TCR_Public/060816.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 16, 2006, Vol. 10, No. 194

                             Headlines

ADVANSTAR COMMS: Posts $16.8 Million Net Loss in Second Quarter
ALLIANCE LAUNDRY: Posts $800,000 Net Loss for Qtr. Ended June 30
ARMSTRONG WORLD: District Court Confirms Plan of Reorganization
ASARCO LLC: Ct. OKs Pact Widening Bar Date for Intercompany Claims
ASARCO LLC: Court OKs Pact Allowing Retirement Plan Cure Payments

ATLANTIC GULF: Real Property Sale Hearing Set for August 23
AVIALL INC: Launches Offering for $200 Mil. of 7-5/8% Senior Notes
BALLY TECHNOLOGIES: S&P Holds B Corp. Credit Rating on Neg. Watch
BRICOLAGE CAPITAL: Court OKs Duane Morris to Substitute Arent Fox
CALGON CARBON: Prices $65 Mil. Convertible Senior Notes Offering

CALPINE CORP: Wants to Employ Lenczner Slaght as Canadian Counsel
CALPINE CORP: Court OKs Sale of Fox Energy Plant for $16.2 Mil.
CATHOLIC CHURCH: Tort Claimants May File Suit vs. Spokane Parishes
CENTRAL VERMONT: Earns $995,000 for 2006 Second Quarter
CHEMED CORP: Board Approves $50 Million Stock Repurchase Plan

CHENIERE ENERGY: Posts $3.619 Million Net Loss in Second Quarter
CIENA CORPORATION: Settles Two Patent Suits with Nortel
CITIZENS COMMUNICATIONS: Earns $101.7 Mil. in 2006 Second Quarter
COEUR D'ALENE: Earns $32.6 Million in 2006 Second Quarter
COLLINS & AIKMAN: Inks Settlement Pact with Valiant and MOBIS

COLLINS & AIKMAN: Sets Up Protocol for Rejecting Leases
CONGOLEUM CORPORATION: Files Ninth Modified Reorganization Plan
CONSUMERS ENERGY: Earns $21 Million in 2006 Second Quarter
COPELANDS' ENTERPRISES: Files for Chapter 11 Protection in Del.
COPELANDS' ENT: Case Summary & 25 Largest Unsecured Creditors

DANA CORP: Can Assume Supply Pacts with Haas, Houghton & Moore's
DANA CORP: Court Approves $8.3 Mil. Payment to Pension Fund
DANA CORPORATION: Court Allows Travelers to Assert Counterclaims
DAVE & BUSTERS: Wants to Amend $160 Million JP Morgan Credit Pact
DELPHI CORPORATION: Opposes Panel's Plea to Prosecute GM Claims

DELPHI CORP: Equity Committee Asserts Need for Financial Advisor
DS WATERS: $68 Mil. Debt Repayment Cues S&P to Raise Rating to B-
DUN & BRADSTREET: June 30 Balance Sheet Upside-Down By $134.4 Mil.
DURA AUTOMOTIVE: Incurs $131.3 Million Net Loss in Second Quarter
ELCOM INTERNATIONAL: Incurs $1.167 Mil. Net Loss in Second Quarter

ELWOOD ENERGY: Credit Quality Prompts Moody's to Upgrade Rating
ENCORE ACQUISITION: Has $28.4MM Working Capital Deficit at June 30
ENRON CORP: Objects to Citrus Trading's $152-Million Claim
ENRON CORP: Judge Harmon Clears Barclays in Newby Litigation
ENTERCOM COMMS: 2006 2nd Quarter Net Income Down to $17.1 Million

ENTERGY NEW: BNY & FGIC Wants Adequate Protection on Secured Bonds
ENTERGY NEW ORLEANS: Wants to Assume Power Purchase Agreements
FALCONBRIDGE LMITED: Sells 67.8% Common Stock to Xstrata plc
GRANITE BROADCASTING: Posts $31.3 Mil. Second Quarter Net Loss
GTSI CORP: Lease Deals Prompt Financial Restatements

HERBALIFE LTD: Second Quarter Net Income Increases to $36.3 Mil.
INCYTE CORP: June 30 Balance Sheet Upside-Down by $54.7 Million
INTEGRATED DISABILITY: Can Continue Case Under Chapter 11
INTERPUBLIC GROUP: Earns $68.9 Million in 2006 Second Quarter
JO-ANN STORES: Promotes James Kerr to Chief Financial Officer

KAISER ALUMINUM: Posts $2.5 Mil. Net Loss in Qtr. Ended June 30
KING PHARMACEUTICALS: Earns $111 Million in Second Quarter
KOEN BOOK: Court Confirms Joint Liquidating Plan
KULLMAN INDUSTRIES: Sees $14 to $17 Mil. of Allowed Unsec. Claims
LEE'S TRUCKING: Judge Mixon Approves Disclosure Statement

LENOX GROUP: Posts $41 Mil. Net Loss in 2nd Quarter Ended July 1
LIBERTY MEDIA: Discloses Second Quarter Financial Results
LIGAND PHARMA: June 30 Balance Sheet Upside-Down by $238.5 Million
LINN ENERGY: Closes $125 Mil. Acquisition Deal of Kaiser-Francis
LOUDEYE CORP: Earns $5.3 Million in Second Quarter of 2006

LOVESAC CORP: Emerges from Chapter 11 Protection in Delaware
MARSH SUPERMARKETS: Board Supports MSH Supermarkets Transaction
MAXXAM INC: June 30 Balance Sheet Upside-Down by $704 Million
MERITAGE HOMES: Board Authorize $100 Million Stock Repurchase
METALDYNE CORP: Moody's Junks $400 Million Senior Notes' Rating

MILLS CORP: To Sell Stake in Mills to Ivanhoe Cambridge for $981MM
MIRANT CORP: Drops Plan to Close Two Calif. Power Generation Units
MIRANT CORP: Bids for Phil. Facilities Must be in by Month-End
MIRANT CORP: Court Approves $520-Million Settlement with PEPCO
NBTY INC: To Acquire Zila Nutraceuticals for $40 Million in Cash

NEOMEDIA TECHNOLOGIES: Earns $4.9 Mil. in Second Quarter of 2006
OWENS CORNING: Bondholders Agrees to Toll Action Against Banks
OWENS CORNING: Objects to Roger Bell's Infringement Claim
PARMALAT USA: Court Denies Reinstatement of Minguito's Claim
PARMALAT USA: Carmen Green Wants Stay Lifted to Pursue Lawsuit

PENN NATIONAL: Earns $42.7 Million in Second Quarter Ended June 30
PENN OCTANE: Amends and Restates Lease Agreement with Seadrift
PLIANT CORP: Enters into Registration Rights Agreement
PLIANT CORP: Inks Indenture Supplement to Up Interest on Sr. Notes
POPE & TALBOT: Incurs $14.508 Million Net Loss in Second Quarter

PORTLAND GENERAL: Earns $27 Million in Second Quarter of 2006
PRIMUS TELECOMMS: Posts $219.9 Million Net Loss in Second Quarter
QWEST COMMS: Equity Deficit Narrows to $2.82 Billion at June 30
REFCO INC: Chapter 7 Trustee Can Assume CBOT Lease
REGENCY GAS: Moody's Rates New $250 Million Revolving Loan at B1

RESOURCE AMERICA: June 30 Working Capital Deficit is $112.8 Mil.
R.H. DONNELLEY: Posts $79.8 Million 2006 Second Quarter Net Loss
SAINT VINCENTS: GAIC Has Until August 31 to Examine SVMC Personnel
SANMINA-SCI: Form 10-Q Filing Delay Prompts S&P's Negative Watch
SANMINA SCI: Moody's Reviews Low-B Ratings and May Downgrade

SILICON GRAPHICS: Wants KPMG LLP to Provide Audit Services
SILICON GRAPHICS: Wants to Hire Deloitte Financial as Accountants
SOLUTIA INC: Ex-Employee Dickerson Appeals Dismissal of Lawsuit
SOLUTIA INC: Court Approves Pharmacia and Sauget Settlement Pact
SOMERSET EDUCATION: Default Cues S&P's D Rating on $2.9 Mil. Debt

SONIC CORP: S&P Assigns BB- Rating to Proposed $775 Million Debts
SONIC CORP: Moody's Rates Proposed $775 Million Sr. Loan at Ba3
SOS REALTY: Judge Feeney Denies Foreclosure of Primary Asset
SOVRAN SELF: Earns $8.8 Million in Second Quarter of 2006
SPECIALTYCHEM PRODUCTS: Panel Wants Mesirow as Financial Advisor

SPECIALTYCHEM PRODUCTS: Brennan Steil Okayed as Panel's Counsel
STANDARD PARKING: Has $10.18MM Working Capital Deficit at June 30
SUB SURFACE: Posts $423,361 Net Loss in Third Fiscal Quarter
TITAN GLOBAL: Inks $15 Million Revolving Loan With Capital Source
TRIPATH TECH: June 30 Balance Sheet Upside-Down by $4.8 Million

TRUST ADVISORS: Court Confirms First Amended Reorganization Plan
USEC INC: Earns $21.6 Million in Second Quarter of 2006
VERIFONE HOLDING: To Acquire Trintech's Payment Systems Business
VTEX ENERGY: Completes Acquisition of U.K. Energy Assets
WERNER LADDER: U.S. Trustee Objects to Financial Advisor's Fees

WERNER LADDER: Wants to Employ PwC as Tax Advisor and Auditor
WORLDGATE COMMS: Completes $11 Mil. Funding With Cornell Capital

XERIUM TECHNOLOGIES: Earns $11.1 Million for 2006 Second Quarter

* Proskauer Rose Hires Veteran Securities Litigator Thomas Sjoblom

* Upcoming Meetings, Conferences and Seminars

                             *********

ADVANSTAR COMMS: Posts $16.8 Million Net Loss in Second Quarter
---------------------------------------------------------------
Advanstar Communications Inc. reported operating results for the
second quarter ended June 30, 2006.

Advanstar's results for the second quarter and first half of 2006
reflect the positive impact of the strategies, operating
structure, and growth initiatives we implemented in the last year.

"We are continuing to build on our outstanding start to 2006 and
have maintained our positive momentum through the second quarter,"
Joe Loggia, president and chief executive officer of Advanstar,
said.

"Launching new products and enhancing the customer experience,
combined with continuous improvement in our operating
efficiencies, drove our 13% revenue growth and 28% EBITDA increase
for the first half of the year."

                      Second Quarter Results

Revenue increased 6% to $59.2 million from $56.0 million for the
same quarter last year.  The increase is due to 9% growth in the
Fashion & Licensing segment, 24% growth in the Powersports segment
and 3% growth in the Life Sciences segment.  There were no
material event timing differences in the quarter.

Operating loss from continuing operations improved to $800,000
from $3.3 million in the second quarter of 2005.  Contribution
margin grew 17% in the Fashion & Licensing segment and 8% in the
Life Sciences segment, while losses were reduced in the Company's
Powersports segment.  The 2005 results include a restructuring
charge of $2.0 million related to a workforce and leased office
space reduction.

EBITDA in the second quarter grew 47% to $9.2 million from
$6.2 million in the same quarter of 2005.  EBITDA in the second
quarter of 2005 includes the aforementioned restructuring charge
of $2.0 million.  The balance of the improvement is driven by both
solid revenue growth and generally improved operating performance.

Cash provided by operations was $2.4 million compared to cash used
by operations of $17.7 million in the second quarter last year.
Operating cash flow in 2006 benefited from strong operating
performance, tradeshow booth deposits from the Project tradeshow
business, which was acquired in August 2005 and a reduction in
cash interest expense as a portion of long-term debt was repaid in
June of 2005.

Net loss was $16.8 million, compared with net income of
$15.5 million in the second quarter of 2005.  The reduction is
primarily due to non-recurring items in the second quarter of
2005.  Net income in the second quarter of 2005 included the
results of assets sold to Questex, which are reported separately
as discontinued operations, and included a $53.0 million gain on
the sale of these assets.  These gains were partially offset by
costs of $12.6 million incurred in relation to the extinguishment
of a portion of the Company's debt.

At June 30, 2006, the Company's balance sheet showed $760.730
million in total assets, $602.495 million in total liabilities,
and $157.875 million in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity
with $86.678 million in total current assets available to pay
$92.294 million in total current liabilities coming due within the
next 12 months.

                        Fashion & Licensing

Revenue from Fashion & Licensing for the second quarter of 2006
increased 9% to $11.0 million from $10.1 million in the same
quarter of 2005.  Revenue from the Licensing International show
grew 6%, or $500,000, reflecting a 5% increase in square feet,
which increased the size of the event to more than 200,000 square
feet.  License! magazine revenue grew 18%, or $300,000, due
largely to a 15% increase in advertising pages.

Contribution margin from Fashion & Licensing increased 17% to
$5.0 million in the second quarter of 2006 from $4.3 million in
the second quarter of 2005 due to the successful Licensing
International event and revenue growth in License! magazine.

                           Life Sciences

Revenue from Life Sciences increased 3% to $40.0 million in the
second quarter of 2006 from $39.0 million in the same quarter of
2005.  The increase in revenue was due to strong performances of
several publications, including DVM Newsmagazine, Dental Lab
Products, Formulary, and Contemporary Pediatrics, as well as the
launches of new conferences and publications.  These revenue gains
were partially offset by a decline in revenue from our IVT
pharmaceutical conferences.

Contribution margin from Life Sciences increased 8% in the second
quarter of 2006 to $13.4 million from $12.5 million in the second
quarter of 2005, due primarily to increased revenue and improved
operating efficiencies from the management restructuring
undertaken in the second quarter of 2005.

                            Powersports

Revenue from Powersports in the second quarter of 2006 increased
24% to $5.5 million from $4.4 million reported in the same quarter
of 2005 driven primarily by strong growth in our off-road sector,
including the launch of Off-Road Expo in Salt Lake City.

Contribution margin from Powersports improved in the second
quarter of 2006 to a loss of $100,000 from a loss of $1.0 million
in the second quarter of 2005 due primarily to the performance of
the off-road properties launched in 2004 and 2005.

                    General and Administrative

General and administrative costs increased 8% to $9.4 million from
$8.7 million in the second quarter of 2005 primarily due to
increases in legal costs related to outstanding legal claims.

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

                          About Advanstar

Headquartered in New York, Advanstar Communications Inc. --
http://www.advanstar.com/-- is a worldwide media company
providing integrated marketing solutions for the Fashion, Life
Sciences and Powersports industries.  Advanstar serves business
professionals and consumers in these industries with its portfolio
of 87 events, 58 publications and directories, 125 electronic
publications and Web sites, as well as educational and direct
marketing products and services.  Market leading brands and a
commitment to delivering innovative, quality products and services
enables Advanstar to "Connect Our Customers With Theirs."
Advanstar has roughly 1,000 employees and currently operates from
multiple offices in North America and Europe.

                           *     *     *

Standard & Poor's Ratings Services assigned a bank loan rating of
'B+' to Advanstar's $75 million revolving credit facility due
2009.


ALLIANCE LAUNDRY: Posts $800,000 Net Loss for Qtr. Ended June 30
----------------------------------------------------------------
Alliance Laundry Holdings's net loss for the quarter ended
June 30, 2006 was $800,000 as compared to a net loss of
$2.7 million for the quarter ended June 30, 2005.

The Company reported that its net revenues increased $1.2 million,
or 1.5%, for the quarter ended June 30, 2006, to $86.9 million
from $85.7 million for the quarter ended June 30, 2005.

The Company disclosed that, its net loss for the quarter ended
June 30, 2006 included $1.1 million of costs related to the
transfer of production lines from its Marianna, Florida plant to
its Ripon, Wisconsin plant and another $2.1 million of costs
related to the closure of its Marianna plant.

Net revenues for the six months ended June 30, 2006 increased
$2.8 million, or 1.8%, to $158.4 million from $155.6 million for
the six months ended June 30, 2005.  The Company's net loss for
the six months ended June 30, 2006 was $2.3 million as compared to
a net loss of $34.1 million for the six months ended June 30,
2005.

Thomas F. L'Esperance, chief executive officer and president,
said, "We are pleased to report yet another solid quarter, and
believe our operating performance reflects our efforts to continue
manufacturing consolidations and match commodity cost increases
with price increases. The physical move of the Marianna operations
to our Ripon facilities was substantially completed by the end of
July. We expect to begin seeing efficiencies from the
consolidation during the fourth quarter of 2006."

Alliance Laundry Systems LLC -- http://www.comlaundry.com/-- is a
North American manufacturer of commercial laundry products and
provider of services for laundromats, multi-housing laundries and
on-premise laundries.  Alliance offers a full line of washers and
dryers for light commercial and consumer use as well as large
frontloading washers, heavy-duty tumble dryers, and finishing
equipment for heavy commercial use.  The Company's products are
sold under the brand names Speed Queen(R), UniMac(R), and
Huebsch(R).

                          *     *     *

As reported in the Troubled Company Reporter on June 22, 2006
Standard & Poor's Ratings Services affirmed its 'B' rating and its
recovery rating of '3' Alliance Laundry Systems LLC's senior
secured credit facilities following its proposed $65 million add-
on credit facilities.  The 'B' bank loan rating remains at the
same level as the corporate credit rating.


ARMSTRONG WORLD: District Court Confirms Plan of Reorganization
---------------------------------------------------------------
The U.S. District Court Judge Eduardo Robreno issued a decision
confirming Armstrong World Industries, Inc.'s Fourth Amended Plan
of Reorganization, as Modified, dated Feb. 21, 2006.  The
Company expects that a formal confirmation order will be entered
by the District Court shortly.  AWI currently expects to emerge
from Chapter 11 in the fourth quarter of 2006.

"I am grateful for the support of our employees, customers,
suppliers and other business partners during the reorganization
process," said Michael D. Lockhart, AWI's Chairman and Chief
Executive Officer.  "Consistent with our purpose in seeking relief
under Chapter 11, the Plan provides the Company with a binding
resolution of its asbestos liability."

                          Plan Funding

Pursuant to the Plan, AWI will establish a trust in accordance
with the provisions of section 524(g) of the U.S. Bankruptcy Code
to satisfy all current and future asbestos personal injury
claimants.  AWI will fund the Trust by making a one-time
contribution of a combination of cash, notes and common stock of
the reorganized AWI.  Based on the Plan's estimated value of the
stock of reorganized AWI, the contribution to the Trust will have
a value of approximately $1.8 billion.  Those assets will be
administered by the Trust's trustees and used to pay asbestos
claims in accordance with the provisions of the Plan.  Reorganized
AWI will have no role or responsibility in the administration of
the Trust.  Pursuant to the Plan, all present and future asbestos
personal injury claims must be asserted against the Trust, and
all asbestos claimants will be permanently enjoined from pursuing
their claims against reorganized AWI.

                       Treatment of Claims

The Plan provides for unsecured creditors to receive pro rata
distributions on account of their allowed claims through a
combination of cash, notes and common stock of the reorganized
AWI.  Based on the Plan's estimated value of the stock of
reorganized AWI, unsecured creditors are expected to receive
distributions equal to approximately 59.5% of their allowed
claims.

Current shareholders of AWI's parent company, Armstrong Holdings,
Inc., do not receive any distributions under the Plan.  Following
AWI's emergence, AHI is expected to dissolve.

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?fb4

                      About Armstrong World

Based in Lancaster, Pennsylvania, Armstrong World Industries, Inc.
(OTC Bulletin Board: ACKHQ) -- http://www.armstrong.com/-- the
major operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.


ASARCO LLC: Ct. OKs Pact Widening Bar Date for Intercompany Claims
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas has
established August 1, 2006, as the deadline for certain parties to
file proofs of claims against the ASARCO LLC and its debtor-
affiliates.

Each of the Debtors may have claims against one or more of the
other Debtors.

The Debtors and their professionals are in the process of
reviewing and identifying all Intercompany Claims.  Each of the
Debtors needs additional time to identify and accurately report
the Intercompany Claims.

The Official Committee of Unsecured Creditors for ASARCO LLC and
the Debtors agree that extending the Bar Date solely with respect
to the Intercompany Claims is in the best interests of the
Debtors' respective estates.

Thus, in a Court-approved stipulation, ASARCO LLC, Encycle, Inc.,
ASARCO Consulting, Inc., Bridgeview Management Company, Inc.,
Asarco Oil And Gas Company, Inc., Government Gluch Mining Company
Limited, ALC, Inc., American Smelting and Refining Company, AR
Mexican Explorations Inc., AR Sacaton, LLC, Salero Ranch, Unit
III, Community Association, Inc., Covington Land Company, and
Asarco Master, Inc., agree that:

   (a) the Bar Date Order is extended solely with respect to
       Intercompany Claims;

   (b) the Stipulation does not modify or affect the Bar Date as
       it applies to claims asserted by or against the Asbestos
       Debtors, or as it applies to claims asserted by any party
       other than one of the Debtors; and

   (c) upon completion of the investigation of the Intercompany
       Claims, the Debtors and the Committees may file a
       supplemental bar date notice with the Court establishing a
       new bar date with respect to the Intercompany Claims,
       provided that the notice must be filed at least 30 days
       before the Intercompany Claims Bar Date.

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: Court OKs Pact Allowing Retirement Plan Cure Payments
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi approved the stipulation between ASARCO LLC and the
Official Committee of Unsecured Creditors.

ASARCO LLC has been identifying and resolving certain problems in
the administration of its employee benefit plans.  ASARCO has
discovered that it has compliance issues relating to its workers'
401(k) plans and certain benefit plans.

The Department of Labor Employee Benefit Security Administration
administers a Voluntary Fiduciary Correction Program where a
sponsor of an employee benefit plan can report its own compliance
issues.  If those issues are corrected to the satisfaction of the
Internal Revenue Service or the DOL, the government will not
pursue penalties.

The Internal Revenue Services also has a voluntary compliance
program, the Employee Plans Compliance Resolution System.

If ASARCO does not participate in the Correction Program and the
EPCRS, the IRS can impose an excise tax equal to 15% of the
foregone interest for each year that the late payment has not
been corrected.  If not corrected after notice from the IRS, a
100% excise tax penalty will be imposed.

Participation in the Correction Program and the EPCRS will
substantially reduce ASARCO's exposure to additional taxes and
penalties.  The funds required to cure the deficiencies would be
paid by the funds, and not out of ASARCO's estates.

To participate in the EPCRS, ASARCO need to file a Voluntary
Correction with Service Approval form and the pay $58,000 as
filing fee.

The parties stipulate that ASARCO will:

   (a) participate in DOL's Correction Program and pay $50,000 to
       cure the deficiencies in the benefit plans; and

   (b) participate in the IRS' EPCRS and pay $58,000.

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/).


ATLANTIC GULF: Real Property Sale Hearing Set for August 23
-----------------------------------------------------------
A hearing on the proposed sale of certain real property owned by
Atlantic Gulf Communities Corporation and its debtor-affiliates is
scheduled at 2:00 p.m., on Aug. 23, 2006, at the US Bankruptcy
Court, 824 Market St., 5th Floor in Wilmington, Delaware.

Michael B. Joseph, the Chapter 7 Trustee appointed in the Debtors'
case, is seeking to sell three lots, comprising approximately 9.3
acres, at the Cumberland Lakes planned community located in the
Cumberland Plateau region of Tennessee.  The three lots were
inadvertently excluded from the previously approved sale of 185
Cumberland lots to David Fetzner and Aldo DiSorbo.

Warren P. Schreier has offered to purchase the lots for a contract
price of $35,000.  The lots at Cumberland Lakes originally sold at
prices between $3,010 and $60,000.

The Trustee is disposing the assets pursuant to the request of the
Debtors' Secured Term Loan Lenders.  The lenders hold liens and
security interests on substantially all of the Debtor's assets.
As consideration for the Trustee's administration of their assets,
the lenders have agreed to make available from their collateral
certain funds for distribution to other creditors and the payment
of chapter 7 administrative expenses.

Headquartered in Fort Lauderdale, Florida, Atlantic Gulf
Communities Corporation was a developer and operator of luxury
residential real estate communities.  The Company and its
affiliates filed for chapter 11 protection on May 1, 2001 (Bankr.
D. Del. Case Nos. 01-01594 through 01-01597).  Michael R.
Lastowski, Esq., at Duane Morris LLP represents the Debtor.  The
Bankruptcy Court converted the Debtors' chapter 11 cases to a
chapter 7 liquidation proceeding on June 18, 2002.  Michael B.
Joseph is the chapter 7 Trustee for the Debtors' estates.  John D.
McLaughlin, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP
represents the chapter 11 Trustee.  When the Debtors filed for
chapter 11 protection, they listed $148,546,000 in assets and
$170,251,000 in liabilities.


AVIALL INC: Launches Offering for $200 Mil. of 7-5/8% Senior Notes
------------------------------------------------------------------
Aviall, Inc., commenced a cash tender offer for any and all of its
outstanding 7-5/8% Senior Notes due 2011 (CUSIP No. 05366BAB8).
There are $200 million in original aggregate principal amount of
Notes outstanding.

In conjunction with the tender offer, the Company is soliciting
the consent of holders of at least a majority in aggregate
outstanding principal amount of the Notes to amendments to the
indenture under which the Notes were issued.  If adopted, the
amendments would eliminate substantially all of the restrictive
covenants and certain events of default contained in the
indenture.  The terms and conditions of the tender offer are set
forth in an Offer to Purchase and Consent Solicitation Statement
dated Aug. 14, 2006.  The tender offer will expire at 5:00 p.m.,
New York City time, on Sept. 12, 2006, unless extended or earlier
terminated.  Holders of the Notes cannot tender their Notes
without delivering their consents to the amendments and cannot
deliver consents without tendering their Notes.

The Total Consideration for each $1,000 principal amount of Notes
validly tendered and purchased in the Offer will be a price
determined by reference to the bid-side yield to maturity of the
3.625% U.S. Treasury Note due June 30, 2007 as of 10:00 a.m., New
York City time, on Aug. 25, 2006, unless extended, plus 50 basis
points.  The Total Consideration includes a consent payment of $30
per $1,000 principal amount of Notes that will be payable to
holders who validly tender their Notes and deliver consents on or
prior to 5:00 p.m., New York City time, on Aug. 25, 2006, unless
extended and their Notes are accepted for purchase.  Holders who
validly tender Notes after the Consent Payment Deadline but on or
prior to the Expiration Time will be entitled to receive the
Tender Offer Consideration, which is equal to the Total
Consideration less the consent payment.  In either case, tendering
holders will receive accrued and unpaid interest from the most
recent payment of semi-annual interest preceding the Payment Date
up to, but not including, the Payment Date.

The tender offer is subject to the satisfaction of certain
conditions, including:

   (i) the consummation of the acquisition of the Company by The
       Boeing Company, as announced on May 1, 2006;

  (ii) the receipt of the requisite consents from the holders of
       at least a majority in aggregate principal amount of Notes
       and the execution of a supplemental indenture giving effect
       to the proposed amendments to the indenture for the Notes;
       and

(iii) certain other customary conditions.

Wachovia Securities and UBS Securities LLC are the Dealer Managers
and Solicitation Agents for the tender offer and consent
solicitation.  Questions regarding the terms of the tender offer
or consent solicitation should be directed to:

     Wachovia Securities
     Telephone (704) 715-8341
     Toll-free (866) 309-6316

     UBS Investment Bank
     Telephone (203) 719-4210
     Toll-free (888) 722-9555, ext. 4210

The Depositary is The Bank of New York Trust Company, N.A., and
the Information Agent is D.F. King & Co., Inc.  Any questions or
requests for assistance or additional copies of documents may be
directed to the Information Agent at (212) 269-5550 or toll-free
at (888) 644-6071.

                          About Aviall

Headquartered in dallas, Texas, Aviall, Inc. (NYSE:AVL) --
http://www.aviall.com/-- provides aftermarket supply-chain
management services for the aviation and defense industries.
Aviall is comprised of two operating units: Aviall Services, Inc.
and Inventory Locator Service.

                          *     *     *

As reported on Troubled Company Reporter on May 3, 2006,
Standard & Poor's Ratings Services placed its ratings on Aviall
Inc., including the 'BB' corporate credit rating, on CreditWatch
with positive implications.


BALLY TECHNOLOGIES: S&P Holds B Corp. Credit Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Bally
Technologies Inc., including the 'B' corporate credit rating, on
CreditWatch with negative implications.

Ratings were initially placed on CreditWatch Sept. 9, 2005,
following the company's announcement that it had not completed its
accounting and financial reporting process for the fiscal year
ended June 30, 2005, due to several transactions that came under
review from a revenue recognition perspective.  The company's 10-K
was subsequently filed on Dec. 31, 2005.

The company announced that it has completed its review of certain
transactions that affect the timing of revenue recognition during
2003 to 2005 and has concluded that these years should be
restated.  As a result, Bally expects to file the restated
financial statements for fiscal years 2003, 2004, and 2005 with
the SEC during September 2006.

The company expects to file its 10-Qs for the periods ended Sept.
30, 2005, Dec. 31, 2005, and March 31, 2006, approximately 30 to
60 days after the fiscal year restated financials are filed.
Bally does not expect to file its 10-K by the Sept. 13, 2006,
deadline and now targets filing in November 2006.

Management stated that it met its 2006 revenue-growth target, but
did not achieve its profitability objectives due to lower gross
margins on game sales related to introductory pricing and
manufacturing costs, as well as high legal and accounting costs.

"In resolving the CreditWatch listing, we will continue to
evaluate the accounting and financial reporting issues and their
potential impact on Bally's financial position," said Standard &
Poor's credit analyst Peggy Hwan Hebard.

"Thus far, we have lowered the corporate credit rating by two
notches since the initial CreditWatch placement."

Rating implications continue to vary considerably depending on the
outcome of Standard & Poor's review, with possibilities from an
affirmation to a multiple-notch downgrade.


BRICOLAGE CAPITAL: Court OKs Duane Morris to Substitute Arent Fox
-----------------------------------------------------------------
The Honorable James M. Peck of the U.S. Bankruptcy Court for the
Southern District of New York in Manhattan gave Bricolage Capital,
LLC, permission to employ Duane Morris LLP as its bankruptcy
counsel, nunc pro tunc to July 1, 2006.

The Court had approved on Nov. 30, 2005, the Debtor's application
to employ Arent Fox PLLC as its bankruptcy counsel, nunc pro tunc
to Oct. 14, 2005.

Robert E. Grossman, Esq., has primary responsibilities for
devising and implementing the Debtor's strategies on behalf of the
Debtor.  Mr. Grossman resigned his partnership at Arent Fox on
June 30, 2006, and effective as of July 1, 2006, he became a
partner of Duane Morris LLP.

Duane Morris will:

   (a) take all necessary action to protect and preserve the
       estate of the Debtor, including the prosecution of actions
       on the Debtor's behalf, the defense of any actions
       commenced against the Debtor, the negotiation of disputes
       in which the Debtor is involved, and the preparation of
       objections to claims filed against the Debtor's estates;

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

   (c) negotiate and prepare on behalf of the Debtor all plans of
       reorganization and documents related thereto and assist in
       obtaining acceptances and confirmation of such plan or
       plans;

   (d) perform all other necessary legal services in connection
       with the prosecution of these chapter 11 cases; and

   (e) advise the Debtor's board of directors with respect to
       fiduciary duties.

Mr. Grossman disclosed the current hourly rates of Duane Morris:

      Designation                   Hourly Rate
      -----------                   -----------
      Partners and Counsel          $175 - $705
      Associates                    $155 - $425
      Paraprofessionals & Staff      $60 - $250

The Debtor has previously paid a $350,000 retainer to Arent Fox,
the balance of which will be transferred to Duane Morris as an
advance payment or security retainer for services to be rendered
and expenses to be incurred in connection with the Debtor's
chapter 11 case.

Mr. Grossman assured the Court that Duane Morris has no interest
adverse to the Debtor, its creditors, or any party-in-interest,
and is disinterested as that term is defined in Section 101(14) as
modified by Section 1107(b) of the Bankrutpcy Code.

Headquartered in New York, New York, Bricolage Capital, LLC, filed
for chapter 11 protection on Oct. 14, 2005 (Bankr. S.D.N.Y.
Case No. 05-46914).  Robert E. Grossman, Esq., Lawrence J. Kotler,
Esq., and Matthew E. Hoffman, Esq., at Duane Morris LLP represent
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors' has been appointed to date in Bricolage's
chapter 11 case.  When the Debtor filed for protection from its
creditors, it estimated assets of $1 million to $10 million and
debts of $10 million to $50 million.


CALGON CARBON: Prices $65 Mil. Convertible Senior Notes Offering
----------------------------------------------------------------
Calgon Carbon Corporation priced a private offering of $65 million
in aggregate principal amount of its 5% Convertible Senior Notes
due 2036 ($75 million in aggregate principal amount if the initial
purchaser exercises its option in full).  The sale of the
Convertible Notes is expected to close on Aug. 18, 2006, subject
to customary closing conditions.

The Company has also arranged a new $50 million secured revolving
credit facility which is also expected to close on Aug. 18, 2006,
subject to customary closing conditions.  Proceeds from the sale
of the Convertible Notes, together with borrowings under the
revolving credit facility, will be used to repay in full the
outstanding indebtedness under the Company's existing revolving
credit facility.

The Convertible Notes will be senior unsecured obligations of the
Company.  The Convertible Notes will be guaranteed on a senior
unsecured basis by certain of the Company's domestic subsidiaries.

The Convertible Notes will pay interest semiannually in arrears at
an annual rate of 5%.  The Convertible Notes will be convertible
prior to June 15, 2011, upon specified events, and thereafter, at
any time, into shares of the Company's common stock at a
conversion rate of 196.0784 shares per $1,000 principal amount of
Convertible Notes (equivalent to an initial conversion price of
approximately $5.10 per share), subject to adjustment in certain
circumstances.  The initial conversion price represents an
approximately 20% premium to the $4.25 per share closing
price of the Company's common stock on the New York Stock Exchange
on Aug. 14, 2006.  Upon conversion, the Company will pay cash and
deliver shares of the Company's common stock, if applicable.

The Convertible Notes will be redeemable at the Company's option
on or after Aug. 20, 2011 at a redemption price equal to 100% of
the principal amount of the Convertible Notes being redeemed plus
accrued and unpaid interest.  The Convertible Notes will be
subject to repurchase at the option of holders on Aug. 15, 2011,
Aug. 15, 2016, and Aug. 15, 2026, and upon the occurrence of
certain fundamental changes at a repurchase price equal to 100% of
the principal amount of the Convertible Notes being repurchased
plus accrued and unpaid interest.

                       About Calgon Carbon

Based in Pittsburgh, Pennsylvania, Calgon Carbon Corporation
(NYSE: CCC) -- http://wwwcalgoncarbon.com/-- provides services
and solutions for making air and water cleaner and safer.

                    Credit Facility Default

As of June 30, 2006, the Company remained in default of its U.S.
credit facility.  It continues to classify the borrowings
outstanding on that facility as short-term debt.  The Company is
evaluating several options to restructure its credit facility.

Calgon Carbon's board of directors did not declare a quarterly
dividend.


CALPINE CORP: Wants to Employ Lenczner Slaght as Canadian Counsel
-----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates ask authority from the
U.S. Bankruptcy Court for the Southern District of New York to
employ Lenczner Slaght Royce Smith Griffin, LLP, as their Canadian
counsel, nunc pro tunc to June 7, 2006.

On Dec. 20, 2005, Madam Justice B.E.C. Romaine of the Court
of Queen's Bench of Alberta declared that the Companies'
Creditors Arrangement Act applied to each of Calpine Canada
Energy Limited, Calpine Canada Power Ltd., Calpine Canada Energy
Finance ULC, Calpine Energy Services Canada Ltd., Calpine Canada
Resources Company, Calpine Canada Power Services Ltd., Calpine
Canda Energy Finance II ULC, Calpine Natural Gas Services
Limited, and 3094479 Nova Scotia Company.

Lenczner Slaght will:

    (a) advise the Debtors and assist the U.S. Debtors' bankruptcy
        and reorganization counsel in connection with issues of
        Canadian bankruptcy law;

    (b) represent the Debtors in the Canadian Proceedings; and

    (c) represent the Debtors in the litigation pending in Canada.

The Debtors will pay Lenczner Slaght according to the firm's
customary hourly rates:

       Professional                       Hourly Rate
       ------------                       -----------
       Partners                         CN$475 to CN$750
       Associates                       CN$300 to CN$500
       Paraprofessionals                CN$125 to CN$225

These professionals will have primary responsibility in providing
services to the Debtors:

       Professional                     Hourly Rate
       ------------                     -----------
       Peter Griffin, Esq.                CN$700
       Peter Osborn, Esq.                 CN$625
       Monique Jilesen, Esq.              CN$475
       Pinta Maguire, Esq.                CN$300

The Debtors will also reimburse all necessary out-of-pocket
expenses Lenczner Slaght will incur.

Peter Griffin, Esq., a senior partner at Lenczner Slaght Royce
Smith Griffin, LLP, in Toronto, Ontario, assures the Court that
his firm does not represent 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: Court OKs Sale of Fox Energy Plant for $16.2 Mil.
---------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York to
take all actions necessary to effectuate the sale of the Fox power
plant for $16.25 million.

As reported in the Troubled Company Reporter on July 7, 2006, Fox
Energy Company LLC and Fox Energy OP, LP, leased, on Nov. 19,
2004, Fox Energy Center, a 490-megawatt, natural gas-fired
power plant in Kaukauna, Outgamie County, Wisconsin to Calpine
Fox LLC.

Fox Energy Company and Fox Energy OP are affiliates of GE Energy
Financial Services.  GE Energy is the existing equity-owner of
the Fox power plant.

CPN Fox is a non-debtor, indirect wholly owned subsidiary of
Calpine Corporation.

The Debtors have determined that CPN Fox is not eligible to
receive proceeds from their DIP facility and other funding
because the Fox power plant cannot maximize nor sustain its
overall enterprise value.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
notes that CPN Fox defaulted in its March 2006 rent payment for
the Fox power plant.  CPN Fox anticipates that it also cannot pay
its June 2006 rent.

Thus, CPN Fox and the Debtors negotiated for the sale of CPN
Fox's leasehold interest in the Fox power plant back to Fox
Energy Company and Fox Energy OP.

On May 24, 2006, the Debtors, CPN Fox, Fox Energy Company and Fox
Energy OP entered into a Letter of Intent, which provides that:

    1. CPN Fox will sell the Fox Assets to Fox Energy Company and
       Fox Energy OP for $16.25 million, subject to post-closing
       adjustments:

          * $13.5 million will be paid on closing date,

          * $1 million will be paid 82 days after the closing
            date,

          * $500,000 will be paid 120 days after closing date, and

          * $1.25 million will be paid after occurrence of certain
            conditions delineated in the LOI;

    2. CPN Fox will surrender the Fox Plant to Fox Energy;

    3. Fox Energy's assignment to CPN Fox of certain interests
       will be terminated and those interests will revert
       automatically to Fox Energy;

    4. CPN Fox and Debtors Calpine Operating Services Company,
       Inc., and Calpine Construction Management Company, Inc.,
       will terminate certain contracts and assume and assign
       certain sub-contracts relating to the Fox plant.  Among the
       contracts that will be terminated are:

          * the Lease,
          * the Memorandum of Lease,
          * the Site Lease,
          * the Memorandum of Site Lease,
          * the Assignment and Assumption Agreement,
          * the Project Management Agreement,
          * the Security Agreement,
          * the Pledge Agreement,
          * the Participation Agreement,
          * the Tax Indemnity Agreement,
          * the Calpine TIA Guaranty,
          * the Depositary Agreement,
          * the Tolling Guaranty and Reimbursement Agreement,
          * the Guaranty Note,
          * the Precautionary Pledge Agreement, and
          * the OP Guaranty;

    5. CPN Fox and the Debtors will mutually release all
       liabilities arising under the terminated agreements;

    6. CPN Fox and the Purchasers will execute a transition
       services agreement; and

    7. All parties and their affiliates will mutually release all
       claims and liabilities related to Fox.

A full-text copy of the Letter of Intent is available for free
at http://ResearchArchives.com/t/s?d31

Mr. Bennett asserts that the sale proceeds is enough to fully
satisfy CPN Fox's liabilities.  The remainder of the proceeds can
be applied to the Debtors' DIP Facility.

To preserve the value of the Fox Assets, Mr. Bennett argues that
it is critical that the Debtors close the sale as soon as
possible.

                       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/)


CATHOLIC CHURCH: Tort Claimants May File Suit vs. Spokane Parishes
------------------------------------------------------------------
Individuals alleging clergy abuse in Eastern Washington may
commence lawsuit against parishes in the Diocese of Spokane and
even explore legal liability of individual churchgoers, according
to SpokesmanReview.com.

John Stucke, staff writer at SpokesmanReview, reports that tort
claimants criticized, in radio talk shows, meetings, and
statements to the press, Spokane bishop William Skylstad for:

   (1) reneging on their settlement agreement; and

   (2) allowing parishes to assert financial independence -- that
       the claimants said "was never the case before the diocese
       filed for bankruptcy."

The U.S. Bankruptcy Court for the Eastern District of Washington
previously threw out in May 2006 a settlement agreement that
required the Diocese to pay $45,750,000 to 75 sexual abuse
claimants.  Judge Williams, instead, directed parties-in-interest
to the Diocese's bankruptcy case to consider mediation to resolve
issues including the property of the estate dispute and how much
money is to be paid to tort claimants.

On July 7, 2006, several parties gathered before retired
Bankruptcy Court Judge Zive in Reno, Nevada, for mediation.  In
addition, the full week of August 21 has been set aside for
mediation with Judge Zive in Spokane.

Participants in the mediation process were:

   (1) the Tort Litigants Committee, representing the 75 settling
       claimants;

   (2) the Tort Claimants Committee, representing 60 or 70
       individuals;

   (3) the Future Claims' Representative;

   (4) the Association of Parishes; and

   (5) the Spokane Diocese.

Bishop Skylstad disclosed in July that the Diocese has pooled
almost $20,000,000 from its liability insurers to be used to
indemnify the tort claimants.  The amount does not include
$8,000,000 in diocesan assets, and an expected funding from
Catholic organizations totaling $7,000,000.

The Association of Parishes represents the individual parishes
located in the Diocese.  The parishes are unincorporated
associations under applicable Washington law and are capable of
bringing suit or being sued.

If sued, the parishes will look into Spokane's insurance policies
for coverage, said Ford Elsaesser, Esq., at Elsaesser Jarzabek
Anderson Marks Elliott & McHugh, the Association's counsel, in
papers filed with the Bankruptcy Court.  Mr. Elsaesser pointed out
that funds to pay the premiums for the policies originated or came
from the 82 parishes in the Diocese.

Mr. Stucke notes that Shaun M. Cross, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, in Spokane, Washington, the
Diocese's counsel, confirmed that Spokane has been advised that
the tort claimants may sue the parishes.  Mr. Cross said those
lawsuits would hinder the final resolution of Spokane's case.

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/)


CENTRAL VERMONT: Earns $995,000 for 2006 Second Quarter
-------------------------------------------------------
Central Vermont Public Service's consolidated second quarter
earnings were $995,000, compared to second quarter 2005 earnings
of $2.1 million.

The Company reported consolidated earnings of $5.1 million, for
the first half of 2006, versus a consolidated loss of
$2.5 million, for the first half of 2005.  The 2005 results
included a $21.8 million pre-tax charge to earnings, due to the
Vermont Public Service Board's Order issued on March 29, 2005.

Bob Young, president, said, "Our primary focus continues to be on
restoring the company's financial health to enable a return to an
investment grade credit rating.  In May we filed with the PSB for
a 6.15% retail rate increase.  We expect a decision on the case in
late January 2007,"

"Financial discipline and strategic growth opportunities, such as
the planned purchase of Rochester Electric Light and Power and the
southern Vermont territory of Vermont Electric Cooperative, are
keys to our success.  These purchases will provide important
customer growth while allowing the company to spread fixed costs
over a larger customer base," Mr. Young said.

The Company also disclosed that, it invested $8.9 million into
Vermont Transco LLC, a Vermont limited liability company formed by
Vermont Electric Power Company, Inc. and its owners.  The Company
expects to invest another $14.4 million in Transco in the third
quarter of 2006.

Founded in 1929, Central Vermont Public Service (NYSE: CV) is
Vermont's largest electric utility.  Central Vermont's non-
regulated subsidiary, Eversant Corporation, sells and rents
electric water heaters through a subsidiary, SmartEnergy Water
Heating Services.

                        *     *     *

As reported in the Troubled Company reporter on Aug. 4, 2006,
Standard & Poor's Ratings Services affirmed its 'BB+' corporate
credit rating and 'BBB' senior secured bond rating on electric
utility Central Vermont Public Service Corp.

At the same time, the preferred stock rating was lowered to 'B+'
from 'BB-'.  The outlook is stable.


CHEMED CORP: Board Approves $50 Million Stock Repurchase Plan
-------------------------------------------------------------
The Board of Directors of Chemed Corporation has formally
authorized the establishment of a $50 million ongoing share
repurchase program.  In addition, the Company intends to fully
utilize the remaining $8 million from its February 2000 share
repurchase program.

These share repurchases will be funded through a combination
of cash generated from operations as well as utilization of its
revolving credit facility.  The timing and the amount of any
repurchase of shares will be determined by Company management
based on its evaluation of market conditions and other factors.

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

                           *     *     *

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


CHENIERE ENERGY: Posts $3.619 Million Net Loss in Second Quarter
----------------------------------------------------------------
Cheniere Energy, Inc., incurred a $3.619 million net loss on
$413,000 of revenues in the second quarter ending June 30, 2006,
the Company disclosed in a Form 10-Q filing delivered to the
Securities and Exchange Commission on Aug. 4, 2006.

As of June 30, 2006, the Company's balance sheet showed
$1.449 billion in assets and $285.547 million in equity.

                 Liquidity and Capital Resources

The Company is primarily engaged in Liquefied Natural Gas-related
business activities.  Craig K. Townsend, the Company's Vice
President and Chief Accounting Officer, said the Company's three
LNG receiving terminal projects, as well as its related proposed
natural gas pipelines, will require significant amounts of capital
and are subject to risks and delays in completion.  In addition,
its marketing business will need a substantial amount of capital
for hiring employees, satisfying creditworthiness requirements of
contracts and developing the systems necessary to implement our
business strategy.  Even if successfully completed and
implemented, its LNG-related business activities are not expected
to begin to operate and generate significant cash flows before
2008.  As a result, the Company's business success will depend to
a significant extent upon its ability to obtain the funding
necessary to construct its three LNG receiving terminals and
related pipelines, to bring them into operation on a commercially
viable basis and to finance the costs of staffing, operating and
expanding our company during that process.

