loan
rating on the Debt III senior unsecured $46.5 million loan.

The differences in ratings reflect the probability of the debt
becoming impaired.

Starbound is a limited-life, special-purpose Class 3 reinsurance
company domiciled in Bermuda and set up specifically to provide
additional capacity to the Florida insurance market, and
Renaissance Reinsurance Ltd. (Ren Re; A+/Stable/--) has agreed to
underwrite policies on behalf of the facility.  Standard & Poor's
assigned its initial ratings to Starbound based on conservative
assumptions for the sidecar's portfolio of exposures and capital
structure.  Two changes reduced the modeled probability of
impairing the debt from 22 basis points to 17 bps.  First,
favorable market conditions enabled Starbound to achieve better
than expected prices.  Second, lower leverage has created more
claims paying resources that are subordinated to debt.

"Starbound benefited from a significant imbalance between supply
and demand for reinsurance of Florida property risk," explained
Standard & Poor's credit analyst James Brender.  "The sidecar's
actual rate on line (premium divided by limits provided) was
significantly higher than expectations.  Higher rate on line
reduces a sidecar's probability of default assuming the risk
profile has not changed."

Standard & Poor's analysis determined that some of the increase in
rate on line is due to a slightly greater portion of layers that
are more likely to incur losses, but the adequacy of Starbound's
rates has clearly improved from its forecast.  The second factor
precipitating the upgrades was the decline in the ratio of debt to
total capital to 59% from 67%.  Although leverage is not an
explicit ratings factor for sidecars, increasing the structure's
equity increases the amount of claims paying resources that are
subordinated to debt.

In addition to lowering the probability of attachment, the above
changes also eliminated Debt I's exposure to impairment from a
single event.  Standard & Poor's caps ratings at 'BB+' for
securities that expose investors to the loss of principle or
interest from a single event.  Previously, exposed limits exceeded
claims paying resources, excluding debt.  Now, Starbound has in
force limits that are less than pure premium plus equity.

Standard & Poor's calculated the modeled probability of attachment
of 17 bps by subtracting expected claims paying resources
subordinated to debt (premium, investment income, equity) from
expected expenses.  Then, output from software created by RMS, a
major catastrophe modeling agency, is used to estimate the
likelihood of experiencing catastrophe losses greater than claims
paying resources net of expenses, which would cause a default.


STEVE'S SHOES: Court Sets Disclosure Statement Hearing on Sept. 11
------------------------------------------------------------------
The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the
District of Kansas will convene a hearing at 5:30 p.m., on
Sept. 11, 2006, to consider approval of Steve's Shoes, Inc.'s
disclosure statement explaining its Chapter 11 Plan of
Liquidation.

                       Overview of the Plan

The Plan provides the distribution to claimholders against the
Debtor.

Pursuant to the Plan, the Debtor ceased its business operations
and reduced substantially all of its assets to cash.  As of
July 28, 2006, the Debtor's remaining value of its assets was
approximately $870,000.

After the Plan is confirmed, the Debtor, through the Responsible
Person, and in consultation with the Counsel of the Official
Committee of Unsecured Creditors, will continue to wind up its
affairs, including, without limitation:

   * liquidating its remaining assets, if any,
   * investigating Committee Actions,
   * finalizing claims reconciliation
   * objecting to Disputed Claims
   * administering the Plan and
   * filing appropriate tax returns.

                       Treatments of Claims

Under the Debtor's Plan, all Allowed Administrative Claims,
Administrative Professional Fee Claims, U.S. Trustee Fees and
Priority Tax Claims are paid in full.

Holders of Allowed Secured Claims will receive either:

   a) cash in an amount equal to the secured claim, including
      interest on that claim or

   b) the collateral securing its secured claim and any interest,

in full and complete satisfaction of their claim on the later of:

    i) the Effective Date; and

   ii) 15th Business Day of the first month following the month in
       which that claim becomes an Allowed Secured Claim.

Allowed Priority Claim holders will receive cash in an amount
equal to the priority claim on the later of the:

    i) Effective Date; and

   ii) 15th Business Day of the first month following the month in
       which that claim becomes an Allowed Priority Claim.

After all Allowed Administrative Claims, Allowed Administrative
Professional Fee Claims, U.S. Trustee Fees, Allowed Priority Tax
Claims, Allowed Priority Claims, Allowed Secured Claims, and all
then existing and outstanding Post Confirmation Date Costs have
been paid in full, holders of Unsecured Claims with an estimated
amount of $7 million, will be entitled to receive its pro rata
share of cash on the later of the:

    i) Initial Distribution Date and

   ii) 15th Business day of the first month following the month in
       which that claim becomes an Allowed Unsecured Claim.

