TCR_Public/060817.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, August 17, 2006, Vol. 10, No. 195

                             Headlines

155 EAST TROPICANA: Weak Credit Measures Prompt S&P's Neg. Outlook
724 SOLUTIONS: Court Gives Final Approval on Plan of Arrangement
ABITIBI-CONSOLIDATED: Suspends Second Quarter Dividend Payment
ACRO BUSINESS: Files Schedules of Assets and Liabilities
ADELPHIA: Gets Court OK to Ink Coudersport & Bucktail Settlement

ADELPHIA COMMS: Wachovia Pays $1.25 Mil. of $460-Mil. Settlement
AEGIS COMMS: Balance Sheet Upside-Down by $4.3 Million at June 30
AGCO CORPORATION: Moody's Holds B1 Senior Subor. Notes' Rating
AIRWAY INDUSTRIES: Court Okays Rejection of Unexpired Contracts
AMERICAN AXLE: S&P Rates New $50 Million Senior Term Loan at BB

AMKOR TECH: Gets Nasdaq Delisting Notice Due to Late 10-Q Filing
AMKOR TECHNOLOGY: Form 10-Q Filing Delay Prompts Default Notice
AMKOR TECHNOLGY: Technical Default Cues Moody's to Review Ratings
AMKOR TECHNOLOGY: Default Notice Prompts S&P to Junk Rating
ARROW ELECTRONICS: Earns $92.8 Million in 2006 Second Quarter

AVIALL INC: Launches Tender Offering for 7-5/8% Senior Notes
BALLY TOTAL: Revises Potential Growth Indication for 2006
BALLY TOTAL: Paul Toback Resigns as President and CEO
BURGER KING: Earns $27 Million for the Fiscal Year Ended June 30
CALPINE CORP: Court Approves Pacific Gas Settlement Agreement

CAPITAL ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
CATHOLIC CHURCH: Spokane Will Use Cedar Sale Proceeds to Pay Fees
CHARTER COMMS: June 30 Stockholders' Deficit Widens to $5.762 Bil.
CHARTER COMMUNICATIONS: Exchange Offers Cue S&P's Negative Watch
CINCINNATI BELL: Earns $24.3 Million for 2006 Second Quarter

CLARION TECHS: Gets $1.375 Million Loan from Blair and Crown
COINMACH SERVICE: Earns $192,000 in First Fiscal Quarter of 2007
COLLINS & AIKMAN: Intends to Turn Over Collateral to Mayer Textile
COLLINS & AIKMAN: Panel Seeks Supply Contract Info from Ford, GM
COLLINS & AIKMAN: Panel Wants to Conduct Rule 2004 Probe on GECC

COMMSCOPE INC: Aborted Andrew Merger Cues S&P to Remove Neg. Watch
COMPLETE RETREATS: Wants Interim Compensation Procedures Set
COMPLETE RETREATS: Christopher Stevens Wants $750,000 Returned
DANA CORP: Roadster Automotive Acquires Dana's Slovakia Business
DANA CORPORATION: Terminates Employees at Mitchell, Indiana Plant

DELPHI CORP: Equity Panel Renews Protest over Contract Rejection
DELPHI CORP: Pension Bill Won't Spare Delphi's Obligations
DYNCORP INT'L: Posts $617,000 Net Loss in 2007 First Fiscal Qtr.
EMISPHERE TECH: Posts $3.7 Mil. Net Loss in Second Quarter of 2006
ENRON CORP: Wants Court to Compel Rule 2004 Order Compliance

ENRON CORP: Court Approves Allegheny, et al. Settlements
ENTERGY NEW: Parties Submit Briefs Related to Great Western Case
ENTERGY NEW: Court Bars Capital One's Set-Off Funds Objections
FALCONBRIDGE LTD: To Invest $130 Million in Perseverance Mine
FEDERAL-MOGUL: Allows Wilfred Morin to Proceed with Injury Suit

FINOVA GROUP: Balance Sheet Upside-Down by $607 Million at June 30
FUNCTIONAL RESTORATION: Must Pay Siemens $1.97 Mil. by Month-End
FUTURE MEDIA: Squar Milner Hired as Committee's Accountants
FUTURE MEDIA: Gets Court Nod to Hire Good Swartz as Accountants
GEMINI AIR: Emerges from Chapter 11 Protection in Florida

GENEVA STEEL: Plan Confirmation Hearing Continued to Oct. 24 & 25
GEORGIA GULF: Fitch Rates Proposed $1.05 Billion Facility at BB+
HIGHWOODS PROPERTIES: S&P Affirms $197MM Pref. Stock's BB+ Rating
HUMATECH INC: Operating Losses Spur Epstein's Going Concern Doubt
IBROADBAND INC: June 30 Balance Sheet Upside-Down by $4.1 Million

IELEMENT CORP: Restates 2006 & 2005 Financial Statements
INTEGRATED DISABILITY: Files First Amended Disclosure Statement
J.P. MORGAN: Fitch Affirms Six Certificate Classes' Low-B Ratings
KAISER ALUMINUM: Nine Directors Acquire Shares of KAC Common Stock
LAMAR ADVERTISING: Aims to Raise $200 Mil. Via Private Placement

LIVE NATION: Rising Financial Risk Prompts S&P's Negative Watch
LORBER INDUSTRIES: Court Approves Disclosure Statement
MIRANT CORP: Excluded Debtors Have Until Dec. 5 to File Plan
MIRANT CORP: Asia Pacific Unit Completes $700 Million Financing
NEOMEDIA TECH: June 30 Working Capital Deficit Tops at $18.9 Mil.

NEXSTAR BROADCASTING: June 30 Equity Deficit Widens to $74.7 Mil.
NVIDIA CORP: Form 10-Q Filing Delay Prompts S&P's Negative Watch
OWENS CORNING: WCI Wants Exterior Unit to Pay Admin. Claims
PACIFIC MAGTRON: Nevada Court Confirms Plan of Reorganization
PAETEC CORP: Inks Merger Agreement with US LEC

PAETEC CORP: US LEC Merger Cues S&P to Put B Rating on Neg. Watch
PARMALAT: Bankr. Court OKs Pact Allowing Citibank to Pursue Suit
PARMALAT GROUP: Board Reviews 1st Half 2006 Preliminary Results
PETRO STOPPING: Improved Credit Metrics Cue S&P's Stable Outlook
PLIANT CORP: Interest Rates & Covenants in Merrill Lynch Facility

PLIANT CORP: Balance Sheet Upside-Down by $715.93 Mil. at June 30
PRIDE INTERNATIONAL: Fitch Upgrades Issuer Default Rating to BB
PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $464.1 Mil.
RC2 CORP: Earns $9.1 Million in Quarter Ended June 30
READER'S DIGEST: Poor Performance Cues S&P's Negative Rating Watch

ROBERT CHAPMAN: Case Summary & 12 Largest Unsecured Creditors
ROUGE INDUSTRIES: Seeks to Extend Plan-Filing Deadline to Oct. 16
SATELITES MEXICANOS: Court to Closes Section 304 Proceeding
SATELITES MEXICANOS: Gets Interim Access to Cash Collateral
SEARS CANADA: Earns $18.1 Million in 2006 Second Quarter

SILICON GRAPHICS: Wants Ernst & Young's Employment as Auditors
SOS REALTY: Gets Interim OK to Borrow $169,464 From LBM Financial
SPECIALTYCHEM PRODUCTS: Files Schedule of Assets and Liabilities
STRATOS GLOBAL: Posts $4.1 Mil. Net Loss in Quarter Ended June 30
STRIKEFORCE TECHNOLOGIES: Inks $125,000 Security Purchase Pact

SURVEYORS INSTRUMENT: Case Summary & 20 Unsecured Creditors
TEX STAR: Judge Isgur Extends Bar Date to September 12
TEX STAR: Court OKs General Capital Partners as Financial Advisor
TOWER AUTOMOTIVE: Unit to Sell Milwaukee Facility For $2 Million
TOWER AUTOMOTIVE: Goldman Sachs Wants Claims Objection Overruled

TRANSMETA CORP: Incurs $8.5 Million Net Loss in Second Quarter
TRUMP ENTERTAINMENT: Incurs $4.9 Mil. Net Loss in Second Quarter
UNITED HOSPITAL: Panel Hires Alston & Bird as Substitute Counsel
UNITED HOSPITAL: Wants Exclusive Period Extended to December 8
US LEC CORP: Inks Merger Agreement with PAETEC Corp

VISTEON CORP: Closes $675 Million Five-Year Credit Facilities
WELLMAN INC: Incurs $15.3 Mil. Net Loss in Quarter Ended June 30
WESTERN OIL: Posts $22.8 Million Net Loss in 2006 Second Quarter
WESTSHORE TERMINALS: DBRS Holds Issuer Rating at BB (high)
WINDOW ROCK: Gets Court Nod to Ink Mepco Premium Finance Agreement

WORLD WASTE: Court Orders Disgorgement of Paid Admin. Expenses
WORLD WIDE: Judge Shefferly Converts Case into Chap. 7 Proceeding
YUKOS OIL: Eduard Rebgun Terminates Dutch Unit's Management
YUKOS OIL: PKN Orlen Hopeful on Mazeikiu Nafta Purchase Deal

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

155 EAST TROPICANA: Weak Credit Measures Prompt S&P's Neg. Outlook
------------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on 155 East
Tropicana LLC to negative from stable.

At the same time, Standard & Poor's affirmed its ratings for the
company, including its 'B-' corporate credit rating.  Total debt
outstanding at June 30, 2006 was about $135 million.

"The outlook revision follows the company's announcement of
second-quarter 2006 operating results, the first full quarter of
its newly re-branded Hooters Casino Hotel, in which earnings
continue to be well below expectations mainly due to ongoing
operating inefficiencies," said Standard & Poor's credit analyst
Michael Scerbo.  "As a result, credit measures are very weak for
the rating."