The Company's management currently estimates that the cost of
completing its three LNG receiving terminals will be approximately
$3 billion, before financing costs.  In addition, the Company's
management expects that capital expenditures of approximately
$800 million to $1 billion will be required to construct the
Company's three related natural gas pipelines.

As of June 30, 2006, the Company had working capital of
$756.1 million.  While the Company believes that it has adequate
financial resources available through 2006, Mr. Townsend asserts
that the Company must augment its existing sources of cash with
significant additional funds in order to carry out its long-term
business plan.  The Company currently expects that its capital
requirements will be financed in part through cash on hand,
issuances of project-level debt, equity or a combination of the
two and in part with net proceeds of debt or equity securities
issued by Cheniere or other Cheniere borrowings.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f76

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

                         *     *     *

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


CIENA CORPORATION: Settles Two Patent Suits with Nortel
-------------------------------------------------------
Ciena(R) Corporation and Nortel have reached an agreement to
settle two patent lawsuits between the companies that have been
pending in the U.S. District Court for the Eastern District of
Texas.

The Company disclosed that, pursuant to the settlement, the
parties entered into a long-term patent cross-license agreement.
Both the original lawsuit brought by Ciena against Nortel in
January 2005 and a second patent infringement case filed by Nortel
against Ciena in April 2006 are to be dismissed.

                         About Nortel

Nortel (NYSE/TSX:NT) -- http://www.nortel.com-- delivers
communications capabilities that enhance the human experience and
power global commerce, and secure and protect critical
information.  It simplifies networks and connects people with
information.  Nortel does business in more than 150 countries.

                          About Ciena

Ciena, a supplier of optical telecommunications systems and
related products, had $684 million in debt and capitalized
operating leases outstanding as of Jan. 31, 2006.

                        *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Standard & Poor's Ratings Services affirmed its B/Stable/--
ratings on Linthicum, Maryland-based Ciena Corp.

"At the same time, we assigned our 'B' rating to the company's
proposed issue of $250 million in convertible senior notes due
2013," said Standard & Poor's credit analyst Bruce Hyman.


CITIZENS COMMUNICATIONS: Earns $101.7 Mil. in 2006 Second Quarter
-----------------------------------------------------------------
Citizens Communications Company reported second quarter 2006
revenues of $506.9 million, operating income of $169.5 million,
and net income of $101.7 million.  During the quarter, the Company
received approximately $65 million in cash upon the liquidation of
the Rural Telephone Bank.  Excluding the effects of the Rural
Telephone Bank liquidation, net income would have been
$63.0 million.

Second quarter 2006 revenue increased 2.2% compared to the second
quarter of 2005.  The increase is due primarily to growth in data
and internet services revenue and to a lesser extent higher access
services revenues and higher enhanced services/features revenues.
Data and internet services revenue increased 28.5% compared with
the second quarter of 2005.

Other operating expense decreased by approximately $6.8 million or
3.7% primarily driven by reductions in salaries and benefits as
the company has 340 fewer employees and improved expense control
in benefit costs.

Depreciation expense for the second quarter of 2006 decreased
$12.9 million as compared to the second quarter of 2005.  The
decrease is due to a declining asset base and changes in the
projected useful lives of certain assets as determined by an
independent study prepared last year.  Depreciation expense is
expected to decline in 2006 to approximately $350.0 million or by
11% compared with 2005.

At June 30, 2006, the Company's balance sheet showed $6.145
billion in total assets, $3.951 billion in total liabilities, and
$924 million in total stockholders' equity.

The company added 19,600 high-speed internet customers during the
quarter and had over 350,000 high-speed data subscribers at
June 30, 2006.  The number of the company's high-speed internet
subscribers has increased by more than 83,000 or 31.1% since
June 30, 2005.

Operating income for the second quarter of 2006 was $169.5 million
and operating income margin was 33.4%, compared with
$142.3 million and 28.7% in the second quarter of 2005.  Capital
expenditures were $54.5 million for the second quarter of 2006 and
$98.3 million for the first six months of 2006.

Free cash flow for the second quarter increased 17% to
$155.8 million compared with the second quarter of 2005.  The
company's dividend represents a payout of 51.6% of free cash flow
for the first six months of 2006.

During the second quarter, the company repurchased $97.3 million
of stock at an average price of $13.16.  In addition, during the
second quarter, the company retired at par $175 million of
debentures due on June 1, 2006, and repurchased $22.7 million of
its notes due Aug. 17, 2006.

The sale of Electric Lightwave, LLC for $247 million (including
$243 million in cash) closed on July 31, 2006.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f35

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

                           *     *     *

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service placed the debt ratings of Citizens
Communications on review for possible upgrade.  Affected ratings
include the Ba3 ratings of the Company's Corporate family rating,
Senior unsecured revolving credit facility, and Senior unsecured
notes, debentures, bonds.


COEUR D'ALENE: Earns $32.6 Million in 2006 Second Quarter
---------------------------------------------------------
Coeur d'Alene Mines Corp. reported all-time record quarterly net
income of $32.6 million for the second quarter of 2006, compared
to a net loss of $1.7 million for the year-ago period.  Cash
provided by operations was an all-time quarterly record of
$32.0 million, compared to $9.1 million of cash used by operations
in the year-ago quarter.

Results for the second quarter of 2006 include the favorable
impact of the company's strategic sale of 100% of the shares of
Coeur Silver Valley, specifically a one-time pre-tax gain of
$11.2 million.  The quarter also includes pre-tax income of
$1.4 million from CSV operations at the Galena mine.  Excluding
the one-time gain and the income from Galena, the company's net
income in the second quarter of 2006 was still a record
$20.1 million.

For the first six months of 2006, the company reported record
net income of $47.0 million compared to a net loss of
$2.8 million for the same period of 2005.  Excluding the one-time
gain mentioned above and US$2.0 million of pretax income from
discontinued operations, the company's net income for the first
six months of 2006 was still a record $33.9 million.

Metal sales from continuing operations in the second quarter of
2006 increased 61 percent to $54.0 million from $33.5 million in
the year-ago quarter.  Metal sales from continuing operations for
the first six months of 2006 increased 50 percent to $98.9 million
from $65.7 million in the year-ago period.

In commenting on the company's performance relative to the year-
ago quarter, Dennis E. Wheeler, Chairman, President and Chief
Executive Officer, said, "The company's operating performance
improved sharply due to improvement in nearly all of our key
business indicators.  Specifically, the company reported higher
silver production, lower per-ounce cash production costs for
silver, and sharply higher realized prices for silver and gold."

Mr. Wheeler added, "During the quarter, we completed the
profitable sale of our interest in Coeur Silver Valley as part
of our strategy to focus our growth on lower cost, longer-life
mines.  That transaction generated US$15 million in cash for the
company.  At the same time, by eliminating the highest-cost mine
in our system, where silver cash production costs were recently
running above $10 per ounce, the transaction contributed to a
significant reduction in the company's overall per-ounce silver
cash production cost.  We are pleased that we not only met our
strategic objective with this sale but that we also reported an
increase in silver production from continuing operations due
largely to strong performance at Cerro Bayo combined with the
ounces generated by our Australian interests."

Mr. Wheeler said, "Gold and silver prices have remained at the
kind of robust levels that enable the company to generate
healthy income and cash flow.  Our bullish view of the precious
metals markets remains unchanged.  Growth in silver demand
appears to be particularly robust in the industrial sector, and
we expect healthy price levels to continue.  At the same time,
we are counting on strong operating performance by our mines in
the second half of the year and expect to see silver production
at noticeably higher levels than in the first half, with the
Cerro Bayo and Rochester mines, in particular, setting the
pace."

              Highlights by Individual Property

Rochester (Nevada)

Silver cash cost per ounce declined by 66 percent, relative to
the year-ago quarter, due to a 27 percent increase in gold
production.  Silver production was down modestly due to the
short-term impact of heavy rains that affected silver in the
solution flow.

Cerro Bayo (Chile)

Silver production was 53% above the level of the first quarter
of 2006 as grades returned to more typical levels as planned.
At US$1.82, silver cash cost per ounce in the second quarter of
2006 was the lowest in the Coeur system and was significantly
below that reported for the first quarter of 2006 due largely to
higher silver production.  Silver production was 14 percent
above that of a year ago due to an increase in tons milled.
Gold production declined relative to the year-ago period due to
lower grades.  Lower gold production resulted in a reduced by-
product credit, which caused silver cash cost per ounce to
increase relative to the year-ago quarter.

Martha (Argentina)

Silver and gold production were above the levels of the year-ago
quarter -- and sharply above the levels of the first quarter of
2006 -- primarily because the operation encountered grades for
both metals that were much higher than forecast in the mine
plan.

Silver cash cost per ounce increased relative to the year-ago
period due to higher royalties resulting from higher market
prices.

Endeavor (Australia)

Silver production was above the level of the second quarter of
2005 because year-ago results reflected only one month of
production data following Coeur's acquisition of this interest
in June of 2005.  Production rates at Endeavor have not yet
returned to expected quarterly levels as the mine continues to
recover from a rock fall that occurred in October 2005.  Coeur
currently expects production levels to return to normal levels
during the fourth quarter of 2006.

Cash production cost in the second quarter of 2006 was above the
level of a year ago due to higher smelting and refining charges
associated with the increased market value of silver deductions
charged pursuant to the smelting and refining contracts.

Broken Hill (Australia)

Silver production was 528,041 ounces, with a cash cost per ounce
of US$3.27.  Cash production cost per ounce was above the level
of the preceding quarter due to higher refining and smelting
charges associated with the increased market value of silver
deductions charged pursuant to the smelting and refining
contracts.  (Year-ago comparisons for Broken Hill are not
meaningful because the mineral interest was acquired in the
third quarter of 2005.)  In addition, at Broken Hill, proven and
probable silver mineral reserve ounces increased 20 percent to
18.0 million contained ounces as of June 2006 from 15.0 million
contained ounces at year-end 2005.

        Balance Sheet and Capital Investment Highlights

The company had US$393.3 million in cash and short-term
investments as of June 30, 2006.  Capital investment during the
second quarter of 2006 totaled US$25.7 million, most of which
was spent on the Kensington (Alaska) gold project.

   -- At Kensington, capital investment totaled US$20.9
      million during the quarter as the company continued
      with an aggressive construction schedule.  The company is
      aiming to complete the project and start producing gold
      near the end of 2007.  Recent activity has focused on
      construction of the mill building and completion of major
      earthworks.  Kensington is expected to produce 100,000
      ounces of gold annually.

   -- At San Bartolome, capital investment totaled US$1.5
      million during the quarter.  The company is aiming to
      complete construction activities near the end of 2007.
      During the second quarter, the construction activities
      continued to focus on rough-cut grading of the plant site
      and construction of roads.  Coeur has been pleased by the
      recent cooperative and productive actions of the
      Government of Bolivia.  In particular, the company
      recently completed renegotiation of a contract with the
      Bolivian State Mining Company Comibol concerning timing
      of lease payments; entered into an agreement with Comibol
      that calls for joint exploration of certain Comibol
      silver properties in Potosi; and received a letter of
      assurance from the Minister of Mines regarding the
      government's support for the San Bartolome project.
      Based on such developments, Coeur is proceeding with
      engineering and procurement activities.  San Bartolome
      is expected to produce 8 million ounces of silver
      annually.

                         Exploration

During the second quarter, the company acquired two new
exploration properties in the Santa Cruz province near the
company's Martha mine via option-to-purchase agreements with
private Argentinean interests. The largest is the Costa
property, at 98,500 acres, which lies about 90 miles north-
northwest of Martha.  The second property, called El Aguila, is
located in the eastern part of the province approximately 90
miles north of the town of San Julian.  The company has
commenced exploration activities at both properties.

In the second quarter, the exploration program focused primarily
on existing properties, with an emphasis on reserve
development/delineation drilling and discovery of new
mineralization at Cerro Bayo, Martha, and Kensington.
Approximate drilling totals were 62,000 feet at Cerro Bayo,
17,000 feet at Martha, and 23,000 feet at Kensington.

A full-text copy of the Quarterly Report in Form 10-Q filed with
the Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?f72

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

                         *     *     *

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


COLLINS & AIKMAN: Inks Settlement Pact with Valiant and MOBIS
-------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve a stipulation resolving disputes over a claim asserted by
Valiant Tool & Mold, Inc.

Before the Debtors' bankruptcy filing, MOBIS Alabama, LLC, ordered
various tooling, molds and other personal property from the
Debtors pursuant to certain purchase orders.  The Debtors out-
sourced the manufacture of the Mold to Valiant Tool & Mold, Inc.,
and Valiant manufactured and delivered the Mold to the Debtors
prepetition.

Valiant says that $64,780 remains due and owing from the Debtors
for the Mold.  Valiant also says that it holds valid and perfected
liens in the Mold pursuant to the Michigan Mold Lien Act (MCL
Section 445.611 et seq.).  Valiant had notified the Debtors that
it was prepared to exercise its state law remedies under the
Michigan Mold Lien Act.

The Debtors also possess certain other Tooling that is separate
and distinct from the Mold.  The Debtors believe that $2,318,843
remains due and owing from MOBIS for receivables related to the
Tooling.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that MOBIS wants to assume ownership of the
Tooling and related data, drawings, specifications and other
information.  MOBIS also wants the right to demand and take
possession of the Tooling and copies of the Debtors' maintenance,
repair and engineering change records.

Moreover, General Electric Capital Corporation asserts that it
has a perfected first priority lien in all of the Debtors'
prepetition receivables until it is paid for all amounts
outstanding under an Amended and Restated Receivables Purchase
Agreement dated as of December 20, 2001.

After conducting extensive arm's-length negotiations aimed at
resolving all of the financial obligations and liens among the
Parties, the Parties have agreed to enter a Stipulation, which
provides that:

   (a) In full satisfaction of Valiant's $64,780 claim for the
       Mold, MOBIS will pay to Valiant, on the Debtors' behalf,
       $57,280 and Valiant will repay to the Debtors all amounts
       that they have already paid;

   (b) In satisfaction of GECC's receivable from the Debtors
       under the Receivables Purchase Agreement, MOBIS will pay,
       on the Debtors' behalf, $2,261,563 to GECC;

   (c) The Mold Payment and the Receivable Payment are in full,
       final and complete satisfaction of the Debtors' claim that
       $2,318,843 remains due and owing from MOBIS to the Debtors
       for the Receivable;

   (d) The Debtors will waive their right to (i) commence
       avoidance actions against Valiant solely on account of the
       alleged Valiant Liens in the Mold or the Mold Payment and
       (ii) challenge the perfection of the Valiant Liens; and

   (e) MOBIS will take title to the Tooling and related data,
       drawings, specifications and other information, free and
       clear of all liens, claims, encumbrances and other
       interests.

Mr. Carmel asserts that through the Stipulation, the Debtors
will:

   -- avoid the cost and uncertainty of litigating the validity
      of the Valiant Liens and Valiant's claim to state law
      remedies;

   -- avoid the cost and uncertainty of litigating the amount due
      and owing under the Receivable; and

   -- reduce the Debtors' balance due and owing to GECC under the
      Receivables Facility.

Moreover, the Debtors will preserve their established
relationships with each of MOBIS, Valiant and GECC, Mr. Carmel
says.

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: Sets Up Protocol for Rejecting Leases
-------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to
approve expedited procedures for the rejection of unnecessary and
burdensome executory contracts and unexpired leases.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, relates that the Debtors have entered a phase of their
reorganization wherein they are focused on shedding unnecessary
contracts and leases to minimize costs and administrative burden
on their estates as well as minimize the Court's administrative
burden in overseeing the rejection process.

Salient terms of the Debtor's proposed rejection procedures
include:

   (a) The Debtors will file a notice to reject a Contract,
       setting forth: (i) the Contracts to be rejected; (ii) the
       name and address of the counterparties to the Contracts;
       (iii) the effective date of the rejection for the
       Contracts; and (iv) the deadlines and procedures for
       filing objections to the Rejection Notice.

   (b) The Debtors will serve the Rejection Notice by an
       overnight delivery service on: (i) the Contract
       counterparties affected by the Rejection Notice; (ii)
       counsel to the Committee; (iii) counsel to the agent for
       the prepetition secured lenders; (iv) counsel to the agent
       for the postpetition secured lenders; and (v) the Office
       of the United States Trustee.

   (c) Parties objecting to the rejection must file and serve a
       written objection with the Court no later than 10 days
       after the date the Debtors serve the relevant Rejection
       Notice.

   (d) If an objection is not timely filed, the Debtors will file
       a certificate of no objection with a proposed order
       rejecting the Contracts.

   (e) If an objection is timely filed and not withdrawn or
       resolved, the Debtors will file a notice for a hearing to
       consider the objection for the Contracts to which the
       objection relates.  If an objection is overruled or
       withdrawn, the Contracts will be rejected.

Establishing the Rejection Procedures will minimize the Debtors'
postpetition obligations and help them increase the efficiency
and overall cost-effectiveness of the reorganization, Mr. Carmel
says.

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/)


CONGOLEUM CORPORATION: Files Ninth Modified Reorganization Plan
---------------------------------------------------------------
Congoleum Corporation filed a modified plan and disclosure
statement with the Bankruptcy Court following court ordered global
mediation negotiations.

"The plan we have just filed reflects the considerable progress we
believe was made with the parties during the last two months,"
Roger S. Marcus, Chairman of the Board, commented.  "This plan has
the affirmative support of all asbestos creditor classes and we
believe it resolves issues that impeded previous plans.  I am
pleased we have accomplished this and optimistic that the plan
will receive the votes required.  A hearing on the disclosure
statement for this plan is scheduled for Sept. 21, 2006, which we
hope will lead to a confirmation hearing in early 2007 and our
emergence soon thereafter."

A full-text copy of the Proposed Disclosure Statement is available
for free at http://ResearchArchives.com/t/s?fb2

A full-text copy of the Ninth Modified Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?fb1

                    About Congoleum Corporation

Based in Mercerville, New Jersey, Congoleum Corporation (AMEX:CGM)
-- http://www.congoleum.com/-- manufactures and sells resilient
sheet and tile floor covering products with a wide variety of
product features, designs and colors.  The Company filed for
chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case No.
03-51524) as a means to resolve claims asserted against it related
to the use of asbestos in its products decades ago.

Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors in their restructuring efforts.  Elihu Insulbuch,
Esq., at Caplin & Drysdale, Chartered, represents the Asbestos
Claimants' Committee.  R. Scott Williams serves as the Futures
Representative, and is represented by lawyers at Orrick,
Herrington & Sutcliffe LLP, and Ravin Greenberg PC.  Michael S.
Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP represent the
Official Committee of Unsecured Bondholders.  When Congoleum filed
for protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.

At March 31, 2006. Congoleum Corporation's balance sheet showed
a $44,694,000 stockholders' deficit compared to a $44,960,000
deficit at Dec. 31, 2005.  Congoleum is a 55% owned subsidiary of
American Biltrite Inc. (AMEX: ABL).


CONSUMERS ENERGY: Earns $21 Million in 2006 Second Quarter
----------------------------------------------------------
Consumers Energy Company reported $21 million of net income on
$1.396 billion of operating revenue in the second quarter
ending June 30, 2006, the Company disclosed on a Form 10-Q
filing delivered to the Securities and Exchange Commission on
Aug. 4, 2006.

As of June 30, 2006, the Company's balance showed assets amounting
to $15.666 billion in assets and $3.593 billion in debts.

Thomas J. Webb, the Company's Executive Vice President and Chief
Financial Officer, said that the Company's operating, investing,
and financing activities meet its consolidated cash needs.  At
June 30, 2006, $918 million consolidated cash was on hand, which
includes $67 million of restricted cash and $273 million from
entities consolidated pursuant to FASB Interpretation No. 46(R).

                 Liquidity and Capital Resources

The Company's primary ongoing source of cash is dividends and
other distributions from its subsidiaries.  For the six months
ended June 30, 2006, Consumers paid $40 million in common stock
dividends to CMS Energy Corp.

The Company's current financial plan includes controlling
operating expenses and capital expenditures and evaluating market
conditions for financing opportunities.  Due to the adverse impact
of the MCV Partnership asset impairment charge recorded in 2005
and the MCV Partnership fuel cost mark-to-market charges during
2006, Consumers' ability to issue FMB as primary obligations or as
collateral for financing is expected to be limited to $298 million
through December 31, 2006.  MCV Partnership is a Midland
Cogeneration Venture Limited Partnership in which the Company has
a 49% interest through CMS Midland.

After December 31, 2006, Consumers' ability to issue FMB in excess
of $298 million is based on achieving a two-time FMB interest
coverage ratio.

The Company's management believes these items will be sufficient
to meet the Company's liquidity needs:

   -- the Company's current level of cash and revolving credit
      facilities;

   -- the Company's ability to access junior secured and unsecured
      borrowing capacity in the capital markets; and

   -- the Company's anticipated cash flows from operating and
      investing activities.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?fa4

                  About Consumers Energy Company

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

                           *     *     *

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


COPELANDS' ENTERPRISES: Files for Chapter 11 Protection in Del.
---------------------------------------------------------------
Copelands' Enterprises, Inc. filed a voluntary petition under
Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy
Court for the District of Delaware on August 14, 2006.

The Debtor relates that it filed for bankruptcy in the hope of
achieving a restructuring through a recapitalization under a
Chapter 11 Plan.

The Debtor tells the Court that its liquidity has been constrained
due to a downturn in sales performance and margins as compared to
prior years.  As a result, it only had approximately $950,000 cash
on hand as of Aug. 9, 2006.  The Debtor says that it is also in
default of its Loan Agreement with Wells Fargo Retail Finance,
LLC.

The Debtor further relates that a significant portion of its trade
payables are overdue and most of its key vendors have either
stopped shipping new inventory or threatened to do so.  The Debtor
discloses that it has received less than $300,000 per week in new
inventory.  This has resulted to the Debtor not being able to
stock its stores with additional new inventory it normal requires
for back-to-school and holiday seasons.

                        Wells Fargo Loan

The Debtor is a borrower under a Loan and Security Agreement,
dated as of Dec. 31, 2002, which was amended and restated as of
July 22, 2005, with Wells Fargo.  The loan is secured by liens
against substantially all of the Debtor's tangible and intangible
assets.  The Loan Agreement provides for a $40 million revolving
line of credit available through Dec. 30, 2009, less the amount of
any letters of credit outstanding and subject to borrowing bas
limitation based on eligible receivable and inventory.

The agreement also provides for term loans up to $6 million that
can be drawn in increments of $1 million for the first three years
of the agreement and matures on Dec. 30, 2009.  The Debtor says
that as of its bankruptcy filing, it owes Wells Fargo
$14.3 million.

                         Senior Notes

The Debtor tells the Court that it also issued 12% Senior
Subordinated Notes Dues Dec. 31, 2009, in the aggregate initial
principal amount of $10 million.  The Notes are secured by a lien
on the assets of the Debtor junior to the liens securing its
obligation under the Wells Fargo Agreement.

The Debtor discloses that prior to filing for bankruptcy,
Bruckman, Rosser, Sherrill and Co. II, L.P., an interest holder,
held $5 million in principal amount of the Notes while Tom and Jim
Copeland, the Debtor's founder and owner, held the other $5
million.  The Debtor currently owes approximately $13.8 million to
holders of the Notes.

                       Accounts Payable

The Debtor says that as of Aug. 14, 2006, it owes approximately
$23 million in accounts payable to its vendors.  17 of these
vendors, with claims aggregating approximately $9 million, formed
an ad hoc committee and engaged in a series of negotiations and
discussions with Wells Fargo and the Debtor.

                     Reacquiring Interest

The Debtor relates that on December 2002, Bruckman Rosser
purchased a majority interest in the Debtor.  The Copelands
continued as Directors and retained investment in the Debtor.
The Debtor says that prior to its filing for bankruptcy, the
Copelands reached an agreement with Bruckman Rosser to repurchase
Bruckman Rosser's stake in the company.

The Copelands, using their own funds, agreed to purchase all of
Bruckman Rosser's equity interests in the Debtor and the
$5 million in principal amount of the Notes held by Bruckman
Rosser.

The Copelands further agreed to:

    a. resume management control of the Debtor;

    b. advance $5 million to the Debtor to reduce the debt held by
       Wells Fargo, facilitate the DIP financing by Wells Fargo,
       and increase availability under the DIP credit line; and

    c. subordinate their rights as holders of the $13 million in
       obligations under the Notes to the claims of trade
       creditors who continue to supply inventory to the Debtor.

                  About Copelands' Enterprises

Headquartered in San Luis Obispo, Calif., Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.


COPELANDS' ENT: Case Summary & 25 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Copelands' Enterprises, Inc.
        dba Copelands' Sports
        dba Shopsports.com
        775 Fiero Lane, Suite 200
        San Luis Obispo, California 93401

Bankruptcy Case No.: 06-10853

Type of Business: The Debtor operates specialty sporting goods
                  stores.  See http://www.copelandsports.com/

Chapter 11 Petition Date: August 14, 2006

Court: District of Delaware (Delaware)

Debtor's Counsel: Laura Davis Jones, Esq.
                  Pachulski Stang Ziehl Young
                  Jones & Weintraub LLP
                  919 North Market Street, 17th Floor
                  P.O. Box 8705
                  Wilmington, Delaware 19899-8705
                  Tel: (302) 652-4100
                  Fax:  (302) 652-4400

                        -- and --

                  Marc A. Berlinson, Esq.
                  Ira D. Kharasch, Esq.
                  Pachulski Stang Ziehl Young
                  Jones & Weintraub LLP
                  10100 Santa Monica Boulevard, 11th Floor
                  Los Angeles, California 90067
                  Tel: (310) 277-6910
                  Fax: (310) 201-0760

Estimated Assets: $50 Million to $100 Million

Estimated Debts:  $50 Million to $100 Million

Debtor's 25 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Nike USA, Inc.                Trade debt              $1,685,181
Customer Financial Services
P.O. Box 4875
Beaverton, OR 9076-4875

Callaway Golf                 Trade debt                $983,091
2180 Rutherford Road
Carlsbad, CA 92008-7328

Sole Technology Inc.          Trade debt                $825,950
20161 Window Drive
Lake Forest, CA 92630

New Balance Shoes             Trade debt                $806,729
38-42 Everett
Boston, MA 02134

Taylor Made                   Trade debt                $663,935
5545 Fermi Court
Carlsbad, CA 92008

Titleist Golf                 Trade debt                $542,794
P.O. Box 965
Faurgaven, MA 02719-0965

Adidas America                Trade debt                $542,794
5675 North Blackstock Road
Spartanburg, SC 29303

DC Shoes                      Trade debt                $466,262
1333 Keystone Way, Unit A
Vista, CA 92083

Quiksilver                    Trade debt                $418,733
5600 Argosy Circle #300
Huntington Beach, CA 92649

Puma                          Trade debt                $326,819
147 Centre Street
Brockton, MA 02402

Pacific Cycle                 Trade debt                $319,708
4730 East Radio Tower Lane
Olney, IL 62450

Reebok International Ltd.     Trade debt                $279,734
1895 J.W. Foster Boulevard
Canton, MA 02021

Earth Products                Trade debt                $275,770
5830 El Camino Real
Carlsbad, CA 92008

Asics Tiger Corp.             Trade debt                $265,529
16275 Laguna Canyon Road
Irvine, CA 92618-3603

Nautilus                      Trade debt                $254,539
16400 SC Nautilus Drive
Vancouver, WA 98683

Columbia Sportswear           Trade debt                $253,264
P.O. Box 83239
Portland, OR 97283-0239

DVS Shoes Co., Inc.           Trade debt                $236,678
955 Francisco Street
Torrance, CA 90502

VOLCOM, Inc.                  Trade debt                $235,817
1740 Monrovia Avenue
Costa Mesa, CA 92627

PG & E                        Trade debt                $211,538
Box 997300
Sacramento, CA 95899-7300

Under Armour                  Trade debt                $194,830
1020 Hull Street, Suite 300
Baltimore, MD 21230

Jansport                      Trade debt                $194,169
P.O. Box 3600
Appleton, WI 54913-3600

Speedo Authentic Fitness      Trade debt                $192,658
7911 Haskell Avenue
Van Nuys, CA 91410

Converse                      Trade debt                $188,770
One High Street #14
North Andover, MA 01845-2601

Lakai Limited                 Trade debt                $187,432
955 Francisco Street
Torrance, CA 90502

Ho Sports/Hyperlite           Trade debt                $185,916
P.O. Box 94643
Seattle, WA 98124-6943


DANA CORP: Can Assume Supply Pacts with Haas, Houghton & Moore's
----------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York authorized Dana Corporation and
its debtor-affiliates to assume their executory contracts with:

   1. Haas TCM, Inc.,
   2. Houghton Fluidcare, Inc., and
   3. Moore's Machine Company of Chatham County.

The Court adjourned the hearing to consider the Debtors' contracts
with U.S. Manufacturing Corporation and Nationwide Precision
Products Corporation to a later date.

As reported in the Troubled Company Reporter on June 13, 2006,
the Debtors are parties to these executory contracts:

(A) USM Agreement

    The Debtors are party to a supply agreement with U.S.
    Manufacturing Corporation dated September 5, 2002, whereby
    U.S. Manufacturing supplies parts to the Debtors for
    specified prices.  The USM Agreement has a 10-year term and
    will expire in September 2012.  The annual amount of
    purchases made by the Debtors under the USM Agreement total
    approximately $100,000,000.

    The Debtors want to assume the USM Agreement and pay a
    $3,994,195 cure amount, which is subject to reconciliation,
    resulting in the full payment of all prepetition amounts owed
    to U.S. Manufacturing.  In exchange, the Debtors will receive
    a reduction in the prices paid under the USM Agreement of
    around 2.3%, with the potential for an additional price
    reduction if certain modifications to the manufacturing
    process utilized by U.S. Manufacturing, described as the
    variable wall tubing alternative, is implemented.

(B) The Nationwide Agreement

    The Debtors are party to a supply agreement with Nationwide
    Precision Products Corporation dated February 7, 2000,
    pursuant to which, Nationwide purchases components to be
    integrated into axle parts manufactured by the Debtors.
    Nationwide performs machining services on those components
    prior to selling them to the Debtors.  The Nationwide
    Agreement is scheduled to expire on December 31, 2006.  The
    annual dollar amount of purchases made by the Debtors under
    the Nationwide Agreement is around $25,000,000.

    The Debtors want to assume the Nationwide Agreement and pay
    a $1,005,440 cure amount, which subject to reconciliation,
    resulting in the payment to Nationwide of 40% of the
    prepetition claims not entitled to priority under Section
    503(b)(9) of the Bankruptcy Code.  Nationwide reserves its
    rights to assert the remaining 60% as general unsecured
    claims or as reclamation claims.  In exchange, Nationwide has
    agreed to enter into a supply agreement with the Debtors for
    year 2007.

(C) The Haas Agreement

    The Debtors are party to a Corporate Account Agreement for
    Chemical Management Services with Haas TCM, Inc., dated
    August 1, 2004.  Under the Haas Agreement, Haas is
    responsible for procuring, delivering, managing and disposing
    of various chemicals to the Debtors' facilities.

    The Haas Agreement is scheduled to expire on July 31, 2006,
    and, by its terms, is terminable by Haas upon 90 days' notice
    to the Debtors.  The annual dollar amount paid to Haas under
    the Haas Agreement exceeds $15,000,000.

    The Debtors want to assume the Haas Agreement and pay a
    $631,609 cure amount, of which $464,733 is to be paid on
    assumption and $166,875 is to be paid prior to the effective
    date of the Debtors' reorganization plan.  In exchange, Haas
    has agreed to, among other things:

    * refrain from exercising any termination rights it has under
      the Haas Agreement through August 1, 2007;

    * convert a 5% cost savings goals for the contract year
      August 1, 2006, through July 31, 2007, into a cost savings
      guarantee;

    * provide the Debtors with a one-year option to extend the
      term of the agreement and related statements of work
      through July 31, 2008, with an additional 5% guaranteed
      minimum savings for that contract year; and

    * provide other contract modifications that likely will
      result in cost savings for the Debtors.

(D) The Houghton Agreement

    The Debtors are also party to a Corporate Account Agreement
    with Houghton Fluidcare, Inc., dated July 15, 2004, under
    which Houghton provides chemical management services to 18 of
    the Debtors' facilities.

    The Houghton Agreement is scheduled to expire on July 14,
    2006 and, by its terms, is terminable by Houghton upon 90
    days' notice to the Debtors.  The annual dollar amount paid
    to Houghton under the Houghton Agreement exceeds $10,000,000.

    The Debtors want to assume the Houghton Agreement and pay a
    Proposed Cure Amount in two portions:

       (i) an estimated cure payment of $1,100,000; and

      (ii) the payment of an additional amount of around $375,000
           contingent upon Houghton providing certain cost
           savings under the Houghton Agreement.

    In exchange, Houghton has agreed to, among other things:

    * refrain from exercising any termination rights it has under
      the Houghton Agreement through July 15, 2007;

    * convert a 5% cost savings goals for the contract year July
      15, 2006, through July 14, 2007 into a cost savings
      guarantee; and

    * provide the Debtors with a current extension of the
      Agreement and related statements of work through July 14,
      2008, and with a further one-year option to extend the term
      of the agreement through July 14, 2009, with an additional
      5% guaranteed minimum year-over-year cost savings for each
      those contract years.

(E) The Moore's Machine Agreement

    The Debtors are party to a supply agreement with Moore's
    Machine Company of Chatham County, Inc., dated February 9,
    2004, pursuant to which Moore's Machine manufactures more
    than 100 part numbers utilized by the Debtors in their
    manufacturing operations.  The Moore's Machine Agreement is
    scheduled to expire on January 31, 2007, with the Debtors
    possessing two one-year options to extend the term of the
    agreement through January of 2008 or 2009.

    The Debtors want to assume the Moore's Machine Agreement and
    pay a $590,000 cure amount, subject to reconciliation,
    resulting in the payment to Moore's Machine of 55% of the
    prepetition claims not entitled to priority under Section
    503(b)(9) of the Bankruptcy Code, with the remainder to be
    asserted only as general unsecured claims in the Debtors'
    bankruptcy cases.  In addition, the Debtors have agreed to
    purchase a portion of the raw material inventory of Moore's
    Machine in certain circumstances.

    In exchange, Moore's Machine has agreed to permit the Debtors
    to re-source certain parts presently supplied by Moore's
    Machine in the event that Moore's Machine is no longer
    competitive with respect to those parts.

With respect to the Contracts to be assumed, the Debtors have
assessed the relevant markets and their business operations
and have made a preliminary determination that they would be
unable to find a replacement supplier on terms as favorable as
those in the Contracts, as modified.

The Debtors believe that most of the Contracts will be
of long term benefit to their operations and restructuring
efforts and therefore likely would be assumed later in the
Chapter 11 process even if the concessions created by the
proposed modifications had not been obtained.

Headquartered in Toledo, Ohio, Dana Corporation --
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. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


DANA CORP: Court Approves $8.3 Mil. Payment to Pension Fund
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Dana Corporation and its debtor-
affiliates and the Official Committee of Unsecured Creditors
allowing the payment of $8.363 million to their employees' pension
plans.

In connection with their collective bargaining agreements and as
part of their benefit programs for certain non-union employees,
the Debtors maintain defined benefit pension plans and
periodically make contributions to those Pension Plans.

The next contribution required by the Internal Revenue Code and
the Employee Retirement Income Security Act to certain of the
Pension Plans, amounting to $8,363,000, is on July 15, 2006.

Headquartered in Toledo, Ohio, Dana Corporation --
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. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


DANA CORPORATION: Court Allows Travelers to Assert Counterclaims
----------------------------------------------------------------
Before their bankruptcy filing, Dana Corporation and certain of
its debtor and non-debtor affiliates initiated a state court
action seeking, inter alia, a declaration of coverage under
several insurance policies issued by Aetna Casualty and Surety
Company, now known as Travelers Casualty and Surety Company.

Contesting the coverage claims, Travelers filed a counterclaim
seeking a declaratory judgment establishing that it has no legal
or equitable obligation to pay any amount in connection with the
underlying claims and to determine the parties' respective rights
and obligations to the extent any liability is found against
Travelers, including the parties' respective rights and
obligations related to retrospective premiums owed under the
Policies.  Travelers has also asserted an affirmative defense
based upon the retrospective premiums.

Travelers asked the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to fully
adjudicate the rights and obligations of the parties under the
Policies, including any retrospective premiums owed, and to
exercise its set-off or recoupment rights against any amounts owed
to the Plaintiffs.

The Court modified the automatic stay solely to permit Travelers
to:

   -- assert, prosecute, litigate and liquidate in the State
      Action the Counterclaims; and

   -- join any additional debtors that are necessary parties to
      the State Action, as determined by the Court of Common
      Pleas of Lucas County, Ohio, and bring third-party claims
      in the State Action.

The Court did not permit Travelers to collect any amounts from
Dana Corporation and its debtor-affiliates' estates as a result of
a determination made in the State Action.

The Court denied Traveler's request for relief from stay to
exercise its set-off or recoupment rights against any amounts
owed, without prejudice to Travelers' right to renew that request
for relief after the claims and obligations have been established
in the State Action.

Headquartered in Toledo, Ohio, Dana Corporation --
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 Nos. 8 and 12;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


DAVE & BUSTERS: Wants to Amend $160 Million JP Morgan Credit Pact
-----------------------------------------------------------------
Dave & Buster's Inc. has requested a change to the Company's
covenants under its $160 million Credit Agreement with a group of
lenders led by JP Morgan Chase Bank, N.A. as administrative agent.

The main provisions of the request are:

   1) Consent to enter into a sale-leaseback transaction on three
      fee owned properties, the proceeds of which would be used
      to pay down the outstanding balance of the term loan
      portion of the Credit Agreement with up to $5 million
      being available for reinvestment. Net proceeds are
      estimated to be approximately $20 million, with an
      estimated closing date in October or November of 2006.

   2) For the purposes of satisfying negative covenants under the
      Credit Agreement:

      (a) the amount of start-up costs to be added back to the
          Company's net income would be increased from
          $5 million to $7.5 million for the year 2006, and

      (b) the amount of payments to employees under change in
          control contracts to be added back to the Company's net
          income would be set at $10 million through the
          Company's 2007 fiscal year.

   3) The ability to utilize purchasing cards, and treat up to
      $5 million of such purchasing card obligations as pari
      passu secured obligations.

Dave & Buster's, Inc., headquartered in Dallas, Texas, is a
leading operator of large format specialty restaurant and
entertainment complexes with 46 locations across the United
States.

                        *     *     *

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Standard & Poor's Ratings Services assigned its 'B-' corporate
credit rating to theme restaurant operator Dave & Buster's Inc.
At the same time, Standard & Poor's assigned its 'B-' rating to
the company's planned $160 million bank loan, along with a
recovery rating of '3', indicating the expectation of meaningful
(50%-80%) recovery of principal in the event of a payment default.

Standard & Poor's also assigned its 'CCC+' rating to the company's
planned $175 million senior unsecured notes.  The outlook is
negative.


DELPHI CORPORATION: Opposes Panel's Plea to Prosecute GM Claims
---------------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the United States
Bankruptcy Court for the Southern District of New York to deny the
request of the Official Committee of Unsecured Creditors of Delphi
to prosecute, on behalf of the Debtors' estates, the Claims and
Defenses raised in a complaint against General Motors Corporation.

The Committee had asserted that the Claims and Defenses may
support the recapture of billions of dollars in payments and
avoidance of obligations that the Debtors were forced to undertake
for GM's benefit.  The Claims and Defenses may also reduce or
eliminate the Defendants' claims against the Debtors.  According
to the Committee, successful prosecution of the Claims and
Defenses will increase dramatically the payout to unsecured
creditors.

John Wm. Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in Chicago, Illinois, points out that the Official
Committee of Unsecured Creditors seeks to wrest from the Debtors'
control all of the estates' potential causes of action against
General Motors Corporation, whether known or unknown, and all of
the defenses to possible claims against the estates by GM, also
whether known or unknown.

Mr. Butler relates that Delphi Corp.'s Board of Directors had
determined that bringing the GM Claims now would prejudice their
transformation plan and be harmful to the reorganization.  The
Board reserved the right to assert some or all of the GM Claims
and Defenses in the future prior to the expiration of the
statutory tolling period in October 2007.

The Committee clarified in its request that its purpose is not to
pursue litigation but to ensure a seat in the negotiations.
However, Mr. Butler notes, the Committee has not come forward
with any case in which a court has granted a statutory committee,
over the objection of a Chapter 11 debtor-in-possession, roving
authority to usurp from the debtor causes of action that the
Committee does not even have any present intention to pursue.  To
do so would be wholly inconsistent with the Bankruptcy Code, Mr.
Butler says.

According to Mr. Butler, the Committee does not contend that the
Debtors are denying it information.  Indeed, the Committee
concedes that most of the allegations in the Complaint came from
information the Debtors provided to the Committee.  Mr. Butler
adds that the Committee does not even imply that the Debtors have
unjustifiably refused to pursue causes of action against GM.  The
Committee actually admits that it would be harmful to the estates
to bring these causes of action at this time, notes Mr. Butler.

Even if the Court were to overlook the fact that the Committee
itself does not wish to assert claims against GM at this time, the
Committee relies on an overly simplistic analysis to support its
extraordinary request, Mr. Butler argues.

"[T]he Debtors' objection is not the ratio of litigation expenses
to expected recovery, but rather the Debtors' conclusion that
litigating these claims against GM at the present time is not the
best strategy for maximizing the value of the estates," Mr.
Butler says.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 36; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


DELPHI CORP: Equity Committee Asserts Need for Financial Advisor
----------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Delphi Corporation and its debtor-affiliates' Chapter 11 cases
seeks permission from the U.S. Bankruptcy Court for the Southern
District of New York to retain a financial advisor.

The Equity Committee believes that the services and expertise of a
financial advisor are necessary so the Committee can effectively
fulfill its fiduciary duties as the representative of equity
security holders' interests.

Bonnie Steingart, Esq., at Fried, Frank, Harris, Shriver &
Jacobson LLP, in New York, tells Judge Drain that a financial
advisor will assist the Equity Committee in evaluating the complex
financial and organizational transformational issues inherent in
the Debtors' reorganization.  In addition, because of the various
information sharing protocols in effect and the designation of a
significant number of documents as for "Professionals' Eyes Only",
the Equity Committee believes that having a financial advisor will
make information sharing more manageable for all parties.

The Equity Committee discussed its potential retention of a
financial advisor with the Debtors, the United States Trustee and
the Official Committee of Unsecured Creditors.  These discussions
led to lengthy negotiations that resulted in a term sheet setting
forth a proposed payment structure and scope of services for a
financial advisor that has been agreed to by the Debtors and the
Equity Committee.

Consistent with those discussions, the Debtors have stated that
they have no objection to the Equity Committee's retention of a
financial advisor on terms consistent with the Term Sheet.

Likewise, the Equity Committee believes that the U.S. Trustee does
not object to its efforts to retain a financial advisor.

The compensation structure for the financial advisor to the Equity
Committee will be $175,000 per month with no success fee.  This is
consistent with those that the Debtors are currently paying to
Lazard Freres, on behalf of the United Auto Workers union, and
Chanin Capital, on behalf of the IUE-CWA, for roles which are not
as limited as those of the Equity Committee's advisors.

Pursuant to the Term Sheet, the Equity Committee's financial
advisor will not:

   1) determine or evaluate the Debtors' enterprise value, on a
      consolidated and division basis;

   2) monitor or review the business, management, operations,
      properties, financial condition and prospects of the
      Debtors;

   3) analyze or review the Debtors' claims process, including
      plan classification modeling, negotiation, and claim
      estimation -- except for claims of General Motors and the
      unions arising out of Delphi's transformation or those
      arising out of divestitures and closings; and

   4) participate in negotiations on the Equity Committee's
      behalf other than with the Debtors.

To streamline the process, the Equity Committee interviewed a
number of financial advisory firms and has reviewed with those
potential advisors the proposed payment structure and scope of
services.

If the Court approves the request, the Equity Committee will
promptly file an application by notice of presentment providing
parties with 10 days' negative notice.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 35; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


DS WATERS: $68 Mil. Debt Repayment Cues S&P to Raise Rating to B-
-----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on
Atlanta, Georgia-based DS Waters Enterprises LP, including its
corporate credit rating, to 'B-' from 'CCC+'.

The recovery rating on the amended senior secured bank loan was
revised to '2' from '3', which indicates an expected substantial
recovery of principal (80% to 100%) in the event of a payment
default.

The outlook is revised to stable from positive.  Standard & Poor's
estimates that DS Waters had about $225.6 million of total debt
outstanding at June 30, 2006.

"The upgrade reflects approximately $68 million of debt repayment
in fiscal 2006 and reduced amortization requirements; in addition,
the company has begun to improve operating performance, although
we note full turnaround of the business is not expected for
another year," said Standard & Poor's credit analyst Alison
Sullivan.

The ratings on DS Waters reflect:

   * its leveraged financial profile;

   * narrow business focus; and

   * participation in the relatively mature home office delivery
     segment of the U.S. bottled water industry.

DS Waters participates in the U.S. HOD water market, ranking first
or second in 22 of the top 25 major cities in the U.S.  The
company was created in 2003 by joining two other bottled water
concerns owned by Groupe Danone and Suntory Limited.  Operating
performance was significantly weaker than expectations for the
subsequent two years following the creation of the company.

Performance had declined as a result of:

   * increased competition from retail outlets selling water
     coolers;

   * growing consumer preference for single-serve bottled water;

   * high levels of customer attrition; and

   * higher-than-expected costs related to the integration of the
     company's bottled water businesses.

Cooler rentals, which represent a substantial portion of the
company's cash flow, have continued to decline and to date, DS
Waters has not been able to replace this revenue stream with more
profitable business; however, management has initiated steps to
reduce costs and stabilize its customer base, and the company's
operating performance has improved.

EBITDA grew over 20% in the first half of 2006 compared to the
same period in 2005.  While Standard & Poor's remains concerned
about industry conditions, it expects further improvements in
performance as a result of these cost cutting efforts.


DUN & BRADSTREET: June 30 Balance Sheet Upside-Down By $134.4 Mil.
------------------------------------------------------------------
The Dun & Bradstreet Corporation reported its results for the
second quarter ended June 30, 2006.

"We are pleased with our results in the second quarter, which
represents another in a string of quarters in which we've
consistently delivered strong performance," Steve Alesio, chairman
and chief executive officer of D&B, said.

"Looking ahead, we believe that our unique competitive advantages
and ongoing investments in the business will allow us to continue
to drive profitable revenue growth and deliver increased value to
our shareholders."

                    Second Quarter 2006 Results

Core and total revenue for the quarter was $367.4 million, up 5%
before the effect of foreign exchange (up 4% after the effect of
foreign exchange) from the prior year quarter.