All Equity Interests holders will not receive any distribution
under the Plan.

A copy of the Disclosure Statement explaining the Chapter 11 plan
is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060814212530

Headquartered in Lenexa, Kansas, Steve's Shoes, Inc. --
http://www.stevesshoes.com/-- is a shoe retailer.  The     
Company filed for chapter 11 protection on Jan. 6, 2006
(Bankr. D. Kans. Case No. 06-20015).  Thomas M. Mullinix, Esq.,
and Joanne B. Stutz, Esq., Evans & Mullinix, P.A., represent
the Debtor in its restructuring efforts.  Brent Weisenberg, Esq.,
and Jay R Indyke, Esq., at Kronish Lieb Weiner & Hellman LLP,
represent the Official Committee of Unsecured Creditors.  When the
Debtor filed for protection from its creditors, it listed total
assets of $9,494,325 and total debts of $20,200,821.


SUFFIELD CLO: Fitch Affirms Low-B Ratings on $16.9 Million Notes
----------------------------------------------------------------
Fitch Ratings affirms 11 classes of notes issued by Suffield CLO,
Limited.  These rating actions are effective immediately:

    -- $359,540,772 class I senior notes at 'AAA';
    -- $53,000,000 class II senior notes at 'AA+';
    -- $42,000,000 class III-A mezzanine notes at 'A';
    -- $15,000,000 class III-B mezzanine notes at 'A';
    -- $35,000,000 class IV mezzanine notes at 'BBB+';
    -- $6,000,000 class V-A mezzanine notes at 'BBB';
    -- $15,000,000 class V-B mezzanine notes at 'BBB';
    -- $2,235,048 class VI participation notes at 'BB';
    -- $36,750,000 preferred shares at 'B-';
    -- $20,000,000 class K combination notes at 'BBB+';
    -- $14,700,000 class L combination notes at 'BB'.

Suffield is a collateralized loan obligation managed by Babson
Capital Management LLC which closed Sept. 13, 2000.  Suffield is
composed of approximately 95.9% senior secured loans and 4.1% high
yield bonds.  Included in this review, Fitch discussed the current
state of the portfolio with the asset manager and their portfolio
management strategy going forward.

Since the last rating action, the collateral has continued to
perform within expectations.  According to the most recent trustee
report dated July 20, 2006, the weighted average rating factor is
currently passing its trigger of 'B+'. The senior, class III/IV
mezzanine and class V mezzanine par value test ratios have
improved and continue to pass their respective thresholds as
reported in the most recent trustee report dated July 20, 2006.  
As of the most recent trustee report dated July 20, 2006, assets
rated 'CCC' or lower represented approximately 2.7% of the total
collateral and eligible investments.

The ratings of the class I and class II notes address the
likelihood that investors will receive full and timely payments of
interest on scheduled interest payment dates, as well as the
stated balance of principal by the legal final maturity date.  The
ratings of the class III-A, class III-B, class IV, class V-A and
class V-B notes address the likelihood that investors receive
ultimate and compensating interest payments, as well as the stated
balance of principal by the legal final maturity date.  The rating
of the participation notes addresses the receipt of the stated
balance of principal by the legal final maturity date and an
internal rate of return on the original investment of 6%.  The
rating of the preferred shares addresses the return of original
investment only.  The rating of the class K combination securities
addresses the likelihood that investors will receive the stated
balance of principal by the legal final maturity date.  The rating
of the class L combination securities addresses the likelihood
that investors will receive the stated balance of principal by the
legal final maturity date, as well as a yield of 8.4% on the
original investment.

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


THE REYNOLDS: Moody's May Withdraw Ba1 Ratings on Merger Closing
----------------------------------------------------------------
Moody's Investors Service comments on The Reynolds & Reynolds
Company's ratings following the company's announcement of its
planned merger with Universal Computer Systems.  Subsequent to the
merger's closing, the company's Ba1 corporate family rating and
Ba1 medium term note program rating will likely be withdrawn,
given the liklihood that subsequent to the potential merger, The
Reynolds & Reynolds Company would cease to file public financial
statements with the SEC.  

In addition, the positive rating outlook for the company's
$100 million notes due December 2006 reflects their continued in-
substance defeasance.  On August 25th, Moody's expects it will
upgrade the rating for the $100 million notes to A3.

Ratings for The Reynolds & Reynolds Company:

   * $100 Million Senior Unsecured Notes due December 2006 rated
     Ba1

   * $130 million Senior Unsecured Medium Term Note Program rated
     Ba1

   * Corporate Family Rating of Ba1

The Reynolds and Reynolds Company, headquartered in Dayton, Ohio,
is an automotive dealership computer services and forms management
company.