In addition, while near-term liquidity seems adequate, given
revolver availability and excess cash balances, a significant
improvement in operating performance is needed over the next few
quarters to bolster its liquidity position and cover fixed
charges.  

The ratings reflect:

   * the company's narrow business position as an operator of a
     single casino;

   * its disadvantaged off-Strip location;

   * the highly competitive market environment;

   * weaker-than-expected initial operating performance; and

   * tightening liquidity situation.   

Ratings downside is possible in the near term if the company's
liquidity position tightens further from current levels due to
continued operational difficulties.  A stable outlook is possible
if the property stabilizes operations and is able to build a
liquidity cushion.


724 SOLUTIONS: Court Gives Final Approval on Plan of Arrangement
----------------------------------------------------------------
The Ontario Superior Court of Justice has issued the final order
approving 724 Solutions Inc.'s plan of arrangement whereby 724
Holdings, Inc., an affiliated entity of Austin Ventures, would
acquire all the outstanding common shares of 724 Solutions not
owned by Austin Ventures or John J. Sims, the Company's Chief
Executive Officer.  In so issuing the final order, the Court
determined, based upon the evidence presented, that
the terms and conditions of the arrangement are fair and
reasonable to the parties affected.

The arrangement was completed on Aug. 15, 2006, subject to
satisfaction of other closing conditions.  Upon closing of the
arrangement, holders of common shares will receive $3.34 per
common share and holders of options having an exercise price less
than $3.34 will receive a cash payment in an amount per share
equal to the difference between $3.34 and the exercise price, and
all outstanding options will be cancelled.

                       About 724 Solutions

Based in Santa Barbara, California, 724 Solutions Inc. (TSX:SVN)
(Pink Sheets:SVNX) -- http://www.724.com/-- delivers technology  
and solutions that allow mobile network operators and virtual
network operators to rapidly deploy flexible and open next
generation IP-based network and data services.  724 Solutions is a
global company with development operations in Canada and
Switzerland.

At March 31, 2006, the Company's balance showed a stockholders'
deficit of $321,000, compared to a deficit of $2,382,000 at
Dec. 31, 2005.


ABITIBI-CONSOLIDATED: Suspends Second Quarter Dividend Payment
--------------------------------------------------------------
Abitibi Consolidated Inc. reported second quarter net earnings of
$157 million.  This compares to a loss of $43 million recorded in
the second quarter of 2005.  Included in the quarter's results are
after-tax specific items: a gain on translation of foreign
currencies of $130 million and a positive income tax adjustment of
$63 million, related to the reduction in the Canadian federal
income tax rate.

In conjunction with the release of its second quarter results, the
Company disclosed that it:

      * intends to proceed with an IPO of an Ontario hydro income
        fund;

      * plans to acquire remaining interest in Augusta Newsprint
        Company;

      * intend to sell woodlands to be acquired with Augusta
        Newsprint Company; and

      * will suspend quarterly dividend.

The operating profit in the quarter is $48 million, compared with
an operating profit of $57 million in the same quarter of 2005.
The reduction of operating profit from continuing operations is
mainly attributable to the strength of the Canadian dollar, lower
prices in the Wood Products segment and higher cost of products
sold in the Commercial Printing Papers segment.  These were
partially offset by higher prices in the Company's two paper
segments and lower amortization.  The 10.8% appreciation of the
Canadian dollar, compared to the US dollar, is estimated to have
had an unfavorable impact of $83 million on the quarterly
operating results, compared to the same period last year.

"The Operations Review undertaken in 2005 is yielding the desired
results.  In both Q1 and Q2, we have generated increased newsprint
EBITDA and margins on reduced sales volumes.  In fact, we shipped
13% less newsprint in the second quarter yet increased EBITDA by
19%, compared to the same quarter last year," said John Weaver,
President and CEO.

The Company intends to proceed with an initial public offering of
an income fund that would hold a minority interest in all of
Abitibi-Consolidated's Ontario hydroelectric assets.  The income
fund is intended to be the Company's growth vehicle in energy
generation.  Subject to receipt of the necessary licenses and
approvals, the offering would be expected to close in the fourth
quarter of 2006.

Subject to the closing of the IPO, the Company also intends to
exercise its option to acquire the remaining 47.5% interest in
Augusta Newsprint Company, a company operating a newsprint mill in
Augusta, Georgia.  This transaction should close during the fourth
quarter of 2006.  Concurrently, Abitibi-Consolidated intends to
proceed with the sale of 55,000 acres of woodlands related to the
Augusta operation.

The Company is also suspends quarterly dividend.  "Albeit a
difficult decision, this is the right action given today's
context," stated Mr. Weaver.

The Company's four actions are expected by themselves to further
reduce debt starting in 2007 as well as provide liquidity and
improve profitability.  "We all recognize that this is a
challenging time and we remain committed to doing what it takes to
return the Company to profitability and to fully realize the
intrinsic value of our assets," added  Mr. Weaver.

Abitibi-Consolidated is a global leader in newsprint and
commercial printing papers as well as a major producer of wood
products, serving clients in some 70 countries from its 45
operating facilities.  Abitibi-Consolidated is among the largest
recyclers of newspapers and magazines in North America, diverting
annually approximately 1.9 million tonnes of waste paper from
landfills.  It also ranks first in Canada in terms of total
certified woodlands.

                         *     *     *

As reported in the Troubled Company Reporter on May 1, 2006,
Dominion Bond Rating Service confirmed the ratings of Abitibi-
Consolidated Inc., and Abitibi-Consolidated Company of Canada at
BB (low).


ACRO BUSINESS: Files Schedules of Assets and Liabilities
--------------------------------------------------------
Acro Business Finance Corp. delivered its Schedules of Assets and
Liabilities to the U.S. Bankruptcy Court for the District of
Minnesota, disclosing:

     Name of Schedule                  Assets         Liabilities
     ----------------                  ------         -----------
  A. Real Property
  B. Personal Property              $18,112,013
  C. Property Claimed
     as Exempt
  D. Creditors Holding                                $12,610,000
     Secured Claims
  E. Creditors Holding
     Unsecured Priority Claims
  F. Creditors Holding                                 $7,619,000
     Unsecured Nonpriority
     Claims
                                   ------------      ------------
     Total                          $18,112,013       $20,229,000

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


ADELPHIA: Gets Court OK to Ink Coudersport & Bucktail Settlement
----------------------------------------------------------------
The Honorable Robert D. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York allowed Adelphia Communications
Corporation to enter into a settlement agreement with Coudersport
Television Cable Company and Bucktail Broadcasting Corporation.

The Settlement Agreement resolves a dispute among ACOM,
Coudersport and Bucktail concerning the ownership of certain
cable fiber networks that traverse the Coudersport and Bucktail
cable systems as well as other matters relating to the
Coudersport and Bucktail cable systems.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, noted
that as a result of both the Government-Rigas Settlement
Agreement and the Adelphia-Rigas Settlement Agreement, the
Coudersport and Bucktail cable systems have ceased to be managed
by ACOM, and are now operated separately and apart from ACOM's
other cable systems as of November 2005.

Disputes arose, however, in connection with the separation of the
operations of Coudersport and Bucktail from ACOM, Mr. Shalhoub
related.

To resolve those disputes and facilitate the closing of the Sale
Transaction, the Parties have agreed to the terms of the
Settlement Agreement:

    (a) The Parties agree that:

        * the PONY Ring Sheath and the Off-Air High-Def Network
          Connectivity Section are owned exclusively by ACOM; and

        * the HFC Sheath is owned by Coudersport and Bucktail.

        ACOM agrees that it will grant an indefeasible right of
        use to Coudersport and Bucktail for fiber usage on the
        PONY Ring pursuant to and subject to the terms and
        conditions of an IRU Agreement.

    (b) The Parties will enter into cost-sharing arrangements for
        the pole attachment fees and maintenance and other
        services to be provided by the Parties pursuant to and
        subject to the terms and conditions of an Overlash and
        Maintenance Agreement.

    (c) The Parties further agree that:

        * the Roumali warehouse -- located at 506 Bank Street,
          Coudersport, Pennsylvania -- is owned solely by ACOM and
          that ACOM will have the right to the sole and exclusive
          use of that property; and

        * the Dutch Hill site -- located at 595, 597 and 611 Vader
          Hill Road, Coudersport, Pennsylvania -- is owned solely
          by Coudersport and Bucktail and that Coudersport and
          Bucktail will have the right to the sole and exclusive
          use of that property.

    (d) ACOM bought out the leases of seven vehicles on the asset
        list of Coudersport and Bucktail as of April 1, 2005, used
        by Coudersport and Bucktail, and Coudersport and Bucktail
        acknowledges the receipt of the vehicles and the titles to
        those vehicles.

    (e) ACOM agrees to provide the high definition and Off-Air
        broadcast signals for Coudersport and Bucktail from the
        PONY Ring Sheath and Off-Air High-Def Network Connectivity
        Section for existing programming, pursuant to and subject
        to the terms and conditions of the IRU Agreement.

    (f) ACOM agrees to transfer, on or prior to the Confirmation
        Date and at no charge to Coudersport and Bucktail, title
        to the parcel on which the Port Alleghany hub site is
        located.  ACOM will conduct an appraisal of the remaining
        portion of that parcel on which the Port Alleghany hub
        site is not located.  ACOM will cooperate with Coudersport
        and Bucktail to permit them to purchase, prior to the
        Confirmation Date, the remaining portion of the parcel
        from ACOM at its appraised value through the United States
        Bankruptcy Court for the Southern District of New York
        through ACOM's asset divestiture process.

    (g) ACOM will grant Coudersport and Bucktail an inventory
        credit of $310,000 in order to settle all disputes
        relating to the ownership of any and all inventory
        reported on the Coudersport and Bucktail balance sheet as
        of March 31, 2005.  Coudersport and Bucktail will
        acknowledge that they received this credit as a cash
        credit.