Core and total revenue results for the second quarter of 2006
reflect:

   -- Risk Management Solutions revenue of $248.9 million, up 2%
      before the effect of foreign exchange (up less than 1%
      after the effect of foreign exchange);

   -- Sales & Marketing Solutions revenue of $88.2 million, up
      10% (both before and after the effect of foreign exchange);

   -- E-Business Solutions revenue of $21.5 million, up 29% (both
      before and after the effect of foreign exchange); and

   -- Supply Management Solutions revenue of $8.8 million, up 33%
      before the effect of foreign exchange (up 32% after the
      effect of foreign exchange).

Operating income before non-core gains and charges was
$89.2 million, up 7% from the prior year quarter.  On a GAAP
basis, operating income was $85.6 million, up 12% from the prior
year quarter.  During the quarter, the Company also incurred
transition costs of $4.8 million compared with $8.1 million in the
prior year quarter.

Net income before non-core gains and charges was $55.2 million for
the quarter, up 8% from $51.4 million in the prior year quarter.
On a GAAP basis, net income was $52.2 million, up 11% from
$47.1 million in the prior year quarter.

At June 30, 2006, the Company's balance sheet showed
$1.449 billion in total assets and $1.584 billion in total
liabilities, resulting in a $134.4 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $534.4 million in total current assets available to pay
$720.6 million in total current liabilities coming due within the
next 12 months.

Free cash flow for the first six months of 2006, excluding the
impact of legacy tax matters, was $162.5 million, up 27% from the
first six months of 2005.  Free cash flow now includes the effect
of its adoption of expensing stock options pursuant to SFAS No.
123R, which resulted in a reclassification of $25.1 million from
Cash Flow from Operating Activities to Cash Flow from Financing
Activities in the first six months of 2006.

On a GAAP basis, net cash provided by operating activities for the
first six months of 2006 was $137.9 million, up 14% from the prior
year period.  Net cash provided by operating activities for the
first six months of 2006, excluding $45.6 million of legacy tax
matters was $183.5 million, up 34% from the first six months of
2005, which excluded $15.8 million of legacy tax matters.

Share repurchases during the quarter, under the Company's current
two-year program commenced in the first quarter of 2005 totaled
$119.3 million, with $411.2 million repurchased since inception of
this two-year $500 million program.  This amount is in addition to
the Company's existing repurchase program to offset the dilutive
effect of shares issued under employee benefit plans, which
totaled $154.8 million in the second quarter of 2006.

The Company ended the quarter with $117.1 million of cash.

                Second Quarter 2006 Segment Results

United States

Core and total revenue for the quarter was $271.2 million, up 7%
from $253.7 million in the prior year quarter.

U.S. core and total revenue results for the second quarter of 2006
reflect:

   -- Risk Management Solutions revenue of $169.7 million, up
      3%;

   -- Sales & Marketing Solutions revenue of $73.7 million, up
      10%;

   -- E-Business Solutions revenue of $20.2 million, up
      25%; and

   -- Supply Management Solutions revenue of $7.6 million, up
      38%.

Operating income for the quarter was $87.8 million, up 7% from the
prior year quarter.  This increase was primarily due to improved
revenue in the U.S. segment and benefits from the Company's
Financial Flexibility program, partially offset by higher benefit
costs and costs associated with the Company's revenue generating
investments.

International

Core and total revenue for the quarter was $96.2 million, up 1%
before the effect of foreign exchange (down 2% after the effect of
foreign exchange from $98.0 million in the prior year quarter).
During the second quarter, the Italian real estate data business
had a negative five point impact primarily due to retroactive
price increases in the second quarter of 2005 and continuing
legislative changes.  All of this impact is reflected in the Risk
Management Solutions results.

International core and total revenue results for the second
quarter of 2006 reflect:

   -- Risk Management Solutions revenue of $79.2 million, down
      1% before the effect of foreign exchange (down 4% after the
      effect of foreign exchange);

   -- Sales & Marketing Solutions revenue of $14.5 million, up
      9% before the effect of foreign exchange (up 6% after the
      effect of foreign exchange);

   -- E-Business Solutions revenue of $1.3 million; and

   -- Supply Management Solutions revenue of $1.2 million, up
      6% before the effect of foreign exchange (up 1% after the
      effect of foreign exchange).

Operating income for the quarter was $23.7 million, up
$2.4 million from $21.3 million in the prior year quarter.  This
increase was primarily due to improved revenue in the
International segment and benefits from the Company's Financial
Flexibility program, partially offset by investments in the
Company's DUNSRight(TM) quality process.  On a GAAP basis,
operating income was $23.7 million, up $3.2 million from
$20.5 million in the prior year quarter.

                     Share Repurchase Programs

The Company disclosed that its Board of Directors has authorized a
new $200 million one-year share repurchase program.  The new
$200 million program is in addition to the Company's existing
two-year $500 million program commenced in the first quarter of
2005.  The new program will commence upon completion of the
current $500 million program, which has $88.8 million remaining.
The Company anticipates that the new $200 million program will be
completed within twelve months after its initiation.

The Company also disclosed that its Board of Directors has
authorized a new four-year five million share repurchase program
to offset dilution.  The three-year six million share repurchase
program it currently has in place to offset dilution is set to
expire in September 2006.

                    Non-Core Gains and Charges

During the second quarter of 2006, the Company recorded a net
pre-tax, non-core charge of $3.6 million related to its Financial
Flexibility initiatives and a tax charge of $800,000 related to
the legacy tax item referred to as "Royalty Expense Deductions
1993-1997" in the company's SEC filings.

During the second quarter of 2005, the Company recorded pre-tax,
non-core charges of $6.5 million related to its Financial
Flexibility initiatives and charges totaling $1.9 million related
to a dispute on the sale of the Company's French business.  These
charges were partially offset by pre-tax, non-core gains of
$3.5 million related to the sale of a 5% investment in a South
African company and $800,000 related to lower than expected costs
related to the sale of the Company's Iberian business.

D&B's restructuring charges may be viewed as recurring as they are
part of its Financial Flexibility initiatives.  In addition to
reporting GAAP results, the Company reports results before
restructuring charges and other non-core gains and charges because
they are not a component of its ongoing income or expenses and may
have a disproportionate positive or negative impact on the results
of its ongoing underlying business operations.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f90

                             About D&B

The Dun & Bradstreet Corporation (NYSE:DNB) -- http://www.dnb.com/
-- provides business information and insight, enabling companies
to Decide with Confidence(R) for 165 years.  D&B's global
commercial database contains more than 100 million business
records.  The database is enhanced by D&B's proprietary
DUNSRight(R) Quality Process, which transforms the enormous amount
of data D&B collects daily into decision-ready insight.  Through
the D&B Worldwide Network - an unrivaled alliance of D&B and
leading business information providers around the world -
customers gain access to the world's largest and highest quality
global commercial business information database.

D&B partners with many of the world's largest and most successful
enterprises as well as mid-size companies and entrepreneurial
start-ups.  Customers use D&B Risk Management Solutions(TM) to
mitigate credit risk, increase cash flow and drive increased
profitability; D&B Sales & Marketing Solutions(TM) to increase
revenue from new and existing customers; D&B E-Business
Solutions(TM) to convert prospects into clients faster by enabling
business professionals to research companies, executives and
industries; and D&B Supply Management Solutions(TM) to generate
ongoing savings through supplier consolidation, and to protect
their businesses from supply chain disruption and serious
financial, operational and regulatory risk.


DURA AUTOMOTIVE: Incurs $131.3 Million Net Loss in Second Quarter
-----------------------------------------------------------------
DURA Automotive Systems, Inc., filed its financial results for the
second quarter ended July 2, 2006, with the Securities and
Exchange Commission on Aug. 4, 2006.

For the three months ended July 2, 2006, the Company incurred a
$131.3 million net loss on $573.3 million of net revenues,
compared to $2.9 million of net income on $623.8 million of net
revenues in 2005.

"While we haven't begun to experience material financial
improvements to date, our operational restructuring plan is off to
an excellent start," said Larry Denton, Chairman and Chief
Executive Officer of DURA Automotive.  "Our management team is
committed to meeting our restructuring goals and our entire
organization is aligned to deliver this program."

The decrease in second quarter revenue from the prior year was
driven primarily by lower North American and European automotive
production, unfavorable vehicle platform mix and the loss of the
GMT 800 seat adjuster business.  Partially offsetting these
decreases was the benefit received from foreign currency exchange.
The decrease in second quarter income from continuing operations
from the prior year reflects the impact of lower automotive
production, the loss of the GMT 800 seat adjuster business and
higher raw material prices.

Mr. Denton continued, "We need to match our overhead structure to
the market share of our major customers.  While our 50 cubed
restructuring plan is focused on structuring our operations for
the future, we must take action immediately to address the current
industry conditions.  To support this effort, we will reduce our
labor force by 510 employees by year end."

The $2.9 million facility consolidation charge for the quarter
relates primarily to actions associated with the previously
announced 50-cubed operational restructuring plan.  Approximately
$2.3 million of the charge relates to employee severance costs and
$600,000 was for facility closure and asset impairment charges.

In accordance with Statement of Financial Accounting Standards No.
109 "Accounting for Income Taxes", DURA's second quarter 2006
provision for income taxes includes the recording of a $90.8
million valuation allowance for U.S. deferred tax assets recorded
as of Dec. 31, 2005.  DURA determined the need for a valuation
allowance based upon its updated quarterly analysis of its U.S.
operations taxable income together with the extended impact of
elevated raw material prices on the automotive and recreation
vehicle industries.

A copy of the Company's Quarterly Report is available for free at
http://researcharchives.com/t/s?fa1

Headquarted in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
and recreation & specialty vehicle industries.  DURA, which
operates in 63 locations, sells its products to every major North
American, Asian and European automotive original equipment
manufacturer and many leading Tier 1 automotive suppliers.  It
currently operates in 63 locations including joint venture
companies and customer service centers in 14 countries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'CCC' from 'B-'.  The
rating outlook is negative.


ELCOM INTERNATIONAL: Incurs $1.167 Mil. Net Loss in Second Quarter
------------------------------------------------------------------
Elcom International, Inc., incurred a $1.167 million net loss
on $881,000 of net revenues for the second quarter ending
June 30, 2006, the Company disclosed in a Form 10-QSB filing
delivered to the Securities and Exchange Commission on
Aug. 2, 2006.

As of June 30, 2006, the Company's balance sheet showed
$4.276 million in assets and $4.726 million in liabilities.
As of June 30, 2006, the Company posted a $450,000 equity deficit
compared to the $1.225 million equity at Dec. 31, 2005.

                       Going Concern Doubt

Vitale, Caturano & Company, Ltd., expressed substantial doubt
about the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ending
Dec.31, 2006.  The auditor pointed to the Company's significant
operating losses.

The Company has incurred net losses every year since 1998, has an
accumulated deficit of $124,729,000 as of June 30, 2006, and
expects to incur a loss in fiscal year 2006.  As of June 30, 2006,
the Company had $2.6 million of cash and cash equivalents and
current assets of approximately $3.2 million and had current
liabilities of approximately $4.2 million.

According to John E. Halnen, the Company's President, Chief
Executive Officer and Principal Financial and Accounting Officer,
the ultimate success of the Company is dependent upon achieving
additional revenues by marketing its ePurchasing software
solutions, typically through channel partners, until the Company
is operating profitably.

The Company has incurred significant operating losses and has used
cash in operating activities in each of the last several years,
including $2.9 million of cash used in operating activities in
fiscal 2005, and $2.3 million of cash used in operating activities
in the first six months of fiscal 2006.  According to the
Company's management, the Company's ability to continue as a going
concern is primarily dependent upon its ability to grow revenue
and attain further operating efficiencies and, if necessary, to
also attract additional capital.  The Company believes that as a
result of its 2005 issuances of common stock, including common
stock listed on the AIM market of the London Stock Exchange, that
it has the funds required to perform under its contracts in the
current year, however it expects to incur a net loss in fiscal
2006.  In order to achieve profitable operations Elcom is
dependent upon generating significant new revenues from existing
and future contracts.  There can be no assurance that such
incremental, ongoing operating revenues can be realized by the
Company, the Company's management clarifies.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f7f

Elcom International, Inc. (OTC Bulletin Board: ELCO and AIM: ELC
and ELCS) -- http://www.elcominternational.com/-- operates elcom,
inc, an international B2B Commerce Service Provider offering
affordable solutions for buyers, sellers and commerce communities
to automate many or all of their purchasing processes and conduct
business online.  PECOS, Elcom's remotely-hosted flagship
solution, enables enterprises of all sizes to achieve the many
benefits of B2B eCommerce without the burden of infrastructure
investment and ongoing content and system management.


ELWOOD ENERGY: Credit Quality Prompts Moody's to Upgrade Rating
---------------------------------------------------------------
Moody's Investors Service upgraded to Ba1 from Ba2 the rating of
Elwood Energy, LLC's 8.159% senior secured notes due 2026.  The
action concludes the review for possible upgrade that was
initiated on June 19, 2006.  The rating outlook is stable.

The upgrade reflects substantial improvement in counterparty
credit quality following Aquila, Inc.'s assignment of its power
sales agreements with Elwood to Constellation Energy Commodities
Group, Inc., which is a subsidiary of Constellation Energy Group.
Constellation's obligation to make payments to Elwood under the
PSAs is unconditionally guaranteed by CEG.

The Ba1 rating is also supported by Elwood's stable financial
performance during its contracted period, resulting in average
debt service coverage ratios of around 1.5x, which is likely to
continue through 2012.  While these financial metrics would
be supportive of a low investment grade rating for a fully
contracted power project, the rating factors in Elwood's
sizeable exposure to non-contracted merchant markets beginning
in 2017.

Certain structural enhancements have been incorporated into the
financing documents to address this risk, including a one-year
debt service reserve and the establishment of a reserve account
funded from excess cash flow beginning in 2013.  However, Moody's
believes the structural enhancements may not be sufficient to
fully mitigate the project's future exposure to merchant risk
after expiration of the PSAs with Exelon Generation and
Constellation, barring a sustained improvement in the
merchant market for gas-fired peaking generation.

Based on our analysis, Moody's believes that Elwood may need to
earn an equivalent of $26 per kw-year from its merchant capacity
starting in 2013 to fully fund the reserve account by 2017, which
is substantially higher than the current market and higher than
our current expectations for the capacity market for natural gas-
fired peaking generation.

The upgrade further considers the announced intention by Peoples
Energy Corporation to sell its 50% interest in Elwood by year-end
2006, which could result in the weakening of various guarantees
and liquidity support provided to Elwood by its owners.

The stable outlook reflects an expectation of predictable
cash flows for the intermediate term from investment grade
counterparties, resulting in debt service coverage of 1.5x through
2012.

Upgrades:

Issuer: Elwood Energy LLC

   * Senior Secured Regular Bond/Debenture, Upgraded to Ba1 from
     Ba2

Outlook Actions:

Issuer: Elwood Energy LLC

   * Outlook, Changed To Stable From Rating Under Review

Elwood Energy, LLC owns a 1,409 mw peaking facility that consists
of nine natural gas-fired, simple cycle units of approximately
156.5 Mega Watt, located in Elwood, Illinois, about 50 miles
southwest of Chicago.  Elwood is jointly owned by subsidiaries of
PEC and Dominion Resources, Inc.


ENCORE ACQUISITION: Has $28.4MM Working Capital Deficit at June 30
------------------------------------------------------------------
Encore Acquisition Company reported unaudited second quarter 2006
results.

Encore reported net income of $22.2 million in the second quarter
of 2006 compared with $23.7 million in the same period a year ago.
Net income in the second quarter of 2006 rose 24% versus
$17.9 million in the first quarter of 2006.  The large expense
increase in the second quarter of 2006 was mostly a reflection of
a loss in hedge accounting on certain oil derivative contracts due
to the widening of the oil differential in the Cedar Creek
Anticline (CCA) over the past six months.

Encore's cash flow from operations increased 23% in the second
quarter of 2006 versus the same period in 2005.  Record oil
revenues of $94.1 million were recorded in the second quarter of
2006 with a 7% rise in production and higher oil prices versus the
second quarter of 2005.

"Increased production over the second quarter of 2005 and leverage
to oil prices drove significant increases in cash flow from
operations and record oil revenues in the second quarter of 2006,"
Jonny Brumley, president and chief executive officer, stated.

"Looking forward, differentials in the CCA are continuing to
tighten, and the average wellhead oil differential in the third
quarter of 2006 is expected to range between $9 and $11 in the CCA
and between $8 and $10 for the total Company."

The oil price on the New York Mercantile Exchange (NYMEX) averaged
$70.70 per barrel for the second quarter of 2006 versus $53.17 per
barrel for the second quarter 2005.  The wellhead oil differential
in the CCA was $13.97 per barrel under NYMEX in the second quarter
2006 compared with $6.24 per barrel under NYMEX in the second
quarter of 2005.

Although the differential in the second quarter of 2006 was wider
than the long-term historical average, it has tightened
considerably from the $19.46 per barrel under NYMEX the Company
experienced in the CCA during the first quarter of 2006.

Viewed on a monthly basis, the oil differential under NYMEX in the
CCA has narrowed from the widest value in March 2006 of $27.32 per
barrel to $12.27 per barrel in June 2006.  While producer
competition and pipeline constraints still exist, the absence of
any significant refinery maintenance and strong demand growth have
considerably improved oil pricing in the Rockies.

Encore's realized commodity prices, including the effects of
hedging, averaged $51.93 per barrel and $6.58 per Mcf during the
second quarter of 2006, resulting in increases of 27% and 8%,
respectively, over the second quarter of 2005.

On a combined basis, including the effects of hedging, prices
increased during the second quarter of 2006 to $47.52 per BOE from
$39.56 per BOE in the second quarter of 2005.

Hedging expense reduced realized oil prices by $7.35 per barrel
and realized natural gas prices by $0.24 per Mcf during the second
quarter of 2006.

Second quarter 2006 production volumes increased by 11% to 30,867
BOE per day (2.8 MMBOE), compared with second quarter 2005
production of 27,697 BOE per day (2.5 MMBOE).

Production would have been 400 BOE per day higher in the second
quarter of 2006, but completion delays in the Barnett Shale
deferred production until the third quarter of 2006.

The net profits interests in the CCA reduced reported production
by approximately 1,562 BOE per day in the second quarter of 2006
versus 859 BOE per day in the second quarter of 2005.

Oil represented 65% and 67% of the Company's total production
volumes in the second quarter of 2006 and 2005, respectively.
This 11% increase in production was attained despite a spring
storm that caused a loss of power at the CCA, resulting in a
shutdown of all CCA fields for four days.

During the second quarter of 2006, lease operations expense
increased to $23.1 million ($8.23 per BOE) from $16.1 million
($6.38 per BOE) in the second quarter of 2005.

On a per-unit basis, lease operations expense increased due to
higher electricity costs, greater field activity, and rising
service costs in general.

Depletion, depreciation, and amortization expense rose to $28.0
million ($9.96 per BOE) in the second quarter of 2006 versus $19.0
million ($7.55 per BOE) in the second quarter of 2005.

Higher per-unit depletion, depreciation, and amortization costs
were primarily attributable to higher commodity prices along with
increased rig rates and oilfield services costs, which have
elevated finding, development, and acquisition costs.

Exploration expense was $4.0 million ($1.43 per BOE) in the second
quarter of 2006 as compared to $3.8 million ($1.50 per BOE) in the
second quarter of 2005.

                         Operations Update

In the second quarter of 2006 Encore drilled 63 gross (24.5 net)
wells, investing $87.8 million in development capital (excluding
development-related asset retirement obligations).  The Company
also invested $8.2 million in property acquisitions and
undeveloped leases.  Encore operated between eight and ten rigs
during the second quarter of 2006.

In the Little Beaver area of the CCA, Encore's high-pressure air
injection (HPAI) project continues to keep production stable
without drilling additional wells.  Implementation of HPAI in
Little Beaver Phases I and II was completed in the fourth quarter
of 2004.

In the Pennel and Coral Creek area of the CCA, Encore completed
Phases I and II of the HPAI project in the fourth quarter of 2005,
and the Company is seeing initial indications of response and
expects to see more meaningful response toward the end of 2006.
Implementation of Phase III at Pennel is currently underway.

Progress on Encore's joint venture in West Texas is proceeding
very well, with three rigs currently operating in the region.  Two
rigs are drilling in the Brown Bassett Field in Val Verde Basin.
The shallow rig is currently on its fourth location drilling to
the Wolfcamp formation, while the deep rig is targeting its first
Ellenberger well.  A third rig has reached total depth at its
first location in the Wilshire Field in Midland Basin, a dual
lateral in the Devonian formation. Wells that have reached total
depth were waiting on completion operations or gathering line
construction at the end of the second quarter, and Encore
anticipates production from each formation in the third quarter of
2006. A fourth rig dedicated to the joint venture is expected to
arrive early in the third quarter of 2006.

In addition to the West Texas joint venture, the Company has
negotiated to farm-in the Wolfcamp formation at the Brown Bassett
Field from another major oil company, bringing the Company's
working interest on an estimated 75 Wolfcamp locations from 15% to
65%.  These wells are expected to have gross reserves of
approximately 50 Bcf and generate a rate of return of about 20%.

In the Mid-Continent, an active region for Encore encompassing
Oklahoma and East Texas, the Company is currently bringing on a
sour gas producer from the Oil Creek zone that may initially yield
up to 4.0 MMcfe per day gross (1.0 MMcfe per day net) once
treating facilities are in place.

In the third quarter of 2005, Encore brought on a Travis Peak well
with initial production of 1.9 MMcfe per day gross (1.4 MMcfe per
day net). Following the success of the first Travis Peak well,
Encore drilled an offset in the second quarter of 2006, which is
expected to show about 1.4 MMcfe per day gross (1.0 MMcfe per day
net) at first production.

Encore expects to drill three additional wells within this
initially successful program in the fourth quarter of 2006.

Encore has formed a team to develop a drilling program targeting
reserves in the prolific Morrow and Atoka formations in Southeast
New Mexico.  Encore has already developed eight drilling locations
and acquired a total of approximately 2,700 gross acres.  The team
expects to spud its first well in August 2006 and anticipates
selling gas in the fourth quarter of 2006.

"The wheels are turning fast," remarked Jonny Brumley.  "We are
seeing success in all of our regions at Encore.  It's exciting to
see big wells in Oklahoma, and we are expecting great things from
the West Texas joint venture and the Company's newly formed New
Mexico team."

                         Liquidity Update

At June 30, 2006, long-term debt, net of discount, was
$593.4 million, including $150 million of 6.25% Senior
Subordinated Notes due April 15, 2014, $300 million of 6.0% Senior
Subordinated Notes due July 15, 2015, and $150 million of 7.25%
Senior Subordinated Notes due 2017.  At that date, the Company's
existing credit facility was undrawn.

At June 30, 2006, the Company's balance sheet showed
$1.804 billion in total assets, $1.063 billion in total
liabilities, and $741.489 million in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity with
$133.634 million in total current assets available to pay
$162.053 million in total current liabilities coming due within
the next 12 months.

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

Headquartered in Fort Worth, Texas, Encore Acquisition Company
(NYSE: EAC) -- http://www.encoreacq.com/-- is an independent
energy company engaged in the acquisition, development and
exploitation of North American oil and natural gas reserves.
Organized in 1998, Encore's oil and natural gas reserves are in
four core areas: the Cedar Creek Anticline of Montana and North
Dakota; the Permian Basin of West Texas and Southeastern New
Mexico; the Mid Continent area, which includes the Arkoma and
Anadarko Basins of Oklahoma, the North Louisiana Salt Basin, the
East Texas Basin and the Barnett Shale; and the Rocky Mountains.

                           *     *     *

Encore Acquisition's $300-million senior subordinate notes due
July 15, 2015, carry Moody's Investors Service's B2 rating and
Standard & Poor's B rating.


ENRON CORP: Objects to Citrus Trading's $152-Million Claim
----------------------------------------------------------
Enron Corp. and its debtor-affiliates object to Citrus Trading
Corp.'s $152 million claim.

On November 1, 1988, Citrus Trading agreed to buy gas from Pan
National Gas Sales, Inc., at the residual fuel oil formula price.

On November 1, 1993, Citrus entered into a master agreement to
purchase gas from Enron Gas Marketing, Inc.

On January 8, 1994, Citrus entered into a gas sales agreement
with Auburndale Power Partners, L.P.

On April 1, 1994, Citrus agreed to sell gas at the commodity
natural gas price, also known as the FGT Index Price, to Florida
Power & Light.

On October 3, 1994, EGM agreed to replace Citrus as buyer in the
Pan National Contract under a Letter Agreement 1.  Enron North
America Corp. later succeeded to EGM's obligations to purchase
gas from Citrus under Letter Agreement 1.  On the same day, EGM
agreed to sell back to Citrus at the FGT Index Price the same
volume of gas EGM had purchased from Citrus under Letter
Agreement 1, under a new contract known as Letter Agreement 2.

ENA credited Citrus, through a monthly credit to its purchase
from ENA under Letter Agreement 2, with profits ENA made as a
result of the price arbitrage ENA captured between Letter
Agreements 1 and 2.

On November 1, 1997, termination agreements among Citrus Corp.,
Citrus Trading Corp., Sonat Marketing Company L.P., and Enron
Capital and Trade Resources Corp. took effect.  As a result, ENA
became the natural gas supplier on behalf of Citrus for a number
of natural gas sales contracts previously supplied and managed by
Citrus.

According to the termination agreements, ENA became the supplier
of the Natural Gas Services Agreement with Florida Power Corp.,
entered into on July 22, 1996.  ENA claims the FPC Contract is
in-the-money to ENA, valued at $1,039,900.

On August 25, 1999, ECT and FPL entered into an Assignment of
Natural Gas Purchase Agreement, which resulted in ENA, as
successor-in-interest to ECT, being assigned all of FPL's rights
under the now terminated FPL Contract.

On May 2, 2002, Citrus and ENA entered into a stipulation wherein
among other things, ENA agreed to reject the FPL Contract and
Letter Agreements 1 and 2.  The Court subsequently approved the
stipulation.  On July 10, 2003, Citrus filed Claim No. 23159
against ENA for $152,000,000.

                     ENA Objects to Claim

On March 11, 2005, ENA objected to Citrus' Claim, asserting that
Citrus fails to take into account set-off amounts owed by Citrus
to ENA under Letter Agreement 1.

ENA also argues that Citrus fails to calculate the value of the
credit it claims to be owed under Letter Agreement 2 as of the
Petition Date.

Moreover, ENA reproaches Citrus with overstating rejection
damages due to Citrus under the Auburndale Contract because
Citrus does not calculate its damages based on the natural gas
price prevailing on the Petition Date, as required by Section
365(g) of the Bankruptcy Code, and because Citrus does not
include accounts receivable due to ENA.

           Citrus Maintains No Set-Off Should Occur

Citrus opposes ENA's objection and asserts that no set-off should
occur because the agreements were separate and governed by
different master agreements.

Citrus agrees that its damage claims regarding Letter Agreement
2, the FPL Contract and the Auburndale Contract should be
discounted to present value as of the Petition Date.

Citrus, however, argues that it does not use the same discount
rate as ENA, and contends that ENA used the London Interbank
Offered Rate or LIBOR for its discount rate, which is composed of
two parts, an underlying Treasury rate, representing the risk-
free time value of money, and a risk premium associated with 'AA'
rated financial firms.  Since performance risk is no longer at
issue because Letter Agreement 2 has terminated due to ENA's
rejection, only the first component should be used in determining
the time value of future performance obligations.

                        Court's Opinion

The Court notes that the central issue in the case is whether
ENA's in-the-money position under Letter Agreement 1 and Citrus's
in-the-money positions under Letter Agreement 2 and the
Assignment Contract should be netted to determine the amount of
Citrus's claim.

The Court holds that the in-the-money positions should be netted
because both Letter Agreements and the Assignment Contract must
be considered as one single contract.

Moreover, according to Judge Gonzalez, the Letter Agreements and
Assignment Contract and the nature of the transaction they
embody, which is a swap agreement, mandate netting as well.  The
Letter Agreements and the Assignment Contract constitute one
single swap agreement and that the rejection of the swap
agreement results in netting of the parties' positions, the judge
states.

In its January 15, 2002 request to compel the assumption or
rejection of executory contracts between the Debtors and the
Citrus Companies, Citrus Trading admitted that the Letter
Agreements and the Assignment Contract were three interrelated
executory contracts and acknowledged that the Letter Agreements
were entered into each in contemplation and reliance on the
other, Judge Gonzalez points out.

Judge Gonzalez notes that pursuant to the May 2, 2002 stipulation
between Citrus and ENA, which resolved the Motion to Compel,
Citrus is prevented from arguing against netting of the positions
under the FPL Contract and the Letter Agreements.

The Stipulation, according to Judge Gonzalez, stated that for
purposes of calculating Citrus' rejection damage claims under
Sections 365 and 502(g), the Contracts will be viewed as a single
contract and Citrus will be entitled to a single rejection damage
claim.  The Contracts referred to are the FPL Contract and Letter
Agreements 1 and 2, which clearly showed the parties intended the
three agreements to constitute one single contract.

The Court finds that based on the Stipulation, Citrus is
prohibited from requesting an award of damages on the basis of
Letter Agreement 2 and the Assignment Contract while it ignored
ENA's in-the-money position under Letter Agreement 1.

The Court concludes that that ENA's in-the-money position under
Letter Agreement 1 and Citrus's in-the-money positions under
Letter Agreement 2 and the Assignment Contract should be netted
to determine the amount of Citrus's claim.  Accordingly, the
Court grants ENA's objection regarding the issue of netting.

The Court rules, however, that it cannot decide yet which other
amounts due under the Auburndale Contract and the FPC Contract
should be taken into consideration to adjudicate the amount of
Citrus's claim.  Nor does the Court set a discount rate to reach
proper valuation of Citrus's claim yet.

The Court will convene a hearing to determine the amount of
Citrus' Claim No. 23159.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 177; Bankruptcy Creditors'
Service, Inc., 15/945-7000, http://bankrupt.com/newsstand/)


ENRON CORP: Judge Harmon Clears Barclays in Newby Litigation
------------------------------------------------------------
The Honorable Melinda Harmon of the U.S. District Court for the
Southern District of Texas acquitted Barclays PLC, Barclays Bank
PLC, and Barclays Capital, Inc., in a class-action lawsuit over
its role in Enron Corp.'s bankruptcy.

Enron's investors, with the University of California as lead
plaintiff, filed the class action suit, known as the Newby
litigation, against Enron's former lenders for allegedly aiding
Enron in concealing its financial misdeeds that led to the
company's collapse and bankruptcy filing in 2001.

Judge Harmon ruled that the claims against Barclays amount to
aiding and abetting and do not constitute primary violations of
Section 10(b) of the Securities Exchange Act of 1934 and Rules
10b-5(a) and (c) of the Federal Rule of Civil Procedure.

Because the Section 10(b) and derivative Section 20(a) claims are
the only ones asserted against Barclays, the District Court
dismisses Barclays from the Newby litigation.

The Plaintiffs alleged that Barclays had an extensive and close
relationship with Enron, provided commercial banking and
investment banking services to Enron, interacted constantly with
Enron's top executives regarding Enron's business during the
Class Period, and participated in the fraudulent scheme and
furthered Enron's fraudulent course of conduct and business by
participating in over $3,000,000,000 of loans during the Class
Period and helping Enron to raise almost $2,000,000,000 from
investors in the sale of new securities.

The Plaintiffs claimed that, in return for enormous profits,
including interest fees, syndication fees, and investment banking
fees, Barclays helped Enron to structure and finance certain
illicit special purpose entities (SPEs) and partnerships and to
participate in illicit transactions that allowed Enron to falsify
its reported financial results.  Judge Harmon notes that the only
one alleged in detail involving Barclays in the Plaintiffs' suit
is Chewco Investments.

Barclays sought partial summary judgment against the Plaintiffs'
complaint, asking the District Court to dismiss with prejudice
the Plaintiffs' first claims for relief against Barclays for
violation of Sections 10(b) and 20(a) and Rule 10b-5.

            Judge Harmon's Opinion and Conclusion

When the previous 3% independent equity owner withdrew from
Chewco, according to the complaint, Barclays provided
$240,000,000 in financing for the SPE at Enron's request, with a
secret guarantee of repayment by Enron.  Barclays also knowingly
provided $11,400,000 to two straw parties without credit standing
and controlled by Enron, to set them up to be sham 3% equity
investors, but protecting itself by requiring the cash accounts.

The fraud occurred not in funding an entity that did not qualify
as an SPE for non-consolidation on Enron's balance sheet, it
occurred in the improper accounting by Enron and others that did
not consolidate, Judge Harmon says.

The Plaintiffs alleged that Barclays understood that Enron would
use Chewco to circumvent the legal requirements under Generally
Accepted Accounting Principles and Statement of Financial
Accounting Standards to qualify as an independent equity investor
and improperly avoid consolidation of the SPE into Enron's own
financial statements, with a purpose of concealing debt and
preventing an unwinding of profits previously reported by Enron,
as well as for future improper transactions and thereby mislead
investors in Enron securities.

However, Judge Harmon notes that it was Enron, its accountants
and its other officers, not Barclays, which purportedly used or
employed the deceptive accounting practices and created the false
appearance of a financially strong Enron, while concealing the
risks that it would be unable to service its debt and
consequently suffer financial collapse.

Regarding the issue of loss causation in scheme liability,
Judge Harmon agrees that the Plaintiffs must allege the elements
of a primary violation by each defendant that is allegedly part
of the fraudulent scheme at Enron.  Judge Harmon notes that a
disclosure of the wrongful conducts in an alleged securities
fraud scheme with the same purpose, which is overstating revenue
and concealing debt, committed by some defendants in the alleged
securities fraud scheme that is a substantial cause of
plaintiffs' loss is sufficient to plead loss causation.

But the identity of a particular participant or defendant's
primary need does not have to be revealed if the same type of
primary violations by other defendants with the same purpose,
which is creating a picture of financial success when the reality
was the opposite to defraud investors, is leaked or disclosed to
the market and causes a steep decline in the price of Enron's
stock and injuring plaintiff investors, Judge Harmon states.

Judge Harmon holds that disclosure of the roles of some primary
violators in a multi-defendant scheme to defraud investors by
creating the appearance of assets or revenue that did not exist
and concealing debt and increasing risks of financial collapse,
reflected in "cooking the books," should be viewed as sufficient
to show loss causation for later-disclosed actions constituting
primary violations of Section 10(b) of other defendants
substantially contributing to that fabrication of Enron assets
and that hiding of debt in the same scheme.

Even if the complaint had stated a primary violation of Section
10(b) against Barclays based on its role in Chewco, the Court
agrees with Barclays that the claim would be time-barred.

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 177; Bankruptcy Creditors'
Service, Inc., 15/945-7000, http://bankrupt.com/newsstand/)


ENTERCOM COMMS: 2006 2nd Quarter Net Income Down to $17.1 Million
-----------------------------------------------------------------
Entercom Communications Corp. reported financial results for the
quarter ended June 30, 2006.

                     Second Quarter Highlights

   -- Net revenues decreased 3% to $116.5 million and station
      operating expenses increased 1% to $66.0 million.

   -- Same station net revenues decreased 4% and same station
      operating expenses decreased 1%.

   -- Same station operating income decreased 8% to $50.4 million.

"The second quarter was a challenging quarter as business
conditions remained sluggish for traditional media," David J.
Field, president and chief executive officer stated.

"Looking forward, we are encouraged by our outstanding Spring
ratings results, improving business conditions in Boston and New
Orleans, and the substantial growth potential of our expanding
business development and internet initiatives. Our significant
recent investments in new brands and content have enhanced our
competitive position in several markets and enhanced our revenue
and cash flow potential."

For the second quarter ended June 30, 2006, the Company reported
net income of $17.131 million compared with $24.275 million for
the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$1.704 billion in total assets, $919.397 million in total
liabilities, and $785.166 million in total stockholders' equity.

               Additional Second Quarter Information

On May 7, 2006, the Company renewed its rights agreement with the
Boston Red Sox Baseball Club by entering into a multi-year
agreement, effective with the start of the 2007 season, to
continue to broadcast and produce games, including related
programming and promotional events, and to continue to sell
advertising time.

During the second quarter of 2006, the Company repurchased 700,000
shares of common stock for $18.3 million.

On June 29, 2006, Entercom paid its shareholders its second
quarterly cash dividend of $0.38 per share, which represents a
current annual yield in excess of 6%.

Interest expense, which increased 50% over the same period versus
the prior year, was higher primarily due to higher interest rates
and higher average outstanding debt under our senior credit
agreement used to finance the:

   -- repurchase of its stock;

   -- payment of dividends; and

   -- acquisition (net of a disposition) of radio stations in the
      amount of $38 million in Greenville, South Carolina, during
      the fourth quarter of 2005.

During the second quarter, the Company's corporate general and
administrative expenses were negatively impacted primarily by an
increase in non-cash compensation expense of $1.1 million.  During
the second quarter, the Company granted non-cash compensation
awards that contributed significantly to an increase in non-cash
compensation expense in the quarter as compared to the first
quarter of 2006 and prior year periods.

The number of shares outstanding as of June 30, 2006, was
39.5 million, while the weighted average diluted shares
outstanding for the quarter was 39.8 million.  As of June 30,
2006, the Company had $15.3 million in cash and cash equivalents.
The Company had outstanding $519.2 million of Senior Debt and
$150.0 million of Senior Subordinated Notes due in 2014.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f95

Entercom Communications Corp. (NYSE:ETM) --
http://www.entercom.com/-- is one of the nation's largest radio
broadcasters, with operations in Boston, Seattle, Denver,
Sacramento, Portland, Kansas City, Indianapolis, Milwaukee,
Norfolk, Buffalo, New Orleans, Providence, Memphis, Greensboro,
Rochester, Greenville/Spartanburg, Madison, Wichita, Wilkes-
Barre/Scranton, and Gainesville/Ocala.

                           *     *     *

As reported in the Troubled Company Reporter on June 6, 2006,
Standard & Poor's Ratings Services placed its ratings on Entercom
Communications Corp., including the 'BB' corporate credit rating,
on CreditWatch with negative implications.


ENTERGY NEW: BNY & FGIC Wants Adequate Protection on Secured Bonds
------------------------------------------------------------------
Pursuant to Sections 361 and 363(e) of the Bankruptcy Code, The
Bank of New York, as indenture trustee, and Financial Guaranty
Insurance Company jointly ask the U.S. Bankruptcy Court for the
Eastern District of Louisiana to grant them and the holders of
secured bonds issued by Entergy New Orleans, Inc., adequate
protection in the form of periodic payments in an amount equal to
the interest on the Secured Bonds.

Douglas S. Draper, Esq., at Heller, Draper, Hayden, Patrick and
Horn, L.L.C., in New Orleans, Louisiana, says that pursuant to a
Court-approved settlement agreement between ENOI, BNY and FGIC,
the holders of bonds allowed a priming lien to be granted to
ENOI's parent company, Entergy Corporation.  The Bondholders have
a security interest in all of ENOI's prepetition and postpetition
assets as a result of the settlement.

The one-year moratorium on postpetition interest on the bonds that
comprised a part of the settlement will soon end but ENOI's
Chapter 11 case has still not been resolved, Mr. Draper relates.
Because of ENOI's continued use of the Bondholders' collateral and
the potential diminution in the value of the collateral, the
Bondholders should be provided with periodic payments in an amount
equal to the interest on the bonds beginning Sept. 23, 2006, as a
form of adequate protection, he asserts.

The principal amount outstanding under the bonds is $230,000,000.
If ENOI does not make the requested periodic payments, interest on
the unpaid amounts will also accrue interest, further increasing
the estate's costs and depleting its assets, and potentially
reducing distributions to unsecured creditors, Mr. Draper avers.

Moreover, the payment of postpetition interest on the bonds would
maintain the status quo of the bond debt and would decrease the
amount of cash that would likely be needed to be paid to the
Bondholders on the effective date of any plan of reorganization
that is confirmed in ENOI's bankruptcy case, Mr. Draper says.

According to Mr. Draper, the Official Committee of Unsecured
Creditors has advised FGIC and BNY that it supports their request.

                     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 to Assume Power Purchase Agreements
--------------------------------------------------------------
Entergy New Orleans, Inc., seeks the U.S. Bankruptcy Court for the
Eastern District of Louisiana's consent to assume the Power
Purchase Agreements, pursuant to Section 365(a) of the Bankruptcy
Code.

ENOI continues to believe that the PPAs are "forward contracts"
within the meaning of Section 556 of the Bankruptcy Code, and that
the payments it made were necessary to preserve the PPAs.

However, according to R. Patrick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, in New Orleans,
Louisiana, since ENOI has decided to assume the PPAs, it is
unnecessary for the Court to determine whether the PPAs are
forward contracts because assumption requires the cure of defaults
under Section 365(b).

Mr. Vance relates that the PPAs are valuable assets of the
Debtor's estate.  The PPAs provide extremely low cost electricity
and, in fact, are the lowest cost resources available to ENOI.
The PPAs are:

   (a) ENOI's life-of-unit purchase of 51 MW from the interest of
       Entergy Power, Inc., in Unit 2 of the Independence Steam
       Electric Station, a coal-fired electric generating station
       located near Newark, Arkansas;

   (b) ENOI's life-of-unit purchase of one-third of the output of
       the unregulated 30% interest owned by Entergy Gulf States
       in the River Bend Nuclear Station located near St.
       Francisville, Louisiana, which 30% interest formerly was
       owned by Cajun Electric Power Cooperative, Inc.; and

   (c) ENOI's life-of-unit purchase from Entergy Arkansas of 110
       MW of base load capacity and associated energy out of
       Entergy Arkansas' six solid fuel units, which whole base
       load previously had been devoted by Entergy Arkansas to
       the wholesale market.

Mr. Vance asserts that cause exists for ENOI to assume the PPAs.
Through the PPAs, ENOI is able to help meet its needs for
generating capacity and energy at costs that are much lower that
what ENOI would have paid had it obtained the capacity and energy
through the wholesale market or through operation of service
schedules, which govern the exchange of energy between or among
the public utility operating companies of Entergy Corporation.

The PPAs also offer advantages in terms of fuel diversity,
security and stability, Mr. Vance says.  The PPAs rely on coal or
nuclear fuel, which have lower energy costs compared to natural
gas.

ENOI's regulator, the Council for the City of New Orleans, has
approved the PPAs, which said that the solid fuel resources made
available under the PPAs would produce real savings to ratepayers.
Moreover, there is no other practical or legal alternative to
maintain the value of the PPA resources for ENOI and its customers
other than payment of the prepetition amounts due under the PPAs,
Mr. Vance contends.

ENOI has paid the amounts due for purchases on the PPAs made
before the Petition Date.  Accordingly, assumption of the PPAs
will not require the payment of any "cure" amount under Section
365(b).

                     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/)


FALCONBRIDGE LMITED: Sells 67.8% Common Stock to Xstrata plc
------------------------------------------------------------
Approximately 257,700,100 common shares of Falconbridge Limited
have been validly deposited to Xstrata plc's offer to acquire all
Falconbridge common shares not already owned by Xstrata.

Xstrata has taken up and accepted for payment all shares tendered,
which represent approximately 67.8% of the issued and outstanding
Common Shares on a fully diluted basis.  Xstrata now beneficially
owns 349,922,526 Common Shares or approximately 92.1% of the
issued and outstanding Common Shares on a fully diluted basis.

Payment will be made to shareholders who have tendered their
shares on or before Aug. 17, 2006.

In line with Xstrata's intention to acquire 100% of Falconbridge
as soon as possible, Xstrata has also extended the expiry date of
its all-cash offer to enable the remaining Falconbridge
shareholders to receive prompt payment of the same CDN$62.50 per
share consideration under the offer.  The offer will now expire at
midnight (Vancouver time) on Aug. 25, 2006.

All other terms and conditions of Xstrata's offer described in its
offer and offering circular dated May 18, 2006, as varied,
amended, and supplemented by the notice of extension dated 7 July
2006, the notice of variation dated July 11, 2006, and the notice
of variation dated July 21, 2006, remain unchanged.  Xstrata
intends to acquire all Common Shares not tendered to the offer
following the expiry of the offer pursuant to a compulsory
acquisition or subsequent acquisition transaction.

Xstrata has now taken effective control of Falconbridge and both
management teams are working closely together to facilitate a
smooth and swift integration of the two businesses.

Falconbridge shareholders with questions or requests for copies of
the documents, please call Kingsdale Shareholder Services Inc. at
1-866-639-7993.  Banks and brokers should call at (416) 867-2272.

                        About Xstrata

Xstrata plc (LSE: XTA) -- http://www.xstrata.com/-- is a major
global diversified mining group, listed on the London and Swiss
stock exchanges.  The Group is and has approximately 24,000
employees worldwide, including contractors.

Xstrata does business in six major international commodities
markets: copper, coking coal, thermal coal, ferrochrome,
vanadium and zinc, with additional exposures to gold, lead and
silver.  The Group's operations and projects span four
continents and nine countries: Australia, South Africa, Spain,
Germany, Argentina, Peru, Colombia, the U.K. and Canada.

                      About Falconbridge

Headquartered in Toronto, Ontario, Falconbridge Limited
(TSX:FAL.LV)(NYSE: FAL) -- http://www.falconbridge.com/-- is a
leading copper and nickel company with investments in fully
integrated zinc and aluminum assets.  Its primary focus is the
identification and development of world-class copper and nickel
orebodies.  It employs 14,500 people at its operations and
offices in 18 countries.  The Company owns nickel mines in
Canada and the Dominican Republic and operates a refinery and
sulfuric acid plant in Norway.  It is also a major producer of
copper (38% of sales) through its Kidd mine in Canada and its
stake in Chile's Collahuasi mine and Lomas Bayas mine.  Its
other products include cobalt, platinum group metals, and zinc.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 4, 2006,
Standard & Poor's Ratings Services revised the CreditWatch
implications on Inco Ltd. and Falconbridge Ltd. to positive from
developing, where they were placed July 18, 2006.  This action
stems from the lower probability under all current takeover
scenarios that ratings will be lowered into the speculative-grade
category.

The ratings on Falconbridge will likely be raised or affirmed at
'BBB-', assuming that Xstrata PLC (parent of Xstrata Queensland
Ltd. (BBB+/Watch Neg/--)) is successful in acquiring Falconbridge
on Aug. 14, 2006, which now appears highly probable after Inco
dropped its bid last week.

Falconbridge Ltd.'s CDN$0.9 Million Cumulative Preffered Shares
Series 1, CDN$119.7 Million Cumulative Preferred Shares Series 2,
and CDN$150 Million Preferred Shares Series H, all carry Standar &
Poor's BB rating.


GRANITE BROADCASTING: Posts $31.3 Mil. Second Quarter Net Loss
--------------------------------------------------------------
Granite Broadcasting Corporation reported a net loss of
$31.3 million for three months ended June 30, 2006, compared to a
net loss of $16.2 million for the same period in 2005.