TOP CONSTRUCTION: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Top Construction Company, Inc.
        8422 Ballew Avenue
        College Park, Maryland 20740

Bankruptcy Case No.: 06-14721

Type of Business: The Debtor is a general contractor.

Chapter 11 Petition Date: August 9, 2006

Court: District of Maryland (Greenbelt)

Judge: Thomas J. Catliota

Debtor's Counsel: Tae Kyong Chung, Esq.
                  Law Offices of Tae Kyong Chung
                  501 Hungerford Drive, Suite #321
                  Rockville, Maryland 20805
                  Tel: (301) 424-1940

Total Assets: $509,775

Total Debts:  $772,373

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ohio Casualty Group                                     $201,848
136 North Third Street
Hamilton, OH 45025

IRS                                                     $103,054
Tax Return Form: 941
Metro -Plex 1 8401 Corporate Drive
Lnadover, MD 20785

Lexus Financial Services                                 $57,607
[address not provided]

Richard M. Sissman, Esq.                                 $43,145

Charton Heights Properties    Unexpired lease            $40,000

Tarrant H. Lomax, Esq., P.C.  Trade debt                 $34,950

Gleason, Flynn, Emig &                                   $28,000
Fogleman

Center Capitol Corp.                                     $25,457

Center Capital Corp.                                     $25,457

Charton Heights Properties                               $16,755

IRS                                                      $14,087

ABC/Amega, Inc.                                          $13,016

Hilltop Sand & Gravel Co.                                $10,770

DLLR                                                     $10,000

United Recovery Systems, LP                               $9,975

Transworld Systems                                        $9,098

Rode & Armstrong, PA                                      $7,886

Kind & Dashoff                                            $7,829

Kind & Dashoff                                            $7,793

American States Insurance Co.                             $7,621


UTILITY CRAFT: Get Court Nod on Nexsen Pruet as Bankruptcy Counsel
------------------------------------------------------------------
Utility Craft, Inc., obtained authority from the U.S. Bankruptcy
for the Middle District of North Carolina to employ Nexsen Pruet
Adams Kleemeier, PLLC, as its bankruptcy counsel.

Nexsen Pruet is expected to:

    (a) assist the Debtor in the investigation and examination of
        contracts, loans, leases, financing statements, and other
        related documents;

    (b) advise the Debtor in the administration of its bankruptcy
        estate;

    (c) advise the Debtor in determining the best manner in which
        to liquidate its assets.

The Debtor tells the Court that attorneys at Nexsen Pruet bill
between $165 to $325 per hour.  The Debtor discloses that the
attorneys who will render services in its chapter 11 case bill:

      Professional                   Designation       Hourly Rate
      ------------                   -----------       -----------
      Christine L. Myatt, Esq.       Member               $325
      Benjamin A. Kahn, Esq.         Member               $265
      J. David Yarbrough, Jr., Esq.  Associate            $190

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

Mr. Kahn can be reached at:

         Benjamin A. Kahn, Esq.
         Nexsen Pruet Adams Kleemeier
         701 Green Valley Road
         Suite 100
         Greensboro, North Carolina, 27408
         Tel: (336) 373-1600
         Fax: (336) 273-5357
         http://www.nexsenpruet.com/

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).  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.


WARD PRODUCTS: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Ward Products, LLC
        301 West Fourth Street, Suite 200
        Royal Oak, Michigan 48067

Bankruptcy Case No.: 06-50527

Type of Business: The Debtor manufactures receiving antennas.

Chapter 11 Petition Date: August 7, 2006

Court: Eastern District of Michigan (Detroit)

Judge: Thomas J. Tucker

Debtor's Counsel: Jay L. Welford, Esq.
                  Judith Greenstone Miller, Esq.
                  Paige E. Barr, Esq.
                  Richard E. Kruger, Esq.
                  Jaffe Raitt Heuer & Weiss, P.C.
                  27777 Franklin Road, Suite 2500
                  Southfield, Michigan 48034
                  Tel: (248) 351-3000
                  Fax: (248) 351-3082

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
International Wire Group      Trade debt                $522,309
12 Masonic Avenue
Camden, NY 13316

North American Production     Trade debt                $434,580
910 Camino del Mar, Suite F
Del Mar, CA 92014

ZAPP USA                      Trade debt                $424,271
475 International Circle
Summerville, SC 29483

Universal Grinding Corp.      Trade debt                $306,428
1234 West 78th Street
Cleveland, OH 44102

Tyco Electronics Corp.        Trade debt                $278,061
2800 Fulling Mill Road
Middletown, PA 17057

Manth Brownell                Trade debt                $273,088
1120 Fyler Road
P.O. Box 59
Kirkville, NY 13082