    (h) ACOM agrees to provide Coudersport and Bucktail with an
        Internet connection pursuant to and subject to the terms
        and conditions of the IRU Agreement.

    (i) ACOM agrees to transfer ownership of the second CUDA --
        cable modem termination system -- including all associated
        cards, in the IPDC -- the data center located at 512 Bank
        Street, Coudersport Pennsylvania -- to Coudersport and
        Bucktail.

    (j) The Parties will settle, prior to the Confirmation Date,
        any and all disputes over ownership of office equipment
        and other furniture and fixtures by furnishing Coudersport
        and Bucktail with the furniture and equipment.

    (k) ACOM agrees to take steps necessary to complete, on an
        expedited basis and in any event no later than the
        Confirmation Date, the network asset separation and head
        end rebuild for Coudersport and Bucktail.  ACOM agrees to
        provide a digital head end capable of delivering the video
        and data services as were provided as of April 1, 2005, to
        the subscribers of Coudersport and Bucktail.

    (l) Consistent with Section 6 of the Adelphia-Rigas Settlement
        Agreement, ACOM agrees that $686,746 of prepetition
        liabilities related to programming, utility costs and
        construction costs are not Current Operating Liabilities
        of Coudersport and Bucktail, and will remain with ACC.

    (m) ACOM will provide Coudersport and Bucktail a $275,000
        credit in full satisfaction of any and all disputes
        relating to the Rebuild Assets.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?e77

                  About Adelphia Communications

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

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


ADELPHIA COMMS: Wachovia Pays $1.25 Mil. of $460-Mil. Settlement
----------------------------------------------------------------
Wachovia Corp. is paying $1.25 million as part a $460 million
settlement in "In Re Adelphia Communications Corp. Securities and
Derivative Litigation, Case No. 03 MD 1529 (LMM) or MDL-1529,"
according to regulatory filings.

Banks involved in the proposed $460 million settlement reached a
preliminary agreement to pay $250 million to settle investor
lawsuits over losses from Adelphia's collapse.

The banks included in this settlement are:

      -- ABN AMRO Inc.,
      -- ABN AMRO Bank N.V.,
      -- Banc of America Securities, LLC,
      -- Bank of America, N.A. (successor by merger to Fleet
         National Bank),
      -- Bank of Montreal,
      -- Barclays Capital, Inc.,
      -- Barclays Bank, PLC,
      -- BNY Capital Markets, Inc.,
      -- The Bank of New York Co., Inc.,
      -- The Bank of New York,
      -- CIBC World Markets Corp.,
      -- CIBC, Inc.,
      -- Citigroup Global Markets Holdings, Inc. (f/k/a SSB
         Inc.),
      -- Citibank, N.A.,
      -- Citicorp U.S.A., Inc.,
      -- Calyon Securities (USA) Inc. (f/k/a Credit Lyonnais
         Securities (USA) Inc.),
      -- Calyon New York Branch (successor by operation of law
         to Credit Lyonnais, New York Branch),
      -- Credit Suisse Securities (USA) LLC (f/k/a Credit
         Suisse First Boston LLC),
      -- Credit Suisse, New York Branch (f/k/a Credit Suisse
         First Boston, New York Branch),
      -- Deutsche Bank Securities Inc. (f/k/a Deutsche Bank
         Alex. Brown Inc.),
      -- Deutsche Bank AG,
      -- Fleet Securities Inc.,
      -- Harris Nesbitt Corp. (f/k/a BMO Nesbitt Burns Corp.),
      -- JPMorgan Securities, Inc.,
      -- JPMorgan Chase & Co.,
      -- JPMorgan Chase Bank, N.A.,
      -- PNC Capital Markets, Inc.,
      -- PNC Bank Corp.,
      -- PNC Bank, National Association,
      -- Scotia Capital (USA), Inc.,
      -- The Bank of Nova Scotia,
      -- SG Cowen Securities Corp.,
      -- Societe Generale,
      -- SunTrust Capital Markets, Inc. (f/k/a SunTrust
         Equitable Securities),
      -- SunTrust Bank,
      -- TD Securities (USA) LLC (f/k/a TD Securities (USA)
         Inc.),
      -- Toronto Dominion (Texas) LLC (f/k/a Toronto Dominion
         (Texas) Inc.),
      -- Wachovia Capital Markets, LLC (f/k/a Wachovia
         Securities, Inc.), and
      -- Wachovia Bank, National Association.

The court will hold a fairness hearing on Nov. 10, 2006 at 2:15
p.m. for the proposed $460 million settlement in the U.S. District
Court for the Southern District of New York, Courtroom 15D, 500
Pearl Street, New York, New York 10007-1312.

Deadline for submitting a proof of claim is March 10, 2007.

The settlement covers all persons and entities that purchased or
otherwise acquired securities issued by Adelphia Communications
Corp. or its subsidiaries between Aug. 16, 1999, and
June 10, 2002.  It consists of two separate settlements:

       -- the $210,000,000 Deloitte & Touche Settlement; and
       -- the $250,000,000 Banks Settlement.

Beginning in April 2002, more than 30 individual and class
actions were filed by purchasers of Adelphia debt and equity
securities against Adelphia, its officers and directors, its
outside counsel, Adelphia's auditors Deloitte & Touche, and/or
various of Adelphia's underwriters and lenders, the banks.

Most of those actions were filed in the U.S. District Court for
the Eastern District of Pennsylvania and were assigned to Judge
Herbert Hutton.  Among the cases filed in the Eastern District
of Pennsylvania were approximately 30 class actions asserting
claims under the U.S. Securities Act of 1933 and/or the U.S.
Securities Exchange Act of 1934.

In addition to the class actions, public pension funds and/or
fund managers seeking to recoup losses on behalf of their funds
commenced several individual actions.

On April 30, 2002, Judge Hutton entered an order consolidating
the then pending actions filed in the Eastern District of
Pennsylvania as, "In re Adelphia Communications Securities
Litigation, Master File No. 02 CV 1781," and providing for the
consolidation of all later-filed actions.

On or about June 25, 2002, Adelphia and its subsidiaries filed
voluntary petitions for relief under Chapter 11 of the
Bankruptcy Code in the U.S. Bankruptcy Court in the Southern
District of New York.  The Chapter 11 cases were assigned to
Hon. Robert E. Gerber and are being jointly administered in the
case, "In re Adelphia Communications Corp., et al., Case No. 02-
41729 (REG)."

Thereafter, by Order dated July 23, 2003, the class actions as
well as certain individual actions against the same defendants
were transferred by the Judicial Panel on Multi-District
Litigation to the Southern District of New York and are
currently pending before Judge McKenna as, "In re Adelphia
Communications Corp. Securities & Derivative Litigation, 03 MD
1529 (LMM)."

On Dec. 5, 2003, Eminence Capital, LLC, Argent Classic
Convertible Arbitrage Fund L.P., Argent Classic Convertible
Arbitrage Fund (Bermuda) L.P., Argent Lowlev Convertible
Arbitrage Fund Ltd., UBS O'Conner LLC f/b/o UBS Global Equity
Arbitrage Master Ltd. and UBS O'Conner LLC f/b/o UBS Global
Convertible Portfolio were appointed as lead plaintiffs in the
consolidated class actions and Abbey Gardy, LLP, (n/k/a Abbey
Spanier Rodd Abrams & Paradis, LLP) and Kirby McInerney & Squire
were appointed as co-lead counsel in accordance with the federal
securities laws.

On Dec. 22, 2003, lead plaintiffs filed a complaint, which
alleges claims for violations of Sections 11, 12(a)(2) and 15 of
the U.S. Securities Act, 15 U.S.C. Section 77k, 77l(a)(2) and
77o, and Sections 10(b) and 20(a) of the Exchange Act, 15 U.S.C.
Section 78j(b) and 78t(a), and Rule 10b-5, 17 C.F.R. Section
240.10b-5, the Trust Indenture Act of 1939, 15 U.S.C. Section
77jjj, 77mmm, 77ooo and 77www et seq. and state law against
various defendants including Deloitte & Touche and the Banks.

After filing the complaint, on March 8, 2004, the Settling
Defendants, along with other defendants, moved to dismiss the
complaint.  The court has not yet ruled on several of the issues
raised by the defendants' motions, but has partially granted and
partially denied some of the motions.

On or about June 30, 2005, at the suggestion of Judge McKenna,
various parties to the class action agreed to participate in
mediation to resolve the pending litigation.  The various
parties selected Judge Daniel Weinstein, a retired judge, to
serve as the mediator.

Pursuant to the court's directives, lead plaintiffs' counsel and
counsel for Deloitte & Touche and the Banks entered into
extensive negotiations under the supervision of Judge Weinstein.

As a result of such discussions and their involvement in the
extensive negotiation process, lead plaintiffs agreed to the
settlements with Deloitte & Touche and the Banks.

                  About Adelphia Communications

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

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


AEGIS COMMS: Balance Sheet Upside-Down by $4.3 Million at June 30
-----------------------------------------------------------------
Aegis Communications Group's balance sheet at June 30, 2006,
showed $24.87 million in total assets and $29.24 million in total
liabilities, resulting in a $4.36 million stockholders' deficit.

For the second quarter 2006, the Company recognized net income
applicable to common shareholders of $1.58 million, versus a net
loss applicable to common shareholders of $4.39 million for the
comparable second quarter 2005.

Revenues from continuing operations were $25.62 million for the
quarter ended June 30, 2006, versus $15.80 million in the
comparable second quarter 2005.  This growth in revenues was
mainly attributable to the increase in accounts related to
healthcare call operations associated with Medicare Part D
customers as well as on going customer relationship work for
Humana.  