The Company's net revenues for the three months ended
June 30, 2006, increased to $26.9 million from $26.7 million for
the same period a year ago.

The Company also reported a net loss of $46.97 million from net
revenue $51.68 million for six months ended June 30, 2006,
compared to a net loss of $35.7 million from net revenue $48.28
million in the year ago period.

John Deushane, Chief Operating Officer, said, "Our new local
direct business initiatives continued to deliver returns,
generating over $1.4 million of revenue during the quarter across
several categories.  We recorded healthy non-political local
revenue growth in many of our markets, with stations in Detroit
and Fresno contributing particularly healthy increases and
outperforming their respective markets.  In addition to these
gains in local revenue, we are tracking toward $1 million in
annualized Internet-related revenue as a result of several
initiatives implemented during the first half of the year."

Mr. Deushane continued, "We continue to maximize the value of our
local brands by leveraging our content and operating
infrastructure to expand our distribution outlets and reach. We
have entered strategic partnerships with the local UPN affiliates
in Fresno and Peoria to broadcast locally produced newscasts
during additional time periods, significantly expanding the
exposure of our valuable news content.  At our Detroit station,
where we already have a relationship with the Detroit Pistons, we
recently partnered with the Detroit Tigers to further strengthen
the station's strong sports programming and local presence in the
market.  In addition, our recent acquisition of WBNG, the dominant
CBS affiliate in Binghamton/Elmira, New York, increases our
footprint in upstate New York to almost 60 percent of viewers in
the region."

                Termination of Sales Agreements

The Company disclosed that, on July 18, 2006, it exercised its
rights to terminate the agreements to sell television stations
KBWB, Channel 20 in San Francisco, California and WMYD, Channel 20
in Detroit, Michigan to affiliates of DS Audible, LLC, as the
sales did not close on June 30, 2006.  The Company also disclosed
it would continue marketing KBWB to interested parties, but would
retain WMYD, which will become an affiliate of My Network TV in
September 2006.

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
23 channels in the following 11 markets: San Francisco,
California; Detroit, Michigan; Buffalo, New York; Fresno,
California; Syracuse, New York; Fort Wayne, Indiana; Peoria,
Illinois; Duluth, Minnesota-Superior, Wisconsin; Binghamton, New
York; Utica, New York and Elmira, New York. The Company's channel
group includes affiliates of NBC, CBS, ABC, CW and My Network TV,
and reaches approximately 6% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Moody's Investors Service downgraded Granite Broadcasting
Corporation's $400 million of 9.75% senior secured notes due 2010
to Caa1 from B3.  Additionally, Moody's affirmed the Company's
existing ratings, including its Caa2 corporate family rating.  The
outlook remains negative.


GTSI CORP: Lease Deals Prompt Financial Restatements
----------------------------------------------------
GTSI(R) Corp. provided an update on positive financial and
business trends for the second quarter of 2006 as well as an
announcement that it expects to restate its financial statements
included in its Forms 10-K for 2004 and 2005 due to a change in
accounting for various lease sales agreements governed by
Statement of Financial Accounting Standards 140.

The Company often leases IT solutions to government customers, and
subsequently sells the leases to third parties under agreements
that allow the Company to repurchase the leases under certain
circumstances.  Additional analysis of these agreements has
resulted in a conclusion that a restatement is necessary.

The Company will also restate its Form 10-Q for the quarter
ended March 31, 2006 for the overstatement of accounts payable due
to an overstatement of cost of goods sold.  As a result of these
accounting errors, the Company's consolidated financial statements
included in its Forms 10-K for 2004 and 2005, and the associated
auditors reports on file with the Securities and Exchange
Commission, and Form 10-Q for the first quarter of
2006 should no longer be relied upon.

"While today I cannot provide specific numbers for the second
quarter, I am pleased with the positive momentum in virtually all
parts of our business, and I want to assure you that GTSI produced
a solid second quarter," said Jim Leto, GTSI's President and Chief
Executive Officer.  "Our focus is to provide our customers with
outstanding technology solutions as well as grow our margins and
profitability. During the second quarter we delivered several
high-end solutions and increased both our margin dollars and
margin as a percent of revenue over the same period last year.
While, as expected, we will not show a profit for the second
quarter, our earnings have improved considerably from the second
quarter of 2005 and from the first quarter of this year.
Excluding any restatement impacts, the unaudited second quarter
pre-tax loss was approximately $3 million, a significant
improvement from the $12 million pre-tax loss in
the second quarter of 2005.  Additionally, the correction of
the cost of goods sold will increase margins as well as cumulative
income by an estimated range of $3 to $4 million.  These
adjustments will have no impact on sales or cash flow."

"The facts are clear; GTSI is stronger than it was a year ago. We
continue to gain new contracting opportunities and our customers
are renewing contracts on a regular basis," added Leto.  "We have
top-notch employees, our systems are stable and working, we have
bolstered our financial reporting capabilities, and most
importantly we are continuing to see large transactions drive
our business.  We have a syndicated $135 million credit facility,
which is expected to provide adequate funding for years to come."

                  Second Quarter 2006 Update

While the Company has not fully completed its second quarter
closing process, the Company believes its financial results:

   -- The pre-tax loss for period is expected to be approximately
      $3 million, compared to a pre-tax loss of $12 million in
      the quarter ended June 30, 2005

   -- Gross margin has improved quarter over quarter and year
      over year

   -- Gross margin as a percent of revenue continues to increase

   -- SG&A have decreased quarter over quarter

                         Restatement

The 2004 and 2005 consolidated financial statements are
expected to be restated to revise the accounting for the transfer
of certain lease receivables.  Such transfers were previously
reported as sales and gains were recorded at the time of the
transfer.  Total gains recorded related to these transactions
amounted to $0.5 million in 2003, $3.7 million in 2004 and
$5.9 million in 2005.  In the restated financial statements, gains
on a certain portion of these transfers will be recognized over
the life of the leases rather than at the time of transfer, and
the transferred lease receivables, together with related
liabilities, will be reported in the Company's balance sheets.

The Company also plans to amend its first quarter 2006 Form 10-Q
as a result of the overstatement of certain accrued liabilities
and costs of goods sold, resulting in an overstatement of losses.
In several instances, costs of goods sold were double-counted due
to certain systems and process-related errors.  The impact of this
restatement will be to increase gross margin as well as reduce the
reported losses by an estimated range of $3 to
$4 million.

"I am encouraged that my team has been able to dive deep into
the financials and begin the process of getting these matters
resolved as well as continuing to remediate our various material
weaknesses in internal controls," continued Leto.  "Our finance
team will be working diligently to properly and promptly prepare
the required amended SEC reports."

As a result of the ongoing activity related to these restatements,
GTSI will not be able to file its Form 10-Q
for the quarter ended June 30, 2006 by the required date of August
9, 2006.  Upon completion of the restated financial statements,
which is expected to occur in September 2006, the Company will
file its amended Form 10-K/A for 2005 which will include restated
2004 and 2005 financial statements and its amended Form 10-Q/A for
the quarter ended March 31, 2006 and
Form 10-Q for June 30, 2006.

The restatement of prior years and quarter results have been
discussed with the Audit Committee of the Company's Board of
Directors as well as GTSI's independent registered public
accounting firm, Ernst & Young LLP.  Ernst & Young has not
yet audited these restatement adjustments.

The Company will suspend the reporting of monthly results for
sales, backlog and bookings until the restatements are completed.

In addition, GTSI anticipates not meeting the Nasdaq listing
requirements for timely filing and anticipates receiving a
Nasdaq staff determination notice letter outlining the process for
delisting and appealing the staff determination by requesting an
oral hearing.

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

                        Going Concern Doubt

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


HERBALIFE LTD: Second Quarter Net Income Increases to $36.3 Mil.
----------------------------------------------------------------
Herbalife Ltd. reported record second-quarter net sales of
$466 million, an increase of 21.1% compared with the same period
of 2005.

The growth was attributable to increases in the company's three
largest regions, the Americas, Asia Pacific, and Europe, which
achieved net sales growth of 39.2%, 24.7%, and 2.4%, respectively,
versus the second quarter of 2005.  Partially offsetting the
growth in these regions was a 6.3% decline in Japan.

"We are pleased to report that the second quarter marked our 10th
consecutive quarter of year-over-year double-digit sales growth,"
The Company's chief executive officer, Michael O. Johnson, said.

"Our commitment to supporting the recruiting, retailing and
retention efforts of our distributors has served as a key catalyst
in accelerating our top line growth."

During the second quarter of 2006, new distributor supervisors
increased 41.7% versus the second quarter of 2005.  The company's
high-level Presidents Team increased 15.9% to 924 members during
the quarter, compared to 2005, and one new distributorship
attained the prestigious level of Chairman's Club, bringing the
total to 29 members.

                       Financial Performance

For the quarter ended June 30, 2006, the company reported net
income of $36.3 million compared with $22.8 million in the second
quarter of 2005.  This increase was primarily attributable to
double-digit net sales growth and lower interest expense, offset
by moderate increases in selling, general and administrative
expenses.

Excluding the impact of a $5.5 million non-cash tax charge
associated with restructuring the ownership of the company's China
subsidiary in the second quarter of 2005, second quarter 2006 net
income increased 28.6% compared with the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$837.801 million in total assets, $668.913 million in total
liabilities, and $168.888 million in total stockholders' equity.

For the six months ended June 30, 2006, the company reported net
income of $75.0 million compared with $36.1 million in same period
last year.

The company invested $13.4 million in capital expenditures during
the second quarter, primarily related to management information
systems, the development of the company's direct-to-consumer
platform, additional infrastructure investments in China and the
relocation of the company's Americas region headquarters.

              Second Quarter 2006 Business Highlights

During the quarter, the company hosted a record number of
distributors at a variety of regional and local events.  One of
the major highlights was the Asia Pacific Extravaganza hosted in
Bangkok, Thailand, which attracted over 15,000 distributors from
13 countries, including over 2,500 combined from Japan and China.
The three-day event included training sessions on business
building techniques and new product introductions, as well as
recognition of achievements over the past year.  In Europe, over
16,000 distributors attended 18 mini-Extravaganzas hosted in 17
countries.

Furthermore, the company attracted over 4,500 distributors to its
World Team School event in Brazil and almost 5,000 attended a
variety of leadership training sessions across South America.

"By providing our distributors with events focused on training,
motivation and the sharing of best practices, we reinforce our
commitment to continuous investment in initiatives that will help
our distributors grow their businesses," Mr. Johnson said.

Global expansion of the company's distributor business methods
continued to gain traction during the quarter.  Over 16,000
distributors were trained on the Nutrition Club party-planning
concept, which was introduced into six new markets during the
quarter, and the Personal Wellness Evaluation method expanded into
several new markets.

"We are extremely pleased with the global acceptance of our
Nutrition Club method and continue to support our distributors in
acculturating the concept in markets beyond Mexico," Greg Probert,
the company's president and chief operating officer, said.

"Additionally, we are equally excited that new business building
techniques are being formulated and the unification within our
distributor organization is accelerating the expansion of these
best practices worldwide," Mr. Probert continued.

The company also remained focused on the globalization of its core
products during the quarter.  LiftOff(TM) expanded into eight
European markets and Japan.  NouriFusion was also introduced to 14
new markets, including Brazil, Turkey and Russia.  Furthermore,
reinforcing its commitment to distributor support and training,
the company named the 11th member to its Medical Advisory Board,
U.K. sports medicine specialist Ralph Rogers M.D.

Global branding continues to be a key component in supporting the
recruiting and retailing efforts of the company's distributors.
Sponsorships during the quarter included the Florence Fitness
Festival, the ITU Madrid Triathlon World Cup, the Hong Kong Annual
Dragon Boat Championships and the 1st KBS SKY Marathon in Korea.

"Our distributors are excited about these branding initiatives,
and we will continue to invest strategically in grassroots events
to accelerate distributor activation, associate Herbalife with
healthy, active lifestyles and increase consumer awareness of the
Herbalife brand," Mr. Johnson said.

During the quarter, the company also supported the opening of
three new Casa Herbalife programs in Mexico, Argentina, and
Thailand.

"Through the Casa Herbalife program, we are able to build upon the
dream of Mark Hughes, our founder, of providing healthy meals to
underprivileged children around the world," Mr. Johnson said.

Furthermore, the company continued the execution of its China
strategy by opening nine new stores in eight key provinces,
bringing the total to 28 stores in 17 provinces as of June 30,
2006.

"I am pleased with the progress we have made in China and we
remain encouraged about our long-term prospects in this important
market," Mr. Probert said.

"We have expanded our retail presence in key provinces throughout
the mainland and remain well positioned to execute our broader
strategy once the licensing process is complete," he continued.

                       Regional Performance

The Americas, which comprised 49.8% of worldwide sales, reported
net sales of $232.3 million in the second quarter, up 39.2% versus
the same period of 2005.  Excluding currency fluctuations, net
sales increased 37.4%.  This increase was largely attributable to
continued sales growth in the company's largest market, Mexico,
which reported an 86.0% increase during the quarter versus 2005.
The strong regional performance was also driven by growth in
Brazil, up 27.1%, and the U.S., up 5.7%, in each case versus the
second quarter 2005.

Total supervisors in the region, as of June 30, 2006, increased
41.0% versus 2005.  For the six months ended June 30, 2006, net
sales in the Americas increased 48.5% to $456.3 million, as
compared to the same period in 2005.  Excluding currency
fluctuations, year-to-date net sales in the region increased
44.0%.

Europe, which comprised 31.2% of worldwide sales, reported net
sales of $145.2 million in the second quarter, up 2.4% versus the
same period of 2005.  Excluding currency fluctuations, net sales
increased 2.7%.  The performance was primarily attributable to
growth in several of the region's top markets, including Portugal,
up 50.5%, France, up 34.9%, Italy, up 17.7%, and Spain, up 12.9%,
in each case compared to the second quarter of 2005.

However, these increases were partially offset by declines in
Germany and the Netherlands, which were down 14.9% and 21.2%,
respectively, versus 2005.  Total supervisors in the region, as of
June 30, 2006, increased 0.8% versus 2005.  For the six months
ended June 30, 2006, net sales in Europe increased slightly to
$286.7 million, compared with the same period in 2005.  Excluding
currency fluctuations, year-to-date net sales in the region
increased 4.1%.

Asia Pacific, which comprised 14.9% of worldwide sales, reported
net sales of $69.6 million in the second quarter, up 24.7% versus
the same period of 2005.  Excluding currency fluctuations, net
sales increased 22.9%.  The increase was primarily attributable to
incremental sales from Malaysia and China, and growth in several
other markets such as Thailand, up 39.4%, and South Korea, up
18.9%.  These gains were partially offset by declines in other
markets such as Taiwan, which decreased 4.6%, resulting from
additional distributor focus on new market opportunities in
Malaysia and China.

Total supervisors in the region, as of June 30, 2006, increased
20.8% versus 2005.  For the six months ended June 30, 2006, net
sales in Asia Pacific increased 18.8% to $137.6 million, compared
with the same period in 2005.  Excluding currency fluctuations,
year-to-date net sales in the region increased 18.1%.

Japan, which comprised 4.1% of worldwide sales, reported net sales
of $18.9 million in the second quarter, down 6.3% versus the same
period of 2005.  Excluding currency fluctuations, net sales
decreased 0.4%.  Total supervisors in the region, as of June 30,
2006, declined 0.9% versus 2005.  For the six months ended June
30, 2006, net sales in Japan declined 12.6% to $41.2 million,
compared with the same period in 2005.  However, excluding
currency fluctuations, year-to-date net sales in the region
decreased 4.4%.

                       Recent Developments

On July 21, 2006, the company completed refinancing of its
existing $225.0 million senior secured credit facility.  The new
$300.0 million senior secured credit facility consists of a
$200.0 million, seven-year term loan and a $100.0 million,
six-year revolving credit facility.

At closing, the company used approximately $65.0 million of
available cash and borrowed $15.0 million under the new revolver
to repay the outstanding borrowings under its existing senior
credit facility and fund closing costs.

The company also announced that it advised the Trustee of its
9-1/2% Notes due 2011, of the company's election to redeem the
outstanding $165.0 million aggregate principal amount of Notes at
the mandatory redemption price of approximately $109.80 per
$100.00 aggregate principal amount of Notes.  The company intends
to use the proceeds from the new $200.0 million term loan to fund
the redemption and pay accrued interest.  The anticipated
redemption date is Aug. 23, 2006.

In conjunction with the Refinancing, the company expects to incur
an after-tax one-time charge of approximately $14.0 million,
representing the call premium on the Notes and the write-off of
unamortized deferred financing costs.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f97

                        About Herbalife Ltd.

Herbalife Ltd. (NYSE: HLF) -- http://www.herbalife.com/-- is a
global network marketing company that sells weight-management,
nutritional supplements and personal care products intended to
support a healthy lifestyle.  Herbalife products are sold in 62
countries through a network of more than one million independent
distributors.  The company supports the Herbalife Family
Foundation -- http://www.herbalifefamily.org/-- and its Casa
Herbalife program to bring good nutrition to children.

                           *     *     *

Standard & Poor's Ratings Services rated Herbalife Ltd.'s long-
term foreign and local issuer credit ratings at BB+.


INCYTE CORP: June 30 Balance Sheet Upside-Down by $54.7 Million
---------------------------------------------------------------
Incyte Corporation disclosed its financial results for the second
quarter 2006 and reported on the Company's most advanced drug
discovery and development programs.

For the three months ended June 30, 2006, the Company incurred a
$20.5 million net loss on $6.8 million of net revenues, compared
to a $25.1 million net loss on $2.7 million of net revenues in
2005.

Recent developments include:

   -- Initiation of Phase I testing in healthy volunteers of an
      internally developed oral CCR5 antagonist, INCB9471, for
      treatment of HIV.

   -- Initiation of Phase I testing in healthy volunteers of an
      internally developed oral inhibitor of 11-beta
      hydroxysteroid dehydrogenase type 1, INCB13739, a potential
      new medicine for Type 2 diabetes.

   -- Continued progress with several internally developed
      compounds that are expected to advance into clinical
      development including INCB8696, an oral CCR2 antagonist for
      multiple sclerosis, and two additional compounds, one in
      inflammation and a second in oncology.

   -- Election of two new members to Incyte's Board of Directors:
      John Niblack, Ph.D., former Pfizer Inc Vice Chairman and
      President of Global Research and Development, and Matthew
      Emmens, Chief Executive Officer of Shire plc, a global
      specialty pharmaceuticals company.

Paul Friedman, MD, Incyte's President and Chief Executive Officer
stated, "If our programs progress as we expect they will over the
next twelve months, Incyte could have up to six compounds in Phase
II clinical development and multiple opportunities to demonstrate
the potential value of our drug discovery and development
efforts."

At June 30, 2006, the Company's balance sheet showed
$375.1 million in total assets and $429.8 million in total
liabilities, resulting in a $54.7 million stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fa2

Based in Wilmington, Delaware, Incyte Corporation (Nasdaq: INCY)
-- http://www.incyte.com/-- is a drug discovery and development
company with a growing pipeline of oral compounds to treat HIV,
inflammation, cancer and diabetes.  The company's most advanced
product candidate, dexelvucitabine, DFC (formerly Reverset) is an
oral, once-a-day therapy in Phase IIb clinical development to
treat patients with HIV infections.  The company has a broad CCR2
antagonist program that is the subject of a global collaborative
research and license agreement with Pfizer.  Pfizer's rights
extend to the full scope of potential indications, with the
exception of multiple sclerosis and one other undisclosed
indication, where Incyte retains exclusive worldwide rights, along
with certain compounds.  The company has a proprietary oral
sheddase inhibitor that is in Phase I/II development as a
potential treatment for cancer.  Incyte has several other early
drug discovery programs underway in the areas of HIV,
inflammation, cancer and diabetes.


INTEGRATED DISABILITY: Can Continue Case Under Chapter 11
---------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
denied the request of Mary Frances Durham, the U.S. Trustee for
Region Six, to dismiss Integrated DisAbility Resources, Inc.'s
chapter 11 case or convert it to a chapter 7 liquidation
proceeding.

The Court's ruling follows a settlement agreement entered into by
the U.S. Trustee and the Debtor resolving the request.

The Debtor is expected to have a confirmed reorganization plan by
Aug. 31, 2006.

The Troubled Company Reporter on July 3, 2006 noted that the U.S.
Trustee sought the dismissal or conversion of the Debtor's case
on the ground that the Debtor failed to file an operating report
for March 2006 and was unable to pay the U.S. Trustee quarterly
fees due on April 30, 2006, amounting to $3,750.

According to the U.S. Trustee, the Debtor has no prospect of
reorganization.  Each month, the U.S. Trustee said, the Debtor
continues to incur administrative expenses without proceeding
toward a plan, which further diminishes the estate.

The U.S. Trustee contended that there is an absence of a
reasonable likelihood of rehabilitation, and little chance of
confirming a plan without operating reports.

Headquartered in Irving, Texas, Integrated DisAbility Resources,
Inc. -- http://www.myidr.com/-- provides disability plans and
ongoing health and productivity services to claimants and
employees.  The Debtor filed for chapter 11 protection on
Feb. 10, 2006 (Bankr. N.D. Tex. Case No. 06-30575).  Cynthia
Williams Cole, Esq., and Vincent P. Slusher, Esq., at Godwin
Pappas Langley Ronquillo LLP, represent the Debtor in its
restructuring efforts.  The United States Trustee for Region 6 was
not able to form an Official Committee of Unsecured Creditors due
to lack of interest and lack of attendance during the creditors'
meeting on March 21, 2006.  When the Debtor filed for protection
from its creditors, it estimated $1 million to $10 million in
assets and $10 million to $50 million in debts.


INTERPUBLIC GROUP: Earns $68.9 Million in 2006 Second Quarter
-------------------------------------------------------------
Interpublic Group of Companies Inc. reported second quarter 2006
revenue of $1.53 billion, compared to $1.61 billion the same
period a year ago.  The Company had first half 2006 revenue of
$2.86 billion, compared to $2.94 billion during the first six
months of 2005.

Organic revenue decreased by 3.1% compared to the second quarter
of 2005, with approximately 2.7% of the decrease due to the timing
of revenue recognition (primarily higher revenue deferrals from
first to second quarter of 2005 than in 2006).  Spending by
existing clients increased and new client wins this year offset
prior year client losses, such that, for the first half of 2006,
organic revenue increase was 0.5% relative to 2005.

During the second quarter, operating expenses decreased to
$1.46 billion in 2006 from $1.50 billion last year. For the first
half, operating expenses declined to $2.94 billion this year from
$2.99 billion in 2005.  In both cases, lower expenses reflect
previously disclosed business dispositions, while in the second
quarter an additional driver was lower professional fees.

Operating income in the second quarter of 2006 was $76.9 million,
compared to $115.5 million in 2005.  For the first half of 2006,
operating loss was $82.9 million, compared to an operating loss of
$53.6 million in 2005.

Second quarter net income was $68.9 million and net income
applicable to common shareholders was $46.9 million compared to
$3.5 million.  Year-to-date, net loss applicable to common
shareholders was $125.1 million, lower than the net loss of $147.2
million.

"We've been clear that the bar on organic revenue would be high
due to last year's client losses.  Organic performance for the
first half demonstrates that we've been successful in replacing
these lost revenues through six months, which is a significant
accomplishment that positions us well going forward.  During the
second quarter, we also saw the first indications of stepped-down
professional fees, in line with our previous disclosure.  A major
focus for the balance of this year will be on managing costs and
delivering margin improvement," said Michael I. Roth, Chairman and
CEO of Interpublic.  "Our CMG and McCann units are performing well
and we are confident that the new directions we are taking with
Draft FCB Group and Lowe will yield positive results.  We believe
that we remain on track to meet the 2008 turnaround goals outlined
at Investor Day."

              Second Quarter 2006 Operating Results

Revenue

Reported revenue of $1.53 billion in the second quarter of 2006
was down 4.8% compared with the year-ago period.  During the
quarter, the effect of foreign currency translation was positive
1.0%, the impact of net divestitures was negative 2.8% and the
resulting organic decline in revenue was 3.1%.  Of this organic
decrease, approximately 2.7% was due to the timing of revenue
recognition, more specifically higher revenue deferrals from first
to second quarter of 2005, which did not occur to the same extent
in 2006.

For the first six months of 2006, reported revenue was
$2.86 billion, down 2.7% compared to the first half of last year.
The effect of foreign currency translation in the second quarter
was negative 0.3%, the impact of net divestitures was negative
2.8% and the resulting organic revenue increase was 0.5%.

For both the second quarter and first half of 2006, organic
revenue growth was solid in the Asia Pacific and Latin American
regions, and down moderately in continental Europe and the United
Kingdom.  In the United States, organic revenue was down in the
quarter primarily affected by timing of revenue recognition and
was essentially flat year-to-date, primarily reflecting increased
spending from existing clients.

Operating Expenses

During the second quarter, salary and related expenses was
$951.4 million, approximately flat compared to the same period in
2005.  Adjusted for currency and the net effect of
acquisitions/divestitures, salary and related expenses increased
0.9%.  For the six months of 2006, salary and related expenses was
$1.9 billion, a decrease of 1.4% compared to the same period in
2005.  Adjusted for currency and the net effect of
acquisitions/divestitures, salary and related expenses in the
first half of 2006 increased 1.3%.

Compared to the same period in 2005, second quarter 2006 office
and general expenses decreased 7.1% to $504.6 million.  Adjusted
for currency and the net effect of acquisitions/divestitures,
office and general expenses decreased 3.6%, primarily reflecting
lower professional fees, which declined from $67.9 million in the
2005 period to $48.6 million in the current quarter.  For the
first half of 2006, office and general expenses decreased 3.0% to
$1.04 billion.  Adjusted for currency and the net effect of
acquisitions/divestitures, office and general expenses increased
1.7%, primarily reflecting higher occupancy expenses, in addition
to software-related costs associated with upgrading financial
systems and further developing shared services.

Non-Operating and Tax

Net interest expense in the second quarter of 2006 was flat
compared to the same period in 2005.  Other income in the quarter
increased from $4.3 million in 2005 to $24.6 million in 2006,
reflecting the gain on the sale of a non-strategic investment in
Asia Pacific during the second quarter.

The provision for income tax in the second quarter of 2006 was
$1.8 million, compared to $79.9 million in the same period of
2005, due to the release of a valuation allowance related
primarily to a net operating loss carry-forward in a foreign
jurisdiction and the release of tax reserves triggered by the
resolution of prior period tax audit activities during the second
quarter.

Balance Sheet

At June 30, 2006, cash, cash equivalents and marketable securities
totaled $1.58 billion, compared to $1.59 billion at June 30, 2005,
and $1.63 billion at the end of the first quarter of this year.
Total debt was $2.2 billion, as of both June 30 and March 31,
2006.

A full-text copy of the Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?fa6

                        About Interpublic

Interpublic Group of Companies Inc. (NYSE:IPG) --
http://www.interpublic.com/-- is one of the world's leading
organizations of advertising agencies and marketing services
companies. Major global brands include Draft FCB Group,
FutureBrand, GolinHarris International, Initiative, Jack Morton
Worldwide, Lowe Worldwide, MAGNA Global, McCann Erickson,
Momentum, MRM, Octagon, Universal McCann and Weber Shandwick.
Leading domestic brands include Campbell-Ewald, Carmichael Lynch,
Deutsch, Hill Holliday, Mullen, The Martin Agency and R/GA.

                          *     *     *

As reported in the Troubled Company Reporter on June 15, 2006,
Fitch assigned a rating of 'B/RR4' to Interpublic Group's $750
million three-year Enhanced Liquidity Facility notes due June
15, 2009.  The Rating Outlook is Negative.  Fitch also affirmed
the Company's Issuer default rating at 'B' and Senior unsecured
notes' rating at 'B/RR4'.  Fitch also affirmed its 'CCC/RR6'
rating on Interpublic's Cumulative convertible perpetual preferred
stock and Mandatory convertible preferred stock.


JO-ANN STORES: Promotes James Kerr to Chief Financial Officer
-------------------------------------------------------------
Jo-Ann Stores, Inc., promoted James Kerr, to Executive Vice
President, Chief Financial Officer.

"The promotion of Jim to chief financial officer further fortifies
our executive management team," Darrell Webb, chairman, president
and chief executive officer, said.  "Along with an intimate
knowledge of the Company, Jim brings a diverse and strong retail
background.  His strategic and financial knowledge will be an
invaluable asset to Jo-Ann Stores as we focus on strengthening the
brand and our financial position.  I am confident that Jim is
well-prepared for this position; he is well-regarded by our
management team and Board of Directors, and has provided valuable
oversight of the finance team in the past.  I am excited to have
Jim join our executive leadership team."

Mr. Kerr, for the last eight years, was vice president,
controller, and recently the chief accounting officer, managing a
financial organization that encompasses accounting, financial and
merchandise planning.  Prior to joining the Company in 1998,
Mr. Kerr held various accounting, budgeting and planning positions
at The Limited, Inc., a publicly traded women's apparel specialty
retailer, and at Revco D.S., Inc., a drugstore retailer.  He began
his career at Arthur Anderson & Co. progressing to audit manager.
He holds a bachelor's degree in accounting from Baldwin-Wallace
College and is a certified public accountant.

Based in Hudson, Ohio, Jo-Ann Stores, Inc., (NYSE: JAS)
-- http://www.joann.com/-- is the leading U.S. fabric and craft
retailer with locations in 47 states, operates 688 Jo-Ann Fabrics
and Crafts traditional stores and 154 Jo-Ann superstores.

                            *   *   *

As reported in the Troubled Company Reporter on April 11, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Jo-Ann Stores to 'B-' from 'B+'.  The subordinated debt
rating was lowered to 'CCC' from 'B-'.  The outlook is negative.
All ratings were removed from CreditWatch, where they were placed
with negative implications on Oct. 6, 2005.

As reported in the Troubled Company Reporter on Feb. 17, 2006,
Moody's Investors Service lowered all ratings of Jo-Ann Stores,
Inc., including the rating on a $100 million issue of 7.5% senior
subordinated notes due 2012 to B3 from B2.  The rating downgrade
was prompted by the adverse impact that weak merchandising
programs and a slowdown in several categories have had on sales,
cash flow, and working capital.


KAISER ALUMINUM: Posts $2.5 Mil. Net Loss in Qtr. Ended June 30
---------------------------------------------------------------
Kaiser Aluminum reported a net loss of $2.5 million for the
quarter ended June 30, 2006 due primarily to a $25 million net
adverse impact from non-run-rate and reorganization items.  These
results compare to net income of $365.8 million for the same
period in 2005.  The second quarter 2005 income was primarily
a result of income from discontinued operations.

As reported, the company emerged from bankruptcy on July 6, 2006,
and the second quarter 2006 net loss equates to a $0.03 loss
per pre-emergence share compared with $4.59 of income per
pre-emergence share for the year-earlier period.

For the six months ended June 30, 2006, the company reported
net income of $35.9 million, compared with net income of
$374.1 million for the same period in 2005. Both periods were
affected by the second quarter items discussed above.

Net sales for the second quarter of 2006 totaled $353.5 million
compared to $262.9 million for the second quarter of 2005,
reflecting a 15 percent increase in shipments of fabricated
products and significant increases in metal prices.  Net sales for
the first six months of 2006 totaled $689.8 million compared to
$544.3 for the same period the previous year, reflecting a
12 percent increase in shipments of fabricated products and
significant increases in metal prices.  The increase in fabricated
products shipments during the quarter and six month periods over
the comparable periods in 2005 was broadly based across the
markets served by the company but was led by continuing strength
in demand for aerospace and high
strength products.

"The non-run-rate and reorganization items mask very positive
performance in the second quarter," said Jack A. Hockema,
chairman, president and CEO of Kaiser Aluminum.  "Results for the
first half were excellent, driven by the core fabricated products
business which delivered a 50 percent increase in operating
income. Income from continuing operations was $31.6 million
despite $15.0 million of reorganization expense."

Fabricated Products -- Operating income in the fabricated products
division was $16.2 million for the second quarter
of 2006 compared with $15.2 million for the same period in 2005.
Both periods included significant non-run-rate items:

   (a) Non-cash LIFO charge of $22 million in 2006

   (b) Non-run-rate metal profits of $7 million in 2006 and
      losses of $4 million in 2005

Operating income in the fabricated products division was $61.2
million for the first six months of 2006 compared to $40.6 million
for the same period in 2005. Both periods included significant
non-run-rate items:

   (a) Non-cash LIFO charge of $22 million in 2006

   (b) Non-run-rate metal profits of $17 million in 2006 and
      losses of $3 million in 2005

The significant improvement in operating results for the six month
period reflects higher shipments, stronger conversion prices and
favorable scrap raw material costs.  Improved cost performance
more than offset higher natural gas prices for both the quarter
and 2006 year-to-date periods.

"We are experiencing broad based demand for our core fabricated
products led by aerospace and high strength products," added
Hockema.  "Although we may experience some seasonal softness in
the second half of 2006, overall it appears that the current level
of demand is sustainable in the near term.

Primary Products -- Operating income in the primary
products segment totaled $3.7 million for the second quarter,
approximately $2 million below the second quarter 2005.  Operating
income in the primary products segment totaled
12.4 million for the six months, approximately $4 million increase
over the same period 2005. These included these
non-run-rate items:

   (a) Mark-to-market gains on hedging-related derivative
       transactions for the second quarter of $2 million compared
       with a loss of $2 million for the prior period

   (b) Mark-to-market gains on hedging-related derivative
       transactions for the six months of $7 million compared
       with a loss of $3 million for the prior period

The benefit of higher primary aluminum prices and settlements
and gains on external hedging-related derivative activities
was largely offset by internal hedging of the metal purchase
requirements of the fabricated products division.  Second quarter
and year-to-date 2006 results were adversely affected by a
15 percent increase in power costs.  Second quarter 2006 results
were also adversely affected by an increase in alumina costs.

"This is an exciting time for Kaiser Aluminum.  We completed our
reorganization on July 6, 2006 with a clean balance sheet and
approximately $200 million of liquidity.  This positions us to
remain strong throughout the business cycle and fuel our growth
initiatives, such as our $105 million Trentwood expansion.  In
addition, our lean initiatives drive improvements in both customer
satisfaction and cost performance," concluded Hockema.

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


KING PHARMACEUTICALS: Earns $111 Million in Second Quarter
----------------------------------------------------------
King Pharmaceuticals, Inc.'s total revenues increased 8% to
$500 million during the second quarter ended June 30, 2006,
compared to $463 million in the second quarter of 2005.  Including
special items, net earnings increased to $111 million during the
second quarter ended June 30, 2006, compared to net income of
$20 million in the same period of the prior year.  Excluding
special items, net earnings increased to $112 million increased
during the second quarter ended June 30, 2006, compared to net
earnings of $107 million in the second quarter of 2005.

Brian A. Markison, President and Chief Executive Officer of King,
stated, "We are very pleased with the success of our activities
during the second quarter of 2006 which enabled us to deliver
positive financial results while investing incrementally in
Research and Development and Commercial Operations."  Mr. Markison
added, "For the remainder of 2006, we will continue to focus on
maximizing the value of our currently marketed branded
pharmaceutical products and further advancing the development of
new products in our pipeline.  Additionally, we plan to continue
our aggressive business development initiatives which are designed
to further expand our pipeline and better ensure long-term
growth."

Steve Andrzejewski, Chief Commercial Officer of King, noted, "Our
activities during the second quarter of 2006 included the
successful restructuring of our Co-promotion Agreement covering
our leading branded ACE inhibitor, Altace(R)(ramipril).  The
restructuring of this agreement is yet another example of King
effectively managing the life-cycle of its branded products."

Mr. Andrzejewski continued, "With the restructuring of the
Altace(R) agreement, our experienced commercial operations group
has the opportunity to manage and implement a marketing strategy
designed to reinvigorate demand for Altace(R).  Additionally, this
opportunity, coupled with the recent addition of Glumetza(TM)
(metformin hydrochloride extended-release tablets), enables us to
continue strengthening our presence in the
cardiovascular/metabolics therapeutic area and advances our vision
to be a recognized leader and partner of choice in bringing
innovative, clinically-differentiated therapies and technologies
to market in our key therapeutic areas.  As previously announced,
we are expanding our existing commercial capability with the
addition of a cardiovascular/metabolics specialty sales force,
providing even greater strength to our promotion of Altace(R) and
Glumetza(TM)."

Net revenue from branded pharmaceuticals totaled $419 million for
the second quarter of 2006, a 5% increase from $400 million during
the second quarter of 2005.  This increase was primarily due to
price increases taken in the second half of 2005.

Altace(R) net sales totaled $154 million during the second quarter
of 2006, an increase of 7% from $144 million during the second
quarter of 2005.

Net sales of Skelaxin(R) (metaxalone) totaled $97 million
during the second quarter of 2006, an increase of 12% compared
to $87 million during the same period of the prior year.

Thrombin-JMI(R) (thrombin, topical, bovine, USP) net sales totaled
$62 million during the second quarter of 2006, a 17% increase from
$53 million during the second quarter of 2005.

Net sales of Sonata(R) (zaleplon) totaled $24 million during the
second quarter of 2006, an increase of 24% compared to $19 million
during the second quarter of the prior year.

Levoxyl(R) (levothyroxine sodium tablets, USP) net sales totaled
$29 million during the second quarter ended June 30, 2006, a
decrease of 30% from $41 million during the second quarter of
2005.

King's Meridian Medical Technologies business contributed revenue
totaling $54 million during the second quarter of 2006, an
increase of 52% from $35 million during the same period of the
prior year.  As the Company has previously disclosed, revenue from
Meridian may fluctuate significantly from quarter-to-quarter as
buying patterns of government and commercial customers vary.
Accordingly, the Company expects Meridian revenue to be
significantly lower in second half of 2006 compared to the first
half of 2006.

Royalty revenues, derived primarily from Adenoscan(R) (adenosine),
totaled $21 million during the second quarter ended June 30, 2006,
compared to $20 million during the second quarter of 2005.  During
the second quarter ended June 30, 2006, net revenue from contract
manufacturing equaled $6 million.

As of June 30, 2006, the Company's cash and cash equivalents and
investments in debt securities totaled approximately $803 million.

Joseph Squicciarino, King's Chief Financial Officer, commented,
"King generated strong cash flow from operations of $176 million
during the second quarter of 2006.  We plan to utilize our cash
position to fuel our business development initiatives and
aggressively invest in the further development of products in our
pipeline.  Accordingly, we expect to continue increasing our R&D
investment in each of the remaining quarters of this year, as
our total investment for the full year of 2006 could exceed
$150 million."

A full-text copy of the Quarterly Report in Form 10-Q filed with
the Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?fa7

                   About King Pharmaceuticals

Headquartered in Bristol, Tennessee, King Pharmaceuticals, Inc.,
(NYSE:KG) -- http://www.kingpharm.com/-- is a vertically
integrated branded pharmaceutical company.  King, an S&P 500 Index
company, seeks to capitalize on opportunities in the
pharmaceutical industry through the development, including through
in-licensing arrangements and acquisitions, of novel branded
prescription pharmaceutical products in attractive markets and the
strategic acquisition of branded products that can benefit from
focused promotion and marketing and product life-cycle management.

                           *     *     *

As reported in the Troubled Company Reporter on Mar. 27, 2006,
Moody's Investors Service affirmed the ratings of King
Pharmaceuticals, Inc., including the Ba3 Corporate Family Rating,
Ba2 senior secured revolver due 2007, and Ba3 senior unsecured
guaranteed convertible debentures due 2021.  Following the rating
action, the rating outlook remains negative.


KOEN BOOK: Court Confirms Joint Liquidating Plan
------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware confirmed
the Joint Plan of Liquidation of Koen Book Distributors, Inc., nka
Book Distributors, Inc., and its Official Committee of Unsecured
Creditors.

The Court determined that the Plan satisfies the 13 requirements
imposed by Section 1129(a) of the Bankruptcy Code.

As reported in the Troubled Company Reporter on May 25, 2006, the
Debtor's plan will be funded using any cash remaining and proceeds
of the liquidation of the assets and causes of action of the
Debtor's estate.

On Sept. 22, 2005, the Debtor entered into an Inventory Purchase
Agreement with Baker & Taylor for the purchase and sale of the
Debtor's book inventory for $4.5 million.  The Court approved that
agreement on Oct. 7, 2005.

On Oct. 3, 2005, the Debtor entered into an Asset Purchase
Agreement with Levy Home Entertainment pursuant to which Levy will
purchase the Debtor's assets, the name "Koen Book Distributors"
and certain unexpired executory contracts for $300,000.  The Court
approved the Debtor's agreement with Levy on Oct. 17, 2005.

                         Treatment of Claims

Under the plan, Administrative Claims, Priority Tax Claims and
Priority Claims will be paid in full.

Holders of general unsecured claims will receive their pro rata
share of the cash remaining after payment of all other claims,
exclusive of any reserves established by the Koen Trustee for
Disputed Claims.  Unsecured claim holders will also receive their
pro rata share of the beneficial interests in the Koen Trust.  The
Debtor tells the Court that if there are sufficient funds to pay
unsecured claims in full, then holders of unsecured claims will
also receive 3.52% interest.

Holders of interests in the Debtor will receive no distribution
and those interests will be cancelled.

A copy of the Debtor and Committee's disclosure statement
explaining their Joint Plan of Liquidation is available for a fee
at:

  http://www.researcharchives.com/bin/download?id=060404023256

                        About Koen Book

Headquartered in Moorestown, New Jersey, Koen Book Distributors,
Inc., nka Book Distributors, Inc. -- http://www.koen.com/-- is a
book wholesaler specializing in bestsellers and independent press
titles.  The company filed for chapter 11 protection on July 11,
2005 (Bankr. D. N.J. Case No. 05-32376).  Aris J. Karalis, Esq.,
at Ciardi, Maschmeyer & Karalis, P.C., represents the Debtor.
Bruce D. Buechler, Esq., and Bruce S. Nathan, Esq., at Lowenstein
Sandler, PC, represent the Official Committee of Unsecured
Creditors.  When the Debtor filed for protection from its
creditors, it estimated assets and debts between $10 million and
$50 million.


KULLMAN INDUSTRIES: Sees $14 to $17 Mil. of Allowed Unsec. Claims
----------------------------------------------------------------
Under Kullman Industries, Inc.'s First Amended Disclosure
Statement explaining its First Amended Liquidating Plan of
Reorganization, the Debtor proposes to pay unsecured claims their
pro rata share of the total allowed unsecured claims.

Unsecured proofs if claims in excess of $34.29 million have been
filed in the Debtor's case.  The Debtor estimates that after
consideration of all appropriate claims objection , allowed
general unsecured claims will amount to approximately $14 to
$17 million.

As reported in the Troubled Company Reporter on August 15, there
are three other classified claims and interest pursuant to the
Plan apart from general unsecured claims:

Classes of priority unsecured claims will receive cash on the
effective date equal to the allowed amount of their claim.  The
Debtor estimates priority unsecured claims at zero.

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.

Robert Kullman, who owns all of the Debtor's common stock, will
receive no distribution on account of his equity interests.

The Debtor seeks to accomplish payments under the Plan by
depositing all its remaining assets in a liquidating trust and
making distributions from liquidation proceeds in accordance with
the terms of the Plan.  The Committee will designate a Plan
Trustee on the effective date of the Plan.

Payments under the Plan will be funded from:

      a) cash on the effective date;

      b) funds available after the effective from, among other
         things, any payments received by the Trust from:

             * the liquidation of the Debtor's remaining assets,
             * the prosecution and enforcement of the pending
               litigation and potential avoidance actions, and

     c) any release of funds from the Disputed Claims Reserve.

A hearing to consider the adequacy of the Debtor's Disclosure
Statement is set at 11:00 a.m., on Aug. 24, 2006, at Courtroom 2
in 402 East State Street, Trenton, New Jersey.

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

   http://www.researcharchives.com/bin/download?id=060815233430

                    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.


LEE'S TRUCKING: Judge Mixon Approves Disclosure Statement
---------------------------------------------------------
The Honorable James M. Mixon of the U. S. Bankruptcy for the
Western District of Arkansas, El Dorado Division, approved on
Aug. 2, 2006, the Disclosure Statement explaining Lee's Trucking,
Inc.'s Plan of Reorganization.

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind --
required under Section 1125 of the Bankruptcy Code.  With a Court-
approved Disclosure Statement in hand, the Debtor can now ask its
creditors to vote to accept the Plan.

In summary, the Debtor's plan proposes to pay 100% of the money
owed to creditors.  However, the Plan contains a provision that
allows for a moratorium on payments of no more than two months in
the event of a natural disaster or an economic crisis occurring in
the U.S. that would increase fuel prices by 20% or reduce the
Debtor's customer base by 5%.

To obtain funds necessary to make the payments under its plan, the
Debtor will continue to engage in its business of transporting
goods and continue to utilize the services of First Capital
Corporation.  First Capital advances monies for the Debtor's
receivables.

Upon confirmation of the Plan, Jimmy D. Lee will remain as
president of the Reorganized Debtor and sole owner of its stock.
Mr. Lee's current salary will continue.  He is entitled to a
yearly increase equal to 5% above the annual inflation rate.

                        Treatment of Claims

Under the Plan, the claims of the U. S. Trustee, administrative
expenses, the claims of First Capital Corporation, and claims of
the equity security holders of the Debtor, are unimpaired.

First National Bank of Crossett in Crossett, which holds a
security interest on three Peterbilt Trucks and two Ford Trucks as
collateral for the Debtor's $141,584 debt, will be paid in monthly
installments of $2,726.76 per month.

BancorpSouth holds a mortgage for certain property located at 2054
Southfield Road in El Dorado, Arkansas, as collateral for its
$479,000 claim.   The Debtor proposes to pay BancorpSouth in
monthly installments of $9,225.05.

The Bank of the West's $28,000 claim will be in monthly
installments of $535.25.  As collateral for this debt, the Bank of
the West holds a security interest in two Polar Trailers.

The Debtor owes Center Capital approximately $158,442.  Five
Peterbilt Trucks secure repayment of this debt.  Center Capital's
claim will be paid in monthly installments of $3,051.43.

CitiCapital Corporation's $86,174.50 claim will be paid in monthly
installments of $1,659.63.  This debt is secured by five Polar
trucks.

Financial Federal, owed $1,091,769 by the Debtor, will be paid in
monthly installments of $21,026.36.  The creditor currently holds
liens against 48 pieces of collateral including trucks and
trailers.

Debts totaling $69,853.34, owed to Pacaar in Dallas, Texas, will
be paid in monthly installments of $1,345.30.  The Pacaar holds a
security interest in a Peterbilt truck as collateral.

Wells Fargo, which holds a security interest on three Polar trucks
on account of a $47,751.48 claim, will be paid in installments of
$919.64 per month.