Giering Metal Finishing       Trade debt                $246,075

Vimelsa International, S.     Trade debt                $238,164

BEC Manufacturing Corp.       Trade debt                $210,081

UPS Supply Chain Solution     Trade debt                $178,097

Condumex                      Trade debt                $174,149

Carteret Die Casting Corp.    Trade debt                $166,016

Gem Manufacturing Co.         Trade debt                $109,971

Quality Automatics, Inc.      Trade debt                $105,105

ABF Freight System Inc.       Trade debt                $104,472

Blue Shield of Northeast      Insurance                 $102,167

Dynacast Canada               Trade debt                 $94,300

Commscope                     Trade debt                 $92,019

Syntex Rubber Co.             Trade debt                 $81,618

Cary Compounds                Trade debt                 $79,294


WARNACO GROUP: To Restate Financial Statements for FY 2005 & 2006
-----------------------------------------------------------------
The Audit Committee of Warnaco Group, Inc.'s Board of Directors
has concluded that the Company will restate its previously
reported financial statements for its fiscal year ended December
31, 2005 and first fiscal quarter ended April 1, 2006.

The restatements are required as a result of certain
irregularities and errors discovered by the Company during the
Company's second quarter closing review.  The irregularities
primarily relate to the accounting for certain returns and vendor
allowances at its Chaps(R) menswear division.  These matters were
reported to the Company's Audit Committee, which engaged outside
counsel, who in turn retained independent forensic accountants, to
investigate and report to the Audit Committee.  Based on
information obtained in that investigation, and also to correct
for an error which resulted from the implementation of its new
systems infrastructure at its Swimwear Group in the first quarter
of fiscal 2006, and certain immaterial errors, the Audit Committee
has accepted management's recommendation that the Company restate
its financial statements.

The Company intends to file an amended annual report for the
fiscal year ended December 31, 2005 and an amended quarterly
report for the quarter ended April 1, 2006 with the Securities and
Exchange Commission.  Until these restated financial statements
are filed with the SEC, neither the Company's consolidated
financial statements for the fiscal year ended December 31, 2005
and the related reports of the Company's independent registered
public accounting firm, nor the Company's consolidated financial
statements for the first fiscal quarter ended April 1, 2006,
should be relied upon.  The Company has discussed the matters
relating to the accounting irregularities and errors with Deloitte
& Touche LLP, the Company's independent registered public
accounting firm and is filing a Form 8-K with the SEC in
connection with its restatement decision.

The Company expects that the effect of the restatement for the
fiscal year ended December 31, 2005 will be to reduce reported net
income from continuing operations per diluted share from $1.12 to
between approximately $1.05 and $1.07 per diluted share, and for
the first fiscal quarter ended April 1, 2006 to reduce reported
net income per diluted share from $0.34 to between approximately
$0.28 and $0.30 per diluted share.

Warnaco believes that the matters causing the restatements have
been identified and that management has taken appropriate
corrective action.  However, because the Audit Committee and
its advisors have not fully completed their investigation, the
Company's analysis of the restatement adjustments has not been
finalized. Accordingly, the estimated restatement amounts
disclosed above remain preliminary, unaudited and subject to
adjustment, possibly by amounts that could be material
individually or in the aggregate.  In addition, it is possible
that the Company may identify additional new issues which could
also impact its previously issued financial statements and the
scope of the restatements described in this press release.  In the
event that new issues requiring restatement arise, it is possible
that such additional adjustments could be material individually or
in the aggregate.

Additionally, in connection with the Company's investigation,
three employees in the Chaps(R) menswear division, who are not
"Executive Officers" as defined by the rules of the SEC, have
either resigned or been terminated.

"Warnaco is committed to maintaining an internal culture and
external reputation for practicing the highest standards in all of
our business affairs and has zero tolerance for violations of our
Code of Business Conduct and Corporate Ethics," Joe Gromek,
Warnaco's President and Chief Executive Officer, said.  "We are
deeply disappointed by the recent events at our Chaps menswear
division and believe, based on information provided to date by the
outside counsel to the Audit Committee and forensic accountants,
that the inappropriate behavior was confined to
that division.  We remain confident in the potential of our
brands and the prospects for our businesses."

The Company has evaluated the impact of the restatements of
the previously issued financial statements on the Company's
assessments of the effectiveness of its internal control over
financial reporting as of the applicable periods, and concluded
that material weaknesses existed in the Company's internal control
over financial reporting for the second and first fiscal quarters
of 2006 and the fiscal year ended December 31, 2005.