Aegis's Chief Executive Officer Kannan Ramasamy commented: "We
continued to make solid progress on all aspects of our business
operations.  We have seen growth with our traditional accounts in
telecom and financial services and our recent accounts in
healthcare.  The benefits of our new financing arrangement, the
progress on consolidating to a VoIP based platform and continued
management by metrics at all operating levels is driving our cost
efficiencies and improvement in profitability."

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

                     About Aegis Communications

Aegis Communications Group, Inc. -- http://www.aegiscomgroup.com/
-- is a worldwide transaction-based business process outsourcing
Company that enables clients to make customer contact programs
more profitable and drive efficiency in back office processes.
Aegis' services are provided to a blue chip, multinational client
portfolio through a network of client service centers employing
approximately 2,200 people and utilizing approximately 2,700
production workstations.


AGCO CORPORATION: Moody's Holds B1 Senior Subor. Notes' Rating
--------------------------------------------------------------
Moody's Investors Service affirmed AGCO Corporation's Ba2
corporate family rating and B1 senior subordinated rating, and
changed the company's outlook to stable from negative.  The
affirmation and change in outlook reflect Moody's expectation that
the company's successful cost reduction and working capital
management initiatives will support further improvement in free
cash flow and key credit metrics, despite the severe slowdown in
Latin American agricultural equipment markets and the more
moderate declines in North American and European markets.

The outlook also anticipates that one of AGCO's key near-term
financial priorities will be utilizing free cash flow to
strengthen its balance sheet by reducing debt or increasing cash
reserves.  In addition, the rating agency expects that any
material shareholder enhancement initiatives will be undertaken
only to the extent that free cash generation remains strong, and
that such initiatives would still allow for further improvement in
credit metrics.

The agricultural equipment market consists of three global players
and a number of regional competitors.  A key component of AGCO's
operating strategy has been to act as a consolidator by steadily
undertaking acquisitions and aggressively reducing costs through
restructuring programs as the acquired operations were integrated.  
Throughout this process AGCO has largely preserved its position as
an assembler with a relatively low degree of vertical integration
and fixed costs.

Moody's believes that AGCO has established a globally competitive
product line and a solid distribution system. Consequently,
further strategic and large tactical acquisitions are unlikely.  
In addition, the progress AGCO has made in lowering its cost
structure and reducing inventory levels should enable it to
improve operating margins despite the downturn in agricultural
equipment markets, particularly Latin America.

As a result of the current downturn in demand, AGCO's operating
performance has eroded and credit metrics are weak for the current
rating level.  For the last twelve months to June 2006 operating
margins declined to 5.2% from 6.1% in 2004, EBIT was only 2.1x,
and debt was a relatively high 5.1x.  Importantly, however, free
cash flow has remained positive and approximated $100 million for
the LTM to June -- excluding the transfer of interest bearing
wholesale receivables to it finance joint venture.  

Although overall demand through 2006 will remain near or modestly
below recent levels, Moody's believes that the benefits of AGCO's
operational restructurings are gaining traction.  As a result,
credit metrics should begin to show steady improvement and should
position the company more solidly within the Ba2 rating category,
with interest coverage approaching 2.5x, debt falling below 4.5x,
and free cash flow approaching $150 million.

Notwithstanding Moody's expectation that AGCO's credit metrics
will improve, the company will continue to face considerable
cyclicality in its markets, as evidenced by the current downturn
and by the company's current focus on strengthening its balance
sheet.  Moreover, while AGCO benefits from approximately
$100 million in annual free cash flow and a largely unutilized
$300 million revolving credit facility, the robustness of the
company's liquidity position is moderated by limited head room
under the revolver's financial covenants and by the fact that the
majority of its assets have been pledged as collateral under its
revolving credit facility and a $400 million term loan.

AGCO Corporation, headquartered in Duluth, Georgia, is a global
designer, manufacturer and distributor of agricultural equipment
and related replacement parts.


AIRWAY INDUSTRIES: Court Okays Rejection of Unexpired Contracts
---------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the Western District of Pennsylvania in Pittsburgh authorized
Airway Industries, Inc., to reject certain unexpired leases and
executory contracts effective as of June 30, 2006.

These leases are:

   Lessor                          Description of Contract/Lease
   ------                          -----------------------------
500 Group Holdings, Inc.           Product License Agreement
700 Canal Street                   dated April 1, 2003
Stamford, CT 06902

ADT Security Services, Inc.        Commercial Sales Proposal
P.O. Box 96175                     Agreement for Security System
Las Vegas, NV 89193                dated June 16, 2002

AT&T                               Service Agreement
P.O. Box 90013909                  dated April 21, 2005
Louisville, KY 40290

BRT Enterprises                    Lease dated
6990 Haigh Street                  Nov. 31, 1997, as amended
Orland, CA 95963

Bruce Weiner Family Ltd.           Lease dated
Partnership                        Feb. 12, 1996, as amended
930 Beaver Avenue
Ellwood City, PA 16117

Data Micro, Inc.                   Property Lease
267 Matheson Boulevard E, Unit 1   dated Nov. 14, 2002
Mississauga Ontario
Canada L4Z 1X8

IBM Credit Corporation             ValuePlan Equipment Lease  
P.O. Box 643600                    Agreement dated
Pittsburgh, PA 15264               Oct. 25, 2005

Pitney Bowes Credit Corporation    Equipment and Maintenance
27 Waterview Drive                 Agreement Number 522482005
Shelton, CT 06484                  dated Jan. 28, 2005;
                                   Maintenance Agreement
                                   Number 522482003 dated
                                   June 23, 2003; and Equipment
                                   and Maintenance Agreement
                                   Number 522482004 dated
                                   June 23, 2003

Sterling Commerce, Inc.            Amendment No. 2 to
P.O. Box 73199                     Service Agreement dated
Chicago, IL 60673                  April 26, 2005

Valley Office Solutions            CPC Maintenance Agreement
8534 South Avenue                  for Copiers dated
Youngstown, OH 44514               Dec. 15, 2004

Judge Fitzgerald also fixed a bar date for filing any related
rejection claims.  The lessors have until 60 days after approval
of this motion to file proofs of claim against the Debtor for any
claims arising from rejection of the Contracts and Leases.

The Debtor said it would not require the continued use of
equipment or services because it is now in the process of winding
down its business, having sold substantially all of its assets to
TravelPro International, Inc.

Headquartered in Ellwood City, Pennsylvania, Airway Industries,
Inc. -- http://www.atlanticluggage.com/-- manufactures suitcases,    
garment bags, briefcases and other travel products and
accessories.  The Company filed for chapter 11 protection on
Jan. 20, 2006 (Bankr. W.D. Pa. Case No. 06-20224).  Joel M.
Walker, Esq., at Duane Morris LLP represents the Debtor in its
restructuring efforts.  The U.S. Trustee appointed the Official
Committee of Unsecured Creditors on Feb. 6, 2006.  George
Angelich, Esq., at Arent Fox PLLC, represents the Official
Committee of Unsecured Creditors.  When the Debtor filed for
protection from its creditors, it listed estimated assets and
debts of $10 million to $50 million.


AMERICAN AXLE: S&P Rates New $50 Million Senior Term Loan at BB
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to the
new $50 million senior unsecured term loan of American Axle &
Manufacturing Inc. (BB/Negative/--).

American Axle's recently completed term loan credit facility
provided the ability to issue this incremental term loan.  
Proceeds from the new term loan will be used to reduce borrowings
under the company's revolving credit facility.

The corporate credit ratings on American Axle and parent company,
American Axle & Manufacturing Holdings Inc., are 'BB'.  The rating
outlook is negative.  The company has about $717 million of lease-
adjusted debt and $425 million of underfunded employee benefit
liabilities.

The ratings on American Axle reflect the risks associated with the
company's heavy dependence on the General Motors Corp. (GM;
B/Watch Neg/B-3) SUVs and pickup trucks, current relatively narrow
product range, and American Axle's exposure to cyclical and
competitive markets.  These factors are tempered by American
Axle's high market shares, high-value-added product portfolio, and
good R&D capabilities.
     
Ratings List:

  American Axle & Manufacturing Inc.:

   -- Corporate credit rating: BB/Negative/--
   -- Senior unsecured debt: BB

  American Axle & Manufacturing Holdings Inc.:

   -- Corporate credit rating: BB/Negative/--
   -- Senior unsecured debt: BB


Rating Assigned:

  American Axle & Manufacturing Inc.:

   -- $50 million senior unsecured term loan*: BB

  * Guaranteed by American Axle & Manufacturing Holdings Inc.


AMKOR TECH: Gets Nasdaq Delisting Notice Due to Late 10-Q Filing
----------------------------------------------------------------
Amkor Technology, Inc. received a Nasdaq Staff Determination
notice stating that the company is not in compliance with Nasdaq
Marketplace Rule 4310(c)(14) because it has not timely filed its
Quarterly Report on Form 10-Q for the period ended June 30, 2006.  

The Nasdaq Staff Determination notice indicated that Amkor's
securities will be delisted from the Nasdaq Stock Market unless
Amkor requests a hearing before a Nasdaq Listing Qualifications
Panel.  Accordingly, Amkor will request a hearing to review the
Nasdaq Staff Determination, and pending a decision by the hearing
panel, Amkor's common stock will remain listed on The Nasdaq
National Market.  However, there can be no assurance that the
hearing panel will grant the company's request for continued
listing.

Chandler, Arizona-based Amkor Technology, Inc. (NASDAQ: AMKR) --
http://www.amkor.com/-- provides advanced semiconductor assembly   
and test services.  The company offers semiconductor companies and
electronics original equipment manufacturers a complete set of
microelectronic design and manufacturing services.