All secured debts will bear an annual interest rate of 6% simple.
In addition, the secured creditors liens on their collateral will
continue in full force and effect until they are paid in full.

Unsecured priority claims will be paid in full, in monthly
installments, over a five-year period.  Unsecured priority claims
will bear interest at 6% per annum.

General Unsecured Claims will be paid in full, in monthly
installments, over a five-year period.  Unsecured debt will not
bear any interest.

Headquartered in El Dorado, Arkansas, Lee's Trucking --
http://www.leestrucking.com/-- transports bulk chemicals, non-
hazardous materials, hazardous materials, and hazardous waste.
The Company filed for chapter 11 protection on May 13, 2005
(Bankr. W.D. Ark. Case No. 05-73565).  Robert L. Depper, Jr.,
Esq., at Depper Law Firm represents the Debtor on its
restructuring efforts.  When the Debtor filed for protection from
its creditors, it listed estimated assets and debts of more than
$100 million.


LENOX GROUP: Posts $41 Mil. Net Loss in 2nd Quarter Ended July 1
----------------------------------------------------------------
Lenox Group Inc. reported its financial results for second quarter
ending July 1, 2006.

           Summary of Results From Continuing Operations

Revenues for the second quarter were $97.8 million compared with
$36.4 million in the second quarter of 2005.  Revenues for the
first six months were $188.2 million compared with $56.0 million
in the prior year.  The increase in revenue for the second quarter
and first six months reflects the impact of the acquisition of
Lenox, Inc., in September 2005.

During the second quarter, the Company recorded a $35.7 million
impairment charge, net of tax, to write-down the goodwill related
to the Department 56 wholesale reporting unit.

Loss from continuing operations for the second quarter was
$5.5 million compared with income of $4.5 million in the second
quarter of 2005.  Loss from continuing operations for the first
six months was $12.6 million compared with income of $2.3 million
in the prior year.  The loss from continuing operations in the
second quarter and the first six months of 2006 is principally due
to the Acquisition as the Lenox business has historically operated
at a loss during the first six months of the fiscal year.

For the second quarter ended July 1, 2006, the Company reported a
net loss of $41.182 million compared with net income of
$4.120 million for the second quarter ended July 2, 2005.

At July 1, 2006, the Company's balance sheet showed
$458.995 million in total assets, $344.324 million in total
liabilities, and $114.671 million in stockholders' equity.

Commenting on the Acquisition, Susan Engel, Chairwoman and Chief
Executive Officer, said, "We purchased the Lenox business to
diversify our product offerings and channels of distribution which
provides our Company with more opportunities beyond Department
56's core business.  Today we are even more committed to growing
the business and leveraging the opportunities made available
through the Lenox acquisition.  At the same time, we continue to
work at reducing costs to maintain the leanness historically
displayed by Department 56."

               Business Improvements and Initiatives

The Company consolidated its Consumer Direct and
Lenox/Gorham/Dansk Wholesale business units into a newly renovated
office facility in Bristol, Pennsylvania.  Susan Engel noted,
"This move is an important step toward achieving our goal of
integrating our businesses into a 'One Company' structure.  The
Bristol facility will house, under one roof, most of the Company's
direct and retail business and a significant part of the Company's
wholesale business.  Having all of these businesses in a single
location will provide an excellent environment for the design,
product development, marketing and support teams to exchange
ideas, plans and strategies, as well as share resources, in an
effort to maximize the sales and profit potential of our Company
brands."

As a result of this move to Bristol, the Company sold its
Langhorne, Pennsylvania facility, which generated a net cash flow
of approximately $9.9 million.  The proceeds from this transaction
were applied to pay down the Company's term loan.

                            Wholesale

The Company completed the integration of its wholesale sales force
during the second quarter and participated in its first gift shows
with each sales person selling all of the Company's brands to
their customers.

Susan Engel commented, "We are pleased with the increasing comfort
of the sales force with all the new product lines they can now
offer.  We expect our sales force to increase their knowledge and
expertise of our diverse product lines and brands throughout the
year and be operating at an optimal level by the January trade
shows."

Also during the second quarter, the Company completed its
integration of the Willitts brands, which include Thomas
Blackshear's Ebony Visions, consisting of Afro-Nouveau styled
sculptures that celebrate the pride of heritage and beauty of
African Americans, and Possible Dreams, a line of Clothtique
figurines, which utilize a stiffened cloth technique to create
fine sculptural detailing.  The Willitts brands are being
displayed in the Company's showrooms, sold by the Company's sales
force, and shipped from the Company's distribution center.

In addition, the Company initiated its effort to consolidate its
two wholesale order management systems.  This project, likely to
be completed mid-2007, will increase the efficiency of the
Company's entire wholesale operation.

                          Consumer Direct

The Company has signed four leases at mall locations in connection
with its launch of four new concept stores called All The Hoopla.
Three of the stores are planned to open this year with the fourth
opening in 2007.  These stores will market and sell all Company
brands (Department 56, Lenox, Gorham and Dansk) in a single store
format.

Joel Anderson, President of Consumer Direct, stated, "We are
excited to test a new store format that will merchandise
significant product assortments from all four Company brands and
provide the platform to communicate our brand messages directly to
end consumers.  These stores will be a new source of top-line
growth.  At the same time, they will be a vehicle for building
brand equity and acquiring new customers for re-marketing
opportunities."

                       Corporate Governance

The Company added two new directors to its Board during the second
quarter.  Dolores A. Kunda is President and Chief Executive
Officer of Lapiz Integrated Hispanic Marketing.  Dr. Glenda B.
Glover is Dean of the College of Business of Jackson State
University and has extensive expertise in the area of corporate
governance.

Ms. Engel stated, "We are very pleased that we were able to
attract these two highly qualified individuals to join the Board.
Ms. Kunda has specialized marketing expertise to help the Company
expand its customer base.  Dr. Glover will provide input to
support our financial controls and processes and our governance
compliance programs, which are important focuses of the Company."

       Second Quarter Performance from Continuing Operations

Wholesale Segment

Revenues were up 103% to $70.7 million from $34.8 million in 2005.
The increase in revenue was principally due to the Acquisition
offset by a decrease in Department 56 branded sales of
$9.0 million, or 26%. The decrease in Department 56 branded sales
was principally due to the timing of receipt of product from
manufacturers overseas as well as the continued softness
experienced in the Gift and Specialty channel.

The gross profit percentage was 41% compared to 47% in the prior
year.  The decrease in gross profit percentage was principally due
to the Acquisition as the Lenox wholesale business typically
generates lower gross margin percentages because it primarily
sells to national customers.

Retail Segment

Revenues increased to $10.5 million from $1.6 million in the prior
year principally due to the Acquisition.  Same-store sales
(including stores added as a result of the Acquisition which are
compared against pre-acquisition results) increased by 0.5%.

The gross profit percentage was 62% compared with 67% in the prior
year reflecting the impact of the Acquisition as the Lenox stores
typically carry lower gross profit percentages because they are
principally outlet stores.

Direct Segment

Revenues from the direct business, which was acquired as part of
the Acquisition, were $16.7 million.  The gross profit percentage
was 67%.

        Year-To-Date Performance from Continuing Operations

Wholesale Segment

Revenues were up 131% to $122.5 million from $53.1 million in
2005.  The increase in revenue was principally due to the
Acquisition offset by a decrease in Department 56 branded sales of
$14.0 million, or 26%.  The decrease in Department 56 branded
sales was principally due to the timing of receipt of product from
manufacturers overseas as well as the continued softness
experienced in the Gift and Specialty channel.

The gross profit percentage was 42% compared to 46% in the prior
year.  The decrease in gross profit percentage was principally due
to the Acquisition as the wholesale business typically generates
lower gross margin percentages because it primarily sells to
national customers.

Retail Segment

Revenues increased to $26.7 million from $2.9 million in the prior
year principally due to the Acquisition.  Same-store sales
(including stores added as a result of the Acquisition which are
compared against pre-acquisition results) increased by 0.4%.

Direct Segment

Revenues from the direct business, which was acquired as part of
the Acquisition, were $39.0 million.  The gross profit percentage
was 66%.

Goodwill Impairment

During the second quarter, the Company re-forecasts its 2006 Gift
and Specialty channel sales within the Department 56 wholesale
reporting unit.  The Company also experienced a decline in the
quoted market price of its stock in the second quarter. Given
these events, the Company determined it was more likely than not a
reduction of the fair value of the Department 56 wholesale
reporting unit may have occurred.

As a result, the Company completed a review of the Department 56
wholesale reporting unit goodwill in accordance with Statement of
Financial Accounting Standards No.142.

Based on the results of this analysis, the Company recorded an
impairment charge of $35.7 million, net of tax, to write-down the
goodwill related to the Department 56 wholesale reporting unit.
This goodwill impairment charge principally relates to goodwill
originally recorded in 1992 as a result of the acquisition of
Department 56 by Forstmann Little & Co.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f9f

                      About Lenox Group Inc.

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX) was
formed on Sept. 1, 2005, when Department 56, Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox, Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal and giftware products.
The Company sells its products through wholesale customers who
operate gift, specialty and department store locations in the
United States and Canada, Company-operated retail stores, and
direct-to-the-consumer through catalogs, direct mail, and the
Internet.

                           *     *     *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service affirmed Lenox Group, Inc.'s Corporate
Family Rating at B1.


LIBERTY MEDIA: Discloses Second Quarter Financial Results
---------------------------------------------------------
Liberty Media Corporation reported results at both its Liberty
Interactive Group and Liberty Capital Group for the second quarter
ending June 30, 2006.

Liberty Interactive Group

Liberty Interactive Group's revenue increased 16% and operating
cash flow increased 19% due to the strong operating results at QVC
and the addition of Provide Commerce, which was acquired on
February 9, 2006.

"We are pleased with the strong operating performance at Liberty
Interactive, which was fueled by the continued excellent results
at QVC," said Liberty Chairman John C. Malone.  "We demonstrated
our pleasure by repurchasing more than 19 million shares of stock
in the quarter."

QVC

QVC's total revenue increased 10% to $1,630 million and operating
cash flow increased 17% to $378 million.

QVC's domestic revenue and operating cash flow increased 10% and
14%.  The domestic revenue growth was attributed to increased
sales to existing subscribers primarily in the areas of
accessories and jewelry as the total number of units shipped
during the quarter increased 8% and the average selling price
increased 3%.  QVC.com sales as a percentage of domestic sales
grew from 18% in the second quarter of 2005 to 20% in 2006.  The
domestic operating cash flow margin primarily increased due to
higher credit card income associated with the company's private
label credit card and operating leverage.

QVC's international revenue increased 10% to $490 million for the
quarter due to greater sales to existing subscribers in Germany
and Japan and new subscriber growth in each of our international
markets partially offset by unfavorable foreign currency exchange
rates.  Excluding the effect of exchange rates, international
revenue increased 13%.  The operating cash flow of the
international operations increased from $76 million to
$95 million, or 25%, due to the increased revenue, improved gross
margins and operating leverage.  International margins increased
2% to 39% due to a lower inventory obsolescence provision and a
higher initial gross mark-on.  Excluding the effect of exchange
rates, QVC's international operating cash flow increased 27%.

On July 26, 2006, Liberty announced that it has entered into an
agreement to acquire 100% of BUYSEASONS, Inc., the operator of
online costume retailer BuyCostumes.com.  BuyCostumes.com will be
attributed to Liberty Interactive and will enhance Liberty's
web-based retailing strategy.

During the second quarter, Liberty repurchased approximately
19.3 million shares of Liberty Interactive Series A common stock
at an average cost per share of $17.66 for aggregate cash
consideration of $341 million.

At June 30, 2006, there were approximately 683.7 million
outstanding shares of LINTA and LINTB and 19.6 million shares of
LINTA and LINTB reserved for issuance pursuant to warrants and
employee stock options.  At June 30, 2006, there were 1.6 million
options that had a strike price that was lower than the closing
stock price.  Exercise of these options would result in aggregate
proceeds of approximately $23 million.

QVC's outstanding bank debt was $1.2 billion at June 30, 2006; the
increase of $400 million during the quarter was primarily due to
funding repurchases of Liberty Interactive Series A common stock.

Outlook

Liberty expects the operations attributed to the Liberty
Interactive Group, which includes QVC for all of 2006 and Provide
Commerce from the date of its acquisition on February 9, 2006, to
increase over the attributed 2005 operating results, which
included only QVC's operations:

   * revenue growth in the low double digits %;
   * operating cash flow growth in low double digits %; and
   * operating income growth in low double digits %.

These estimates assume with respect to QVC, among other factors,
that its product mix and foreign currency exchange rates affecting
its international businesses will be consistent as compared to
2005, while revenue growth rates will experience a slight slowing
due to difficult comparisons to the favorable results achieved in
2005.  These estimated growth rates are not expected to be
achieved ratably on a quarterly basis as the Liberty Interactive
Group's attributed businesses will likely experience different
quarter over quarter growth rates for each calendar quarter of
2006.

The businesses and assets attributed to Liberty Interactive Group
are engaged in, or are ownership interests in companies that are
engaged in, sales of goods and services primarily through
television programming and the Internet, and currently include its
subsidiaries QVC and Provide Commerce and its approximate 20%
interests in IAC/InterActiveCorp, Expedia and GSI Commerce.
Liberty identified QVC, Inc., a consolidated, 98.9% owned
subsidiary, as the principal operating segment of Liberty
Interactive Group.

Liberty Capital Group

During the quarter, Liberty sold its 50% interest in Court TV for
$735 million in cash and recorded a gain of $303 million.  Also
during the quarter, Liberty announced the acquisition of IDT
Entertainment from IDT Corporation for all of Liberty's interests
in IDT, $186 million in cash and the assumption of existing
indebtedness.  With this acquisition, Starz Entertainment will
have the capability to create a wide array of CG animated and live
action programming for domestic and international distribution in
all major channels, including broadcast syndication, premium
television, theatrical, and home video/DVD.

"We continue to make progress on divesting non-core assets and
reinvesting in our strategic businesses," said Liberty President
and CEO Gregory B. Maffei.  "We were also pleased with the
operating and investment performance of News Corporation, our
largest asset in Liberty Capital, during the quarter."

Starz Entertainment Group

Starz Entertainment Group revenue increased 2% to $264 million and
operating cash flow increased 6% to $50 million.  The growth in
revenue was primarily due to a $14 million increase resulting from
an increase in the average number of subscription units for Starz
Entertainment's services.  Starz average subscription units
increased 6% and Encore average subscription units increased 8%.
The effect on revenue of these increases in subscription units was
partially offset by an $8 million decrease due to a decrease in
the effective rate charged for such services due to the fixed-rate
affiliation agreements that Starz Entertainment has entered into
in recent years.

Starz Entertainment's operating expenses increased 1% for the
quarter.  The increase was due to higher programming costs, which
increased 8% from $167 million to $180 million, partially offset
by a decrease in SG&A expenses.  The programming increases were
primarily due to $16 million of additional amortization of
deposits previously made under certain of Starz Entertainment's
output arrangements.  The decrease in SG&A expenses was due to a
$10 million decrease in sales and marketing due to the elimination
of certain marketing support commitments under the new affiliation
agreement with Comcast partially offset by marketing expenses
related to the commercial launch of Vongo.  Starz Entertainment
expects that over the course of 2006, additional marketing
expenses for Vongo and its traditional services will exceed the
benefits derived from lower marketing support requirements for
Comcast, and that its full-year 2006 sales and marketing expenses
may exceed those of 2005.  Operating cash flow increased due to
increased revenue combined with a smaller increase in operating
expenses.

At June 30, 2006, there were approximately 140.5 million
outstanding shares of LCAPA and LCAPB and 3.9 million shares of
LCAPA and LCAPB reserved for issuance pursuant to warrants and
employee stock options.  At June 30, 2006, there were 1.2 million
options that had a strike price that was lower than the closing
stock price.  Exercise of these options would result in aggregate
proceeds of approximately $90 million.

A full-text copy of the Quarterly Report on Form 10-Q filed with
the Securities and Exchange Commission is available for free at
http://ResearchArchives.com/t/s?fa8

                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation (NASDAQ:
LINTA, LCAPA) -- http://www.libertymedia.com/-- owns a broad
range of electronic retailing, media, communications and
entertainment businesses and investments.  Its businesses include
some of the world's most recognized and respected brands and
companies, including QVC, Encore, Starz, IAC/InterActiveCorp,
Expedia and News Corporation.  The company was a subsidiary of
AT&T, which had acquired former parent Tele-Communications, Inc.,
in 1999.  In 2001 AT&T spun off Liberty Media as part of the phone
giant's plan to split its empire into several companies.  Liberty
Media completed a spin off of its own in 2004 by separating its
international assets into a new company.  The firm is chaired by
former TCI head John Malone.

                         *     *     *

As reported in the Troubled Company Reporter on May 23, 2006,
Moody's Investors Service downgraded Liberty Media Corporation's
corporate family and senior unsecured long term debt ratings to
Ba2 from Ba1 concluding the review for downgrade initiated on
March 31, 2006.  The outlook is stable.

As reported in the Troubled Company Reporter on May 22, 2006,
Standard & Poor's Ratings Services held its ratings, including the
'BB+' corporate credit rating, on Englewood, Colorado-based
Liberty Media Corp. on CreditWatch, where they were placed with
negative implications on Nov. 10, 2005.


LIGAND PHARMA: June 30 Balance Sheet Upside-Down by $238.5 Million
------------------------------------------------------------------
Ligand Pharmaceuticals Incorporated's balance sheet at June 30,
2006 showed total assets of $285.9 million and total liabilities
of $524.4 million resulting in a stockholders' deficit of
$238.5 million.  This compares to a stockholders' deficit of
$110.4 million at Dec. 31, 2005.

The Company's total revenues for the three months ended
June 30, 2006, increased 6%, to $48.4 million compared to
$45.8 million for the same 2005 period.  Loss from operations was
$11 million for the three months ended June 30, 2006 compared to
$6.5 million for the same 2005 period.  Net loss for the quarter
ended June 30, 2006 was $16 million compared to $8.9 million for
the same 2005 period.  Net loss included the accretion and
reduction in net present value of the co-promote termination
liability to fair value as of June 30, 2006 of $3.1 million,
relating to the termination of the Organon co-promotion agreement.

Total revenues for the six months ended June 30, 2006, the Company
reported, increased 20% to $99.4 million compared to $82.8 million
for the same 2005 period.  Loss from operations was $148.1 million
for the six months ended June 30, 2006, compared to $22.3 million
for the same 2005 period.  Net loss for the six months ended June
30, 2006 was $158.2 million, compared to $27.4 million for the
same 2005 period.

Ligand Pharmaceuticals Incorporated (NASDAQ:LGND)
-- http://www.ligand.com/-- discovers, develops and markets new
drugs that address critical unmet medical needs of patients in the
areas of cancer, pain, skin diseases, men's and women's hormone-
related diseases, osteoporosis, metabolic disorders, and
cardiovascular and inflammatory diseases.  Ligand's proprietary
drug discovery and development programs are based on gene
transcription technology, primarily related to intracellular
receptors.


LINN ENERGY: Closes $125 Mil. Acquisition Deal of Kaiser-Francis
----------------------------------------------------------------
Linn Energy, LLC closed its acquisition of certain Mid-Continent
assets of Kaiser-Francis Oil Company, located in Oklahoma, for a
contract purchase price of $125 million, subject to customary
closing adjustments.

As reported in the Troubled Company Reporter on Aug. 1, 2006, the
Company used its new secured revolving credit facility and bridge
facility to finance the acquisition.

                       About Linn Energy

Headquartered in Pittsburgh, Pennsylvania, Linn Energy LLC
(Nasdaq: LINE) -- http://www.linnenergy.com/-- is an independent
natural gas company focused on the development and acquisition of
natural gas properties in the Appalachian Basin, primarily in West
Virginia, Pennsylvania, New York and Virginia.

At March 31, 2006, the Company's balance sheet showed $105,187,000
in unitholders' capital compared to a $46,831,000 unitholders'
deficit at March 31, 2005.


LOUDEYE CORP: Earns $5.3 Million in Second Quarter of 2006
----------------------------------------------------------
Loudeye Corp. filed its second quarter financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 30, 2006.

The Company reported net income of $5.355 million on
$5.382 million of revenues for the second quarter ended June 30,
2006, compared with a $6.930 million net loss on $4.892 million of
revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$78.955 million in total assets, $17.816 million in total
liabilities, and $61.139 million in total stockholders' equity.

Full-text copies of the Company's second quarter financial are
available for free at http://ResearchArchives.com/t/s?f80

                        Going Concern Doubt

Moss Adams LLP in Seattle, Wash., raised substantial doubt about
Loudeye Corp.'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, negative cash flows from operations,
accumulated deficit, and negative working capital.

Loudeye Corp. (Nasdaq: LOUD) -- http://www.loudeye.com/-- is a
worldwide leader in business-to-business digital media solutions
and the outsourcing provider of choice for companies looking to
maximize the return on their digital media investment.  Loudeye
combines innovative products and services with the world's largest
music archive, a broad catalog of licensed digital music and the
industry's leading digital media infrastructure, enabling partners
to rapidly and cost effectively launch complete, customized
digital media stores and services.


LOVESAC CORP: Emerges from Chapter 11 Protection in Delaware
------------------------------------------------------------
LoveSac Corporation and its debtor-affiliates emerged from
bankruptcy protection as their Joint Plan of Liquidation is
declared effective.

The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware confirmed the Plan on July 27, 2006

As reported in the Troubled Company Reporter on Aug. 4,
2006,pursuant to the Plan of Liquidation approved the settlement
agreement between the Debtors and:

   * Walnut Investment Partners, LP;
   * Walnut Private Equity Fund, LP;
   * Brand Equity Ventures, II, LP;
   * Barfair Ltd., L.P.;
   * Millivere Holdings, Ltd.; and
   * Hauser 41, LLC.

These Series A Investors hold certain equity interest in LoveSac.
They have also engaged in lending transactions with the Debtors.
Some of the Series A Investors have designated members that have
served or currently serve on the board of directors of LoveSac.

The Court also approved the sale of substantially all of the
Debtors' assets to Sac Acquisition LLC, an affiliate of the Series
A Investors for at least $750,000.  The final purchase amount will
be determined by the gross receipts of the business.

The settlement agreement and the asset sale are cornerstones of
the Plan.

                     Settlement Agreement

Under the Settlement Agreement, each of the Series A Investors
will pay their ratable share of $75,000 to the liquidating trust
to be established under the Plan upon the closing of the Asset
Sale, with the condition that either the Plan must be confirmed,
or the order approving the Settlement Agreement has become final
and non-appealable prior to that payment.

Additionally, each of the Series A Investors will pay their
ratable share of a second $75,000 to the liquidating trust
established under the Plan on or before January 15, 2007.  In
addition to the payment of these funds, each of the Series A
Investors will assign to the liquidating trust established under
the Plan, all distributions to which the Series A Investors are or
may become entitled to under the Plan, pursuant to their claims.
In the event that the liquidating trust under the Plan is not yet
established when either the cash payments or the assignment of
claims are called for under the Settlement Agreement, the cash
payments or the assignment will all be made to the Debtors for the
benefit of the liquidating trust.

In exchange for the consideration to be paid to the liquidating
trust, and the assignment of the Series A Investors' claims
against the estate to the other creditors, the Debtors will
provide a comprehensive general release of all claims that the
Debtors may have against any of the Series A Investors or their
affiliates and representatives.

A full-text copy of the Asset Purchase Agreement is available for
a fee at:

   http://www.researcharchives.com/bin/download?id=060802213205

A full-text copy of the Settlement Agreement is available for a
fee at:

   http://www.researcharchives.com/bin/download?id=060802213404

                       Treatment of Claims

As reported in the Troubled Company Reporter on June 19, 2006,
under the Plan, these claims are entitled to full recovery:

   1. Class 1 Other Priority Claims;
   2. Class 2 Secured Tax Claims;
   3. Class 4-C Secured Claims of Celtic Bank Corp.;
   4. Class 4-F Secured Claims of G&G LLC;
   5. Class 4-G Secured Claims of REM LLC;
   6. Class 4-H Secured Claims of Triple Net Investments; and
   7. Class 4-K Miscellaneous Secured Claims.

Pursuant to an asset purchase agreement, five creditors agreed to
assign any distribution received on their claims to the
liquidating trust for the sole benefit of the Class 5A through 5E
Unsecured Creditors.  These creditors will not receive any
distribution on account of their claims:

   1. Class 4-A Secured Claims of Barfair, Ltd.;

   2. Class 4-B Secured Claims of Brand Equity Ventures II, LP;

   3. Class 4-D Secured Claims of Dinesh Patel;

   4. Class 4-J Secured Claims of Walnut Investment
      Partners, LP; and

   5. Class 4-J Secured Claims of Walnut Private Equity Fund, LP.

The Debtors will surrender a 2003 Ford Econoline Van to Ford
Credit in full satisfaction of Ford Credit's secured claim.

Class 3 DIP Financing Claims will be assumed by the purchaser,
without recourse to the Debtors or the Liquidating Trust.  The
Debtors' estates will have no further liability for the claims
upon assumption.

Holders of these claims will receive a pro rata share of their
claims from 0% to 50%:

   1. Class 5-A General Unsecured Claims;
   2. Class 5-B Deficiency Claim of G&G;
   3. Class 5-C Triple Net Investments Deficiency Claim;
   4. Class 5-D Celtic Bank Deficiency Claims; and
   5. Class 5-E REM Deficiency Claim.

Class 5-F Series A Deficiency Claims and Class 6 Interest Claims
will receive nothing under the Plan.

A full-text copy of LoveSac Corp.'s Chapter 11 Liquidation Plan is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052444

A Disclosure Statement explaining that Plan is available
for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052013

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


MARSH SUPERMARKETS: Board Supports MSH Supermarkets Transaction
---------------------------------------------------------------
The Board of Directors of Marsh Supermarkets, Inc. reaffirmed its
support for the acquisition of Marsh by MSH Supermarkets Holding
Corp., an affiliate of Sun Capital Partners, Inc.

As reported in the Troubled Company Reporter on May 5, 2006,
Marsh's Board of Directors unanimously approved a definitive
merger agreement with MSH Supermarkets, under which MSH
Supermarkets will acquire all of the outstanding shares of both
classes of common stock of Marsh for $11.125 per share in cash
without any financing condition.

                        Letter of Intent

Separately, the Company had been advised by MSH Supermarkets and
Cardinal Paragon, Inc. and Drawbridge Special Opportunities
Advisors LLC, "Cardinal/Drawbridge," that those parties signed a
letter of intent to enter into a sale/leaseback agreement under
which Cardinal/Drawbridge would have the opportunity for a period
of 45 days to provide MSH Supermarkets with sale/leaseback
financing.  The sale/leaseback is subject to completion of due
diligence by Cardinal/Drawbridge and negotiation and finalization
of definitive documentation and the arrangement of financing.
Cardinal/Drawbridge has withdrawn its indication of interest to
acquire Marsh.  The letter of intent also prohibits
Cardinal/Drawbridge from pursuing any acquisition of Marsh without
the consent of MSH Supermarkets.  In addition, all claims asserted
in the declaratory judgment action filed by Marsh in June will be
dismissed.

"I am pleased that we are moving forward with the MSH Supermarkets
transaction," Don E. Marsh, Chairman of the Board and Chief
Executive Officer of Marsh Supermarkets, Inc., said.  "We continue
to believe that our proposed sale to MSH Supermarkets is in the
best interests of Marsh and all of our shareholders.  We have
called a special meeting of Marsh shareholders to be held on Sept.
22, 2006.  Our Board recommends that all Marsh shareholders
support this compelling offer."

"Our all-cash offer provides Marsh shareholders with significant
value for their investment and has the support of Marsh's Board of
Directors," Gary Talarico, Managing Director of Sun Capital
Partners and Vice President of MSH Supermarkets, said.  "We are
also pleased to have concluded the letter of intent with
Cardinal/Drawbridge regarding a potential financing.  Sun
Capital's commitment to acquire the Company offers certainty to
Marsh shareholders and is not contingent on any external
financing.  We look forward to owning and operating Marsh's
supermarkets, Village Pantry convenience stores, and other
businesses and to the smooth and rapid completion of this
transaction."

The MSH Supermarket acquisition has no financing contingency, and
is subject to customary closing conditions, including the approval
of Marsh shareholders.  The transaction is expected to be
completed by the end of September 2006.

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

                         *     *     *

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

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


MAXXAM INC: June 30 Balance Sheet Upside-Down by $704 Million
-------------------------------------------------------------
MAXXAM Inc.'s balance sheet at June 30, 2006, showed
$975.2 million in total assets and $1.68 billion in total
liabilities, resulting in a $704.9 million stockholders' deficit.
The Company had reported a $671.3 million stockholders' deficit at
March 31, 2006.

For the second quarter of 2006, the Company reported a net loss of
$11.2 million, compared to a net loss of $9.6 million for the same
period a year ago.  Net sales for the second quarter of 2006
totaled $63.5 million, compared to $87.2 million in the second
quarter of 2005.

For the first six months of 2006, MAXXAM reported a net loss of
$21.4 million, compared to a net loss of $23.8 million for the
same period of 2005.  Net sales for the first six months of 2006
were $143.7 million, compared to $170.2 million for the first six
months of 2005.

MAXXAM reported operating income of $2 million for the second
quarter of 2006 and $8.3 million for the first six months of 2006,
compared to operating income of $6.5 million and $9.3 million for
the comparable periods in 2005.

                    Forest Products Operations

Net sales for the Company's forest products operations decreased
to $33.8 million for the second quarter of 2006, as compared to
$46.9 million for the second quarter of 2005.  The $13.1 million
decrease in net sales was due to a decline in lumber shipments as
a result of a lower log supply from Scotia Pacific Company LLC
(ScoPac) and an increase in the volume of lumber placed into the
Pacific Lumber Company's (Palco) redwood lumber drying program
during the second quarter of 2006, as compared to the same period
in 2005.  The lower log supply from ScoPac was due to adverse
weather conditions in early 2006 and harvest restrictions.

The forest products segment generated operating income of $0.1
million for the second quarter of 2006 and an operating loss of
$5.4 million for the six months ended June 30, 2006.

                      Real Estate Operations

Net sales and operating income for the Company's real estate
operations for the second quarter of 2006 decreased by $10.9
million and $7.5 million, respectively, as compared to the same
period in 2005, primarily due to a substantial reduction in the
number of lots sold at the Company's Fountain Hills development,
partially offset by increased lot sales at the Company's Mirada
development.

                        Racing Operations

Net sales for the Company's racing operations improved $300,000
for the second quarter of 2006, as compared to the same period in
2005, due primarily to higher simulcast wagering levels.

Racing operations' operating losses increased $700,000 for the
second quarter of 2006, as compared to the same period in 2005,
principally due to expenditures related to the Company's efforts
to obtain an additional racing license in Laredo, Texas.

                            Corporate

The Corporate segment's operating losses represent general and
administrative expenses that are not specifically attributable to
the Company's operating segments, including stock-based
compensation expense.  The Corporate segment's operating losses
improved $500,000 for the second quarter of 2006 as compared to
the same period in 2005, primarily due to cost cutting
initiatives.

Consolidated investment, interest and other income decreased to
$2.3 million for the second quarter of 2006, as compared to $4.3
million for the second quarter of 2005, due to lower levels of
investments and a decrease in income from equity method
investments.

During the second quarter of 2006, the Company purchased 707,285
shares of its Common Stock for an aggregate cost of $22.4 million.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?fa3

                  Palco - Scopac Liquidity Update

The Company reported in its quarterly report on Form 10-Q filed
with the Securities and Exchange Commission that the cash flows of
Palco and ScoPac, indirect subsidiaries of the Company, have been
materially adversely affected by the ongoing regulatory,
environmental and litigation matters faced by Palco and ScoPac,
and as a consequence, additional liquidity was required at both
Palco and ScoPac to fund expected liquidity shortfalls.

On July 18, 2006, Palco and Britt Lumber Co., Inc., as borrowers,
closed on a new five-year $85 million secured term loan and a new
five-year $60 million secured asset-based revolving credit
facility.  The Term Loan was fully funded at closing.

The borrowers used approximately $34 million of the Term Loan
funds to pay off the borrowers' existing term loan and
$22.5 million of the Term Loan funds to pay off the borrowers'
existing revolving credit facility and cash collateralize existing
letters of credit.  The borrowers have not made any borrowings
under the Revolving Credit Facility to date, although they
currently have availability in excess of $20 million.

On the Timber Notes payment date of July 20, 2006, ScoPac used its
existing cash resources, all of the remaining funds available
under its line of credit, the additional funds made available from
proceeds from land sales of $10.2 million, a $3.7 million
timber/log purchase by MGI and a $2.1 million early log payment by
Palco, to pay all of the $27.1 million of interest due ($25.4
million net of interest due in respect of Timber Notes held in the
SAR Account).

ScoPac also repaid $10 million of principal on the Timber Notes
($6.2 million net of principal in respect of Timber Notes held in
the SAR Account) using funds held in the SAR Account.  As
previously announced, ScoPac expects to incur substantial interest
shortfalls over at least the next several years.

                         Kaiser Emergence

On July 6, 2006, Kaiser Aluminum Corporation emerged from Chapter
11 bankruptcy and the Company's Kaiser common shares were
cancelled without consideration or obligation.  The Company
expects to reverse the $516.2 million of losses in excess of its
investment in Kaiser, net of accumulated other comprehensive
losses of $85.3 million related to Kaiser, and expects to
recognize the net amount, including the related tax effects in the
consolidated financial statements in the third quarter of 2006.

Headquartered in Houston, Texas, MAXXAM Inc. (AMEX: MXM) operates
businesses ranging from aluminum and timber products to real
estate and horse racing.  MAXXAM's top revenue source is Kaiser
Aluminum, which has been in Chapter 11 bankruptcy since 2002.
MAXXAM's timber subsidiary, Pacific Lumber, owns about 205,000
acres of old-growth redwood and Douglas fir timberlands in
Humboldt County, California.  MAXXAM's real estate interests
include commercial and residential properties in Arizona,
California, Texas, and Puerto Rico.  The Company also owns the Sam
Houston Race Park, a horseracing track near Houston.  Its Chairman
and CEO, Charles Hurwitz, controls 77% of MAXXAM.


MERITAGE HOMES: Board Authorize $100 Million Stock Repurchase
-------------------------------------------------------------
The board of directors of Meritage Homes Corporation authorized
the Company to repurchase an additional $100 million of Meritage
Homes common stock.  The Company had $34 million remaining under
its existing $100 million repurchase authorization, originally
reported on Feb. 21, 2006.  As increased, the total authorized for
repurchase of Meritage stock was approximately $134 million as of
Aug. 9, 2006.

"We have actively repurchased our stock over the last twelve
months, reducing our outstanding shares by about 7% while
simultaneously improving our net-debt-to-capital ratio to a
moderate 42%," said Steven J. Hilton, Meritage chairman and chief
executive officer.  "This authorization gives us additional
flexibility to repurchase stock at attractive levels, which can
benefit our stockholders by reducing the base on which earnings
and book value per share are calculated.  We believe share
repurchases can be a prudent use of capital in the current
environment."

The new authorization allows Meritage to purchase its common
shares subject to applicable securities laws, in open market or
privately negotiated transactions, based on market conditions and
other factors.  Shares repurchased are held as treasury shares and
may be used in connection with stock option or other incentive
plans, or in future financings.

Meritage had approximately 26.1 million shares of common stock
issued and outstanding as of Aug. 3, 2006.

                   About Meritage Homes Corp.

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

                         *     *     *

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


METALDYNE CORP: Moody's Junks $400 Million Senior Notes' Rating
---------------------------------------------------------------
Moody's Investors Service lowered the ratings for Metaldyne
Corporation -- Corporate Family, to Caa1 from B3; guaranteed
senior unsecured notes, to Caa2 from Caa1; guaranteed senior
subordinated notes, to Caa3 from Caa2.

At the same time Moody affirmed the B3 ratings of the guaranteed
senior secured credit facility and assigned B3 ratings to the
company's extended senior secured revolving credit facility and
new synthetic letter of credit facility.  The lowered ratings
reflect the challenging industry conditions of rising commodity
prices, and declining OEM production levels, which have resulted
in Metaldyne's weak credit metrics.

For the last twelve months ending July 2, 2006, Debt was 7.2x
and EBIT interest was 0.6x.  The automotive supplier industry is
expected to continue to experience pressures from announced
production volume decreases from US OEMs for the second half
of 2006, limiting the prospects for any meaningful near term
improvement in financial metrics.

Despite these challenging conditions, the outlook is stable for
the Caa1 rating.  The company maintains adequate liquidity of
approximately $126 million under its revolving credit and
securitization facilities which provides a degree of financial
flexibility until operating performance improves.

The notching of the senior secured credit facilities favorably
reflects the relative strength of the collateral coverage for
the committed amount of the facilities.  While the senior secured
facilities exhibit some coverage deficiency under the domestic
assets, conservative enterprise values for the consolidated
company support full coverage of the senior secured credit
facilities.

The company continues make progress in addressing deficiencies in
internal controls that were identified through independent
investigation by the company's auditors.  It is the company's goal
to satisfy Section 404 requirements of the Sarbanes-Oxley Act for
its fiscal year ending December 30, 2007.

These ratings were lowered:

Metaldyne Corporation:

   * Corporate Family Rating to Caa1 from B3;

   * $150 million of 10% guaranteed senior unsecured notes due
     November 2013, to Caa2 from Caa1

   * $250 million of 11% guaranteed senior subordinated notes due
     June 2012, to Caa3 from Caa2;

These ratings were affirmed:

   * B3 rating for Metaldyne LLC's guaranteed senior secured
     credit facilities, consisting of:

   * $400 million guaranteed senior secured tranche D term loans
     due December 2009;

These ratings were assigned:

   * B3 rating for the extended $200 million guaranteed senior
     secured revolving credit facility due August 2011,

   * B3 rating for the new $100 million Synthetic L/C Facility
     due August 2011.

These rating will be withdrawn upon its refinancing:

   * B3 rating for the $200 million guaranteed senior secured
     revolving credit facility due May 2007;

The last rating action was on May 18, 2005 when the ratings were
lowered.

Metaldyne Corporation, headquartered in Plymouth, Michigan, is a
manufacturer of highly engineered products for the global light
vehicle market.  Metaldyne designs, engineers and assembles metal-
formed and engineered products used in transmissions, engines and
chassis of vehicles.  The company's annual revenues currently
approximate $1.9 billion.  Ownership of Metaldyne is controlled by
private equity sponsor Heartland Industrial Partners LP.


MILLS CORP: To Sell Stake in Mills to Ivanhoe Cambridge for $981MM
------------------------------------------------------------------
The Mills Corporation signed a binding letter of intent to sell
its interest in Vaughan Mills in Ontario, Canada, St. Enoch Centre
in Glasgow, Scotland and Madrid Xanadu in Madrid, Spain to Ivanhoe
Cambridge, Inc. for $981 million, before transaction costs.

The agreement, which is subject to final approval of both firms'
boards of directors and other conditions, could close as soon as
Aug. 31, 2006 for St. Enoch Centre and Vaughan Mills, and as soon
as Sept. 30, 2006 for Madrid Xanadu.

The Mills and Ivanhoe each currently own 50% of Vaughan Mills and
St. Enoch Centre.  Madrid Xanadu is wholly owned by The Mills.
Madrid Xanadu opened in May 2003, Vaughan Mills opened in November
2004, and St. Enoch Centre was jointly acquired by The Mills and
Ivanhoe Cambridge in February 2005.  The Company expects to
realize net proceeds of approximately $500 million after paying
its proportionate share of costs associated with the projects and
the transfer of assets, including amounts to complete ongoing work
at Vaughan Mills and Madrid Xanadu, and less assumed debt.  The
transaction values the three centers at $1.5 billion.

The Mills plans to apply proceeds from the sale to pay down a
portion of its Senior Term Loan with Goldman Sachs Mortgage
Company as Administrative Agent.  The consent of lenders under the
Senior Term Loan is required to close the sale and The Mills is in
the process of seeking the consent.

                        Ivanhoe Cambridge

Headquartered in Montreal, Quebec, Canada, Ivanhoe Cambridge, Inc.
-- http://www.ivanhoecambridge.com/-- owns, manages, develops and
invests Canadian real estate properties.  The Company focuses on
high-quality shopping centres located in urban areas.  Beyond its
strong Canada-wide presence, the Company is also active in the
United States, Asia and Europe -- where it partners with real
estate entities.  Its real estate portfolio consists of more than
43.2 million square feet of retail space and includes over 65
regional and super-regional shopping centres.

                    About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages
retail destinations including regional shopping malls, market
dominant retail and entertainment centers, and international
retail and leisure destinations.  The Company owns 42 properties
in the U.S., Canada and Europe, totaling 51 million square feet.
In addition, The Mills has various projects in development,
redevelopment or under construction around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.

The SEC initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly-owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.


MIRANT CORP: Drops Plan to Close Two Calif. Power Generation Units
------------------------------------------------------------------
Mirant Corporation will continue the operation of its two power
generation plants in San Francisco, California, after Pacific Gas
& Electric Company agreed to buy electricity produced by Mirant's
natural gas-fired Pittsburg and Contra Costa power plants,
according to Bloomberg News.

Early in May this year, Mirant notified the California Public
Utilities Commission and the California Independent System
Operator of its intention to cease operation of its Pittsburg 7
and Contra Costa 6 units because it was not able to secure
reliability compensation for the plants.

The contracts, Bloomberg says, will help PG&E meet the demand of
power supply due to the heat storm that struck California.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MIRANT CORP: Bids for Phil. Facilities Must be in by Month-End
--------------------------------------------------------------
Interested buyers of Mirant Corporation's generation facilities
located in the Philippines have until the end of August to submit
indicative bids, with binding bids due by the end of the year,
Reuters reports.

Potential bidders have received a short sale document of the
asset released by the Company, Charlie Zhu of Reuters says.

Japanese conglomerate Marubeni Corp. has confirmed that it is
bidding for the Philippine assets, according to Bloomberg News.

As previously reported, several parties have expressed their
interests to purchase the Philippine units, including The AIG
Group, Mitsubishi Corp., China Light and Power, Korea Electric
Power, Tokyo Electric, Kyushu Electric, and One Energy.

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MIRANT CORP: Court Approves $520-Million Settlement with PEPCO
--------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas approves the settlement agreements
among Reorganized Mirant Corp. and its debtor-affiliates, Potomac
Electric Power Company and Southern Maryland Electric Cooperative,
Inc., and overrules the objection filed by certain Class 3 Claim
Holders.

In a 30-page Memorandum Opinion, Judge Lynn says he finds the
$520,000,000 settlement amount to be reasonable given:

    * the potential magnitude of claim underlying the Back-to-Back
      Agreement;

    * the uncertainties that could arise from further litigation
      over rejection of the BTB or the Asset Purchase and Sale
      Agreement; and

    * the facial appeal of the additional claims asserted by
      PEPCO.

At the July 5, 2006, hearing, the Court, with the assistance of
Peter Schaulb, a manager at PEPCO, calculated that the claim to
which PEPCO would be entitled by reason of rejection of the Back-
to-Back would approximately total $450,000,000, considering the
interest from commencement of the case up to May 31, 2006, the
date of rejection.

Quantification of the BTB claim is based on discounting projected
losses over the remaining life of the BTB to present value at a
rate of approximately 8%.

The Court notes that PEPCO asserts additional claims for more
than $70,000,000.  Judge Lynn says PEPCO may be entitled to
professional fees for which it has made no claim.

In addition, contrary to the Claim Holders' assertion, rejection
of the BTB and satisfaction of PEPCO's Claim pursuant to the
Settlement provides for tax benefits to Mirant, Judge Lynn points
out.

It is not true that PEPCO's treatment is better, the Court adds.
If PEPCO were to receive treatment as provided in the Plan,
Mirant would:

    -- have distributed to it 22,297,600 of common shares; and

    -- be entitled to a share in litigation proceeds pursuant to
       Plan.

Under the Settlement, however, PEPCO will receive no
distributions pursuant to Plan, the Court notes.  As of July 19,
2006, Mirant's stock is trading at $26.64 per share.  Hence,
Judge Lynn says, far fewer shares, less than 20,000,000, are
necessary to satisfy PEPCO's $450,000,000 claim under the
Settlement.

"[I]t is clearly reasonable that management, as part of the
Debtors' reorganization, should want to convert the substantial,
uncertain future liabilities associated with the [Back-to-Back
Agreement] into a claim satisfied largely through the issuance of
Mirant's stock," Judge Lynn notes.

Judge Lynn finds that the Settlement is a product of arm's-length
bargaining, and Mirant's decision to negotiate and enter into the
Settlement clearly was not taken lightly.

The Court also finds that the assumption of the Facility and
Capacity Credit Agreement is appropriate.  The assumption of the
FCC is an integral part of the Settlement.  If the FCC is not
assumed, the Settlement cannot go forward, Judge Lynn says.

The Court further points out that the Settlement is
"unfortunately structured so that it may unduly encourage the
Claim Holders to appeal the decision."

Since the Settlement requires that the order approving it be
final prior to its implementation, Judge Lynn authorizes the
parties to waive, at will and in their sole discretion, "the
necessity to implementation of a final order approving the
Settlement [sic]."

A full-text copy of Judge Lynn's Memorandum Opinion is available
for free at http://ResearchArchives.com/t/s?fb5

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service --
http://bankrupt.com/newsstand/-- Inc., 215/945-7000,
http://bankrupt.com/newsstand/))

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


NBTY INC: To Acquire Zila Nutraceuticals for $40 Million in Cash
----------------------------------------------------------------
NBTY, Inc. entered into a contract to acquire Zila Nutraceuticals,
Inc., manufacturer and marketer of the Ester-C(R) nutritional
supplement brand.  Zila Nutraceuticals is a business unit of Zila,
Inc.

NBTY will purchase the stock of Zila Nutraceuticals Inc. for
approximately $40 million in cash, including up to a $3 million
contingent payment which is based upon EBITDA performance. The
transaction, which is subject to the approval of Zila, Inc.
shareholders, is expected to close by October 2006.

Zila Nutraceuticals had $18 million in net revenue for the nine
months ended April 30, 2006.

"The acquisition of Ester-C(R) expands our broad array of superior
quality products with a well-recognized brand having strong
consumer appeal," NBTY Chairman and CEO, Scott Rudolph, said.
"Ester-C(R) is known throughout multiple markets including health
food stores and mass market retailers and its acquisition
represents an opportunity for NBTY to enhance its presence in key
markets."

                         About Zila Inc.

Headquartered in Phoenix, Arizona, Zila, Inc. (Nasdaq:  ZILA) --
http://www.zila.com/-- provides quality healthcare products
worldwide.