Such assessment will be included in the Company's quarterly report
for the quarter ended July 1, 2006, which the Company expects to
file with the SEC on August 15, 2006, and in amendments to the
Company's annual report for the fiscal year ended December 31,
2005 and quarterly report for the quarter ended April 1, 2006,
which the Company expects to file with the SEC shortly thereafter.  
A material weakness, as defined by the Public Company Accounting
Oversight Board, is a control deficiency, or combination of
control deficiencies, that results in more than a remote
likelihood that a material misstatement of the annual or interim
financial statements will not be prevented or detected.  Based on
this definition, restatement of financial statements in prior
filings with the SEC is a strong indicator of the existence of a
"material weakness" in the design or operation of internal control
over financial reporting.

In connection with the restatements, the Company is seeking a
waiver of certain technical defaults under its credit agreement.   
Although no assurances can be given, based on conversations with
the agent for the lenders, the Company is confident that it will
obtain the waiver in a timely fashion.

                   Second Quarter Information

Warnaco announced it will release results for the second fiscal
quarter ended July 1, 2006 after the market closes on Monday,
August 14, 2006.  The Company expects, based on information
currently available, that earnings for the second quarter of
fiscal 2006 will be in the range of approximately $0.06 to $0.08
per diluted share.  The Company notes that these results include
the operations of the Calvin Klein Jeans and related businesses in
Europe and Asia, which were acquired on January 31, 2006.

Last year, the Company reported earnings for the second quarter
ended July 2, 2005 of $0.14 per diluted share.  The Company also
expects, based on information currently available, that revenues
for the second quarter of fiscal 2006, including the CKJEA
Business, will be approximately 20% above reported revenues
for the second quarter of fiscal 2005, with approximately 3%
growth in the Company's pre-acquisition businesses.

                       About Warnaco Group

The Warnaco Group, Inc., headquartered in New York, is a leading
apparel company engaged in the business of designing, marketing
and selling intimate apparel, menswear, jeanswear, swimwear, men's
and women's sportswear and accessories under such owned and
licensed brands as Warner's(R), Olga(R), Lejaby(R), Body Nancy
Ganz(TM), Speedo(R), Anne Cole Collection(R), Cole of
California(R) and Catalina(R) as well as Chaps(R) sportswear and
denim, JLO by Jennifer Lopez(R) lingerie, Nautica(R) swimwear and
Calvin Klein(R) men's and women's underwear, men's accessories,
men's, women's, junior women's and children's jeans and women's

                        *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
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.


WEST VIRGINIA CONSUMERS: Case Summary & 4 Unsecured Creditors
-------------------------------------------------------------
Debtor: West Virginia Consumers for Justice
        P.O. Box 344
        Charleston, West Virginia 25322

Bankruptcy Case No.: 06-20478

Chapter 11 Petition Date: August 10, 2006

Court: Southern District of West Virginia (Charleston)

Judge: Ronald G. Pearson

Debtor's Counsel: Joseph W. Caldwell, Esq.
                  Caldwell & Riffee
                  3818 MacCorkle Avenue Southeast, Suite 101
                  P.O. Box 4427
                  Charleston, West Virginia 25364
                  Tel: (304) 925-2100
                  Fax: (304) 925-2193

Total Assets: $1,534

Total Debts:  $300,062,129

Debtor's 4 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Don Blankenship               Civil Proceeding      $300,000,000
c/o Massey Energy Company
4 North 4th Street
Richmond, VA 23219

Williams & Connolly           Attorney Fees 2006         $61,969
725 Twelfth Street Northwest
Washington, DC 20005

Plante & Associates           Consulting Fee                $160
1614 Kanawha Boulevard East
Charleston, WV 25311

Kenneth M. Perdue             Contribution &             Unknown
501 Leon Sullivan Way         indemnification
Charleston, WV 25301


WESTERLY HOSPITAL: S&P Cuts Rating on Series 1994 Bonds to BB
-------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Rhode
Island Health and Educational Facilities Building Corp.'s series
1994 bonds, issued for Westerly Hospital, to 'BB' from 'BBB-',
reflecting the hospital's continued financial decline related to
an unsuccessful turnaround plan.  The outlook remains negative.

"Although Westerly Hospital's management has made incremental
changes to operations, they have not been sweeping enough to
affect profitability," said Standard & Poor's credit analyst
Cynthia Keller Macdonald.  "If losses, liquidity erosion, and
minimal capital investment continue, another negative rating
action over the next one to two years is possible."

More specifically, the speculative-grade rating reflects the
hospital's failure to reach budgeted goals for fiscal 2006,
coupled with continued substantial operating and bottom line
losses since 2000; and erosion of liquidity, which had
historically provided some rating stability in the face of
operating losses.

Westerly has made progress lowering its heavy concentration of
registered nurses on staff, but salaries and wages at 63% of net
patient service revenue is high compared to the median for the
rating category.  In addition, management's ability to act quickly
is hampered by a largely union staff.  Westerly also faces rising
bad debt expense and slightly eroded patient volumes.