AMKOR TECHNOLOGY: Form 10-Q Filing Delay Prompts Default Notice
---------------------------------------------------------------
Amkor Technology, Inc. disclosed that it has received letters from
U.S. Bank National Association as trustee and Wells Fargo Bank,
National Association as trustee alleging that the failure of Amkor
to file its Quarterly Report constitutes a default under the
indentures governing each of these series of notes:

   -- 5% Convertible Subordinated Notes due 2007
   -- 10.5% Senior Subordinated Notes due 2009
   -- 9.25% Senior Notes due 2008
   -- 9.25% Senior Notes due 2016
   -- 6.25% Convertible Subordinated Notes Due 2013
   -- 7.75% Senior Notes due 2013
   -- 7-1/8% Senior Notes due 2011
   -- 2.5% Convertible Senior Subordinated Notes due 2011

The letters also allege that the failure by Amkor to cure the
purported default within 60 days from the date of notice will
result in the occurrence of an "Event of Default" under the
indentures.

If an "Event of Default" were to occur under the indentures
governing the notes, the trustee or holders of at least 25% in
aggregate principal amount of such series of notes then
outstanding could attempt to declare all related unpaid principal
and premium, if any, and accrued interest on the series of notes
then outstanding to be immediately due and payable.  As of the
date hereof, there is $1.62 billion of aggregate unpaid principal
outstanding of the notes.

                      Special Committee

On July 26, 2006, Amkor's board of directors established a special
committee of independent directors to review the company's
historical stock option practices.  The special committee is being
assisted by independent legal counsel.  Amkor is focusing
significant effort on completing its options review in order to
file its Quarterly Report on Form 10-Q on or before Oct. 9, 2006
and thereby avoid any purported Event of Default.

                      Financial Restatement

In the course of furnishing information to the special committee,
the Company has identified a number of occasions on which the
measurement date used for financial accounting and reporting
purposes for option awards granted to certain Amkor employees was
different from the actual grant date.  Under Accounting Principles
Board Opinion No. 25, Accounting for Stock Issued to Employees the
Company should have recorded compensation expense for the
difference in the values between these two dates, over their
original vesting periods.

In order to correct these accounting errors, the Company expects
to restate financial statements to record additional non-cash,
stock-based compensation expense related to these options in
fiscal years 1998 through 2005 and the first quarter of 2006.

As a result, the Company concluded that the range of potential
adjustments resulting from the Company's internal review would
likely be material to the most recent financial statements and
possibly to prior periods resulting in a restatement of the
Company's previously issued financial statements, including those
contained in the Company's:

    * Annual Report on Form 10-K for the fiscal year ended
      December 31, 2005,

    * Quarterly Reports on Form 10-Q filed during 2005, and

    * Quarterly Report on Form 10-Q for the quarter ended
      March 31, 2006.

Accordingly, the Company says that these financial statements
should no longer be relied upon.  Amkor intends to file its
restated financial statements as soon as practicable.

The Company Amkor has not completed its assessment of the amount
or effect of any such adjustments.  Any additional non-cash,
stock-based compensation expense would have the effect of
decreasing income from operations, net income, and net income per
share (basic and diluted) in periods in which Amkor reported a
profit, and increasing loss from operations, net loss, and net
loss per share in periods in which Amkor reported a loss.

In addition to assessing the impact on its previously issued
financial statements, the Company's management is assessing the
impact of the restatement on the Company's internal control over
financial reporting as reported in the Company's Annual Report on
Form 10-K for the fiscal year ended December 31, 2005 and
management's evaluation of the effectiveness of disclosure
controls and procedures included in the annual report and the
Company's Quarterly Reports on Form 10-Q for the periods affected.
If the restatement is determined to represent a material weakness,
management will conclude that the Company's internal control over
financial reporting was not effective as of December 31, 2005.

Chandler, Arizona-based Amkor Technology, Inc. (NASDAQ: AMKR) --
http://www.amkor.com/-- provides advanced semiconductor assembly   
and test services.  The company offers semiconductor companies and
electronics original equipment manufacturers a complete set of
microelectronic design and manufacturing services.


AMKOR TECHNOLGY: Technical Default Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investors Service placed the corporate family, long-term
debt and speculative grade liquidity ratings of Amkor Technology,
Inc. under review for possible downgrade to reflect uncertainty
surrounding the company's potential liquidity situation prompted
by the recent technical default under the note indenture and
possible cross-default under the bank credit agreements.  A delay
in the filing of the financial statements pending resolution of an
internal investigation into the timing of past stock option awards
triggered the technical default.

Moody's concerns stem from Amkor's August 10th disclosure that it
does not expect to timely file its Form 10-Q within the 45-day
period following the end of the June 2006 quarter as required
under the Rules and Regulations of the Securities and Exchange Act
of 1934.  The late filing is due to a voluntary internal
examination commenced by the company, first disclosed on July
26th, to review its historical stock option practices.  The
company's initial review suggests the accounting measurement dates
for certain option grants may have differed from their actual
grant dates.

On July 24th, Amkor's board of directors created a special
committee consisting of independent directors and engaged
independent outside legal counsel to conduct an in-depth review.  
Given the early stage of this process, the committee has not yet
concluded its review or reached any preliminary findings, delaying
the quarterly filing and triggering a technical default.  The
company has 60 days in which to cure the technical default under
its note indenture.  The review for possible downgrade
incorporates the possibility that Amkor may not be able to file
its Form 10-Q within the two-month cure period, which would likely
result in a breach of a financial covenant under the note
indenture.  Under such a scenario without the receipt of waivers
from debtholders, concerns over potential liquidity uncertainty
would heighten. Moody's notes there are no liquidity concerns at
present given the company's adequate liquidity rating.

In the review, Moody's will assess the progress of Amkor's
internal investigation of its past stock option practices,
potential liquidity issues, if any, and the possible longer
term impact of the investigation.

The ratings could be revised downward if Amkor's internal review
is not completed within the two-month cure period or there is a
finding of misconduct, resulting in further delay and material
restatements of the company's financial reports.  Concerns
regarding weaknesses in disclosure and internal controls, systems
and procedures could also prompt a ratings downgrade.  The company
is already subject to an ongoing investigation by the
SEC into an unrelated matter to determine whether there was
improper trading in the company's securities by certain
individuals.

Conversely, upon a favorable resolution of the internal
investigation and satisfactory liquidity coupled with the filing
of the June 2006 quarterly report with no significant restatements
within the cure period, the ratings could be affirmed and the
outlook stabilized.

Recent inquiries and allegations of stock options "backdating" has
prompted Moody's to recognize four potential risks related to
option investigations, which could lead to adverse rating actions.
They include leadership risk, financial risk, reputation risk and
corporate governance risk. For more in-depth discussion of these
risk categories, see Moody's June 2006 and July 2006 Special
Comments titled, "Stock Option 'Backdating'" and "stock Option-
Timing: Scrutiny and Risks Increase".

These ratings were placed on review for possible downgrade:

   * B3 for Corporate Family Rating

   * B2 for $300 million Senior Secured (2nd lien) Term Loan due
     October 2010

   * Caa1 for Senior Unsecured Notes with various maturities     
     totaling $1,162.2 million


   * Caa3 for Subordinated Notes with various maturities totaling
     $354.4 million

   * SGL-3 for Speculative Grade Liquidity Rating

Chandler, Arizona-based Amkor Technology, Inc. is one of the
largest providers of contract semiconductor assembly and test
services for integrated semiconductor device manufacturers as well
as fabless semiconductor operators.


AMKOR TECHNOLOGY: Default Notice Prompts S&P to Junk Rating
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate and other
ratings on Chandler, Arizona-based Amkor Technology Inc., and
placed the ratings on CreditWatch with developing implications.
The corporate credit rating was lowered to 'CCC' from 'B-'.

"This action follows the company's announcement that it received
notice from the trustees of $1.6 billion of its senior and
subordinated notes (out of total funded indebtedness of about $2
billion as of June 30, 2006) that the delay in filing its 10-Q for
the June quarter constitutes a default under the notes," said
Standard & Poor's credit analyst Lucy Patricola.

This notice initiates a 60-day cure period at the end of which the
bondholders can exercise their rights to declare the bonds in
default, including accelerated payment.  Amkor has also been
notified by the NASDAQ that its stock may be delisted.

Standard & Poor's will monitor the company's progress in filing
its statements, any further actions taken by its other creditors,
refinancing alternatives and the conclusions of its stock option
review to determine the final impact on the rating.  

Should statements be filed during the cure period, without
substantial restatements, and no further creditor actions are
taken, the corporate rating would likely be returned to 'B-'.  If
the company is unable to file by the end of the cure period, the
creditors could accelerate.


ARROW ELECTRONICS: Earns $92.8 Million in 2006 Second Quarter
-------------------------------------------------------------
Arrow Electronics, Inc., reported second quarter 2006 net income
of $92.8 million on sales of $3.44 billion, compared with net
income of $58.4 million on sales of $2.77 billion in the second
quarter of 2005.  The 24% increase in sales year-over-year
included 14% organic growth and 10% growth as a result of
acquisitions.   

Operating income in the second quarter of 2006 and 2005 was
$163.1 million and $118.8 million, respectively.

Arrow's net income for the first six months of 2006 was $174.3
million on sales of $6.63 billion, compared with net income of
$115.6 million on sales of $5.49 billion in the first six months
of 2005.

"We once again had an excellent quarter as our ongoing
initiatives, coupled with favorable conditions in the marketplace,
led to record second quarter sales and earnings in excess of our
expectations.  We also delivered our highest second quarter return
on invested capital in ten years," said William E. Mitchell,
Chairman, President and Chief Executive Officer.  "We continue on
our path of consistent execution with 14 consecutive quarters of
year-over-year sales growth, and we are very proud of our progress
in driving operational excellence into all parts of our business."