                           About NBTY

Headquartered in Bohemia, New York, NBTY, Inc. (NYSE: NTY) --
http://www.NBTY.com/-- manufactures, markets and distributes
nutritional supplements in the United States and throughout the
world.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Standard & Poor's Ratings Services raised its bank loan rating for
NBTY Inc., to 'BB+' from 'BB', and raised the recovery rating to
'1' from '2'.  At the same time, Standard & Poor's revised its
outlook to stable from negative and affirmed the 'BB' corporate
credit rating and all other ratings on NBTY.

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


NEOMEDIA TECHNOLOGIES: Earns $4.9 Mil. in Second Quarter of 2006
----------------------------------------------------------------
NeoMedia Technologies, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 9, 2006.

The Company reported net income of $4.927 million on
$6.606 million of total net sales for the second quarter ended
June 30, 2006, compared with a $2.389 million net loss on
$538,000 of total net sales for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$89.091 million in total assets, $30.291 million in total
current liabilities, $2.327 million in preferred stock, and
$56.473 million in total stockholders' equity.

                         Mobot Acquisition

On Feb. 9, 2006, NeoMedia and Mobot -- http://www.mobot.com/--  
signed a definitive merger agreement, under which NeoMedia
acquired all of the outstanding shares of Mobot in exchange for
$3,500,000 cash and 16,931,493 shares of NeoMedia common stock
(2,604,845 of which are being held in escrow for a period of one
year from the closing date for the purpose of securing the
indemnification obligations outlined in the purchase agreement).

On Feb. 17, 2006, NeoMedia and Mobot completed the closing
requirements and the acquisition became effective.  Pursuant to
the terms of the merger agreement, the number of shares of
NeoMedia common stock to be issued as stock consideration was
calculated using a share price of $0.3839, which was the volume-
weighted average closing price of NeoMedia common stock for the 10
days up to and including Feb. 8, 2006.

In the event that NeoMedia's stock price (at the time the
consideration shares are saleable) is less than $0.3839, NeoMedia
is obligated to compensate Mobot shareholders in cash for the
difference between the price at the time the shares become
saleable and $0.3839.

Assuming a stock price at the time the shares become saleable of
$0.165, which was the last sale price on July 21, 2006, NeoMedia
would have a cash liability of $3.7 million resulting from this
clause.

In addition to cash and stock, at closing NeoMedia forgave notes
payable totaling $1,500,000 due from Mobot.

                        Going Concern Doubt

Stonefield Josephson, Inc., in Irvine, Calif., raised substantial
doubt about NeoMedia Technologies, 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 operating losses, negative cash flows
from operations, and working capital deficit.

                    About NeoMedia Technologies

Based in Fort Myers, Fla., NeoMedia Technologies, Inc., develops
proprietary technologies that link physical information and
objects to the Internet marketed under the PaperClick(R) brand
name.  NeoMedia has also developed an extensive patent portfolio
covering convergence of the physical world and the Internet.


OWENS CORNING: Bondholders Agrees to Toll Action Against Banks
--------------------------------------------------------------
As previously reported, representatives of all major
constituencies in the chapter 11 cases of Owens Corning and its
debtor-affiliates, including the Debtors, the Steering Committee
of Bank Holders, members of the Official Committee of Unsecured
Creditors who represent bondholder and trade creditor
constituencies, the Asbestos Claimants' Committee, the Future
Claimants' Representative, the Ad Hoc Equity Holders' Committee,
and the Ad Hoc Bondholders' Committee, executed a Settlement Term
Sheet outlining the agreed upon terms of a revised plan of
reorganization, including the summary of treatment to be provided
to the various classes of creditors.  The major parties-in-
interest, except the Steering Committee, entered into a related
Plan Support Agreement and Equity Commitment Agreement.

The Term Sheet provisions were incorporated in the Sixth Amended
Joint Plan of Reorganization and accompanying Disclosure
Statement filed with the Court in June 2006.

At the Court's direction, and in light of the parties' agreement
on the terms of a consensual plan, the Official Bondholder/Trade
Creditor Representatives stipulate with:

   (1) IPM, Inc., Vytec Corporation and Owens-Corning Fiberglass
       Sweden, Inc.; and

   (2) Credit Suisse, Cayman Islands Branch, individually and in
       its capacity as agent for the Debtors' bank lenders, and
       several other banks,

to toll and stay certain adversary proceedings, including all
currently pending motions and matters.

The Official Representatives are engaged in various activities
relating to two pending adversary proceedings:

   1. Adversary Proceeding No. 02-05829 commenced by the Debtors
      and certain of its non-debtor affiliates on October 3,
      2002, seeking to avoid as fraudulent conveyances their
      obligations as subsidiary guarantors under a credit
      agreement with the Banks; and

   2. Adversary Proceeding No. 02-05829 commenced by the Official
      Representatives on January 6, 2006, seeking to equitably
      subordinate the Banks' claims and to pierce the corporate
      veil of certain of Owens Corning's non-debtor subsidiaries.

The Banks have (i) sought dismissal of the equitable
subordination actions and (ii) objected to the Bondholders'
request for standing to pursue the fraudulent conveyance claims.
The Banks noted that the actions go to the heart of their
recovery on their claims against the Debtors.

The parties agree to toll and stay the actions so long as
confirmation proceedings related to the Sixth Amended Plan remain
pending.  If the Plan becomes effective, the actions and related
matters will be dismissed, with prejudice.  Any statutes of
limitations applicable to any additional claims or causes of
action between the parties are tolled through the stay period.

The Stipulation does not reinstate any claim or cause of action
that has been barred for any reason on or before May 10, 2006.

All plaintiffs and defendants who have entered an appearance in
the Litigation, except Dexia Bank, consent to the Stipulation.

Due to logistical problems contacting persons at Dexia Bank
responsible for consenting to the Stipulation, Dexia Bank has not
yet indicated whether it consents.  Neither Dexia Bank nor those
Defendants that have not entered their appearances in the
Litigation will be prejudiced by the Stipulation.

A list of the Settling Defendants is available at no charge at
http://ResearchArchives.com/t/s?f99

Defendants that have not entered their appearances are:

     * Bankers Trust Company n/k/a Deutsche Bank Trust Company
       Americas;

     * CIC-Union Europeenne;

     * Mainstay Funds;

     * Oaktree Capital Management LLC; and

     * STB Delaware Funding Trust I

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


OWENS CORNING: Objects to Roger Bell's Infringement Claim
---------------------------------------------------------
Roger D. Bell worked as a technical writer and as marketing
communications supervisor/manager for Owens Corning from February
1972 through October 1986.  After 1986, Owens Corning
periodically engaged Mr. Bell through his consulting firm, Bell &
Associates, to assist in developing and revising works pertaining
to certain Owens Corning's marketing materials.

Mr. Bell alleges that between November 1998 and June 2000, he
registered or applied to register copyrights in 17 of the
brochures, technical pieces, illustrations and photography he did
for Owens Corning with the U.S. Copyright Office.  He claims to
be the sole proprietor of all right, title and interest in and to
the Copyrights.

In August 2000, Mr. Bell filed a complaint in the U.S. District
Court for the Northern District of Ohio, alleging that Owens
Corning and other parties infringed on his Copyrights.  The
action has been stayed.

Mr. Bell also filed a claim in February 2002, asserting a
contingent, unliquidated claim for "not less than $800,000."

The Debtors deny any liability to Mr. Bell under the Copyright
Act or any applicable law.  Accordingly, the Debtors ask Judge
Fitzgerald to disallow and expunge the claim.

The Debtors contend that Mr. Bell cannot prove ownership of valid
copyright in his works.  Mr. Bell's works were created while he
was an Owens Corning employee, hence, those works are deemed
"works made for hire" and copyright vests with Owens Corning.

Moreover, the Debtors assert that they have a valid license to
exploit Mr. Bell's Works.  The Works are "derivative works" of
prior copyrighted works validly owned by the Debtors, and Mr.
Bell's registration of the Works is procedurally defective.  Mr.
Bell was also a paid consultant.  Therefore, Owens Corning has a
paid-up license to exploit his works in a manner consistent with
the company's prior use of similar works.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 136; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PARMALAT USA: Court Denies Reinstatement of Minguito's Claim
------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York denied the request of the decedent's
estate of Benjamin Minguito to reconsider and vacate the order
expunging its Claim No. 614 as against Farmland Dairies, LLC.

The Court declared that Claim No. 614 may be asserted to enable
the Minguito Estate to recover any available insurance proceeds
from insurance policies maintained by the Debtors at the time of
the accident.

Except for the right to seek and recover the insurance proceeds,
as may be available, Claim No. 614 is and remains disallowed and
expunged, and the Minguito Estate is not permitted to assert any
other recovery pursuant to the Claim.

The Minguito Estate's Claim No. 614 asserted unliquidated amount
for personal injury or wrongful death, contending that under
Section 502(a) of the Bankruptcy Code, the claim is presumed
allowable.

The Debtors objected to the claim arguing that the Farmland Trust
had been operating for many months on the belief that the ongoing
personal injury or wrongful death proceedings in the state court
are fundamentally irrelevant.

In addition, the Debtors argued that granting the request would
also encourage holders of disallowed claims to flood the Court
with similar motions.

                          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: Carmen Green Wants Stay Lifted to Pursue Lawsuit
--------------------------------------------------------------
Carmen Green asks the U.S. Bankruptcy Court for the Southern
District of New York to vacate the automatic stay so she
may pursue a lawsuit in the New Jersey Superior Court.

Ms. Green sued, among others, Sunnydale Farms, a business unit of
Farmland Dairies, LLC, for damages as a result of personal
injuries she sustained from a 2002 accident involving a vehicle
owned by Sunnydale.

According to Frank A. Tobias, Esq., at Tobias & Kaplan, in Perth
Amboy, New Jersey, Sunnydale was insured through a Lubermen's
Mutual Casualty Company policy, which was in effect and provided
coverage for the loss at the time of the accident.

Ms. Green believes that the automobile liability insurance
coverage for the claim is sufficient to cover the damages for her
sustained injury.  Thus, Ms. Green will not seek collection of
amounts in excess of that provided by the insurance policy.

Ms. Green also assures the Debtors that she will not pursue their
estate for additional compensation.

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: Earns $42.7 Million in Second Quarter Ended June 30
------------------------------------------------------------------
Penn National Gaming, Inc., earned $42.7 million of net income on
$537.8 million of net revenues for the three months ended June 30,
2006, compared to $12.1 million of net income on $296.2 million of
net revenues in 2005, the Company disclosed in a Form 10-Q filing
delivered to the Securities and Exchange Commission on Aug. 9,
2006.

Commenting on the financial results, Peter M. Carlino, Chairman
and Chief Executive Officer of Penn National said, "Penn
National's record 2006 second quarter operating results exceeded
the Company's financial guidance for the period as we benefited
from the successful integration of the five Argosy Gaming
properties -- including year-over-year EBITDA improvements at the
four largest acquired properties -- and 'same property' EBITDA
gains at five of the six other Penn National casinos. In addition,
Hollywood Slots at Bangor's EBITDA contribution improved 27% over
the first quarter of 2006."

"Following last year's hurricane damage, Penn National's Boomtown
Biloxi facility re-opened late in the second quarter with a re-
modeled interior, approximately 1,100 new slots, 22 table games
and a 350-seat buffet.  We are delighted that, through the efforts
of our redevelopment teams, the property re-opened ahead of
schedule and to a strong response from local patrons.  In early
September, Boomtown will open its pier-based expansion with 400
additional slot machines and a full service restaurant.  We are
now focused on finishing renovations at our Bay St. Louis,
Mississippi casino, which will be re-named Hollywood Casino Bay
St. Louis upon re-opening in the fall.  We'll initially re-launch
this property as a 30,000 square foot temporary casino in the
property's former hotel lobby, which we plan to replace with a
permanent land-based casino.  In addition, the damaged areas of
the existing 290-room hotel tower are being completely
refurbished.  Upon opening, Hollywood Casino Bay St. Louis will
initially feature approximately 20 table games and approximately
850 slot machines, with room to expand to 1,270 slots."

"In addition to near-term growth to be realized from the re-
openings, there have been several recent developments related to
our pipeline of expansion and development opportunities, including
Argosy Casino Lawrenceburg's casino and parking project; the
Hollywood Casino at Penn National; the temporary and permanent
facilities at Hollywood Slots at Bangor; Charles Town's casino,
parking and food and beverage expansions; and, the hotel at Argosy
Casino Riverside."

"While Argosy Casino Lawrenceburg recorded a year-over-year EBITDA
gain, the property remains capacity constrained and is adversely
impacted by its current three-tier layout.  We have increased the
budget for the new two-level Lawrenceburg barge by approximately
17% to $310 million, which reflects the current environment for
construction and materials costs and enables us to add 400
additional gaming positions, including a 30-table poker room,
which were not contemplated in the original budget."

"Late in the second quarter, the Pennsylvania Gaming Control Board
licensed 12 slot distributors in the state, and the Chairman of
the PGCB has indicated that conditional Category 1 licenses should
be issued by the end of September.  We will begin construction on
the integrated racing and slots facility at Penn National Race
Course this August.  Given that nearly two years have elapsed
since the facility's initial plans were conceived, the
construction budget has been increased by 18% to $310 million.
The increased budget reflects a rise in construction and materials
costs during this time and a refinement of our development plans.
We remain highly confident that Hollywood Casino at Penn National
will prove to be an exciting entertainment destination for
patrons, while delivering excellent returns for our shareholders."

"With growing patronage and play, the Hollywood Slots at Bangor
temporary facility is generating strong annualized EBITDA returns
and we continue to advance plans to build a permanent facility in
the market.  During the second quarter, the Bangor City Council
approved a series of agreements that pave the way for the
development of a permanent Bangor slot site including a parking
garage, restaurants and retail space.  Construction on the
facility, which will open with 1,000 slots and have capacity for
1,500 gaming machines, is planned to commence in early 2007,
subject to securing one remaining leaseholder agreement.  The
construction budget has been increased by $19 million to $90
million, which reflects increased construction costs and a
refinement of our development plans."

"On the legislative front the state of Illinois passed House Bill
1918 effective May 26 which singled out four casinos for a 3% tax
surcharge to subsidize local horse racing interests.  As such,
second quarter 2006 results were impacted by this higher gaming
tax, which amounted to $1.5 million during the period, and we will
continue to pay this tax in upcoming periods.  Prior to the
passage of this law, questions were raised regarding its
constitutionality.  After it was enacted, Empress Casino Hotel and
Hollywood Casino Aurora joined with the two other riverboats
affected by the law (Harrah's Joliet and the Grand Victoria Casino
in Elgin) and filed suit asking the Court to declare the law
unconstitutional.  The State agreed to the entry of an order that
establishes a protest fund for all of the surcharge payments and
enjoins the Treasurer from making any payments out of that fund
pending the final outcome of the litigation.  Should the casinos
prevail with their challenge, the incremental taxes paid under
protest would be refunded.  We anticipate a long process before a
resolution to this matter can be reached."

"In Ohio, as the owner of Raceway Park in Toledo, Penn National
Gaming continues to provide support for a proposed constitutional
amendment that would establish a tuition grant program for Ohio
students to attend public or private colleges in the state.  This
program would generate nearly $1 billion per year in college
scholarships while an additional $200 million per year would be
earmarked to local governments for attracting new business and
jobs, by allowing slot machines at the state's seven racetracks
and two locations in downtown Cleveland.  The state's three major
horsemen's groups including the Ohio Harness Horsemen's
Association, the Ohio Horsemen's Benevolent and Protective
Association, and the Ohio Thoroughbred Breeders and Owners have
all voted to support the amendment.  The Learn and Earn Committee
has now collected over 600,000 signatures ahead of the Aug. 9,
2006 deadline to qualify the initiative for the ballot in
November."

"With the benefit of acquisition integration and synergies,
organic growth and the resumption of operations at our Gulf Coast
properties, Penn National will continue to deliver outstanding
financial growth in 2006 and beyond.  It should be noted that the
earnings growth anticipated in the third quarter and revised full
year guidance is inclusive of the Illinois tax increase, which
alone amounts to approximately $8 million in the second half of
2006, as well as increased insurance costs related to windstorm
and flood coverage.  In addition, with a strong base of existing
operations, a diversified, staggered development pipeline with an
emphasis on strong returns on invested capital, we have a visible
growth trajectory for several years.  Finally, we continue to
regularly evaluate acquisition opportunities in the gaming
industry, including destination markets, where we can expand our
operating base while generating attractive returns that will bring
value to our shareholders."

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fa9

Penn National Gaming, Inc. -- 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 OCTANE: Amends and Restates Lease Agreement with Seadrift
--------------------------------------------------------------
Penn Octane Corporation and Seadrift Pipeline Corporation, a
subsidiary of The Dow Chemical Company, entered into an amended
and restated lease agreement for the Ella-Brownsville pipeline.

The pipeline runs approximately 132 miles from Exxon Mobil
Corporation's King Ranch Gas Plant to the Company's Brownsville
terminal facility.  The Amended Lease will expire on
December 31, 2013.

The Amended Lease provides that, the Company will have the
exclusive right to transport materials through the Ella-
Brownsville pipeline, and Seadrift will no longer have certain
rights to utilize the pipeline for its own purposes.  In addition,
the Company will no longer be required to make minimum payments
for propane storage in Markham, Texas and will no longer have
access to the storage.  The Company will also no longer have
access to the Ella-Seadrift pipeline.

The Company disclosed that it has agreed to indemnify Seadrift for
environmental liabilities, including claims relating to the
condition of the leased property and any environmental remediation
costs, arising after September 1, 1993.  Seadrift has agreed to
indemnify the Company for similar environmental liabilities
arising before September 1, 1993.

The Company's lease payments will now be a fixed annual amount of
$1.6 million.

Headquartered in Palm Desert, California, Penn Octane Corporation
(NASDAQ:POCC) -- http://www.pennoctane.com/-- formerly known as
International Energy Development Corporation buys, transports and
sells liquefied petroleum gas for distribution in northeast
Mexico, and resells gasoline and diesel fuel.  The Company has a
long-term lease agreement for approximately 132 miles of pipeline,
which connects ExxonMobil Corporation's King Ranch Gas Plant in
Kleberg County, Texas and Duke Energy's La Gloria Gas Plant in Jim
Wells County, Texas, to the Company's Brownsville Terminal
Facility.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 4, 2006,
Burton McCumber & Cortez, L.L.P., Brownsville, Texas, raised
substantial doubt about the ability of Penn Octane Corporation to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended
Dec. 31, 2005.

Burton McCumber pointed to the Company's insufficient cash flow to
pay its obligations when due, inability to obtain additional
financing because substantially all of the Company's assets are
pledged or committed to be pledged as collateral on existing debt,
existing credit facility may be insufficient to finance its
liquefied petroleum gas and Fuel Sales Business, and working
capital deficiency.


PLIANT CORP: Enters into Registration Rights Agreement
------------------------------------------------------
As contemplated in its Plan or Reorganization, on July 18, 2006,
Pliant Corporation entered into a Registration Rights Agreement
that is binding on all parties receiving shares of the company's
Series AA Redeemable Preferred Stock, $0.01 par value per share.

Joseph Kwederis, senior vice president and chief financial
officer of Pliant Corp., relates that the Registration Rights
Agreement requires the company to take all actions reasonably
required to permit the Series AA Preferred Stock to be quoted on
the NASDAQ OTC Bulletin Board as soon as practicable after the
Plan's Effective Date.

The Registration Rights Agreement provides that at any time after
nine months and prior to the second anniversary of the Plan's
Effective Date, certain holders of the Series AA Preferred Stock
can require New Pliant to register an underwritten public
offering of the Series AA Preferred Stock.

A full-text copy of the Registration Rights Agreement is
available for free at http://ResearchArchives.com/t/s?f9c

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PLIANT CORP: Inks Indenture Supplement to Up Interest on Sr. Notes
------------------------------------------------------------------
On July 18, 2006, Pliant Corporation entered into a First
Supplemental Indenture with respect to the Amended and Restated
Indenture dated as of May 6, 2005, among itself, certain of its
subsidiaries and Wilmington Trust Company, as trustee, with
respect to the company's 11-5/8% Senior Secured Notes due 2009
and 11-1/8% Senior Secured Discount Notes due 2009.

Joseph Kwederis, senior vice president and chief financial
officer of Pliant, discloses that the Amended and Restated
Indenture was amended to increase the interest rate by 0.225%
with respect to the Senior Secured Notes, which additional
interest will accrue as payment-in-kind interest.  As a result,
effective July 18, 2006, the interest rates on the 11-5/8% Senior
Secured Notes was increased to 11.85% per annum and the interest
rate on the 11-1/8% Senior Secured Discount Notes was increased
to 11.35% per annum, Mr. Kwederis relates

Pursuant to the Amended and Restated Indenture, the consent of
the holders of the Senior Secured Notes was not required in
connection with the execution of the First Supplemental
Indenture, Mr. Kwederis clarifies.

A full-text copy of the First Supplemental Indenture on the
Secured Notes due 2009 is available for free
http://ResearchArchives.com/t/s?f9b

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


POPE & TALBOT: Incurs $14.508 Million Net Loss in Second Quarter
----------------------------------------------------------------
Pope & Talbot, Inc., incurred a $14.508 million net loss on
$213.561 million of net revenues during the second quarter
ending June 30, 2006, the Company disclosed in a Form 10-Q
filing delivered to the Securities and Exchange Commission on
Aug. 3, 2006.

As of June 30, 2006, the Company's balance sheet showed assets
amounting to $675.773 million and liabilities totaling
$581.444 million.  As of June 30, 2006, the Company's equity
narrowed to $94.329 million from $112.032 million equity at
Dec. 31, 2005.

                 Liquidity and Capital Resources

On June 28, 2006, the Company entered into a new $325 million
credit agreement and borrowed $250 million under the new
facilities to terminate and repay all outstanding borrowings under
its prior Canadian and U.S. revolving credit facilities, its
Halsey pulp mill lease financings, and its receivable sales
arrangement.  The Company recorded a $4.9 million loss on
extinguishment of debt as a result of this transaction.

The total debt to total capitalization ratio was 80% at June 30,
2006, compared with 75 percent at December 31, 2005. Total debt
increased from $332.0 million at December 31, 2005, to $384.0
million at June 30, 2006.  The increase in the debt ratio was due
to a $17.7 million reduction in total stockholders' equity
resulting primarily from the net loss in the first six months of
2006, and an increase in borrowing under the new credit
facilities.  Cash requirements in the first six months of 2006
included $15.0 million for capital expenditures, $23.9 million to
repurchase accounts sold under the receivables purchase agreement,
$18.4 million in fees associated with the new senior secured
credit facilities and $3.6 million for debt extinguishment costs
associated with repayment of the Halsey pulp mill lease
financings.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 8, 2006, KPMG
LLP in Portland, Oregon, raised substantial doubt about Pope
& Talbot, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
years ended Dec. 31, 2004, and 2005.  The auditor pointed to the
Company's recurring losses; inability to comply with financial
covenants; inability to refinance or renew maturing debt and
comply with financial covenants in future periods.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f74

Based in Portland, Oregon, Pope & Talbot, Inc. (NYSE: POP) --
http://www.poptal.com/-- is a North American forest products
company.  Pope & Talbot was founded in 1849 and produces pulp and
softwood lumber in the U.S. and Canada.  Markets for the Company's
products include: the U.S.; Europe; Canada; South America; Japan;
and other Pacific Rim countries.

                         *     *     *

As reported in the Troubled Company Reporter on June 22, 2006,
Moody's Investors Service downgraded Pope & Talbot Inc.'s senior
unsecured debt rating to Caa2 from Caa1.   The rating action was
prompted by news that the company plans to refinance certain
indebtedness.


PORTLAND GENERAL: Earns $27 Million in Second Quarter of 2006
-------------------------------------------------------------
Portland General Electric Company reported net income of
$27 million for the second quarter ending June 30, 2006, compared
with net income of $16 million for the second quarter 2005.

Customer growth and increased energy use across all major customer
classes as well as improved margins on energy sales, driven by
favorable hydro conditions, contributed to the earnings increase.
The Company also had reduced maintenance expenses at thermal
generating plants and a reduction in administrative and other
expenses.  However, the Company took a $9 million reserve
($5 million after-tax) related to Senate Bill 408 (SB 408), a new
Oregon law related to the rate treatment of income taxes.

Operating revenues of $351 million for the second quarter 2006
reflect a 5.4% increase compared with the prior year's second
quarter revenues of $333 million.  The revenue increase was driven
by an increase in the average number of customers served and
warmer weather as compared to the second quarter of 2005.

A Jan. 1, 2006, rate increase related to higher power costs also
contributed to the increase.  Increased revenues were partially
offset by the reserve taken related to PGE's current assessment of
the Oregon Public Utility Commission's interim order on SB 408.

"Ongoing growth in our service territory and good hydro conditions
drove strong financial results for the second quarter," Peggy
Fowler, chief executive officer and president of Portland General
Electric Company, said.  "The dedication of PGE employees and
ongoing investment in our infrastructure enables us to continue to
provide safe, reliable energy to our growing customer base."

As of June 30, 2006, PGE served approximately 791,000 customers as
compared to approximately 777,000 on June 30, 2005, a 1.8%
increase.

For the second quarter ended June 30, 2006, the Company reported
net income of $27 million compared with $16 million of net income
for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$3.556 billion in total assets, $2.354 billion in total
liabilities, and $1.202 billion in total stockholders' equity.

                    Second Quarter 2006 Summary

   -- Total retail energy deliveries for the period increased
      5.3% (3.1% weather adjusted) to 4,575,000 MWhs in 2006 from
      4,346,000 MWhs in 2005.

   -- On June 26, 2006, the Company broke its previous all-time
      high net system load summer peak of 3,586 MWs as
      temperatures exceeded 100 F.

   -- Total operating revenues increased by 5.4% to $351 million
      in 2006 from $333 million in 2005.  This was primarily the
      result of a 3.7% rate increase effective Jan. 1, 2006, and
      energy usage increases of 2.0%, 5.2%, and 19.7% for
      residential, commercial and industrial customer classes,
      respectively.  The industrial increase was due primarily to
      two large customers who returned to PGE energy service.  In
      addition, operating revenues were reduced by $9 million due
      to the reserve taken related to SB 408.

   -- Purchased power and fuel increased by $12 million primarily
      due to increased loads and approximately $8 million of
      incremental power costs that were incurred during the second
      quarter of 2006 to replace the output of the Boardman Power
      Plant, which returned to full operation on July 1, 2006.
      These increases were partially offset by favorable regional
      hydro conditions.

   -- Production, distribution, administrative and other expenses
      decreased by $3 million compared to last year's second
      quarter.

                         Year-to-Date 2006

For the six months ending June 30, 2006, net income was
$21 million compared with $54 million for the same period in 2005.
The principle drivers for the decrease were replacement power
costs related to the unplanned outages at the Company's Boardman
Power Plant, unrealized mark-to-market losses on power and natural
gas contracts and a reserve related to SB 408.  These factors were
partially offset by good regional hydro conditions and increased
energy sales.

Operating revenues were $732 million compared with $704 million
for the same period in 2005.  The 4.0% increase was driven by an
increase in customers served; colder weather in the first quarter
and warmer weather in the second quarter as compared to the
respective quarters in 2005; and a Jan. 1, 2006, rate increase
related to higher power costs.

PGE ceased to be a subsidiary of Enron Corp. on April 3, 2006,
with the issuance of 62.5 million shares of new common stock, of
which approximately 35 million shares were issued to a Disputed
Claims Reserve for future distribution to Enron creditors with
allowed and settled claims.  The stock, listed on the New York
Stock Exchange, began regular way trading on April 10, 2006.
Approximately 815,000 shares were distributed from the Disputed
Claims Reserve on June 1, 2006, reducing the number of shares held
in the Reserve to approximately 55% of total shares outstanding.

                     Year-to-Date 2006 Summary

   -- Total retail energy deliveries increased 4.8% (2.1% weather
      adjusted) to 9,595,000 MWhs in 2006 from 9,152,000 MWhs in
      2005.

   -- Total operating revenues increased by 4.0%, to $732 million
      in 2006 from $704 million in 2005.  This was primarily the
      result of a 3.7% rate increase effective Jan. 1, 2006, and
      energy usage increases of 5.3%, 4.0%, and 12.7% for
      residential, commercial and industrial customer classes,
      respectively.  In addition, operating revenues were reduced
      by $9 million due to the reserve related to SB 408.

   -- Purchased power and fuel increased by $102 million primarily
      due to increased loads, unrealized mark-to-market losses and
      approximately $52 million of incremental power costs
      incurred during the first half of 2006 to replace the output
      of the Boardman Power Plant.  These increases were partially
      offset by favorable regional hydro conditions.  The
      mark-to-market impact included $25 million of unrealized net
      losses on derivative activities in the first half of 2006
      compared to $12 million of unrealized net gains in the first
      half of 2005.  It is expected that the 2006 unrealized
      mark-to-market losses will reverse during the remainder of
      the year upon settlement of the related contracts.

   -- Increased stream flows in both the Clackamas and Deschutes
      river systems, where PGE generating facilities are located,
      resulted in a 44% increase in Company-owned hydro generation
      compared to the first half of 2005.  In addition, improved
      regional hydro conditions resulted in a 22% increase in
      output received from mid-Columbia River hydro projects with
      which PGE has long-term power purchase contracts.

   -- Production, distribution, administrative and other expenses
      increased by $1 million compared to last year's first half.

                       Capital Expenditures

PGE's capital expenditures for 2006 are expected to be
approximately $358 million compared to actual 2005 expenditures of
$255 million.  Capital expenditures for 2006 consist of
$189 million for ongoing production, transmission and distribution
facilities and $159 million for Port Westward, the Company's new
natural gas-fired plant, currently under construction in
Clatskanie, Ore., and expected to come online in the first quarter
of 2007.  The 2006 estimate also includes $10 million for the
Biglow Canyon wind farm and advanced metering infrastructure.

                             Dividend

On Aug. 1, 2006, the PGE board of directors approved a quarterly
common stock dividend of 22.5 cents per share.  The dividend is
payable on Oct. 16, 2006, to shareholders of record at the close
of business on Sept. 25, 2006.

                          Senate Bill 408

On July 14, 2006, the OPUC issued an interim order that sets forth
preliminary decisions regarding the implementation of SB 408.  The
intent of SB 408 is to ensure that the amount collected from
customers for income taxes matches the amount paid to governmental
entities by investor-owned utilities.

The OPUC's preliminary decision calls for the use of fixed
reference points for margins and effective tax rates from a
ratemaking proceeding.  The Commission also proposed a method to
apportion a consolidated group's income for tax liability.

Based on PGE's assessment of the OPUC interim order, the Company
has estimated the range of potential refunds to customers of
$18 million to $66 million for 2006.  Based on the low end of the
range, the Company recorded a $9 million reserve for the first
half of 2006 for a potential refund obligation to customers using
a percentage of estimated annual revenues collected through this
period.  The OPUC will accept public comments on its interim order
through mid-August 2006 and is expected to adopt permanent rules
in September 2006 or later.

PGE will continue to evaluate the OPUC's proposals and participate
in the rulemaking proceedings to help assure that interests of the
Company's shareholders and customers are addressed.

                         General Rate Case

PGE filed a general rate case in March 2006 for consideration by
the OPUC.  Based on a 2007 test year, the general rate case
proposes a retail rate increase of $143 million (8.9%) across all
customer classes and a return on equity of 10.75% to become
effective early in 2007.  The initial proposal by the OPUC staff,
issued in early July 2006, proposed a $30 million (1.9%) increase
in PGE's rates and an allowed return on equity of 9.8%.

The OPUC staff's initial proposal marks an early stage in the
ratemaking process.  The Company is reviewing the staff proposal
and is in settlement discussions with all participants.  The OPUC
is expected to issue its final order in mid-January 2007 following
settlement conferences, additional testimony and potential public
hearings.

PGE's last general rate case was based on a 2002 test year, with
authorized price changes effective Oct. 1, 2001.  Pursuant to a
tariff adopted in the 2001 case, PGE has annually updated its
forecast of net variable power costs, with changes in the
Company's retail prices authorized by the OPUC effective Jan. 1
for each of the years 2003 through 2006.

                    Boardman Power Plant Outage

The Boardman Power Plant was taken out of service in late October
2005 for repairs to the plant's turbine rotor and remained out of
service during the first four-and-a-half months of 2006 for
repairs to both the turbine and generator rotors.  Although
Boardman was operational by late May 2006, it was again taken
offline in early June for repairs to the low-pressure turbine
unit.  The plant was returned to full operation on July 1, 2006,
following completion of repairs.

Total incremental power costs to replace the output of Boardman
were approximately $92 million, including $52 million in the first
half of 2006.  PGE filed an accounting application with the OPUC
for deferral of replacement power costs for the turbine rotor-
forced outage, estimated at $46 million, for the period Nov. 18,
2005, through Feb. 5, 2006, for later ratemaking treatment.  OPUC
staff's initial response would provide for recovery of
approximately $450,000 of such costs.  The OPUC's decision is
expected in the fourth quarter of 2006.

To the extent the Company is not allowed to recover replacement
power costs for Boardman under the deferred accounting
application, impacts of the turbine rotor-forced outage may be
included in the four-year rolling average component of rates
requested under the annual update of net variable power costs
beginning in 2007.

PGE did not file an application to defer incremental power costs
related to the generator rotor outage, which began Feb. 6, 2006,
and will not propose the inclusion of this outage in the four-year
rolling average of forced outages in its annual power cost update
filings starting in 2008.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f94

                 About Portland General Electric

Headquartered in Portland, Ore., Portland General Electric Company
(NYSE: POR) -- http://www.PortlandGeneral.com/-- is a fully
integrated electric utility that serves 791,000 residential,
commercial and industrial customers in Oregon.

                           *     *     *

Portland General Electric Company's preferred stock carries
Moody's Investors Service's Ba1 rating.


PRIMUS TELECOMMS: Posts $219.9 Million Net Loss in Second Quarter
-----------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated, filed its second
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 $219.954 million net loss on
$252.323 million of net revenues for the second quarter ended
June 30, 2006, compared with $44.189 million net loss on
$290.638 million of net revenues for the same period in 2005.

United States and Other

United States and Other net revenue decreased $4.3 million or 8.3%
to $47.3 million for the three months ended June 30, 2006, from
$51.6 million for the three months ended June 30, 2005.  The
decrease is primarily attributed to a decrease of $7.7 million in
retail voice services (including declines in residential and small
business voice services, prepaid services, and wireless), and an
$800,000 decrease in Internet services.  These decreases were
partially offset by an increase of $2.0 million in carrier
services, and an increase of $2.0 million in retail VOIP services.

Canada

Canada net revenue increased $7.2 million or 11.6% to
$70.1 million for the three months ended June 30, 2006, from
$62.9 million for the three months ended June 30, 2005.  The
increase is primarily attributed to an increase of $6.0 million in
VOIP and wireless services, a $1.4 million increase in prepaid
services, and a $1.0 million increase in Internet services.  These
increases were partially offset by a decrease of $1.1 million in
retail voice services.  The strengthening of the Canadian dollars
against the U.S. dollars accounted for a $6.7 million increase to
revenue, and which reflects changes in the exchange rates for the
three months ended June 30, 2006, to the three months ended
June 30, 2005.

Europe

European net revenue decreased $31.2 million or 36.0% to
$55.3 million for the three months ended June 30, 2006, from
$86.5 million for the three months ended June 30, 2005.  The
decrease is primarily attributable to a decrease of $15.7 million
in prepaid services (including decreases of $13.9 million in the
Netherlands and $1.9 million in Sweden), a $14.2 million decrease
in carrier services due to reductions in lower margin sales, and a
decrease of $1.1 million for retail voice services.  During the
second quarter 2006, the Company restructured the majority of its
retail prepaid services business into a wholesale business.  The
weakening of the European currencies against the U.S. dollar
accounted for an $800,000 decrease to revenue, when comparing the
exchange rates for the three months ended June 30, 2006, to the
three months ended June 30, 2005.

Asia-Pacific

Asia-Pacific net revenue decreased $10.2 million or 11.3% to
$79.5 million for the three months ended June 30, 2006, from
$89.7 million for the three months ended June 30, 2005.  The
decrease is primarily attributable to a $6.8 million decrease in
residential voice services, a $6.0 million decrease in dial-up
Internet services, a $1.5 million decrease in other retail
services (including declines in wireless and other services).
These decreases were partially offset by a $3.4 million increase
in Australia DSL services, and an increase of $600,000 in business
services.  The weakening of the Australian dollars against the
U.S. dollars accounted for a $2.6 million decrease to revenue,
which reflects changes in the exchange rates for the three months
ended June 30, 2006, to the three months ended June 30, 2005.

At June 30, 2006, the Company's balance sheet showed
$414.262 million in total assets and $878.377 million in total
liabilities, resulting in a $464.115 million stockholders'
deficit, as compared with $236.334 million deficit at Dec. 31,
2005.

The Company's June 30 balance sheet also showed strained liquidity
with $232.205 million in total current assets available to pay
$266.680 million in total current liabilities coming due within
the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f73

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Deloitte & Touche LLP expressed substantial doubt about PRIMUS
Telecommunications Group, Incorporated's ability to continue as a
going concern after auditing the Company's financial statements
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's recurring losses from operations, the
maturity of $23.6 million of the 5-3/4% convertible subordinated
debentures due February 2007, negative working capital, and
stockholders' deficit.

                           About PRIMUS

Based in McLean, Virginia, PRIMUS Telecommunications Group,
Incorporated (NASDAQ: PRTL) -- http://www.primustel.com/-- is an
integrated communications services provider offering international
and domestic voice, voice-over-Internet protocol, Internet,
wireless, data and hosting services to business and residential
retail customers and other carriers located primarily in the
United States, Canada, Australia, the United Kingdom and western
Europe.  PRIMUS provides services over its global network of owned
and leased transmission facilities, including approximately 350
points-of-presence throughout the world, ownership interests in
undersea fiber optic cable systems, 16 carrier-grade international
gateway and domestic switches, and a variety of operating
relationships that allow it to deliver traffic worldwide.

                           *     *     *

As reported in the Troubled Company Reporter on April 7, 2006,
Standard & Poor's Ratings Services lowered its ratings on
PRIMUS Telecommunications Group Inc., including the corporate
credit rating, which was downgraded to 'CCC' from 'CCC+'.  The
outlook is negative.


QWEST COMMS: Equity Deficit Narrows to $2.82 Billion at June 30
---------------------------------------------------------------
Qwest Communications International Inc. posted a $117 million net
income on $3.472 billion of revenues on the second quarter ending
June 30, 2006, the Company informed the Securities and Exchange
Commission in a Form 10-Q filing.

As of June 30, 2006, the Company's balance sheet showed
assets totaling $21.292 billion and liabilities amounting to
$24.118 billion.  As of June 30, 2006, the Company's equity
deficit narrowed to $2.826 billion from a $3.217 billion deficit
at Dec. 31, 2005.

The Company is also experiencing strained liquidity with
$3.553 billion in current assets available to pay for
$6.095 billion in current debts expected to be due in the next
12 months.

                 Liquidity and Capital Resources

Near-Term View

The Company's working capital deficit increased primarily due
to the reclassification of $903 million of debt obligations
maturing in the next twelve months, the reclassification of its
$1.265 billion 3.50% convertible senior notes to current and its
capital expenditures of $832 million.  The impact of these items
was partially offset by cash generated by operating activities.

Long-Term View

The Company has historically operated with a working capital
deficit as a result of its highly leveraged position, and it is
likely that its will operate with a working capital deficit in the
future.  The Company's management believes that cash provided by
operations and the currently undrawn Credit Facility, combined
with our current cash position and continued access to capital
markets to refinance the Company's current portion of debt, should
allow it to meet its cash requirements for the foreseeable future.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f70

Qwest Communications International Inc. -- http://www.qwest.com/
-- is a leading provider of high-speed Internet, data, video and
voice services.  With approximately 40,000 employees, Qwest is
committed to the "Spirit of Service" and providing world-class
services that exceed customers' expectations for quality, value
and reliability.

                           *     *     *

As reported on the Troubled Company Reporter on Aug. 3, 2006,
Qwest Communications International Inc.'s $1,265 million 3.5%
convertible senior notes due 2025 carry Moody's Investors Service
B3 Rating.


REFCO INC: Chapter 7 Trustee Can Assume CBOT Lease
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Albert Togut, the Chapter 7 trustee for the estate of Refco,
LLC, authority to assume a lease for eight offices with the Board
of Trade of the City of Chicago, Inc., and C-B-T Corporation.

The offices comprise 48,300 square feet and are located at 141
West Jackson Blvd., in Chicago, Illinois.  The lease runs from
June 1, 2003 through November 30, 2006, at $108,000 per month.

The Chapter 7 Trustee says he does not currently utilize the
Premises in connection with the winding up of Refco LLC's affairs.
Prior to Refco LLC filing for chapter 7 liquidation, the Premises
were used in connection with Refco LLC's regulated commodities
trading business, which was sold to Man Financial, Inc., and
certain other operations.

Man continues to utilize a significant portion of the Premises in
connection with its business.  Man reimburses Refco's estate for
that use pursuant to a Transition Services Agreement executed in
connection with the sale.

Man has indicated that it intends to continue to use a
significant portion of the Premises through the conclusion of the
transition services period.  It also plans to sublease that
portion through the conclusion of the term of the CBOT Lease.

Scott E. Ratner, Esq., at Togut, Segal & Segal LLP in New York,
explains that by assuming the CBOT Lease, the Chapter 7 Trustee
avoids costs associated with potential litigation with Man over
whether the Transition Services Agreement between Man and the
Trustee requires the Trustee to provide Man with access to the
Premises beyond the June 23, 2006 for assuming or rejecting any
Refco LLC Lease.

Mr. Ratner says the Trustee expects the costs of assuming the
Lease will be less than the costs of rejecting it.  The Trustee
also expects to mitigate a substantial portion of the assumption
costs by subleasing portions of the Premises to Man and to other
short-term tenants.

By continuing to sublease a portion of the Premises, the Trustee
estimates that the ultimate net cost of assuming the Lease and
holding it until the November 30, 2006 expiration will range
between $200,000 and $300,000.

If the Trustee rejected the CBOT Lease, the Lessor likely would
assert a rejection damage claim of approximately $550,000.

Due to the relatively short time remaining under the CBOT Lease,
coupled with the specialized nature of the use of the Premises,
the Trustee also concluded that assumption and assignment of the
CBOT Lease to a third party is not a viable option.

The Trustee considered "selling" the CBOT Lease back to the
Lessor at a discount.  However, according to Mr. Ratner, the
Lessor, realizing that its claim against the Chapter 7 Debtor may
be satisfied in full, was not interested in purchasing the CBOT
Lease.  Additional vacant space is available in the same
building, and therefore, the Lessor has little incentive in
accepting a discount on the rental payments due under the CBOT
Lease.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 35; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/).


REGENCY GAS: Moody's Rates New $250 Million Revolving Loan at B1
----------------------------------------------------------------
Moody's Investors Service assigned B1 senior secured ratings to
Regency Gas Services LP's new $250 million revolving credit
facility and $600 million term loan and withdrew the B1 senior
secured ratings on $470 million of bank loans that they replaced.
The new credit facilities refinance Regency's existing loans and
finance its $350 million TexStar acquisition.

The ratings are unchanged, since the new facilities' terms
and conditions are substantially the same as those in the prior
facilities. Borrowings are secured by all of Regency's assets
and equity in its subsidiaries and are jointly and severally
guaranteed by its parent and subsidiaries.  The most obvious
changes are the new facilities' larger size and extended
maturities: the revolver to 2011 and the term facility to 2013.

The facilities limit Regency's consolidated total leverage ratio
to no higher than 5.25x, but they are relaxed to 5.75x for two
quarters following a material acquisition. Regency is also
required to maintain an interest coverage ratio of at least 2.75x.

Please refer to Moody's press release of July 13, 2006 and
Speculative Grade Liquidity Assessment of July 14, 2006 for
further commentary.

Assignments:

Issuer: Regency Gas Services LP

   * Senior Secured Bank Credit Facility, Assigned B1

Withdrawals:

Issuer: Regency Gas Services LP

   * Senior Secured Bank Credit Facility, Withdrawn, previously
     rated B1

Regency Gas Services LP is the chief operating subsidiary of
Regency Energy Partners LP, a publicly traded master limited
partnership engaged in natural gas gathering, processing, and
transportation.  The companies are based in Dallas, Texas.


RESOURCE AMERICA: June 30 Working Capital Deficit is $112.8 Mil.
----------------------------------------------------------------
Resource America, Inc., reported income from continuing operations
of $3.1 million and $13.4 million for the third fiscal quarter and
nine months ended June 30, 2006, compared with $3.5 million and
$4.6 million for the third fiscal quarter and nine months ended
June 30, 2005, a decrease of $398,000 and an increase of
$8.8 million, respectively.

In the third fiscal quarter ended June 30, 2005, the Company
recorded one time gains of $5.2 million related to the refinancing
and foreclosure of two of its legacy real estate assets.  Without
these two items, income from continuing operations would have been
$494,000 for the third fiscal quarter ended June 30, 2005.

Assets under management increased to $10.5 billion at June 30,
2006, from $5.7 billion at June 30, 2005, an increase of
$4.7 billion (82%)

Operating income as adjusted, before depreciation and
amortization, was $5.7 million and $21.5 million for the third
fiscal quarter and nine months ended June 30, 2006, compared with
$7.5 million and $8.1 million for the third fiscal quarter and
nine months ended June 30, 2005, respectively, a decrease of
$1.8 million and an increase $13.4 million, respectively.
Operating income as adjusted and reflecting the one time gains
would have been $2.3 million for the third fiscal quarter ended
June 30, 2005.

Net income was $3.0 million and $15.8 million for the third fiscal
quarter and nine months ended June 30, 2006, respectively, as
compared to net income of $1.6 million and $17.6 million for the
third fiscal quarter and nine months ended June 30, 2005,
respectively.

Net income for the third fiscal quarter and nine months ended
June 30, 2005, includes $2.9 million and $16.6 million,
respectively, of income from discontinued operations, net of tax
from Atlas America, Inc., the Company's former 80% owned
subsidiary that was spun-off at June 30, 2005.

At June 30, 2006, the Company's balance sheet showed
$497.931 million in total assets, $299.959 million in total
liabilities, $10.168 million in minority interests, and
$187.804 million in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity
with $158.781 million in total current assets available to pay
$271.629 million in total current liabilities coming due within
the next 12 months.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?fa0

Resource America, Inc. (Nasdaq: REXI) --
http://www.resourceamerica.com/-- is a specialized asset
management company that uses industry specific expertise to
generate and administer investment opportunities for its own
account and for outside investors in the financial fund
management, real estate and equipment finance sectors.