A lower rating is precluded at this time because Westerly's debt
service coverage is adequate due to an extremely light debt
burden, and competition is limited in its service area, although
there is capacity at other Rhode Island hospitals that also serve
this market.

Before the outlook can return to stable, the operating loss must
be substantially reduced, and a return to investment grade would
require break-even operations and dramatically increased
liquidity, added Ms. Keller Macdonald.

The lowered rating affects $11.8 million in rated debt.


WILLIAM LAUGHERY: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: William K. Laughery
        P.O. Box 261
        Marietta, Ohio 45750

Bankruptcy Case No.: 06-54150

Type of Business: The Debtor previously filed for chapter 11
                  protection on April 3, 2001 (Bankr. S.D.
                  Ohio Case No. 01-53766).

Chapter 11 Petition Date: Aug. 9, 2006

Court: Southern District of Ohio (Columbus)

Judge: Charles M. Caldwell

Debtor's Counsel: Robert E. Bardwell, Jr., Esq.
                  995 South High Street
                  Columbus, Ohio 43206
                  Tel: (614) 445-6757
                  Fax: (614) 386-2039

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
   ------                     ---------------       ------------
Capital One                   Credit card purchases       $4,097
P.O. Box 790216
Saint Louis, MO 63179

Washington Mutual Card        Credit card purchases       $3,117
Services
P.O. Box 660433
Dallas, TX 75266

Household Bank                Credit card purchases       $1,433
P.O. Box 4155
Carol Stream, IL 60197

MBNA America                  Credit card purchases         $970
P.O. Box 15102
Wilmington, DE 19886

Settlors Bank                 Promissory note               $750
P.O. Box 755
115 3rd Street
Marietta, OH 45750

Citibank                      Credit card purchases         $712
P.O. Box 8103
South Hackensack, NJ 07606

American Express Centurian    Credit card purchases         $643
Suite 0002
Chicago, IL 60679

BB&T Bankcard Corp.           Credit card purchases         $505
P.O. Box 580364
Charlotte, NC 28258

People's Bancorp              Promissory note               $500
P.O. Box 738
Marietta, OH 45750

First USA Bank                Credit card purchases         $495
P.O. Box 94014
Palatine, IL 60094

American Express Gold         Credit card purchases         $487
Suite 0001
Chicago, IL 60679

Aspire                        Credit card purchases         $352
P.O. Box 23007
Columbus, GA 31902

American Express              Credit card purchases         $311
Suite 0001
Chicago, IL 60679

United National Bank          Misc. charges                 $288
514 Market Street
Parkersburg, WV 26101

AAA Financial Services        Credit card purchases         $270
P.O. Box 15019
Wilmington, DE 19886

Lowes                         Credit card purchases         $269
P.O. Box 105981
Atlanta, GA 30353

Capital One                   Credit card purchases         $266
P.O. Box 30285
Salt Lake City, UT 84130

Sears Plus Account            Credit card purchases         $173
P.O. Box 12149
Columbus, OH 43218

Capital One                   Credit card purchases         $153
P.O. Box 30285
Salt Lake City, UT 84130

Citibank Drivers Edge         Credit card purchases         $153
P.O. Box 6500
Sioux Falls, SD 57117


WINN-DIXIE: Wants to Sell Seven Florida Stores & Equipment
----------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates seek authority
from the U.S. Bankruptcy Court for the Middle District of Florida
to sell the Additional Stores and assume and assign the applicable
leases for the highest or best offer, which the Debtors receive
and find acceptable at or before the Auction on Aug. 29, 2006, at
10:00 a.m.  

D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP,
in New York, tells the Court that to date, the Debtors have sold
or rejected more than 361 leases.  The Debtors have now
determined that seven additional stores located in Florida should
be closed and the leases either sold or rejected.

The Debtors have extensively marketed the Additional Stores
through The Food Partners and DJM Asset Management.  These
brokers have directly contacted more than 2,500 potential
purchasers.

On July 27, 2006, the Debtors posted information on the
Additional Stores on an Internet Web site as part of their
efforts to market the Additional Stores.  Potential purchasers
who have signed a confidentiality agreement may access the
Merrill Site.  The Merrill Site includes financial performance
information, copies of the applicable leases and amendments, a
site and fixture plan for each store, a summarized environmental
assessment, a form asset purchase agreement, and, when available,
real property title information.

The Debtors propose to pay the cure amounts related to the
assumed leases.