Worldwide components sales of $2.76 billion increased 6%
sequentially and 27% over last year, while operating income
increased 11% sequentially and 42% over last year.  Sales on a pro
forma basis, including Ultra Source Technology Corp. in the second
quarter of 2005, increased 20% year-over-year.  "Each of our
components businesses around the world achieved sequential growth
and impressive year-over-year increases in sales and operating
income," stated Mr. Mitchell.  "In North America, sales reached
their highest level since the first quarter of 2001, while we
drove operating expenses as a percentage of sales down 150 basis
points year-over-year.  Sales in Europe reached all-time highs
while improving operating income almost 60% year-over-year, and
Asia/Pacific sales broke records again with significant
improvements in profitability," added Mr. Mitchell.

Worldwide computer products sales increased 17% sequentially in
this seasonally strong quarter, and increased 14% year-over-year.
Sales for the Enterprise Computing Solutions business on a pro
forma basis, including DNSint.com AG in the second quarter of
2005, decreased 2% year-over-year.  "Our enterprise computing
business continued to demonstrate solid profitability and returns.
Growth was driven by strong performance in storage, industry
standard servers, and our European enterprise business, offset by
weakness in the broad proprietary server market and software in
North America," said Mr. Mitchell.

The company's results for the second quarter of 2006 and 2005
include these items that impact their comparability:

     -- During the second quarter of 2006, the company recorded
        $3.1 million of restructuring charges.  Included in the
        restructuring charges is approximately $2.4 million
        related to previously announced actions the company has
        committed to take in an ongoing effort to improve its
        operating efficiencies.  These previously announced
        actions are expected to generate annual cost savings of
        approximately $6 million beginning in 2007.  The estimated
        restructuring charges to be recorded over the next several
        quarters associated with these actions total approximately
        $1 million.

     -- During the second quarter of 2005, the company recorded
        restructuring charges related to additional actions to
        better optimize the use of its mainframe, reduce real
        estate costs, be more efficient in its distribution
        centers, and to be more productive in the amount of
        $4.8 million.

     -- During the second quarter of 2005, the company
        repurchased, through a series of transactions,
        $80.8 million accreted value of its zero coupon
        convertible debentures due in 2021, which could have been
        put to the company in February 2006.  The related loss on
        the repurchase, including the premium paid and the write-
        off of related deferred financing costs, aggregated
        $1.7 million.

     -- At July 1, 2005, the company determined that an other-
        than-temporary decline in the fair value of an investment
        occurred, and, accordingly, during the second quarter of
        2005, the company recorded a loss on the write-down of an
        investment of $3 million

"We expect the components market to return to more normal, steady
conditions in the third quarter after having experienced an uptick
in demand over the last few quarters.  Based upon the information
known to us today, we anticipate traditional seasonality for our
businesses next quarter, as markets remain rational and
disciplined in all of the regions in which we operate.  In
Asia/Pacific, we expect to see an uptick in demand in preparation
for the typical holiday build.  Both Europe, because of its
extended holiday period, and Enterprise Computing Solutions, due
to typical third quarter seasonality, are expected to see a drop
off in activity levels.  In North American components, fewer
shipping days may cause a corresponding drop in sales," said Paul
J. Reilly, Senior Vice President and Chief Financial Officer.  

"We believe this will result in sales between $3.275 and $3.425
billion for the upcoming quarter.  We anticipate worldwide
components sales between $2.67 and $ 2.77 billion and sales for
worldwide computer products to be between $605 and $655 million.
Earnings per share on a diluted basis, including the impact of
expensing stock options in accordance with FASB Statement No.
123(R) estimated at approximately $.02 per share, are expected to
be in the range of $.68 to $.72, excluding any charges.  Excluding
the impact of restructuring and other charges, and the expensing
of stock options, diluted earnings per share for the third quarter
are expected to increase 35% to 42% from last year's third
quarter," added Mr. Reilly.

Headquartered in Melville, New York, Arrow Electronics --
http://www.arrow.com/-- is a global provider of products,  
services and solutions to industrial and commercial users of
electronic components and computer products.  Arrow serves as a
supply channel partner for nearly 600 suppliers and more than
130,000 original equipment manufacturers, contract manufacturers
and commercial customers through a global network of over 270
locations in 53 countries and territories.

                         *     *     *            

Arrow Electronics carries Fitch's 'BB+' issuer default rating.  
The Company's senior unsecured notes and senior unsecured bank
credit facility also carry Fitch's 'BB+' rating.  The rating
outlook is positive.


AVIALL INC: Launches Tender Offering for 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 August
14, 2006.  The tender offer will expire at 5:00 p.m., New York
City time, on September 12, 2006, unless extended or earlier
terminated as described in the Offer.  Holders of the Notes cannot
tender their Notes without delivering their consents to the
amendments and cannot deliver consents without tendering their
Notes.

As described in the Offer, 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 August 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 August 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 described above; and

(iii) certain other customary conditions.

Headquartered in Dallas with customer service centers located
in North America, Europe and Asia, Aviall Inc. (NYSE: AVL) --
http://www.aviall.com/-- is the world's largest independent  
provider of new aviation parts and related aftermarket services.
Aviall markets and distributes products for approximately 220
manufacturers and offers approximately 700,000 catalog items.
Aviall also offers a full line of aviation batteries, hoses,
wheels and brakes, and paint services.

                        *     *     *

As reported on the 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.

As reported on the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service raised the ratings Aviall, Inc.,
Corporate Family Rating to Ba2 from Ba3, prompted by a continuing
trend towards improvement in operating results as well as by the
company's recent successful win of a long term distribution
agreement with Smiths Aerospace LLC.  The rating outlook has been
changed to stable from positive.


BALLY TOTAL: Revises Potential Growth Indication for 2006
---------------------------------------------------------
Bally Total Fitness Holding Corporation disclosed that due in
substantial part to continued softness in member joins compared to
prior periods, the Company's prior indication as to potential
growth in "cash contribution" in 2006 versus 2005 will not be
achieved.

The Company anticipates the amount for 2006 will be 10 to 20%
lower than the $120 million cash contribution previously disclosed
for 2005.  However, the Company continues to anticipate that its
cash flow and availability under its senior secured credit
facility will be sufficient to meet its liquidity needs for
working capital and other cash requirements through the first
quarter of 2007.  

Bally Total Fitness also stated that its previously announced
process to evaluate strategic alternatives, which had focused on a
sale or merger of the Company, is now expected to focus on
exploring other financing alternatives, such as a
recapitalization, private placement, underwritten rights offering
or other corporate restructuring.

In light of these developments and the fact that its discussions
with potential interested parties have not to date resulted in any
proposal, agreement or transaction involving a sale or merger of
the Company, the Strategic Alternatives Committee of Bally Total
Fitness has determined, after consultation with its outside
financial advisors, that other alternatives should now be pursued.

Bally also announced that while the Company will not be filing its
Quarterly Report on Form 10-Q for the three months ended June 30,
2006 in a timely manner, it expects to file that report before the
Sept. 11, 2006 expiration of the initial waiver period previously
obtained from the Company's senior bank lenders and bondholders.
On Aug 10, 2006, the Company filed a Form 12b-25 pertaining to
this delay in filing the second quarter Form 10-Q.

Bally Total Fitness Holding Corp.
-- http://www.Ballyfitness.com/-- is the largest and only  
nationwide commercial operator of fitness centers, with over 400
facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports
Clubs and Sports Clubs of Canada brands.  Bally offers a unique
platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.


BALLY TOTAL: Paul Toback Resigns as President and CEO
-----------------------------------------------------
Bally Total Fitness Holding Corporation reported the resignation,
effective immediately, of Paul A. Toback as Chairman, President
and CEO pursuant to a Separation Agreement dated Aug. 10, 2006.

The Company said that Don R. Kornstein has been appointed interim
Chairman, and Barry R. Elson has been appointed acting CEO.

"Our primary near-term focus at Bally remains addressing the
Company's capital structure," said Mr. Kornstein.  "At the same
time, we are continuing to aggressively execute our business plan
to enhance the Company's prospects for long-term success.  Bally
has a strong brand franchise and customer base, and we look
forward to building on this platform to create value for
shareholders," said Mr. Kornstein.

Mr. Kornstein further stated, "On behalf of the Board of
Directors, I wish to recognize the commitment and energy Paul
Toback devoted to this Company as a director and officer and
acknowledge his strong leadership of our management team and
workforce during his tenure at Bally Total Fitness.  We wish him
well in his future endeavors."

Mr. Toback stated, "I appreciate the opportunity I have had over
nearly a decade in leadership roles at Bally.  Through our
efforts, we put the Company on a path of progress.  Now is the
time for others to bring their ideas and energy to the next phase
of the Company's development."

The Board of Directors of Bally intends to explore options for a
permanent replacement for Mr. Toback.

Mr. Kornstein was elected to the Bally Board of Directors in
January 2006.  He is founder and managing partner of Alpine
Advisors LLC, a strategic, financial and management consulting
firm serving a broad range of companies.  Prior to founding Alpine
Advisors, Mr. Kornstein served as Chief Executive Officer,
President and Director of Jackpot Enterprises Inc., a New York
Stock Exchange-listed company.  Mr. Kornstein was also a Senior
Managing Director in the investment banking department of Bear,
Stearns & Co. Inc. for 17 years.

Mr. Elson was elected to the Bally Board of Directors in January
2006 and is a member of the Strategic Alternatives Committee.  He
served as Acting Chief Executive Officer and Director of Telewest
Global, Inc., a provider of entertainment and communication
services.  Mr. Elson earlier also held the posts of Chief
Operating Officer of Urban Media, President of Conectiv
Enterprises, Executive Vice President at Cox Communications and
Vice President of the New York Nets, New York Islanders and
Colorado Rockies.

Bally Total Fitness Holding Corp. -- http://www.Ballyfitness.com/
-- is a commercial operator of fitness centers, with over 400
facilities located in 29 states, Mexico, Canada, Korea, the
Caribbean, and China under the Bally Total Fitness, Bally Sports
Clubs and Sports Clubs of Canada brands.  