                           *     *     *

Moody's Investors Service rated Resource America, Inc.'s senior
unsecured rating at Caa1.


R.H. DONNELLEY: Posts $79.8 Million 2006 Second Quarter Net Loss
----------------------------------------------------------------
R.H. Donnelley Corporation reported a net loss of $79.8 million
for three months ended June 30, 2006, compared to a net income of
$20 million for the same period a year ago.

Net revenue for the three months ended June 30, 2006 was $432.3
million, versus $233 million for the same period in 2005.

The Company also reported a net loss of $151.5 million from a net
revenue of $752.8 million for the six months ended June 30, 2006,
compared to a net income of $27.7 million from a net revenue of
$440.3 million for the same six months period in 2005.

The Company further reported, second quarter free cash flow of
$194.3 million based on cash flow from operations of $208.5
million and $14.2 million of capital expenditures in the period.
Advertising sales during the second quarter were $724.7 million,
down 3.5% from the prior year.

The Company's GAAP net debt, as of June 30, 2006, was
$10.5 billion.

Headquartered in Cary, North Carolina, R.H. Donnelley (NYSE: RHD)
-- http://www.rhd.com/-- is a Yellow Pages and online local
commercial search company.  The Company has more than 625
directories, online city guides, and search websites with a
circulation of approximately 80 million.  The Company's
directories are marketed under three brands: AT&T Yellow Pages fka
SBC Yellow Pages in Illinois and Northwest Indiana; Dex(R) Yellow
Pages and EMBARQ Yellow Pages(TM) directories fka Sprint Yellow
Pages(R).  R.H. Donnelley's business now includes the Best Red
Yellow Pages(R) brand at bestredyp.com(R), in AT&T Yellow Pages
markets at CHICAGOLANDYP.com and local search services through
DexOnline(R) at DexOnline.com(R).

                          *     *     *

R.H. Donnelley Corp.'s senior unsecured debt carries Moody's and
Fitch's junk ratings.  Moody's also placed the Company's long-term
corporate family rating at B1.

Standard & Poor's assigned the Company's long-term local and
foreign issuer credit ratings at BB-.  The ratings were placed on
Jan. 31, 2006 with a stable outlook.


SAINT VINCENTS: GAIC Has Until August 31 to Examine SVMC Personnel
------------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Saint Vincents Catholic Medical
Centers of New York, its debtor-affiliates and Great American
Insurance Company agreed to extend up to and including
Aug. 31, 2006, the time for GAIC to:

     -- examine under oath persons under the direction and control
        of Saint Vincent's Catholic Medical Centers; and

     -- issue one or more subpoenas compelling the examination
        under oath of persons no longer under the direction and
        control of the SVCMC Debtors.

As reported in the Troubled Company Reporter on March 29, 2006,
GAIC wants to secure documents from the Debtors related to:

   (a) restricted use accounts or other set asides or accounts
       purportedly created by the Debtors relevant to two
       judgments in favor of:

       * Patsy Merola, in the action entitled Patsy Merola, as
         Administrator of the Estate of Wanda Merola v. Catholic
         Medical Center of Brooklyn & Queens, Inc., doing
         business as St. John's Hospital, et al., commenced in
         the Supreme Court of the State of New York, Queens
         County; and

       * Sondra Lowery, in the action entitled Sondra Lowery v.
         Henry Lamaute, M.D., et al., commenced in the Supreme
         Court of the State of New York, Queens County; and

   (b) the insurance and self-insurance programs implemented by
       the Debtors with respect to their medical malpractice
       liabilities.

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/)


SANMINA-SCI: Form 10-Q Filing Delay Prompts S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on San Jose, California-based Sanmina-SCI
Corp. on CreditWatch with negative implications following the
company's announcement that it will delay filing its June 2006 10-
Q financial statements until an internal review of stock option
practices is complete.

While it is too early to assess the outcome of the investigations,
Sanmina's liquidity (cash balances totaled $625 million at April
1, 2006) should cushion the downside risk to the rating.

"The CreditWatch listing reflects uncertainties regarding the
outcome of the stock option review; we will monitor the review to
assess whether any potential material restatements, further
investigation, or additional involvement of the SEC or other
judicial authorities has an impact on the rating," said Standard &
Poor's credit analyst Lucy Patricola.


SANMINA SCI: Moody's Reviews Low-B Ratings and May Downgrade
------------------------------------------------------------
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade following the
announcement by the Company updating the status of the on-going
investigation into its stock option administration practices
and confirming that Sanmina will not be able to file with the
Securities and Exchange Commission its 10-Q for the quarter
ended July 1, 2006 by the required deadline as result of the
investigation.

The investigations are on-going and inconclusive and the
Company cannot quantify their potential impact on its financial
statements at this time.  However, Moody's notes that Sanmina will
most likely breach a financial covenant in its bond indenture
requiring it to file financial statements in a timely manner.  The
current delay could place Sanmina in a technical default with its
creditors.

The review for possible downgrade reflects Moody's concerns over
potential liquidity uncertainty presented by Sanmina's potential
covenant breach.  Sanmina currently has about $563 million in cash
and equivalents as of June 30, 2006 and it also has full access to
a revolving credit facility of $500 million.  The total amount of
debt for Sanmina is about $1.5 billion with the next immediate
maturity in March 2007 in the amount of $525 million.   Moody's
will be monitoring closely Sanmina's progress in its stock options
investigations, potential liquidity issues, if
any, and the possible longer term impact.

Ratings under review for downgrade include:

   * Ba2 Corporate Family rating (negative outlook);

   * B1 rating on Sanmina's $400 million senior subordinated
     notes due 2013;

   * B1 rating on SCI Systems Inc.'s $525 million 3% convertible
     subordinated notes due 2007;

   * B1 rating on $600 million senior subordinated notes due 2016

   * SGL-1 speculative grade liquidity rating.

Headquartered in San Jose, California, Sanmina-SCI Corporation is
one of the largest electronics contract manufacturing services
companies providing a full spectrum of integrated, value added
solutions.


SILICON GRAPHICS: Wants KPMG LLP to Provide Audit Services
----------------------------------------------------------
Pursuant to Sections 327(a) and 328(a) of the Bankruptcy Code,
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ KPMG LLP as their accountants and auditors, nunc pro
tunc to June 19, 2006.

The Debtors relate that when they filed for bankruptcy, they
ceased employing Ernst & Young LLP as their primary auditors and
engaged KPMG because of KPMG's expertise in the field and because
the Debtors were able to negotiate a 15% discount on KPMG's rates.
KPMG commenced work on June 19, 2006.

Barry Weinert, Esq., vice president and general counsel of
Silicon Graphics, Inc., relates that the Debtors need to retain
certified public accountants who will audit their financial
statements and issue an opinion related to the audit.  The
services are essential to the Debtors' continued operations and
plans of emerging from Chapter 11 as a public company.

Retaining KPMG is the most cost-effective manner of procuring the
required services, Mr. Weinert explains.

KPMG's services include:

    * auditing the Debtors' consolidated financial statements and
      control over financial reporting;

    * issuing an annual report;

    * reviewing quarterly financial statements required to be
      filed with the Securities and Exchange Commission;

    * analyzing accounting issues and advising the Debtors
      regarding the proper accounting treatment of events;

    * issuing a comfort letter in connection to filing under the
      Securities Act of 1933, at the Debtors' request; and

    * performing other accounting and auditing services for the
      Debtors as may be necessary or desirable, to the extent
      permitted under professional standards and as agreed to
      between the Debtors and KPMG.

The Debtors will pay KPMG according to the firm's customary hourly
rates, applying a 15% discount, in effect on the date the services
are rendered:

       Partners                                 $660 to $770
       Directors/Senior Managers/Managers       $495 to $575
       Senior/Staff Accountants                 $250 to $360
       Paraprofessionals                        $120 to $195

The Debtors will also reimburse KPMG for expenses incurred.

David A. Kane, a partner of KPMG, assures the Court that his firm
has no connection with, and holds no interest adverse to, the
Debtors, their creditors, or any other party-in-interest.  KPMG is
a "disinterested person," as that term is defined in Section
101(14) of the Bankruptcy Code, Mr. Kane says.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


SILICON GRAPHICS: Wants to Hire Deloitte Financial as Accountants
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York's authority
to employ Deloitte Financial Advisory Services LLP to provide
accounting services -- specifically fresh-start accounting --
relating to the Debtors' emergence from Chapter 11, nunc pro tunc
to June 29, 2006.

Deloitte Consulting LLP, an affiliate of Deloitte FAS, will act as
Deloitte FAS' subcontractor to assist in the systems
implementation of the fresh-start accounting analysis.

Deloitte FAS' services will include:

    (a) assistance with Disclosure Statement and Financial
        Projections;

    (b) preparation and substantiation of fresh-start balance
        sheet under Statement of Position 90-7;

    (c) posting of fresh-start entries back to Books of Entry;

    (d) application support;

    (e) assistance and valuation work per fresh-start under SOP
        90-7; and

    (f) assistance with accounting and financial reporting.

The Debtors will pay Deloitte FAS for its services in accordance
with negotiated hourly rates:

       Partner, Principal, or Director          $600 to $750
       Senior Manager                           $475 to $580
       Manager                                  $400 to $500
       Senior Staff                             $275 to $375
       Staff                                    $225

The Debtors will indemnify and hold harmless Deloitte FAS from all
claims, liabilities, and expenses relating to the firm's
engagement, except to the extent judicially determined to have
resulted from the firm's recklessness, bad faith or intentional
misconduct.

Deloitte FAS also agree to defend, indemnify, and hold the Debtors
harmless from and against any loss, damages, or other liabilities
solely to the extent directly caused by any negligent acts or
omissions or willful misconduct of the firm during the performance
of its services.

Kirk Blair, a partner of Deloitte FAS, assures the Court that his
firm is a "disinterested person," as defined in Section 101(14) of
the Bankruptcy Code.  Deloitte FAS has no connection with, and
holds no interest adverse to, the Debtors, their creditors, or any
other party-in-interest, Mr. Blair says.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 16; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


SOLUTIA INC: Ex-Employee Dickerson Appeals Dismissal of Lawsuit
---------------------------------------------------------------
Jeremy Dickerson, a former Solutia Inc. employee, asks the U.S.
Bankruptcy Court for the Southern District of New York to:

   (a) overrule the Debtors' objection without prejudice to an
       appeal being refiled after the Second Circuit rules; or

   (b) disallow his claim without prejudice, and provide for its
       automatic reinstatement should his appeal be successful.

Ronen Sarraf, Esq., at Sarraf Gentile LLP, in New York, relates
that the U.S. Secretary of Labor has recently opined that the
U.S. District Court for the Southern District of New York's
opinion dismissing Jeremy Dickerson's suit against Solutia Inc.
and its debtor-affiliates was wrongly decided.

Solutia is seeking the disallowance of Claim No. 14735 based on
the preclusive effect of the District Court's dismissal of Mr.
Dickerson's class action and the doctrine of collateral estoppel.
Mr. Dickerson, on behalf of the Solutia Inc. Savings and
Investment Plan, its participants and beneficiaries, filed
Claim No. 14735 for $290,845,666, as amended, in connection with
his allegations in the civil suit.

As the entity primarily responsible for enforcement and
administration of the fiduciary standards of the Employee
Retirement Income Security Act of 1974, the Secretary of Labor's
views in interpreting ERISA, including those expressed in amicus
curiae briefs, are entitled to considerable deference, Mr.
Sarraf asserts.

Accordingly, there is substantial likelihood that Mr.
Dickerson's appeal before the U.S. Court of Appeals for the
Second Circuit will succeed, Mr. Sarraf says.

If Mr. Dickerson's appeal is successful, but the Debtors' relief
is granted, the patently unjust result would be that the claim
would have been disallowed and expunged with prejudice based
entirely on an erroneous judgment that was subsequently
reversed, Mr. Sarraf points out.

In addition, Mr. Sarraf argues, the principles of res judicata
and collateral estoppel do not apply to Mr. Dickerson's claim,
contrary to Solutia's contention.  The doctrine requires that
parties in the two cases be the same, or be in privity with the
same parties, Mr. Sarraf asserts, citing Perpetual Securities
Inc. v. Tang, 290 F.3d 132,139 (2d Cir. 2002).

Mr. Sarraf adds that courts have frequently stayed application
of the preclusive effects of res judicata and collateral
estoppel pending resolution of an appeal of the first case.

Mr. Dickerson, thus, asks Judge Beatty to stay consideration of
Solutia's objection, as well as his request for class
certification, pending resolution of the Second Circuit
Appeal.

In either case, Mr. Dickerson requests that the Bankruptcy Court
make express provisions for his continued participation in the
Debtors' bankruptcy process to protect his interests.

                         Case Background

As reported in the Troubled Company Reporter on Oct. 19, 2005,
Jeremy Dickerson is a Texas resident and was a chemical operator
for Solutia, Inc., from July 1998 through October 2003.  Mr.
Dickerson is a participant in the Solutia Savings and Investment
Plan, which was created on Sept. 1, 1997, as a 401(k) plan.  The
Investment Plan's purpose is to allow participants to save money
for retirement.  Shares of Solutia common stock were purchased and
held in the Investment Plan for Mr. Dickerson's benefit from 1998
to 2003.

Mr. Dickerson, on behalf of the Investment Plan and its
participants and beneficiaries, had asked the Court to certify
his Amended Proof of Claim for a class defined as all Plan
participants for whose benefit the Plan held Solutia Stock
between Sept. 1, 1997, until Dec. 15, 2003.

Mr. Sarraf reported then that Mr. Dickerson brings his claim not
as an individual, but, as authorized by the Employee Retirement
Income Security Act of 1974, in a representative capacity on
behalf of the Plan and its participants, seeking recovery of
losses to the Plan as a whole.

Mr. Sarraf explains that Mr. Dickerson's claim is for losses to
the Plan and participants resulting from Solutia's fiduciary
breaches relating to the imprudent investment of Plan assets in
Solutia common stock.  According to Mr. Sarraf, Solutia failed:

    -- to take appropriate steps to restrict or liquidate
       investments in Solutia Stock;

    -- to provide participants with complete and accurate
       information regarding the risks of investment in Solutia
       Stock; and

    -- to appoint an independent fiduciary to make decisions
       regarding the Plan's investments in Solutia Stock.

Since the Plan held investments in Solutia Stock for the benefit
of each participant during the Class Period, and all
participants are members of the proposed class, these failures
to act affected all members of the proposed class.  Moreover,
these breaches all pertain to Solutia's uniform conduct with
respect to the Plan and its administration, Mr. Sarraf said.

                       About Solutia Inc.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/)


SOLUTIA INC: Court Approves Pharmacia and Sauget Settlement Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Settlement Agreement among Solutia Inc., and its
debtor-affiliates, Pharmacia Corporation, and the Paul Sauget
Estate, settling all of the claims and disputes relating to the
Sauget Area 2 Sites.

Before the Petition Date, the U.S. Environmental Protection
Agency named Solutia, and Pharmacia, among potentially responsible
parties for a collection of alleged waste disposal locations in or
around the villages of Sauget and Cahokia, Illinois, known as the
Sauget Area 2 Sites.

Section 9601 of the Comprehensive Environmental Response,
Compensation and Liability Act empowers the EPA to identify and
prioritize sites for cleanup, and to order or carry out
environmental remediation.

On Jan. 23, 2000, the EPA requested Solutia, Pharmacia and
other PRPs to perform a remedial investigation and feasibility
study of the Sauget Area 2 Sites.  Certain PRPs formed the "SA2
Group" and required the members to attempt to settle disputes on
the costs incurred at the SA2 Sites.  The SA2 Group hired an
independent allocator and entered into an Allocation Procedure
Agreement to address allocation of the costs.

In May 2002, Pharmacia and Solutia filed a complaint before the
Federal District Court for the Southern District of Illinois
(Pharmacia v. Clayton Chemical, et al., 02-428-MJR) against
various PRPs that were not members of the SA2 Group, to seek
recovery of the costs relating to the SA2 Sites, and indemnity
under certain contracts.

Paul Sauget was among the Clayton defendants.  He died in 2004.

In September 2002, the EPA ordered the PRPs to implement an
interim groundwater remedy in the SA2 Sites with an estimated
cost of $26 million.  Pharmacia and Solutia have undertaken the
design and construction of, and continue to implement, the
interim groundwater remedy.

In August 2004, the Paul Sauget Estate joined the SA2 Group to
have their claims to the Allocation Process in an attempt to
reach a settlement without litigation.  No agreement was reached
at that time to have Pharmacia's and Solutia's claims related to
the interim groundwater remedy submitted to the Allocation
Process.

In February 2005, Pharmacia and Solutia filed claims in the
probate action for the Estate pending in the Circuit Court of St.
Clair County, Illinois, seeking contribution damages and other
recovery from the Paul Sauget Estate for past and future costs
related to the SA1 and SA2 Sites.

In March 2005, the State of Illinois filed a lawsuit regarding
cleanup and other costs allegedly incurred by Illinois at the SA1
and SA2 Sites against various defendants including the Estate,
Solutia and Pharmacia.

Solutia and Pharmacia initially asserted a claim related to the
SA2 Sites for $11,250,000 against the Estate.

To settle all of the claims and disputes relating to the SA2
Sites, Solutia, Pharmacia and the Paul Sauget Estate entered into
an interim partial settlement agreement on Dec. 21, 2005.

The Settlement Agreement provides that:

    (a) the parties will continue settlement negotiations by
        submitting all claims among the parties relating to SA2
        Sites for resolution under the Allocation Process, along
        with Pharmacia's and Solutia's claims regarding recovery
        of costs for the interim groundwater remedy;

    (b) the parties will file a stipulation seeking the dismissal
        of the claims without prejudice asserted against the
        Estate in the Clayton Lawsuit;

    (c) Solutia and Pharmacia will file a stipulation seeking
        dismissal without prejudice of their claims asserted
        against the Estate in the Probate Proceeding;

    (d) if the parties cannot agree on an allocation of the SA2
        costs within three months after a recommendation is
        issued as required by the Allocation Process, or if the
        Estate withdraws from the Allocation Process, Pharmacia
        and Solutia are free to file with the District Court all
        claims they may have related to SA2 against the Estate
        within 90-days of the withdrawal, or the three-month
        period after issuance of the allocation recommendation;

    (d) the Estate will not to object any future lawsuit Solutia
        and Pharmacia might file against it for claims related to
        the SA2 Sites on the basis of Pharmacia's and Solutia's
        voluntary dismissal of their claims in the Probate
        Proceeding, that the action is out of time because the
        probate estate has been closed or because Mr. Sauget has
        been deceased since 2004; and

    (e) the parties agree to toll relevant statutes of limitation
        until Dec. 31, 2010.  Any claims asserting waiver
        based on the expiration of any time period will not
        include, in whole or in part, the tolling period.

                       About Solutia Inc.

Based in St. Louis, Mo., Solutia, Inc. -- http://www.solutia.com/
-- with its subsidiaries, make and sell a variety of high-
performance chemical-based materials used in a broad range of
consumer and industrial applications.  The Company filed for
chapter 11 protection on December 17, 2003 (Bankr. S.D.N.Y. Case
No. 03-17949).  When the Debtors filed for protection from their
creditors, they listed $2,854,000,000 in assets and $3,223,000,000
in debts.  Solutia is represented by Richard M. Cieri, Esq., at
Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S. Dizengoff, Esq.,
and Russel J. Reid, Esq., at Akin Gump Strauss Hauer & Feld LLP
represent the Official Committee of Unsecured Creditors, and
Derron S. Slonecker at Houlihan Lokey Howard & Zukin Capital
provides the Creditors' Committee with financial advice.  (Solutia
Bankruptcy News, Issue No. 65; Bankruptcy Creditors' Service,
Inc., 215/945-7000, http://bankrupt.com/newsstand/)


SOMERSET EDUCATION: Default Cues S&P's D Rating on $2.9 Mil. Debt
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Somerset
Education Foundation, Va.'s series 2002 leasehold revenue bonds to
'D' from 'AAA' as a result of a July 1 debt service payment not
being made.  Required actions under the bond documents did not
occur as scheduled, causing the default.

The prior rating had been based on an executed loan note guarantee
issued by the United States, acting through the Department of
Agriculture's Rural Housing Service.

The default affects $2.9 million of debt.


SONIC CORP: S&P Assigns BB- Rating to Proposed $775 Million Debts
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to Oklahoma City, Oklahoma-based quick-service
restaurant operator Sonic Corp.  The outlook is stable.

The rating agency also assigned a 'BB-' rating to the company's
proposed $100 million secured revolving credit facility maturing
in 2011 and to its $675 million secured term loan B maturing in
2013.

A recovery rating of '2' was assigned to the credit facilities,
indicating the expectation for substantial (80%-100%) recovery of
principal in the event of a payment default.

The ratings are based on preliminary terms and are subject to
change after review of final documents.  Sonic is recapitalizing
and will use proceeds from the bank facilities to repurchase $560
million of common stock and to refinance existing debt.

"Ratings reflect Sonic's weak cash flow protection measures, lack
of geographic diversity, risk of business disruptions due to its
plans to expand nationally, and relatively small market share in
the intensely competitive quick-service restaurant sector," said
Standard & Poor's credit analyst Diane Shand.

These risks are partly offset by its good brand name and generally
good operating performance.

Sonic will be highly leveraged after the transaction.  Standard &
Poor's estimates that pro forma total debt to EBITDA will be 4.3x
in 2006, up from 1.1x in 2005.  Cash flow protection measures also
deteriorate.

EBITDA coverage of interest falls to about 3x in 2006, from 13x in
2005, and funds from operations to total debt declines to 9.2%
from 68.3%.  Because the amortization schedule is minimal,
leverage is expected to decline only modestly over the next few
years.

Sonic is a distant fourth player in the $56 billion hamburger
market of the U.S. restaurant industry.  With a 5.5% share, the
company competes against more formidable players such as
McDonald's, which has a 45% share; Burger King, with 13.9%; and
Wendy's, with 13.6%.  Sonic differentiates itself from other
quick-service restaurant operators with its retro drive-in style
and service to the car.


SONIC CORP: Moody's Rates Proposed $775 Million Sr. Loan at Ba3
---------------------------------------------------------------
Moody's Investors Service assigned a Ba3 corporate family rating
to Sonic Corp., in addition to assigning a Ba3 rating to the
company's proposed $775 million senior secured credit facility
consisting of a $100 million revolver and a $675 million term loan
B.  These are first-time ratings for Sonic following the company's
announcement to finance a Dutch auction tender for approximately
$560 million in share repurchases and to refinance existing debt.

At the same time, a SGL-2 Speculative Grade Liquidity rating was
also assigned. The rating outlook is stable.  Moody's noted that
the rating assignments are subject to a review of the final
documentation.

The ratings reflect Sonic's long track record for same store
sales, profitability and unit growth, industry leading EBITDA
margins, niche operating format and extensive menu within the
quick service restaurant segment and well-balanced day-part mix
relative to competitors.  Factors that constrict the ratings
include materially weaker credit metrics driven by this
transaction and operating within the highly competitive
QSR segment of the restaurant industry.

Moody's noted that Sonic does not have a history of operating
under the proposed, significantly more levered capital structure.
As a result, the rating agency expects no incremental debt to be
incurred through the intermediate term. A dditionally, growth in
EBITDA and free cash flow is expected to be sufficient to
de-lever the company at a reasonable pace over the next few years.

First-time ratings assigned with a stable outlook:

   * Ba3 for the corporate family rating

   * Ba3 for the $675 million proposed senior secured term loan
     maturing in 2013

   * Ba3 for the $100 million proposed senior secured revolver
     maturing in 2011

   * SGL-2 Speculative Grade Liquidity rating

Sonic Corp., headquartered in Oklahoma City, Oklahoma, operates
and franchises the largest chain of drive-in restaurants in
the United States.  As of May 31, 2006, the company owned and
operated 604 restaurants and franchised 2,525 restaurants in 33
states and Mexico with significant presence in the Southern and
Midwestern United States.  Revenues for fiscal 2005 totaled
approximately $623 million.


SOS REALTY: Judge Feeney Denies Foreclosure of Primary Asset
------------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts in Boston denied the foreclosure of SOS
Realty LLC's primary asset.

Framingham Co-operative Bank asked Judge Feeney to foreclose its
interest in the mortgage of Washington Grove Condominium owned by
SOS Realty or, in the alternative, for adequate protection.

The Condominium consisted of two buildings.  The first building is
located at 5168-5174 Washington Street in West Roxbury,
Massachusetts and the second building is located at 11 Cheriton
Road in West Roxbury, Massachusetts.

The Debtor made a promissory note to FCB for $6,752,000.  Under
the Note:

   (a) the interest rate was the Wall Street Journal prime rate
       plus 425 Basis Points (4.25%) per annum on a daily floating
       basis;

   (b) the Debtor was to make monthly payments in the amount of
       accrued interest on the 24th of each month until Nov. 24,
       2006, at which time the principal and interest called for
       under the Note was fully due and payable;

   (c) the Debtor was required to pay FCB a late charge of 10% of
       any monthly installment not received by FCB within five
       days that the installment was due; and

   (d) the Debtor agreed to "pay all costs and expenses, including
       but not limited to all attorneys' fees paid or incurred by
       FCB in enforcing this Note and collecting the amounts due,
       whether or not suit is instituted and whether or not
       foreclosure under this Mortgage and Security Agreement
       securing the Note is instituted.

The Debtor, Bernard J. Laverty, and Barry L. Queen executed a
commitment letter.  The Commitment Letter contained various terms
and obligations, including an obligation for FCB to provide
partial releases at the rate of $233,333.00 per unit.

The Debtor also provided FCB with a Conditional Assignment of
Leases and Rents, and assigned to FCB all of its right, title, and
interest to all licenses, permits, and government approvals
related to the Premises.

Bernard J. Laverty, Jr., and Mr. Queen guaranteed the obligation
to FCB.  The collateral for the obligation is the land in
Massachusetts.

The Debtor has stated in its Schedule D that the market value of
the collateral when it filed for bankruptcy is $12,000,000.

FCB has requested that Thomas J. Mulhern and Associates perform an
appraisal of the property.  Mulhern has determined the market
value of the property is $5,720,000.

As of March 14, 2006, the outstanding balance of the Note,
exclusive of accrued interest, fees, and attorney's fees, was
$5,430,236.43.  FCB holds priority interest on the property.  The
encumbrances junior to FCB are:

   a. Multiple mortgages to LBM Financial, LLC, which mortgages
      total $2,179,447.02;

   b. Chestnut Hill Mortgage and Realty, LLC, in the amount of
      $700,000;

   c. Lien of Tully Roofing in the amount of $60,000.00;

   d. Pad Framers attachment in the amount of $18,000.00; and

   e. Stock Building Supply lien in the amount of $425,000.

                        Debtor's Objection

The Debtor objected to FCB's motion to foreclose its property.
The Debtor admitted that this case is a single asset real estate
case and that the property likely has a present, market value of
approximately $7,600,000.

The Debtor said the FCB is oversecured.  FCB alleged that its
position is eroding because the Debtor has "made no payments to
any taxing authority on the property."  The Debtor said the
property at issue is essential to its effective reorganization.

The Debtor's primary asset is the property.  Without it, and the
ability to generate monies from the property upon completion of
the remaining, unsold units, the Debtor will be unable to
reorganize.  The Debtor said that if the motion is granted, there
will likely be no possibility whatsoever of any distribution to
unsecured creditors.

                      Chestnut Hill Objection

Chestnut Hill Mortgage & Realty, Inc., also objected to FCB's
motion to foreclose the property.  The Debtor is in the process of
providing a detailed and improved construction budget to bring the
Project to completion.

Since this is a single asset case, the Debtor will likely file a
plan of reorganization soon.

Chestnut Hill said that even if there were no equity cushion,
accrual of real estate taxes would not erode FCB's interest,
because the Debtor is proposing to spend significantly more money
on improvements to the property than the accrual of any senior
real estate tax liens.

Peter L. Zimmerman, Esq., and Richard L. Blumenthal, Esq., at
Silverman & Kudisch, P.C., represented Framingham Co-operative
Bank.

Based in West Roxbury, Massachusetts, SOS Realty LLC, owns a
condominium development known as the "Washington Grove
Condominiums."  The company filed for chapter 11 protection on May
11, 2006 (Bankr. D. Mass. Case No. 06-11381).  Jennifer L. Hertz,
Esq., at Duane Morris LLP, represents the Debtor in its
restructuring efforts.  No Official Committee of Unsecured
Creditors has been filed in the Debtor's case.  In its schedules
of assets and liabilities, it listed $12,009,000 in total assets
and $6,734,279 in total liabilities.


SOVRAN SELF: Earns $8.8 Million in Second Quarter of 2006
---------------------------------------------------------
Sovran Self Storage, Inc., reported operating results for the
quarter ended June 30, 2006.

Net income available to common shareholders for the second quarter
of 2006 was $8.8 million.  Net income available to common
shareholders for the same period in 2005 was $7.6 million.  Funds
from operations for the quarter increased 16.7% to $14.7 million
compared to $12.6 million for the quarter ended June 30, 2005.
Strong revenue and operating income growth contributed to the
Company's performance this quarter.

At June 30, 2006, the Company's balance sheet showed
$963.398 million in total assets, $537.014 million in total
liabilities, $25.144 million in total minority interests, and
$401.240 million in total shareholders' equity.

During the quarter, the Company acquired 26 self-storage
facilities for a total cost of $105 million.  The Company also
made further investments in Locke Sovran I, LLC, and Locke Sovran
II, LLC, increasing its ownership to over 70% in each joint
venture.

David Rogers, the Company's chief financial officer, said, "We had
a busy quarter.  We've strengthened our balance sheet, acquired
some great stores and grew occupancies and rents across the
board."

                             Operations

Total Company net operating income for the second quarter grew
18.7% compared with the same quarter in 2005 to $26.4 million.
This growth was the result of improved operating performance and
the income generated by 43 stores acquired since April 2005.
Overall average occupancy for the quarter was 86.6% and average
rent per square foot for the portfolio was $9.90.

Revenues at the 269 stores owned and managed for the entire
quarter in both years increased 5.8% over the second quarter of
2005, the result of a 3% increase in rental rates, a 160 basis
point increase in average occupancy and a $165,000 increase in
truck rental revenues and other income.  Same store operating
expenses rose 3.8% primarily as a result of increased maintenance
costs and property taxes.  As a result, same store net operating
income improved by 6.9% over the second quarter of 2005.

General and administrative costs increased this quarter by
$707,000, primarily as a result of increased due diligence costs
and the expense of additional personnel hired to administer the 14
facilities acquired in 2005 and the 32 purchased thus far this
year.

Continued strong performance was shown at the Company's Louisiana
and Florida stores, and the Atlanta and Houston markets have shown
marked improvement.  Stores in Ohio, Pennsylvania, and South
Carolina experienced slower than expected growth during the
quarter.

                           Acquisitions

During the quarter, the Company acquired 26 stores totaling
1.6 million sq. ft. at a total cost of $105 million.  Nineteen of
the stores are located in markets where the Company already has an
operating presence - Dallas (6), San Antonio (3), Tampa (3),
Southeastern LA (5) and Manchester, NH (2).  The Company also
acquired seven stores in and near St. Louis, Missouri.

Effective April 1, 2006, the Company made additional investments
of $8,475,000 in Locke Sovran I, LLC, and Locke Sovran II, LLC,
that increased the Company's ownership to over 70% in each of
these joint ventures.  As a result of this transaction, starting
with the second quarter of 2006, the Company has consolidated the
accounts of Locke Sovran I, LLC, in its financial statements.  The
accounts of Locke Sovran II, LLC, had already been included in the
Company's financial statements as it is a majority controlled
joint venture.

                       Capital Transactions

In April, the Company issued $150 million of 10-year unsecured
term notes via a private placement arranged by M & T Bank's Debt
Capital Markets Group.  Interest is payable semi-annually on the
notes at a fixed rate of 6.38%.  The proceeds were used to repay
the Company's outstanding line of credit and other short term
obligations and to fund second quarter acquisitions.

During the quarter, the Company issued 123,000 shares through its
Dividend Reinvestment Program, Direct Stock Purchase Plan and
Employee Option Plan.  A total of $5.8 million was received, and
was used to fund part of those acquisitions.

The Company's Board of Directors authorized the repurchase of up
to two million shares of the Company's common stock.  To date, the
Company has acquired approximately 1.2 million shares pursuant to
the program.  The Company expects such repurchases to be effected
from time to time, in the open markets or in private transactions.
The amount and timing of shares to be purchased will be subject to
market conditions and will be based on several factors, including
compliance with lender covenants and the price of the Company's
stock.  No assurance can be given as to the specific timing or
amount of the share repurchases or as to whether and to what
extent the share repurchase will be consummated.  The Company did
not acquire any shares in the quarter ended June 30, 2006.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f96

Sovran Self Storage, Inc. (NYSE: SSS) http://www.sovranss.com/--  
is a self-administered and self-managed equity REIT whose business
is acquiring, developing and managing self-storage facilities. The
Company owns and/or operates 317 stores under the "Uncle Bob's
Self Storage"(R) trade name in 22 states.

                           *     *     *

Sovran Self Storage, Inc.'s preferred stock carries Moody's
Investors Service's Ba1 rating.


SPECIALTYCHEM PRODUCTS: Panel Wants Mesirow as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
SpecialtyChem Products, Corp.'s bankruptcy case asks the Honorable
Pamela Pepper of the U.S. Bankruptcy Court for the Eastern
District of Wisconsin in Milwaukee for authority to employ Mesirow
Financial Consulting, LLC, as its financial advisor, nunc pro tunc
to July 5, 2006.

Mesirow Financial will:

   (a) assist in the review of reports or filings as required by
       the Bankruptcy Court or the Office of the United States
       Trustee, including but not limited to, schedules of assets
       and liabilities, statements of financial affairs, and
       monthly operating reports;

   (b) review of the Debtor's financial information, including but
       not limited to, analyses of cash receipts and
       disbursements, financial statement items, and proposed
       transactions for which Bankruptcy Court approval is sought;

   (c) review and analysis of reports regarding cash collateral
       and any debtor-in-possession financing arrangements and
       budgets;

   (d) evaluate potential employee retention and severance plans;

   (e) assist with identifying and implementing potential cost
       containment opportunities;

   (f) assist with identifying and implementing asset redeployment
       opportunities;

   (g) analyze assumption and rejection issues regarding executory
       contracts and leases;

   (h) review and analyze the Debtor's proposed business plans,
       and the business and financial condition of the Debtor
       generally;

   (i) assist in evaluating reorganization strategy and
       alternatives available to the creditors;

   (j) review the Debtor's financial projections and assumptions;

   (k) prepare and analyze enterprise, asset, and liquidation
       valuations;

   (l) assist in preparing documents necessary for confirmation;

   (m) advise and assist the Committee in negotiations and
       meetings with the Debtor and the bank lenders;

   (n) advise and assist on the tax consequences of proposed plans
       of reorganization;

   (o) assist with the claims resolution procedures, including but
       not limited to, analyses of creditors' claims by type and
       entity;

   (p) give litigation consulting services and expert witness
       testimony regarding confirmation issues, avoidance actions,
       or other matters; and

   (q) give other services as requested by the Committee or its
       counsel to assist the panel in the Debtor's bankruptcy
       case.

James E. Nugent, a managing director at Mesirow Financial
Consulting, disclosed that the Firm's professionals bill:

      Designations                                   Hourly Rate
      ------------                                   -----------
      Senior Managing Directors/Managing Directors   $620 - $690
      Senior Vice Presidents                         $530 - $590
      Vice Presidents                                $430 - $490
      Senior Associates                              $330 - $390
      Associates                                     $190 - $290
      Paraprofessionals                                  $150

Mesirow has agreed to give a 25% discount to its fees, and
requests a $50,000 retainer.

Mr. Nugent assures the Court that the Firm does not hold nor
represent an interest adverse to the estate, and is disinterested
as that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.


SPECIALTYCHEM PRODUCTS: Brennan Steil Okayed as Panel's Counsel
---------------------------------------------------------------
The Honorable Pamela Pepper of the U.S. Bankruptcy Court for the
Eastern District of Wisconsin in Milwaukee authorized the Official
Committee of Unsecured Creditors of SpecialtyChem Products, Corp.,
to employ Brennan, Steil and Basting, S.C., as its bankruptcy
counsel, nunc pro tunc to June 12, 2006.

As reported in the Troubled Company Reporter on July 21, 2006,
Brennan Steil will:

     a) consult with the Debtor's professionals concerning the
        administration of this Case;

     b) prepare and review pleadings, motions and correspondence;

     c) appear and involve in proceedings before the Court;

     d) provide legal counsel to the Committed in its
        investigation of the acts, conduct, assets, liabilities,
        and financial condition of the Debtor, the operation of
        the Debtor's business, and any other matters relevant to
        this Case;

     e) analyze the Debtor's proposed use of cash collateral and
        debtor-in-possession financing;

     f) advise the Committee with respect to its rights, duties
        and powers in this Case;

     g) assist the Committee in analyzing the claims of the
        Debtor's creditors and in negotiating with creditors;

     h) assist with the Committee's investigation of the acts,
        conduct assets, liabilities and financial condition of
        the Debtor and of the operation of the Debtor's business
        and any other matters relevant to this Case;

     i) assist and advise the Committee in its analysis of
        and negotiations with the Debtor or any third party
        concerning matters related to, among other things, the
        terms of a sale, plan of reorganization of other
        conclusion of this Case;

     j) assist and advise the Committee as to its communications
        to the general creditor body regarding significant
        matters in this Case;

     k) assist the Committee in determining a course of action
        that best serves the interest of the unsecured creditors;
        and

     l) perform other legal services as may be required under the
        circumstances of this Case and are deemed to be in the
        interests of the Committee in accordance with the
        Committee's powers and duties as set forth in the
        Bankruptcy Code.

Claire Ann Resop, Esq., a shareholder at Brennan Steil, told the
Court that she bills $250 per hour for this engagement.  Ms.
Resop disclosed that the other professionals who render services
bill:

           Professional                    Hourly Rate
           -------------                   -----------
           Matthew M. Beier, Esq.             $230
           Eliza M. Reyes, Esq.               $200
           Jean M. Steele                     $110

Ms. Besop assured the Court that the Firm does not hold any
interest adverse to the Debtor, its creditors or estate and is
disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Marinette, Wisconsin, SpecialtyChem Products,
Corp., manufactures various organic chemicals for paper products,
electronics, agricultural products and other materials.  The
company filed for chapter 11 protection on June 12, 2006 (Bankr.
E.D. Wis. Case No. 06-23131).  Christopher J. Stroebel, Esq.,
Timothy F. Nixon and Marie L. Nienhuis, Esq., at Godfrey & Kahn,
S.C., represent the Debtor in its restructuring efforts.  Fort
Dearborn Partners, Inc., is the Debtor's turnaround consultant,
and gives financial advice to the Debtor.  Matthew M. Beier, Esq.,
and Eliza M. Reyes, Esq., at Brennan, Steil and Basting, S.C., and
Matthew T. Gensburg, Esq., and Nancy A. Peterman, Esq., at
Greenberg Traurig, L.L.P., represent the Official Committee of
Unsecured Creditors of the Debtor.  In its schedule of assets and
liabilities, the Debtor disclosed $11,394,224 in total assets and
$12,323,425 in total debts.


STANDARD PARKING: Has $10.18MM Working Capital Deficit at June 30
-----------------------------------------------------------------
Standard Parking Corporation disclosed that its second quarter
2006 revenue (excluding reimbursed management contract expense)
grew 4% while gross profit 7%, respectively.  Pre-tax income
increased by 15%.

"We are obviously pleased to deliver yet another quarter of solid
operating results," James A. Wilhelm, president and chief
executive officer, said.

"Strong 15% growth in pre-tax income reflects the Company's
ongoing ability to provide consistent, predictable financial
results despite the continuing impact of Hurricane Katrina.

"We added 18 net new locations during the second quarter of 2006,
and our retention rate for existing business improved to 92% for
the twelve months ended June 30, 2006.  Our improving retention
rate speaks to our product and our ability to deliver it, whether
through stringent internal auditing of our revenue controls, our
parker-oriented amenity programs or our technological solutions
for clients.  The fact that we are winning more than we are losing
provides further evidence that our product is being well received
in the market."

                 Second Quarter Operating Results

Revenue for the second quarter of 2006, excluding reimbursed
management contract expense, increased by approximately 4% to
$64.9 million from $62.5 million in the year ago period.
Excluding New Orleans, revenue from same locations (locations open
more than one year) increased by 6% as compared to the second
quarter of 2005.

Gross profit in the quarter increased by more than 7% to
$18.8 million from $17.5 million a year ago, despite the fact that
gross profit from the Company's New Orleans operations was
$500,000 less than the year ago period due to Hurricane Katrina.

While the recovery in New Orleans continues, progress is slow and
not all of the City's operations are back to pre-Hurricane levels.
During the second quarter, however, the Company did resume
collections from the City's on-street meters, and now is
collecting revenues from 3,800 parking spaces.

An insurance claim for the Company's Hurricane-related losses has
been filed, although no final determination is expected before the
end of 2006.

Second quarter 2006 gross profit included $200,000 realized from
the Sound Parking portfolio, which was partially offset by a
$100,000 charge related to an operation in Minnesota.

The contract for the Minnesota location was terminated as of the
end of May 2006, and the Company does not expect any further
financial obligations related to that contract.  Same location
gross profit increased by 6% during the second quarter, and would
have been 8% excluding New Orleans.

General and administrative expenses increased by approximately 9%
to $10.1 million from $9.2 million a year ago.  The increase was
due partially to the January acquisition of the Sound Parking
operations of $100,000 and stock compensation expense of $200,000
resulting from the adoption of FAS 123R.

Also, audit and Sarbanes-Oxley costs were incurred earlier in the
year this year as compared to last year contributing to $200,000
of the increase in G&A.  The remainder of the increase was due to
resource investments in new initiatives that began in the latter
part of 2005.

Second quarter 2006 general and administrative expenses were down
$600,000, or almost 6% as compared to the 2006 first quarter, and
the Company expects that its underlying G&A run rate for the
remainder of 2006 will be consistent with second quarter levels.

Second quarter 2006 operating income increased by almost 6% to
$7.2 million versus $6.8 million in the year ago quarter.

Free cash flow was used to reduce borrowings, resulting in reduced
leverage and borrowing rates.  Therefore, despite a higher
interest rate environment, interest expense for the second quarter
of 2006 decreased by almost 11% to $2.2 million from $2.5 million
a year ago.

Pre-tax income for the second quarter increased by more than 15%
to $5.0 million from $4.4 million in the second quarter of 2005.
The Company expects its 2006 book tax provision to be
approximately 15% in the absence of any changes to the valuation
allowance for its deferred tax assets.  Given the potential for
significant fluctuation in GAAP tax expense, the Company considers
year-over-year growth in pre-tax income to be the most meaningful
measure of its overall earnings performance.  The Company
continues to expect its cash tax expense to be under 5% for 2006.

Net income for the 2006 second quarter was $4.4 million versus
$4.3 million a year ago.

At June 30, 2006, the Company's balance sheet showed
$194.149 million in total assets, $167.102 million in total
liabilities, and $27.046 million in total stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity
with $48.404 million in total current assets available to pay
$58.584 million in total current liabilities coming due within the
next 12 months.

Free cash flow for the second quarter was $13.6 million as
compared with $2.8 million a year ago.

There was a permanent shift in the timing of approximately
$3.0 million in payments under the Company's performance-based
compensation program, from the 2005 second quarter to the first
quarter of 2006 (and subsequent years).

Normal fluctuations in the timing of payments, collections and
certain accruals can impact free cash flow significantly.  In the
first quarter of 2006, such fluctuations resulted in negative cash
flow.  As expected, many of these items reversed in the second
quarter, resulting in the higher free cash flow.  Free cash flow
was used to repay debt and repurchase shares of the Company's
stock in open market transactions totaling $3.0 million.

The Company repurchased approximately 105,000 shares at an average
price of $28.50.  Through June 2006, the Company has repurchased
stock at a cost totaling $6.0 million of the $7.5 million
authorized by the Board.

                         Debt Refinancing

The Company has entered into an amended and restated senior credit
agreement.  The $135 million revolving facility, which matures in
June 2011, represents a commitment increase of $45 million.  Key
changes to the credit agreement consist of a reduction in the
pricing of the LIBOR Margin, Base Rate Margin and the Letter of
Credit Fee Rate of up to 50 basis points.

On July 31, the Company repaid the remaining principal balance of
$48.9 million, along with accrued interest, on all of its
remaining 9.25% Notes with lower cost borrowings under its senior
credit agreement.

As a measure of protection against rising interest rates, on
Aug. 1, 2006, the Company purchased a three-year interest rate cap
on $50 million of revolving borrowings, which will cap LIBOR at
5.75%.

Mr. Wilhelm commented, "Our debt refinancing represents the latest
step in our ongoing efforts to lower the cost of our debt
financing and overall cost of capital while maintaining a high
degree of financial flexibility.  Our consistent performance from
both an earnings and cash flow perspective has enabled us to
refinance our debt and achieve an expected cost savings of $0.04
per share for the remainder of 2006."

                        Recent Developments

   -- A multi-year contract to manage over 15,000 parking spaces
      at the Portland International Airport in Portland, Oregon.
      Four other parking operators, including the incumbent, had
      competed for this contract.

   -- Expansion of the Company's contract with the Cincinnati
      Airport to include shuttle bus services to transport
      employees and customers from the terminals to remote parking
      lots.

   -- A contract to manage 6,000 parking spaces serving the newly
      constructed Toyota Park in Chicago, permanent home to Major
      League Soccer's Chicago Fire.  The 28,000-seat stadium will
      also host concerts and other special events throughout the
      year.  With the award of this new contract, Standard Parking
      now manages every major sports stadium parking facility in
      the Chicago area.

   -- A multi-year contract to manage parking at the Gateway East
      and Gateway North garages in Cleveland, Ohio.  The parking
      garages serve the downtown Cleveland market as well as
      Jacobs Field, home of Major League Baseball's Cleveland
      Indians, as well as Quicken Loans Arena, home to the
      National Basketball Association's Cleveland Cavaliers.

   -- A contract to manage the parking serving the Pearl Harbor
      Visitors Center in Honolulu.  The parking lot provides
      visitor parking for the Battleship USS Missouri Memorial and
      the USS Bowfin Submarine Museum, as well as overflow parking
      for the USS Arizona Memorial.

   -- A contract awarded by the New York City Economic Development
      Corporation to manage two parking facilities containing
      850 parking spaces and shuttle busses that serve the Staten
      Island Ferry.

   -- A multi-year contract awarded to operate Market Place I & II
      in Seattle, Washington.  The award enhances the relationship
      between Standard Parking and Tishman Speyer, one of the
      world's leading owners, developers and operators of
      first-class real estate.