                                                       Proposed
   Store No.   Location                                  Cure
   ---------   --------                                --------
       124     2910 Kerry Forest Parkway, Tallahassee    $8,915
       162     14286 Beach Boulevard, Jacksonville        8,410
       202     13841 Wellington Trace, West Palm Beach    6,685
       380     12141 Pembroke Road, Pembroke Pines       24,908
       565     400 North Navy Boulevard, Pensacola            0
       605     1199 East Bay Drive, Largo                15,466
      2308     2820 Doyle Road, Deltona                  50,932

If no bid is received for any one or more of the Additional
Stores, upon notice to the Creditors' Committee, the Debtors will
ask the Court to approve the Debtors' rejection of those leases
effective on the Rejection Date and to establish a claims bar
date for any rejection damage claims at 30 days after the
Rejection Date.

The Debtors will comply with the Court-approved bidding
procedures.  Bids for any one or more of the Additional Stores
must be submitted by 5:00 p.m. E.T. on Aug. 23, 2006.  A
qualified bidder must execute an asset purchase agreement, which
provides for the assumption and assignment of the relevant lease
to the Purchaser.

Landlords who dispute the proposed cure amount for their lease
are required to file with the Court and serve on the Debtors an
objection on or before August 23, 2006.

The Debtors will hold the Auction at the Omni Hotel, 225 Water
Street, Jacksonville, Florida 32202, for any of the Additional
Stores on which the Debtors have received an acceptable bid.

At the conclusion of the Auction, the Debtors will determine,
after consultation with the DIP Lender Agent Representatives and
the Committee's Professionals, which, if any, is the highest or
best offer for any particular store or group of stores.

A hearing to approve the Successful Bid(s) will be held at 1:00
p.m. E.T. on Sept. 7, 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 Sell Harahan Warehouse Facility to Ackel
-------------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to authorize
Winn-Dixie Logistics, Inc., to sell its fee simple title in a
warehouse facility located in Jefferson Parish, Louisiana --
Harahan Warehouse Facility -- to Ackel Real Estate, LLC, and John
Georges, subject to higher and better offers.

Before the Petition Date, the Debtors used the Harahan Warehouse
Facility to supply stores located in Louisiana.  Since the
Petition Date, the Debtors have consolidated their warehouse
operations for this area into their Hammond, Louisiana Facility
and no longer need the Harahan Warehouse Facility.

Since filing for bankruptcy, the Debtors have marketed the Harahan
Warehouse Facility extensively through DJM Asset Management, Inc.  
DJM sent over 2,500 sale notices for the Harahan Warehouse
Facility to potential purchasers.  Through DJM's efforts, the
Debtors have received four offers, including the offer by Ackel
for $6,750,000.  According to the Debtors, Ackel's offer is the
highest or otherwise best offer for the Harahan Warehouse
Facility.

On Aug. 3, 2006, WD Logistics and Ackel entered into a Facility
Agreement, which provides, among other things, that:

   -- Ackel has deposited $2,000,000 in escrow;

   -- The assets will be transferred free and clear of any liens,
      claims, interests and encumbrances other than the Permitted
      Encumbrances;

   -- The initial minimum overbid that may be accepted by the
      Debtors at any auction must have a value of at least
      $6,952,500; and

   -- WD Logistics has agreed to pay Ackel a termination fee of
      $50,000 for Ackel's expenses in the event Ackel is not the
      successful bidder at the Auction for the Assets.

A full-text copy of the Facility Agreement is available for free
at http://ResearchArchives.com/t/s?f87

Bids must be sent to James Avallone at DJM, 445 Broadhollow Road,
Suite 417, Melville, NY 11747, with a copy to the Debtors'
counsel, no later than 12:00 p.m. (prevailing Eastern Time) on
August 21, 2006.

To qualify as a competing bid, the offer must net the Debtors'
estates at least $6,952,500 and be accompanied by a certified
check made out to Smith, Gambrell & Russell, LLP, as Escrow
Agent, in an amount not less than $2,000,000.

If the Debtors receive a higher or better offer for the Assets,
they will conduct an auction for the Assets in accordance with
the Court-approved Bidding Procedures.  The Auction will take
place at 10:00 a.m. (prevailing Eastern Time) at the offices of
Smith Hulsey & Busey, 225 Water Street, Suite 1800, Jacksonville,
Florida, on Tuesday, August 23, 2006.

The Debtors will conduct the Auction in consultation with the
Official Committee of Unsecured Creditors and their DIP Lender.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 47; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


YUKOS OIL: Court to Decide on Bankruptcy Legitimacy on Aug. 23
--------------------------------------------------------------
The Arbitration Court of Moscow will hear on Aug. 23 the
legitimacy of a creditors' decision to recognize OAO Yukos Oil Co.
bankrupt and start liquidation proceedings, ANTARA News reports.