                        *    *    *

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally
Total Fitness Holding Corp., including the 'CCC' corporate
credit rating, on CreditWatch with developing implications,
where they were placed on Dec. 2, 2005.


BURGER KING: Earns $27 Million for the Fiscal Year Ended June 30
----------------------------------------------------------------
Burger King Holdings Inc. reported net income of $27 million for
fiscal year 2006 compared to $47 million for fiscal year 2005.  
Net income decreased primarily due to the management termination
fee and the make-whole payments.

The Company reported that its revenues for the fiscal year reached
a record high of $2.05 billion, an increase of 6% from the
previous fiscal year, and its average restaurant sales worldwide
rose to an all-time high of $1.13 million for the fiscal year
ended June 30, 2006.

For the fiscal quarter ended June 30, 2006, the Company reported a
net loss of $9 million from total revenues of $533 million, versus
net income of $2 million from total revenues of $503 million for
the same period in the previous fiscal quarter.

"As we build on the success of our Go Forward Plan, the business
continues to deliver strong results as demonstrated by the 24%
growth in our adjusted income before taxes from our business,"
John W. Chidsey, chief executive officer, said. "Further, it's
been more than a decade since the company has enjoyed 10
consecutive quarters of positive comp sales growth worldwide.

                    Initial Public Offering

The Company became a publicly traded company on May 18. It
disclosed that approximately $350 million of the $392 million in
net proceeds raised in the IPO was used to retire secured debt.
On July 31, the company retired an additional $50 million in debt.

Chief Financial Officer Ben Wells said, "Our reduced debt level
further strengthens the company's balance sheet and better
positions us for future growth.

"Our highly franchised business model is extremely cash positive.
Even during the height of the turnaround, when we were investing
millions of dollars in the brand, the company generated excess
cash.  Coupled with cash earned from operations and $350 million
from IPO proceeds, we decreased our indebtedness from $1.3 billion
at June 30, 2004, to $1.07 billion at the end of fiscal year 2006
and will continue to do so if it makes economic sense for our
business."

                About Burger King Holdings Inc.

The Burger King(R) system (NYSE: BKC) -- http://www.bk.com/--  
operates more than 11,100 restaurants in all 50 states and in more
than 65 countries and U.S. territories worldwide.  Approximately
90% of BURGER KING restaurants are owned and operated by
independent franchisees, many of them family-owned operations that
have been in business for decades.

                          *     *     *

As reported in the Troubled Company Reporter on June 23, 2006,
Fitch assigned initial ratings for Burger King Corporation, the
world's second largest fast food hamburger restaurant chain.  
Fitch assigned the Company its 'B+' Issuer Default Rating.  Fitch
also rated the Company's $150 million revolving credit facility
maturing June 2011; and $967 million aggregate remaining term loan
A and B outstandings maturing June 2011 and June 2012,
respectively, at 'BB/RR2'.  Fitch said that the Outlook on all
Ratings is Positive.


CALPINE CORP: Court Approves Pacific Gas Settlement Agreement
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the Settlement Agreement between Calpine Corp. and its
debtor-affiliates and Pacific Gas & Electric Company.

As reported in the Troubled Company Reporter on July 20, 2006,
Calpine Gilroy Cogen LP operates a 130-megawatts cogeneration
facility.  In 1983, Gilroy and Pacific Gas & Electric Company
entered into a Power Purchase Agreement.

In 1999, the parties executed an agreement for termination and
buy-out of standard offer.  The PPA was terminated in October
2002.

As consideration for the Termination Agreement, the parties
agreed that PG&E would make monthly termination payments of not
more than $20,700,000 per year for 14 years and 8 months
commencing on Feb. 28, 2000, with the last payment due on
Sept. 30, 2014.

Under the Termination Agreement, PG&E reserved and was granted
certain rights of set-off against the Termination Agreement
Payments.

In November 2003, Gilroy sold the receivable stream associated
with the Termination Agreement Payments.  The Termination
Agreement Payments Receivable was subject to those rights of set-
off reserved by PG&E under the Termination Agreement.

Richard M. Cieri, Esq., at Kirkland & Ellis LLP, in New York,
related that Calpine Corporation and Gilroy indemnified the
purchaser of the Termination Agreement Payments Receivable
against any set-offs PG&E may make against the Termination
Agreement Payments.  The Purchaser was also granted a security
interest in the Gilroy Facility, and was given the right to
foreclose on the Gilroy Facility if Calpine and Gilroy fail to
honor their guaranty obligations.

Mr. Cieri noted that for the passed years, PG&E, Gilroy and other
power generators have been involved in a dispute regarding
certain historical rates charged by Gilroy and other power
generators under certain types of contracts with PG&E.

The Termination Agreement provided that if Gilroy is found to
have any liability to PG&E under the Pricing Dispute, PG&E would
be authorized to offset Gilroy's liability against PG&E's
Termination Payments.

Using the methodology advocated by PG&E in the Pricing Dispute,
PG&E's asserted damages against Gilroy under the Pricing Dispute
could exceed $40,000,000, Mr. Cieri notes.

Calpine disputed liability and does not agree with PG&E's
calculations.  However, any finding of liability by Gilroy on
account of the Pricing Dispute could result in a dollar-for-
dollar reduction in the Termination Payments, and could trigger
dollar-for-dollar guaranty obligations on the part of Gilroy and
Calpine with respect to the Termination Agreement Payments
Receivable, Mr. Cieri pointed out.

Furthermore, Mr. Cieri said that because the purchaser of the
Termination Agreement Payments Receivable was granted a security
interest in the Gilroy Facility, any guaranty obligations could
constitute secured debt.

Thus, Calpine and Gilroy negotiated with PG&E in an attempt to
minimize Gilroy's secured debt exposure.

Accordingly, the parties agreed that:

   (a) Calpine's King City Plant, a non-debtor entity, will be
       the proxy for the Gilroy Plant;

   (b) Gilroy will pay PG&E, for the next 54 months, the amount
       equal to $0.975 per MWh of electricity delivered to PG&E
       from the King City Plant;

   (c) the settlement will be deemed null and void if no approval
       from the Court or the California Public Utilities Company
       is received before December 31, 2006, unless otherwise
       agreed by the parties; and

   (d) they will mutually release all claims and causes of action
       arising from the Settled Issues.

A full-text copy of the PG&E Settlement Agreement is available
for free at http://ResearchArchives.com/t/s?de2  
                         
                       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., http://bankrupt.com/newsstand/or  
215/945-7000)


CAPITAL ENGINEERING: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Capital Engineering & Manufacturing Co.
        5857 South Ashland Avenue
        Chicago, Illinois 60636

Bankruptcy Case No.: 06-09747

Type of Business: The Debtor manufactures industrial machineries.
                  Capital Engineering also offers metal
                  fabrication and assembly services.  

Chapter 11 Petition Date: August 11, 2006

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Chester H. Foster, Jr., Esq.
                  Foster, Kallen & Smith
                  3825 West 192nd Street
                  Homewood, Illinois 60430
                  Tel: (708) 799-6300
                  Fax: (708) 799-6339

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
LeaseAMachine                 Trade debt                $200,000
5837 South Ashland Avenue
Chicago, IL 60636

Capital Eng. Warehouse        Trade debt                $140,000
5837 South Ashland Avenue
Chicago, IL 60636

Primary Steel LLC             Trade debt                $119,813
Chicago Division
12900 South Metron Drive
Chicago, IL 606332391

Capital Engineering           Lease obligation for       $41,826
Partnership                   real estate taxes

Leeco Steel                   Trade debt                 $37,376

Primary Steel LLC             Trade debt                 $34,033

Namasco                       Trade debt                 $24,735

Central Steel & Wire          Trade debt                 $19,595

Ryerson                       Trade debt                  $6,803

Chicago Tube & Iron           Trade debt                  $6,280

Capital Engineering           Lease obligation for        $5,966
Partnership                   real estate taxes

E.M. Jorgenson Co.            Trade debt                  $5,616

Tubular Steel                 Trade debt                  $4,177

Mittler Supply                Trade debt                  $4,002

I M Steel Inc.                Trade debt                  $3,920

Royal Metal                   Trade debt                  $3,689

Programming Plus, Inc.        Trade debt                  $2,380

Serson Supply                 Trade debt                  $2,234

W.C. Richards                 Trade debt                  $2,120

JDB Manufacturing             Trade debt                  $1,890


CATHOLIC CHURCH: Spokane Will Use Cedar Sale Proceeds to Pay Fees
-----------------------------------------------------------------
At the Tort Litigants Committee and the Tort Committee's behest,
the Honorable Patricia C. Williams of the U.S. Bankruptcy Court
for the Eastern District of Washington approved their Proposed
Stipulation.

Under the Stipulation, the Diocese, the Tort Litigants Committee,
the Tort Claimants Committee, the Future Claimants Representative,
and the Catholic Charities, Inc., negotiated an agreement:

   * authorizing the Diocese to use the proceeds of the sale of
     the Property for payment of professional fees, including
     those of appraiser GVA Kidder.  The parties set July 1,
     2006, as the deadline for the Catholic Charities to
     commence an adversary proceeding respecting its rights in
     the Sale Proceeds; and

   * granting Catholic Charities an allowed administrative claim
     to the extent it would obtain a non-appealable order
     providing for an interest in the Sale Proceeds that superior
     to the interest of the Diocese.

A full-text copy of the parties' proposed Stipulation regarding
the Sale Proceeds is available for free at:

                http://researcharchives.com/t/s?e54

All parties signed the Stipulation, with the exception of the
Catholic Charities.  Despite repeated requests, the Catholic
Charities refuses to live up to its agreement and execute the
Stipulation.

As reported in the Troubled Company Reporter on Feb 2, 2006, the
Diocese of Spokane obtained Court's authority to sell its property
located at 707 N. Cedar in Spokane, Washington.  The Court,
however, has deferred ruling on the disposition of the sale
proceeds.