   -- Expansion of the Company's contract with New York Hospital
      Queens to include a shuttle operation that transports
      employees, physicians and visitors to and from area parking
      facilities to the Medical Center.

                       Year-to-Date Results

Revenue for the first half of 2006, excluding reimbursed
management contract expense, increased by over 4% to
$128.5 million from $123.0 million in the first half of 2005.

Gross profit for the first half of 2006 increased over 12% to
$37.6 million from $33.5 million in the year ago period.  The
Sound Parking portfolio in Seattle that the Company acquired in
January 2006 generated $400,000 of gross profit in 2006.  Gross
profit for 2006 was negatively affected, however, by $800,000 due
to the continuing impact of Hurricane Katrina and by a $200,000
charge related to the terminated Minnesota operation.

General and administrative expenses for the first six months of
2006 increased 13% to $20.7 million from $18.3 million for the
first six months of 2005.  Aside from the ongoing costs related to
permanent resource investment in growth initiatives, other
contributing factors include expenses associated with the acquired
Sound Parking operations of $300,000, stock compensation expense
of $300,000, and additional audit and Sarbanes-Oxley expenses of
$200,000.

Operating income for the first half of 2006 increased almost 22%
to $13.9 million from $11.4 million in the first half of 2005.
Excluding the $900,000 valuation allowance taken in the first
quarter of 2005, first half 2006 operating income would have
increased 13% over first half 2005 results.

Interest expense decreased by $500,000 to $4.4 million for the
first six months of 2006, due to a reduction in outstanding
borrowings and applicable rates.

Pre-tax income was $9.4 million, an increase of almost 46% over
the same period last year.  After adjusting for last year's
valuation allowance, pre-tax income for the first six months of
2006 increased 28% as compared with the same period of 2005.

Income tax expense was $1.3 million for the first six months of
2006 as compared with $100,000 for the six months of 2005 due to
the recording of $500,000 of quarterly deferred tax expense.  Net
income for the first half of 2006 was $8.2 million as compared
with $6.4 million in the same period of 2005, an increase of 29%.

The Company generated $10.8 million of free cash flow during the
first half of 2006 as compared with $8.7 million during the first
half of 2005. With the elimination of semi-annual interest
payments that will result from the Company's July 2006 redemption
of all of its outstanding 9.25% Notes, the timing of free cash
flow will change from its historical patterns, even without the
normal fluctuations in working capital.  The Company nevertheless
continues to expect to generate at least $20 million in 2006 free
cash flow.

Mr. Wilhelm concluded, "Our pipeline for new business remains
strong, especially in our airport and hospital and university
businesses.  In the Airport Division, we retained every contract
that was up for bid during the first two quarters and added some
new inventory.  We are on track with what we have forecasted in
terms of deals for the third and fourth quarters.

"As expected, our recent acquisition of the Sound Parking
portfolio is providing benefits through its integration into our
operations in the Pacific Northwest.  We are successfully
leveraging its relationships with our size to participate in major
transactions in that marketplace that neither Company would have
been able to accomplish on its own.

"Finally, due to our stock's performance and the resulting
increase in our market capitalization, Standard Parking recently
was added to the Russell 2000 Index.  We look forward to the
increased visibility that this recognition will bring."

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

Standard Parking Corporation (NASDAQ: STAN) --
http://www.standardparking.com/-- provides parking facility
management services.  The Company provides on-site management
services at multi-level and surface parking facilities for all
major markets of the parking industry.  The Company manages over
1,900 parking facilities, containing over one million parking
spaces in more than 300 cities across the United States and
Canada, including parking-related and shuttle bus operations
serving more than 60 airports.

                           *     *     *

Standard & Poor's Ratings Services raised Standard Parking Corp.'s
corporate credit and senior secured debt ratings to 'B+' from 'B',
and raised the senior subordinated debt rating to 'B-' from
'CCC+'.


SUB SURFACE: Posts $423,361 Net Loss in Third Fiscal Quarter
------------------------------------------------------------
Sub Surface Waste Management of Delaware, Inc., posted a $423,361
net loss on $76,662 of net revenues in the third fiscal quarter
ending June 30, 2006, the Company disclosed in a Form 10-QSB
filing delivered to the Securities and Exchange Commission on
Aug. 4, 2006

As of June 30, 2006, the Company's balance sheet showed assets
totaling $1,214,490 and $547,282 stockholders equity.

                 Liquidity and Capital Resources

Cash totaled $139,286 as of June 30, 2006.  During the nine months
ended June 30, 2006, the Company raised $157,000 net of $5,000
placement fees from issuance of 4,350,000 shares of restricted and
unrestricted common stock, including the sale of 150,000 shares of
unrestricted common stock to Fusion Capital Fund II, LLC.

As of June 30, 2006 the Company had working capital of $383,100,
compared to a negative working capital of $14,111 as of June 30,
2005.  Current assets as of June 30, 2006 of $1,050,308 include
$465,696 due from affiliates compared to current assets of
$1,008,590 included $771,829 due from affiliates for the period
ended June 30, 2005.

To date, the Company has financed its operations principally
through private placements of equity securities and debt.  The
Company believes that it will raise sufficient cash to continue
its operations through September 30, 2006, and anticipates that
cash generated from anticipated private placements and projected
revenues during the next quarter of fiscal 2006 will enable it to
fulfill cash needs for 2006 operations.

The Company has approximately $5,885,000 remaining to be used on
its equity financing agreement with Fusion Capital.  However, in
order to use this financing, the stock price must be $0.10 or
better for a specified period of time.

According to Conrad Nagel, the Company's Chief Financial Officer,
there can be no assurance that additional private or public
financing, including debt or equity financing, will be available
as needed, or, if available, on terms favorable to the Company.
Any additional equity financing may be dilutive to shareholders
and such additional equity securities may have rights, preferences
or privileges that are senior to those of the Company's existing
common or preferred stock.  Furthermore, debt financing, if
available, will require payment of interest and may involve
restrictive covenants that could impose limitations on the
operating flexibility of the Company.  The failure of the Company
to successfully obtain additional future funding may jeopardize
the Company's ability to continue its business and operations.

                       Going Concern Doubt

Russell Bedford Stefanou Mirchandani LLP, the Company's auditor,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ending Sept. 30, 2005.

The auditor points to the Company's recurring losses from
operations and difficulty in generating sufficient cash flow to
meet it obligations and sustain its operations.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?f7a

Sub Surface Waste Management of Delaware, Inc., was formed under
the laws of the State of Utah in January, 1986 and re-domiciled to
the state of Delaware in February, 2001.  The Company designs,
installs and operates proprietary soil and groundwater remediation
systems.


TITAN GLOBAL: Inks $15 Million Revolving Loan With Capital Source
-----------------------------------------------------------------
Titan Global Holdings, Inc. amended its existing financing
facilities and reached an agreement in principal with Capital
Source Finance, LLC to establish a new $15,000,000 revolving
credit facility and $4,974,000 senior term loan.

The new financings will be used to repay the existing credit
facility of Oblio Telecom Inc. with Capital Source, to finance a
portion of a recapitalization, and to provide for future working
capital requirements.

"In our current fiscal year we paid approximately $7.5 million to
our senior lenders in interest, fees, and principal," said David
Marks, Chairman of Titan.  "Given these contractual obligations,
Titan wasn't able to invest in significant organic growth.  As we
look towards our next fiscal year, Titan's management is very
focused on de-leveraging its balance sheet.  Upon completion of
these new financings, Titan will have more flexibility to use its
substantial free cash flow for use to exploit Titan's organic and
strategic opportunities."

The new financings will also be used, in part, to repay senior
convertible loans due to Laurus Master Fund, Ltd.

The Revolving Credit Facility would have a term of three years and
an interest rate of the Prime Rate of Citibank, N.A. plus 1.50%,
and the Senior Term Loan would have a term of three years and
would be amortized over four years on a straight line basis with
an interest rate of the Prime Rate of Citibank, N.A., plus 4.00%.
Titan and Capital Source expect to close the transaction by
September 30, 2006.

These new financing arrangements will include the issuance of
Common Stock and dilution to current shareholders.  There can
be no assurance that such new financing arrangements will be
finalized in a timely fashion or on terms acceptable to Titan.  If
the parties are unable to agree on final terms, the contemplated
financings will not be completed.

"In our fiscal year which ends August 31, 2006 Titan made great
fundamental progress in dramatically growing its revenue and
EBITDA," said Bryan Chance, CFO of Titan Global Holdings.  "The
completion of these financings will give our subsidiaries the
working capital to exploit organic and strategic opportunities
that deliver a high return on invested cash flow."

EBIDTA is defined as earnings before interest, taxes, depreciation
and amortization.

The agreement in principal is subject to Capital Source's
ongoing due diligence and audits, Titan's execution and delivery
to Capital Source of loan and security agreements, notes, and
assurances as are reasonable and customary for similar loans, and
as Capital Source may reasonably require in connection with the
Closing.

Further, the agreement in principal requires Titan to issue
Capital Source 175,000 shares of its common stock and to raise
additional equity or convertible debt of at least $5.5 million.

Titan has filed an 8-K with the Securities and Exchange Commission
relating to its financing with Capital Source.

Headquartered in Salt Lake City, Utah, Titan Global Holdings, Inc.
(OTCBB: TTGL) -- http://www.titanglobalholdings.com/-- operates
through three divisions: Oblio Telecom, Inc., Titan PCB East, Inc.
and Titan PCB West, Inc.  Oblio is engaged in the creation,
marketing, and distribution of prepaid telephone products for the
wire line and wireless markets and other related activities.
Titan PCB is a printed circuit board manufacturer providing
competitively priced time-sensitive, quality products to the
commercial and military electronics markets.  Titan PCB offers
high layer count, fine line production of rigid, rigid-flex and
flex PCBs.

                         Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 5, 2006, Wolf
& Company, P.C., in Boston, Massachusetts, raised substantial
doubt about Titan Global Holdings, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the fiscal year ended Aug. 31, 2005.  The auditor
pointed to the Company's significant operating losses, high debt
levels, defaults on debt covenants, and negative working capital.

At May 31, 2006, the Company's balance sheet showed total assets
of $46,945,000 and total liabilities of $54,586,000, resulting in
a stockholders' deficit of $7,641,000.


TRIPATH TECH: June 30 Balance Sheet Upside-Down by $4.8 Million
---------------------------------------------------------------
Tripath Technology Inc. filed its third 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 $1.297 million net loss on $2.382 million
of revenues for the third quarter ended June 30, 2006, compared
with a $600,000 net loss on $2.886 million revenues for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed
$7.824 million in total assets and $12.661 million in total
liabilities, resulting in a $4.837 million stockholders' deficit.

The Company's June 30 balance sheet showed strained liquidity with
$6.991 million in total current assets available to pay $12.243
million in total current liabilities coming due within the next 12
months.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?f77

                        Going Concern Doubt

As reported in the Troubled Company Reporter on Dec. 15, 2005,
Stonefield Josephson, Inc., expressed substantial doubt about
Tripath Technology Inc.'s ability to continue as a going concern
after it audited the Company's financial statements for the year
ended Sept. 30, 2005 and 2004.  The auditing firm pointed to the
Company's recurring operating losses and accumulated deficit.

                           About Tripath

Headquartered in San Jose, California, Tripath Technology Inc. --
http://www.tripath.com/-- is a fabless semiconductor company
which provides power amplification to the Flat Panel Television,
Home Theater, Automotive Audio and Consumer and PC Convergence
markets.  Tripath owns the patented technology called Digital
Power Processing.  Tripath markets audio amplifiers with DPP(R)
under the brand name Class-T(R).  Tripath's current customers
include Alcatel, Alpine, Hitachi, JVC, Samsung, Sanyo, Sharp, Sony
and Toshiba.


TRUST ADVISORS: Court Confirms First Amended Reorganization Plan
----------------------------------------------------------------
The Honorable Alan H. W. Shiff of the U.S. Bankruptcy Court for
the District of Connecticut in Bridgeport confirmed Trust Advisors
Stable Value Plus Fund's First Amended Plan of Reorganization on
July 28, 2006. The Court determined that the Plan satisfies the 13
requirements imposed by Section 1129(a) of the Bankruptcy Code.

The Plan contemplates the orderly liquidation and distribution of
the Debtors' assets.  No classes of creditors are impaired under
the Plan while two classes of interest holders are impaired.

On the effective date, the Declaration of Trust of Circle Trust
Company Trust Advisors Employee Benefit Investment Funds will be
amended to incorporate the provisions of the Plan.  The fund will
exist solely for the purposes of:

     -- making the distributions provided for in the Plan; and

     -- funding and prosecuting litigation as provided for in the
        Plan.

Circle Trust will remain as Fund Trustee but fiduciary duties will
be exercised by Fiduciary Counselors, Inc., as liquidating
fiduciary.  Reliance Trust Company will continue to provide
custodial services with respect to the Fund.

                        Treatment of Claims

Allowed Unsecured Claims, estimated at $500,000, will be paid in
full with interest on the effective date of the Plan.

Hong Kong and Shanghai Banking Corporation will retain its rights
under the HSBC Amended Liquidating Account Agreement.  HSBC will
not be entitled to any cure amount as a result of the assumption
of the agreement.

Under the Plan, the Liquidating Fiduciary has the option to pay in
full the holders of Class 3 Allowed Investor Interests with a
March 31, 2006 SEI Assets Interest of $3,000 or less, it the
Department of Labor litigations is resolved as anticipated.  The
SEI Stable Asset Fund is a collective investment fund with respect
to which the SEI Trust Company serves as Trustee.

Allowed Investor Interests with a March 31, 2006, SEI Asset
Interest of $70,000 or less under Class 3 will remain a
participant in the Fund and will have a proportionate interest in
each of the assets of the Fund.  This class will receive an
initial cash distribution on the effective date with respect to
all assets of the fund other than the SEI assets.  Periodic
distributions from the fund will subsequently be made equal to the
additional aggregate amounts that have been liquidated.  With
respect to the SEI assets, each holder will receive, on the
effective date, a cash distribution equal to the holders'
effective date SEI asset interest.

Allowed Investor Interests with a March 31, 2006, SEI Asset
Interest of more than $70,000, will receive similar treatment as
those under Class 3 with respect to all assets of the fund other
than the SEI assets.  This class' SEI assets will have a special
treatment under the Plan.

A full-text copy of the Debtor's First Amended Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060815232923

Headquartered in Darien, Connecticut, Trust Advisors Stable Value
Plus Fund is a collective trust for employee benefit plan
investors and was created to serve as an investment vehicle for
various types of pension plans qualified under Section 401(a) of
the Internal Revenue Code, which plans are also governed by the
Employee Retirement Income Security Act of 1974.  The Company
filed for chapter 11 protection on Sept. 30, 2005, (Bankr.
D. Conn. Case No. 05-51353).  Scott D. Rosen, Esq., at Cohn
Birnbaum & Shea P.C. represents the Debtor in its restructuring
efforts.  Robert A. White, Esq., Robert E. Kaelin, Esq., and Lissa
J. Paris, Esq., at Murtha Cullina LLP, represent the Official
Committee of Unsecured Investor Creditors.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
of more than $100 million.


USEC INC: Earns $21.6 Million in Second Quarter of 2006
-------------------------------------------------------
USEC Inc. reported net income of $21.6 million in the quarter
ended June 30, 2006, compared with a loss of $3.0 million in the
same quarter of 2005.  Pro forma net income before American
Centrifuge expenses was $38.4 million in the second quarter of
2006, compared with $11.6 million in the same period of 2005.

For the first six months of 2006, net income was $56.2 million
compared with a loss of $2.1 million in the same period of 2005.
Pro forma net income before American Centrifuge expenses was
$85.3 million in 2006 compared with $26.2 million in the same
period last year.

The improved second quarter results were a result of 89% higher
revenue than the year earlier due to higher SWU volume and higher
average prices billed to customers, increased sales of higher
margin uranium, and lower interest expense following the repayment
of bonds maturing in January 2006.  Expenses related to the
American Centrifuge were $3.2 million higher than in the second
quarter of 2005.

"Our financial results demonstrate that the steps taken in recent
years to lower costs and improve the gross margin for our products
are producing strong results," John K. Welch, USEC president and
chief executive officer, said.

"Nonetheless, we are very mindful that higher power costs will
have a detrimental effect on earnings going forward, and we are
focused on developing mitigating actions.

"We also continue to evaluate the best path for demonstrating and
deploying the American Centrifuge technology, which we expect to
be an industry leading uranium enrichment process," Mr. Welch
said.

"As we continue with our demonstration activities to finalize the
machine design, the data we have gathered thus far gives us a high
degree of confidence that the centrifuges we plan to deploy
commercially will operate as well, or possibly better, than we had
initially targeted.

"We anticipated installing the first cascade of machines in the
demonstration facility late this summer and to begin operating the
cascade thereafter.  While we expect to be operating a small
number of machines by late summer, we have adjusted our plans to
have a full Lead Cascade of machines installed and operating by
mid-2007.

"In April, we tested a centrifuge machine that achieved
performance essentially at our target level under sub-optimal
operating conditions.  We believe that taking some additional time
now to optimize the performance and reliability of individual
machines is the prudent course of action to ensure we are
maximizing shareholder value," Mr. Welch said.

USEC is currently expensing most of its spending related to the
American Centrifuge, directly reducing net income.  To help
investors evaluate the impact of these adjustments to current
business results, USEC is reporting a non-GAAP financial measure -
pro forma net income before American Centrifuge expenses.

                              Revenue

Revenue for the second quarter was $525.3 million, compared with
$277.4 million in the same period a year earlier.  Revenue from
sales of Separative Work Units was $404.3 million, which was
$211 million or 109% higher than the second quarter of 2005.  The
increase was due to 5% higher average prices billed to customers
and volume that nearly doubled quarter over quarter.  Uranium
revenue was $71 million, $37.3 million higher than a year earlier,
reflecting substantially higher volume and relatively flat average
prices billed to customers.  Revenue from U.S. government
contracts and other was virtually unchanged year over year for
both the quarter and six-month periods.

For the six-month period, revenue was $886.6 million, or
$298 million more than the same period of 2005.  Revenue from SWU
sales was $638.3 million, a 57% improvement over last year on a 7%
increase in prices billed to customers and a 47% increase in
volume.  Uranium revenue for the first half of 2006 was
$146.8 million compared with $79.5 million in the same period last
year, an 85% increase that reflects a 33% increase in the average
price billed to customers.

At June 30, deferred revenue amounted to $108.3 million, with a
deferred gross profit of $40.7 million.  In a number of sales
transactions, USEC transfers title and collects cash from
customers but does not recognize the revenue until low enriched
uranium is physically delivered.

                             Cash flow

At June 30, 2006, USEC had a cash balance of $21.6 million.
Short-term debt under the bank credit facility was $26.0 million.
Cash flow from operations during the six-month period was
$39.7 million compared with $38.2 million in the same period a
year earlier.  Operations generated more cash year over year on
higher customer collections but this was offset by additional
payments to Russia due to timing of deliveries to USEC, higher
payments for power due to prepayments to TVA under the new power
contract, and higher tax payments.  The largest use of cash during
the first half of 2006 was the repayment of principal at maturity
of the remaining $288.8 million of bonds due in January 2006.  The
Company also had $16.1 million in capital expenditures, including
capitalized costs for the American Centrifuge Plant, compared with
$11.8 million in capital expenditures in the same period last
year.

USEC entered into a five-year, syndicated bank credit facility in
August 2005 that provides up to $400 million in revolving credit
commitments secured by assets of the Company and its subsidiaries.
As agreed, the facility's availability was reduced by $150 million
on July 20 until USEC issues additional debt or equity.  Proceeds
from any future debt or equity offerings would reduce the amount
of this $150 million reserve on a dollar-for-dollar basis.  The
Company expects that its cash, internally generated funds from
operations and available financing under the credit facility will
be sufficient over the next 12 months to meet its cash needs.

                    American Centrifuge Update

The Company continues its substantial efforts at developing and
deploying the American Centrifuge technology as a replacement for
the gaseous diffusion technology used at its Paducah plant.  Since
early 2005, it has been manufacturing and testing prototype parts,
components, subassemblies and full centrifuges in order to
finalize the design and gather reliability data for the machines
that it anticipates will be operated in the Lead Cascade.

As part of this process, individual parts, subassemblies and
individual machines are put through a series of mechanical tests
to determine operating parameters and performance capability.
These initial tests are run with the centrifuges empty;
subsequently under plant-like conditions, machines are tested with
uranium hexafluoride (UF6) to measure separation performance.
This testing takes place at our leased facilities at Oak Ridge,
Tennessee.

Once optimized performance of the Company's prototype machines is
achieved, it plans to assemble these machines into a group it
calls a Lead Cascade, that is, the first cascade in its
demonstration facility in Piketon, Ohio.  The Company has a
license to operate this Lead Cascade on UF6 gas in order to
measure operational aspects of the cascade of machines operating
as a grouped unit.  This configuration provides data that helps to
predict the way they will operate in a full scale commercial
plant.  Operating the Lead Cascade will give the Company the
performance and reliability data it needs to help confirm the
economics of the American Centrifuge program.

The Company has been strongly encouraged by the performance of its
prototype machines in testing at its facilities in Oak Ridge.  For
example, the Company has achieved performance essentially at its
target level of about 320 SWUs per machine per year under sub-
optimal operating conditions.  As with any large scale
development-to-commercialization project, it has experienced
various challenges in manufacturing and testing that have caused
delays and over the course of the project it is likely to
encounter additional challenges.  The Company continues to have
every confidence in the technology and its well-qualified program
team.

The Company had targeted to install the first cascade of
centrifuges in Piketon late this summer and begin operating the
machines shortly thereafter.  While it expects to be operating a
small number of machines at the demonstration facility by late
summer, the Company has adjusted its plans to have a full Lead
Cascade of machines installed and operating by mid-2007.  The
Company has the capability to build and install a Lead Cascade of
machines that can perform at less than its target level.  The
Company believes that taking some additional time now to optimize
the performance and reliability of individual machines could
result in its deploying centrifuges with higher performance.

The process of obtaining an operating license from the U.S.
Nuclear Regulatory Commission for the American Centrifuge plant
continues to move forward, with the license still expected to be
issued by early 2007.  USEC also continues to evaluate its options
for financing the American Centrifuge plant.  It plans to finance
the project through a combination of internally generated cash as
well as the proceeds from debt and equity securities offerings.
Its ability to secure financing will depend upon project
economics, risk profile, and projected revenues and earnings,
taking into account overall cost estimates, timing and market
assumptions, including SWU prices and continued restrictions on
Russian low-enriched uranium imports under the Russian Suspension
Agreement.

                      Other Business Matters

   -- The International Trade Commission voted on July 18 to
      maintain the antidumping suspension agreement that limits
      imports of Russian uranium products.  By a 4 to 1 vote, the
      ITC found that lifting the 1992 Russian suspension agreement
      would likely cause material injury to domestic producers,
      including USEC.  The ITC ruling was part of a "sunset
      review" of the Russian suspension agreement and was parallel
      with a May 31 finding by the U.S. Department of Commerce
      that terminating the agreement would likely lead to a
      resumption of dumping of Russian uranium products.  Under
      the Russian suspension agreement, Russia is only allowed to
      sell enriched uranium in the United States through USEC as
      part of the Megatons to Megawatts nonproliferation program
      that has eliminated material equivalent to more than 11,000
      nuclear warheads.

   -- The Paducah plant uses Freon as a primary process coolant.
      Production of Freon ended a decade ago in the United States
      and is no longer commercially available.  The Company has
      exhausted its inventory of Freon at Paducah and it plans to
      use a portion of the 4 million pounds of Freon stored at the
      Piketon plant.  The total amount would provide approximately
      10 years of Freon supply for its Paducah operations.
      Approximately 400,000 pounds of this Freon has been moved to
      the Paducah plant and the Company anticipates loading this
      coolant into the plant in August.  The Company is in
      discussions with DOE regarding our use of this Freon.  It
      expects the 400,000 pounds to be sufficient for operations
      through late 2007.

   -- In July 2006, USEC, the Department of Energy's National
      Nuclear Security Administration and BWX Technologies
      completed a multi-year project of converting U.S. highly
      enriched uranium into nuclear fuel for commercial power
      plants.  Approximately 50 metric tons of weapons-grade HEU
      equivalent to about 800 nuclear warheads was converted into
      nearly 660 metric tons of low-enriched fuel.  DOE
      transferred the HEU to USEC as part of the privatization of
      the Company in 1998.  USEC contracted with BWXT to downblend
      the surplus HEU with natural uranium, and USEC sold the
      resulting commercial-grade fuel to its utility customers.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?f98

Bethesda, Maryland-based USEC Inc. (NYSE:USU) is a global energy
company that supplies enriched uranium fuel for commercial nuclear
power plants.

                           *     *     *

As reported in the Troubled Company Reporter on June 30, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on USEC Inc. to 'B-' from 'B+'.  At the same time, S&P
lowered its senior unsecured rating on USEC's 6.75% senior notes
due 2009 to 'CCC' from 'B-'.  S&P said the outlook is negative.

Moody's Investors Service downgraded the senior unsecured debt
rating of USEC Inc. to B2 from Ba3.  Moody's also downgraded the
Corporate Family Rating to B1 from Ba2.


VERIFONE HOLDING: To Acquire Trintech's Payment Systems Business
----------------------------------------------------------------
VeriFone Holdings, Inc. agreed to acquire the payment systems
business of Trintech Group PLC in an all-cash transaction.
Trintech's unattended and outdoor payment systems will enhance
VeriFone's solutions in the growing markets for self-service
payment, vending, and pay-at-the-pump applications.

"The acquisition continues VeriFone's expansion into new growth
markets," said VeriFone Chairman and CEO, Douglas G. Bergeron.
"Trintech built a track record of innovation and leadership in
unattended payment systems and EFT software.  The acquisition of
Trintech's payment business and its strong customer relationships
will further enhance VeriFone's leadership in the growing and ever
changing electronic payments business."

The acquisition includes a range of payment systems that will
support and extend VeriFone's existing offerings for merchants and
financial institutions.  VeriFone will take over distribution of
those products and will provide existing customers with service
and support.

"We are confident that the acquisition of our payment systems
business by VeriFone is a strong fit with VeriFone's global
position in the secure electronic payment technologies
marketplace," said Trintech Chairman and Chief Executive
Officer, Cyril McGuire. "Trintech is reinforcing its strategic
focus on its core competence in the Funds Management business.
This strategic sale is designed to allow Trintech to aggressively
expand its transaction reconciliation software business globally
servicing customers in the commercial, financial and healthcare
markets."

Trintech is divesting its payment systems business to concentrate
on its transaction reconciliation software products and services,
which allow customers to optimize enterprise funds management
performance, including transaction verification, account
reconciliation, process management and compliance.

Under the terms of the Agreement, VeriFone will pay Trintech
$12.1 million cash for all of the outstanding shares of a
newly-formed subsidiary which, prior to closing, will hold
substantially all of the assets and liabilities of the payment
systems business of Trintech.  The purchase price is subject to
adjustment based on the working capital of the business and other
accruals at the closing date.  Trintech's board of directors
has approved the sale, which is subject to customary closing
conditions and is expected to close by the end of August, 2006.

Trintech will provide further information on this transaction on
its next quarterly earnings call scheduled for Wednesday 23rd
August, 2006.

William Blair & Company, LLC and Ion Equity acted as financial
advisors to Trintech Group PLC.  Financial Technology Partners LP
and FTP Securities LLC acted as financial advisor to VeriFone.

Verifone Holdings, Inc. (NYSE:PAY) is headquartered in Santa
Clara, California, and is a global market leader in the
development and sale of point-of-sale electronic payment systems.

                        *     *     *

Verifone Holdings' Corporate Family and Bank Loan Debt's Rating
carry Moody's Investors Service B1 rating.


VTEX ENERGY: Completes Acquisition of U.K. Energy Assets
--------------------------------------------------------
VTEX Energy, Inc., and its wholly-owned subsidiary, Viking
International Petroleum, PLC, completed the acquisition and the
related financing of certain energy assets in the United Kingdom.

The acquisition and financing was related to an agreement entered
into on October 7, 2005, by the Company and its subsidiary, with
Marathon Capital, LLC and U.S. Energy Systems, Inc. regarding the
joint acquisition of certain energy assets in the U.K.

The assets acquired include:

   (a) gas licenses for approximately 100,000 acres of onshore
       natural gas properties and mineral rights in North
       Yorkshire, England, containing approximately 62.4 bcf of
       proved and probable reserves;

   (b) the Knapton Generating Station, a 42 MW gas-fired power
       plant associated with and located in the vicinity of the
       natural gas reserves in North Yorkshire, England; and

   (c) certain related gas gathering and processing assets.

The Company disclosed that, as part of the U.K. transaction, it
entered into a power purchase agreement and a gas sales agreement
with Scottish Power Energy Management, under which Scottish Power
is required to take all of the electricity generated by the
Knapton Generating Station and all of the natural gas produced
from the associated reserves up to 100 bcf for a term of up to
12 years.

The financing of the U.K. transaction provided approximately
$167 million for the acquisition of the U.K. Assets, for certain
reserves required by the terms of the financing and for working
capital to be used by for the operation and upgrading of the U.K.
assets and the increased production of natural gas from the
reserves covered by the gas licenses.

VTEX Energy, Inc., explores for and produces oil and gas primarily
in Louisiana and Texas.  The company focuses on low-risk drilling
developments, recompletions, and workovers, and has estimated
proved preserves of 103,000 barrels of crude oil and 9.4 billion
cu. ft. of natural gas.

                        Going Concern Doubt

Pannell Kerr Forster of Texas, P.C., in Houston, Texas, raised
substantial doubt about VTEX Energy, Inc.'s ability to continue as
a going concern after auditing the company's consolidated
financial statements for the year ended April 30, 2005.  The
auditor pointed to the company's significant losses from
operations, working capital deficiency, and additional funding
requirement.


WERNER LADDER: U.S. Trustee Objects to Financial Advisor's Fees
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, objects to
the motion of Werner Holding Co. (DE), Inc., aka Werner Ladder
Company, and its debtor-affiliates, to hire Rothschild, Inc., as
financial advisors modified to permit review of the reasonableness
of the compensation terms and the amounts to be awarded upon
submission of the firm's final fee application.

                      U.S. Trustee Objects

The U.S. Trustee tells the Court that the Debtors seek to pay
Rothschild, Inc., various "contingent" fees without regard to the
Rothschild's actual involvement in the events giving rise to those
contingent fees and whether the estate receives a benefit from
those events net of the contingent fees payable to the firm.

It also appears that Rothschild would be entitled to collect the
contingent fees even if the payment of those fees would result in
net distributions to creditors of less than the amounts that
would be distributed in an immediate Chapter 7 liquidation.

No contingent fees of any kind should be payable to Rothschild
except upon demonstration of value added for the benefit of
unsecured creditors, and those fees should not exceed the
demonstrable added value; the estates should be enhanced, not
diminished, by the engagement of Rothschild, Ms. Stapleton
contends.

The U.S. Trustee also objects to the pre-approval of Rothschild's
fee arrangement.  The U.S. Trustee argues that the review,
consideration and approval of Rothschild's fees should be
deferred until the conclusion of the Debtors' case, when the
efficacy of Rothschild's services can be evaluated.

Rothschild should be required to satisfy its burden of proof
under Section 330 of the Bankruptcy Code when it applies for
compensation, and should not be granted the benefit of
"protection" under 11 U.S.C. Section 328(a) to circumvent that
burden, Ms. Stapleton asserts.

The U.S. Trustee also notes that the Rothschild engagement letter
provide that if indemnity is not available for any reason,
Rothschild's aggregate contribution liability will be limited to
the compensation paid to Rothschild in connection with the
engagement unless the limitation is prohibited by applicable law;
in that case, relative fault may also be considered in
determining Rothschild's contribution liability.

According to Ms. Stapleton, the Court should determine now, at
the commencement of the engagement, that limitation of
Rothschild's contribution liability to compensation received is
not a reasonable term of employment and is prohibited.  That
limitation would otherwise hold Rothschild to an unconscionably
low standard of performance, essentially waiving in advance
claims for future acts and omissions.  That limitation is not
appropriate for a professional person employed to assist a debtor
in performing its statutory duties.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


WERNER LADDER: Wants to Employ PwC as Tax Advisor and Auditor
-------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask permission from the U.S. Bankruptcy Court
for the District of Delaware to employ PricewaterhouseCoopers LLP
as their tax advisors and auditors, effective as of the Petition
Date.

PwC is a multi-national accounting firm that provides auditing,
accounting advice, tax compliance and consulting, financial
consulting and advisory services and has extensive experience in
providing services for corporate restructurings in large and
complex Chapter 11 cases.

PwC has also served as the Debtors' tax advisors and auditors
since August 1999 and has become well acquainted with their
businesses, finances, operations, systems and capital resources,
relates Larry V. Friend, vice-president, chief financial officer
and treasurer of Werner Holding Co., Inc.

Pursuant to an engagement letter dated Feb. 15, 2006, PwC agrees
to:

  (1) review and sign the required state corporate income tax
      returns for the Debtors for the tax year beginning
      Jan. 1, 2005, through Dec. 31, 2005;

  (2) advise and assist the Debtors regarding tax planning
      issues, including calculating net operating loss carry
      forwards and the tax consequences of any proposed plan of
      reorganization;

  (3) assist in preparing any Internal Revenue Service ruling
      requests regarding the future tax consequences of
      alternative reorganization structures; and

  (4) perform all other tax, auditing and consulting services to
      the Debtors that are necessary in their bankruptcy
      proceedings.

According to Mr. McCutcheon, PwC received a $29,500 fixed fee for
its preparation and review of the Debtors' tax returns for 2005.
The Debtors have paid $14,750 of the fixed fee.

The Debtors will pay PwC for all other tax consulting, auditing,
and related advisory support services on an hourly basis:

      Designation                    Hourly Rate
      -----------                    -----------
      Partner                        $445 - $605
      Managing Director              $430 - $525
      Director and Senior Manager    $315 - $450
      Manager                        $295 - $420
      Senior Associate               $170 - $255
      Associate                      $130 - $180
      Intern                         $100 - $125
      Administrative Staff            $75 -  $85

The Debtors will also reimburse PwC for its reasonable expenses
incurred in connection with the provision of the additional
services.

The Debtors agree to indemnify and hold harmless PwC and its
personnel from and against any and all third-party claims, suits
and actions, and all associated damages, settlements, losses,
liabilities, costs and expenses arising from or relating to the
services provided, except to extent finally determined to have
resulted from the gross negligence or other intentional
misconduct of PwC.

Robert W. McCutcheon, a partner at PwC, assures the Court that
PwC is a disinterested person as the term is defined Sections
101(14) and 1107(b) of the Bankruptcy Code, and that the firm
represents no interest adverse to the Debtors and their estates.

     PricewaterhouseCoopers LLP
     300 Madison Avenue
     24th Floor
     New York, New York 10017
     Telephone: (646) 471 4000

                      U.S. Trustee Objects

Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, disputes
the limited liability provisions in PwC's engagement.

"Stripped to its essence, this provision holds PwC to an
unconscionably low standard of performance," Ms. Stapleton says.

The U.S. Trustee explains that the low performance standards,
which explicitly waive in advance claims for future acts and
omissions that are anything short of gross negligence or
intentional misconduct, are not appropriate for a professional
person employed to assist a debtor in performing its statutory
duties.  The effect of that provision is to dramatically curtail
the circumstances under which PwC may be held liable for more
than the amount of its fees and then, no matter how egregious
PwC's conduct, to limit the types of damages for which PwC may be
held liable.

The PwC engagement letter limits the firm's liability to pay
damages for any losses incurred by client as a result of breach
of contract, negligence or other tort committed by PwC,
regardless of the theory of liability asserted, to no more than
the total amount of fees paid to PwC for the particular service
provided under the agreement to which the claim relates.  In
addition, PwC will not be liable in any event for lost profits or
any consequential, indirect punitive, exemplary or special
damages.

Ms. Stapleton suggests that PwC provide proof that the limitation
of liability provisions its seeks are common in the marketplace
for tax services, and are reasonable.  Otherwise, those
provisions should be stricken.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 4;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


WORLDGATE COMMS: Completes $11 Mil. Funding With Cornell Capital
----------------------------------------------------------------
WorldGate Communications Inc., completed a transaction for up
to $11 million of convertible debenture financing with Cornell
Capital Partners, an investment fund which provides innovative
financing solutions to growing companies in the small-cap sector
worldwide.

"We believe that this transaction significantly strengthens
WorldGate's financial position and allows us to continue to invest
in our Ojo video phone" said Hal Krisbergh, Chairman and CEO at
WorldGate.  "Cornell's investment, which is the largest investment
by a single investor in the Company's history, will increase our
ability to continue our technological leadership in video
telephony and continue to market Ojo to customers around the
world.  Our recent successes in several key parts of the world
will be enhanced by the support this investment will provide."

The debenture has a maturity of three years, an interest rate of
six percent per annum, and is convertible into WorldGate's common
stock at a conversion price of the lesser of $1.75 per share or
the 90% of a calculation based on the volume weighted average
closing price.  WorldGate received $6 million at the closing of
the transaction.  An additional $3 million will be funded upon
shareholder approval of the transaction and $2 million will be
funded upon an effective registration of the shares.

As part of this private placement WorldGate will also issue five-
year warrants to purchase up to a total of 2,595,000 shares of
WorldGate common stock, with 1,145,000 of the shares having an
exercise price of $1.85 per share, 1,100,000 of the shares having
an exercise price of $2.35 per share, and 350,000 having an
exercise price of $2.60 per share.

"We are excited for this opportunity to work with the management
of WorldGate and their Ojo Personal video phone" Michael
D'Ecclesiis of Cornell Capital stated.  "We look forward to a
longstanding relationship with the company."

Headquartered in Trevose, Pennsylvania, WorldGate Communications,
Inc. -- http://www.wgate.com/-- designs, manufactures, and
distributes personal video phones.  WorldGate's products is
marketed to consumers through cable, DSL, VoIP and satellite
service providers as well as through retail stores worldwide under
the Ojo brand name.  WorldGate is traded on NASDAQ under the
symbol WGAT.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 16, 2006,
Marcum & Kliegman LLP expressed substantial doubt about WorldGate
Communications, Inc.'s ability to continue as a going concern.
The accounting firm pointed to the Company's recurring losses from
operations and accumulated deficit of $229 million after auditing
its financial statements for the year ended Dec. 31, 2005.

Worldgate's balance sheet at Dec. 31, 2005 showed $21,229,000 in
total assets and $26,801,000 in total liabilities resulting to a
total stockholders' deficit of $5,572,000.  The Company's balance
sheet also showed strained liquidity with $19,523,000 in total
current assets and $7,133,000 in total current liabilities.
For the 12 months ended Dec. 31, 2005, the Company incurred
a $6,851,000 net loss out of $1,558,000 in net revenues.


XERIUM TECHNOLOGIES: Earns $11.1 Million for 2006 Second Quarter
----------------------------------------------------------------
Xerium Technologies, Inc.'s net income was $11.1 million for the
second quarter of 2006 compared to a net loss of $12.3 million for
the second quarter of 2005.

The Company's net sales for the second quarter of 2006 were $154.6
million, a 6% increase from $145.9 million for the second quarter
of 2005.

The Company disclosed net cash generated by operating activities
was $18.3 million for the second quarter of 2006, compared to a
negative $11.1 million in the same quarter last year.

The Company also disclosed capital expenditures for the second
quarter of 2006 were $9.5 million, compared to $8.7 million for
the second quarter of 2005.  Approximately $6.2 million of capital
expenditures in this year's second quarter were directed toward
projects designed to support the Company's growth objectives, with
the remaining $3.3 million used to sustain the Company's existing
operations and facilities.

Net income of the Company was $20.7 million, for the first six
months of 2006, compared to a net loss of $4.1 million, for the
same period of 2005.

The Company's net sales for the first half of 2006 were $301.3
million, a 1.2% increase from $297.8 million for the first six
months of 2005. The total impact of currency fluctuations on net
sales for the first six months of 2006, as compared to the first
half of 2005, was a decrease of $5 million, including $1.6 million
from currency translation and $3.4 million from the effect of
currency on pricing.

Net cash generated by operating activities was $22 million for the
first six months of 2006, compared to $6.6 million in the same
period last year.

                  Declaration of Cash Dividend

The Company also disclosed that its Board of Directors has
declared a cash dividend of $0.225 per share of common stock
payable on September 15, 2006.

Headquartered in Wesborough, Massachusetts, Xerium Technologies,
Inc. (NYSE: XRM) -- http://xerium.com/-- is a leading global
manufacturer and supplier of two types of products used primarily
in the production of paper: clothing and roll covers.  The
company, which operates around the world under a variety of brand
names, owns a broad portfolio of patented and proprietary
technologies to provide customers with tailored solutions and
products integral to production, all designed to optimize
performance and reduce operational costs.  With 36 manufacturing
facilities in 15 countries around the world, Xerium Technologies
has approximately 3,900 employees.

                          *     *     *

As reported in the Troubled Company Reporter on Jan. 24, 2006,
Moody's Investors Service changed the outlook on Xerium
Technologies, Inc.'s ratings to negative from stable, and affirmed
the company's corporate family rating at B1.  The change in
outlook to negative reflects Xerium's weaker than expected
operating performance primarily due to production inefficiencies
in North America and delays in achieving benefits from cost
reduction initiatives.  Moody's believes the impact of these
issues, coupled with a difficult pricing environment for roll
covers and to a lesser extent clothing products, will continue to
negatively affect operating performance over the intermediate
term.

Affirmed ratings are:

     * Corporate family rating; B1
     * Guaranteed senior secured term loan B; B1
     * Guaranteed senior secured revolving credit facility; B1


* Proskauer Rose Hires Veteran Securities Litigator Thomas Sjoblom
------------------------------------------------------------------
Veteran securities litigator and regulatory attorney Thomas
Sjoblom has joined Proskauer Rose LLP as a partner.  He will be
resident in Proskauer's Washington, D.C. office in addition to
spending significant time in the firm's New York office.  He will
be joined by three associates, who, together with Mr. Sjoblom,
constitute a significant expansion of the firm's regulatory and
securities practices.

Mr. Sjoblom specializes in working with financial institutions and
with officers, directors and professionals at public companies
through all stages of criminal investigations by the Securities
and Exchange Commission, Department of Justice, state regulatory
agencies and self-regulatory organizations such as the New York
Stock Exchange and the National Associations of Securities
Dealers.  Before entering private practice, Mr. Sjoblom spent
nearly 20 years at the SEC, where he prosecuted numerous white-
collar proceedings of all types.

"Tom's experience working in private practice and as a government
prosecutor both representing and investigating companies in a wide
range of important industries and sectors will prove invaluable as
we continue to grow our securities, broker-dealer litigation and
regulatory practices across the entire firm," said Bruce E. Fader,
co-Chair of Proskauer's Litigation and Dispute Resolution
Department.

Mr. Sjoblom and the three associates -- Ben Ogletree, Jonathan
Hanks and Jackie Perrell - join Proskauer from Chadbourne & Parke,
where Mr. Sjoblom was a partner.  While at the SEC, Mr. Sjoblom
worked with the Department of Justice as a Special Assistant U.S.
Attorney in addition to being called upon by several European and
Asian governments and securities exchanges to advise them on
investigations and prosecutions.

"The addition of Tom further enhances our presence in the D.C.
legal community and is a significant part of our continued
expansion," said Mark Biros, head of Proskauer's Washington, D.C.
office.

The new group continues the growth of Proskauer's D.C. office,
which now has nearly 50 attorneys.  In March, Colin Sandercock,
the former co-chair of Heller Ehrman's Patents & Trademark
Practice Group, joined the office as a partner, as did fellow
practice group members John Isacson, Dr. Paul Booth, and David
Laub.  Also joining the office recently were two other attorneys
with significant regulatory backgrounds: Rhett Krulla, a former
senior trial attorney at the Federal Trade Commission; and Robyn
Manos, a former special counsel at the Securities and Exchange
Commission.

Mr. Sjoblom received his B.A. from the University of Minnesota,
his J.D. from William Mitchell College of Law, and his LL.M. in
Securities Regulation from Georgetown University Law Center.

Proskauer's Broker-Dealer and Investment Management Group
represents a broad spectrum of financial institutions, including
full service and boutique brokerage firms, domestic and foreign
investment banks, investment advisers, investment companies,
business development companies, hedge funds, private investment
funds and banks.  The firm provides counsel on securities
regulatory matters, corporate and investment company governance,
capital markets transactions, internal investigations, regulatory
investigations, civil enforcement proceedings, criminal
prosecutions, arbitrations and complex litigations.

The Criminal Defense and Corporate Investigations Practice Group
at Proskauer Rose represents individuals and corporate clients in
internal organizational investigations and criminal proceedings.
With significant experience as former prosecutors and defense
lawyers, Proskauer's attorneys have used their legal acumen and
professional experiences in representing clients in enforcement
agency investigations, when conducting internal organizational
investigations in response to allegations of corporate and
organizational impropriety, and during federal and state criminal
proceedings.

The attorneys in Proskauer's D.C. office practice in diverse areas
of the law including: health care; commercial litigation and
arbitration; Internet, patent, copyright, computer and
intellectual property law; internal corporate investigations and
white-collar crime; labor and employment; securities regulation
and enforcement; corporate ethics and governance; and antitrust.

                      About Proskauer Rose

Proskauer Rosen LLP -- http://www.proskauer.com/-- founded in
1875, provides legal services to clients throughout the United
States and around the world from offices in New York, Los Angeles,
Washington, D.C., Boston, Boca Raton, Newark, New Orleans and
Paris.  The firm has wide experience in all areas of practice
important to businesses and individuals, including corporate
finance, mergers and acquisitions, general commercial litigation,
private equity and fund formation, patent and intellectual
property litigation and prosecution, labor and employment law,
real estate transactions, internal corporate investigations, white
collar criminal defense, bankruptcy and reorganizations, trusts
and estates, and taxation.  Its clients span industries including
chemicals, entertainment, financial services, health care,
hospitality, information technology, insurance, Internet,
manufacturing, media and communications, pharmaceuticals, real
estate investment, sports, and transportation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   EUROMONEY
      Leveraged Finance
         Hotel Rey Juan Carlos I, Barcelona, Spain
            Contact: http://www.euromoneyplc.com/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 13-15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Regional Conference
         Hyatt Regency Resort & Spa
            Lost Pines, TX
               Contact: 870-760-7116 or http://www.turnaround.org/

September 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Kick-Off Reception
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

September 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BOK Review - Management
         Gardner Carton & Douglas, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 19-20, 2006
   STRATEGIC RESEARCH INSTITUTE
      2nd Annual Euro Distressed Debt Summit
         Le Meridien Parkhotel, Frankfurt, Germany
            Contact: http://www.srinstitute.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

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