The Hon. Pavel Markov of the Moscow Arbitration Court upheld the
July 25 vote by creditors to liquidate OAO Yukos Oil Co. and
declared what was once Russia's biggest oil firm bankrupt on
Aug. 1.  Company executives filed a motion with the court against
the vote on the same day.

The court also appointed former Yukos temporary manager Eduard
Rebgun as bankruptcy receiver.

As reported in TCR-Europe on Aug. 2, Yukos's creditors, led by the
Federal Tax Service and state-owned OAO Rosneft Oil Company, will
oversee the liquidation and distribution of the company's assets.

                           About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an   
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Government sold its main production unit Yugansk, to a little-
known firm Baikalfinansgroup for $9.35 billion, as payment for
$27.5 billion in tax arrears for 2000- 2003.  Yugansk eventually
was bought by state-owned Rosneft, which is now claiming more than
$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed a
bankruptcy suit in the Moscow Arbitration Court in an attempt to
recover the remainder of a $1 billion debt under outstanding loan
agreements.  The banks, however, sold the claim to Rosneft,
prompting the Court to replace them with the state-owned oil
company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun filed
a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a $1.49 billion Share Sale and Purchase
Agreement with PKN Orlen S.A., Poland's largest oil refiner, for
its Mazeikiu ownership stake.  The move was made a day after the
Manhattan Court lifted an order barring Yukos from selling its
controlling stake in the Lithuanian oil refinery.


YUKOS OIL: Appellate Court Reduces Tax Claims by $1.6 Billion
-------------------------------------------------------------
The Arbitration Appeal Court in Moscow has reduced the Federal Tax
Service's claims against OAO Yukos Oil Co. from $13.2 billion to
$11.6 billion, RIA Novosti relates.

According to the report, the court's decision partially upheld
Yukos' motion against a RUB108 billion claim the tax agency was
demanding in back taxes for 2004.

As widely reported, the Hon. Pavel Markov of the Moscow
Arbitration Court declared what was once Russia's largest oil
producer bankrupt on Aug. 1 upholding a creditors' July 25 vote to
liquidate the company.

Creditors have asserted up to $16.6 billion in claims against the
company including, among others:

         Yuganskneftegas        $4.07 billion
         Federal Tax Service    $11.6 billion
         OAO Rosneft Oil Co.    $482 million

As reported in TCR-Europe on Aug. 10, Russian prosecutors have
accused former Yukos officials of embezzling money by securing a
$4.5 billion loan from its Luxembourg-based unit and major
creditor, Yukos Capital SARL, through legal entities affiliated
with the company.   

According to the report, investigators alleged that the ex-Yukos
officials masterminded a plan to sell crude oil through trading
companies Fargoil and Ratibor under their control, acting both as
fictitious owners and buyers.

                           About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an    
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Government sold its main production unit Yugansk, to a little-
known firm Baikalfinansgroup for $9.35 billion, as payment for
$27.5 billion in tax arrears for 2000- 2003.  Yugansk eventually
was bought by state-owned Rosneft, which is now claiming more than
$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed a
bankruptcy suit in the Moscow Arbitration Court in an attempt to
recover the remainder of a $1 billion debt under outstanding loan
agreements.  The banks, however, sold the claim to Rosneft,
prompting the Court to replace them with the state-owned oil
company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun filed
a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a $1.49 billion Share Sale and Purchase
Agreement with PKN Orlen S.A., Poland's largest oil refiner, for
its Mazeikiu ownership stake.  The move was made a day after the
Manhattan Court lifted an order barring Yukos from selling its
controlling stake in the Lithuanian oil refinery.

On July 25, Yukos creditors voted to liquidate the oil firm after
rejecting a management rescue plan, which valued the company's
assets at about $30 billion.  This would have permitted Yukos to
continue its operations and attempt to pay off $18 billion in
debts through asset sales.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (22)         125       (6)
AFC Enterprises         AFCE        (44)         176       31
Alaska Comm Sys         ALSK        (17)         565       24
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (508)      30,752   (1,392)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      166
CableVision System      CVC      (2,468)      12,832    2,643
Centennial Comm         CYCL     (1,069)       1,409       32
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK         144        7,287      174
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Domino's Pizza          DPZ        (609)         395       (4)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (29)
Emisphere Tech          EMIS          2           43       19
Encysive Pharm          ENCY        (64)          93       66
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (55)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (25)         238       33
Incyte Corp.            INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG        (489)         353       97
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS          (8)          46        9
Level 3 Comm. Inc.      LVLT        (33)       9,751    1,333
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (66)         262       15
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (21)         434      (38)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (30)         219        7
Rural/Metro Corp.       RURL        (93)         302       50
Sepracor Inc.           SEPR       (109)       1,277      928
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          31           42       32
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (313)       5,657   (1,763)
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (515)       3,612      929

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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