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.,  
http://bankrupt.com/newsstand/or 215/945-7000,)


CHARTER COMMS: June 30 Stockholders' Deficit Widens to $5.762 Bil.
------------------------------------------------------------------
Charter Communications, Inc., reported its second quarter 2006
financial results.

"We are pleased with the results for the second quarter, which
reflect continued momentum and visible improvements in the
operating metrics that drive our business," Neil Smit, president
and chief executive officer, said.

"We are keenly focused on disciplined, targeted marketing and
operational execution aimed at delivering profitable revenue
growth. While there is still a lot of work to be done, I believe
that we're building a solid foundation for growth," Mr. Smit said.

                             Highlights

   -- Second quarter revenues from continuing and discontinued
      operations grew 8.7% year over year.
    
   -- Quarterly adjusted EBITDA from continuing and discontinued
      operations increased 4.2% compared to the second quarter of
      2005.    

   -- Revenue generating units (RGUs) increased by 104,000
      compared with the 5,600 RGUs added in the second quarter of
      2005.

   -- Net gains improved on all product lines compared to the
      second quarter of 2005, and total average monthly revenue
      per analog video customer increased 10.0% year over year.

   -- Telephone customers climbed to 257,600 as of June 30, 2006,
      up 35% from March 31, 2006.  Phone service availability grew
      to approximately 4.7 million homes as of June 30, 2006.

   -- In July 2006, Charter completed the sale of certain
      geographically non-strategic systems for net proceeds of
      approximately $896 million.

The operating results of certain systems sold in July 2006 have
been removed from continuing operations and placed in discontinued
operations. All customer metrics in this release include all
systems owned during the period, including those accounted for as
discontinued operations, unless otherwise stated.

                         Operating Results

Charter's consistent focus on targeted marketing and improved
service levels continued to drive revenue generating units (RGU)
growth.  Charter added a net 104,000 RGUs during the second
quarter, a significant increase over second-quarter 2005
additions.  Net gain improvements in every customer category
contributed to overall RGU growth as compared to the year-ago
quarter.

   -- Telephone customers increased by approximately 66,500
      compared with a net gain of 12,500 customers in the year-ago
      quarter.

   -- High-speed Internet (HSI) customers increased by
      approximately 52,700, compared with a net gain of
      43,800 customers in the second quarter of 2005.

   -- Digital video customers increased by approximately 22,600
      compared with a net loss of 9,000 customers a year ago.

   -- Analog video customers decreased by approximately 37,800
      compared with a net loss of 41,700 customers in the second
      quarter of 2005.

As of June 30, 2006, Charter served approximately 11,397,800 RGUs,
comprised of 5,876,100 analog video, 2,889,000 digital video,
2,375,100 HSI, and 257,600 telephone customers.

Total average monthly revenue per analog video customer increased
10.0% for the second quarter of 2006, compared to the same period
in 2005, and churn declined compared to the year ago quarter.
Continued improvements in average revenue and churn resulted from
Charter's bundled offers and marketing efforts to add high-quality
customers.

Strong telephone growth continued with total customers increasing
35% since the first quarter of 2006.  During the second quarter,
Charter made telephone service available to nearly 750,000
additional homes, bringing total homes passed with telephone
service to approximately 4.7 million as of June 30, 2006.

The Company remains on track to make the service available to
between 6 million and 8 million homes by year-end 2006.  In
markets where telephone service is available, Charter continues to
experience lower customer churn, increased revenue per analog
video customer, and improved customer satisfaction, as customers
take advantage of Charter's bundled product offerings.

                 Second Quarter Financial Results

Second quarter 2006 revenues from continuing operations increased
9.2%, up $117 million year over year, to $1.383 billion, resulting
from both a larger customer base versus prior year, and increases
in average revenue per customer.  High Speed Internet revenues
increased 19.7%, up $43 million year over year, and telephone
revenues more than tripled to $29 million from $8 million in the
second quarter of 2005.  Commercial revenues increased 15.2%, up
$10 million year over year, and advertising sales revenues
increased 8.2%, or $6 million, year over year.  Video revenues
increased 3.9%, up $32 million year over year.

Second quarter 2006 operating costs and expenses from continuing
operations increased $95 million, or 12.0%, to $887 million,
reflecting Charter's expenditures to support higher rates of
customer growth and retention, as well as added expenses arising
from higher programming costs associated with annual rate
increases and higher customer volumes.

Operating income from continuing operations increased by
$46 million year over year, to $146 million for the second quarter
of 2006.  Revenue growth exceeded operating cost growth during the
period by $22 million, and depreciation and amortization expenses
declined by $24 million year over year.

Net loss the second quarter of 2006 was $382 million.  For the
second quarter of 2005, Charter reported net loss of $356 million.
The increase in net loss was primarily due to a $27 million loss
on extinguishment of debt related to the credit facility
refinancing in April 2006, a $24 million increase in interest
expense, and a $27 million increase in income tax expense.  These
expense increases were partially offset by the $46 million
increase in operating income from continuing operations.

At June 30, 2006, the Company's balance sheet showed $16.145
billion in total assets, $21.714 billion in total liabilities,
$189 million in minority interest, and $4 million in redeemable
preferred stock, resulting in $5.762 billion in shareholders'
deficit, as compared with $4.920 billion deficit at Dec. 31, 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $1.088 billion in total current assets available to pay
$1.240 billion in total current liabilities coming due within the
next 12 months.

                  Year to Date Financial Results

For the six months ended June 30, 2006, total revenues from
continuing operations increased by 8.9%, up $222 million, to
$2.703 billion, resulting from both a larger number of customers
and higher average revenue per customer.  High-speed Internet
revenues increased 19.1%, up $81 million, and telephone revenues
more than tripled to $49 million from $14 million in the year ago
period.  Commercial revenues increased 16.4%, up $21 million year
over year, and advertising sales revenues increased 8.9%, up
$12 million year over year.  Video revenues increased 3.8%, up
$61 million year over year.

Operating costs and expenses from continuing operations for
the six months ended June 30, 2006 increased by 13.0%, or
$203 million, to $1.759 billion, reflecting costs to serve a
greater number of customers, expenditures on customer service
enhancements, increased marketing spending, and annual programming
rate increases.

Operating income from continuing operations decreased by 2.8%, or
$4 million, to $138 million for the first six months of 2006.
Revenue growth exceeded operating cost growth during the period by
$19 million, and depreciation and amortization expenses declined
by $40 million year over year.  These benefits were offset by a
$60 million increase in asset impairment charges related to
Charter's asset sales to NewWave Communications and subsidiaries
of Orange BroadBand Holding Company, LLC, and an $8 million
increase in special charges primarily related to severance
associated with closing call centers and divisional restructuring.

Net loss for the six months ended June 30, 2006, was $841 million.  
For the first six months of 2005, Charter reported net loss of
$709 million.  The increase in net loss was primarily due to a
$72 million increase in interest expense and a $35 million
increase in loss on extinguishment of debt, primarily related to
the credit facility refinancing in April 2006, along with the
$4 million decrease in operating income from continuing
operations.

                            Asset Sales

In 2006, the Company signed three separate definitive agreements
to sell certain geographically non-strategic cable television
systems serving approximately 356,000 analog video customers for a
total of approximately $971 million.

In July 2006, Charter completed the sales of systems in West
Virginia and Virginia, serving approximately 239,700 analog video
customers, to Cebridge Acquisition Co., LLC, and systems in
Illinois and Kentucky, serving approximately 73,300 analog video
customers, to NewWave Communications.  The sale of systems in
northern and southeastern Nevada, and in Colorado, New Mexico, and
Utah, serving 43,000 analog video customers, to subsidiaries of
Orange Broadband Holding Company, LLC, is scheduled to close in
the third quarter of 2006.

Charter expects to record a gain on the sale related to the
Cebridge transaction of approximately $200 million in the third
quarter of 2006.

Assuming the sales of systems in July 2005, the Cebridge
transaction, the New Wave transaction, the pending Orange sale,
and the acquisition in January 2006 had occurred as of Jan. 1,
2005, pro forma revenue and adjusted EBITDA growth for the second
quarter of 2006 over the pro forma second quarter of 2005 would
have been 9.1% and 4.7%, respectively.  Pro forma for the three
sales of systems announced in 2006, Charter served approximately
5,520,100 analog video, 2,730,000 digital video, 2,264,200 HSI,
and 257,600 telephone customers as of June 30, 2006.

                      Discontinued Operations

The results of operations for the West Virginia and Virginia cable
systems, which were sold to Cebridge in July 2006, have been
presented as discontinued operations, net of tax, for the three
and six months ended June 30, 2006, and 2005.  Charter has
determined that these systems comprise operations and cash flows
that, for financial reporting purposes, meet the criteria for
discontinued operations in accordance with Generally Accepted
Accounting Principles.  Income from discontinued operations, net
of tax, for the second quarter of 2006 and 2005, were $20 million
and $4 million, respectively.  Income from discontinued operations
for the six months ended June 30, 2006, and 2005 were $34 million
and $29 million, respectively.

                             Liquidity

The results presented in this section reflect the operation of all
assets owned during the first six months of 2006, including the
operations of West Virginia and Virginia cable systems.

Net cash flows used in operating activities for the second quarter
of 2006 were $4 million, compared to net cash flows provided by
operating activities of $28 million for the year-ago quarter.  The
change in net cash provided by operating activities is primarily
the result of an increase in cash interest expense of $54 million,
partially offset by the $21 million higher increase in revenue
compared to the rise in operating costs and expenses.

Net cash flows provided by operating activities for the six months
ended June 30, 2006, were $205 million, compared to $181 million
for the year-ago period.  The increase in net cash provided by
operating activities is primarily the result of changes in
operating assets and liabilities, which provided $107 million more
cash in 2006 than in 2005, while revenue growth outpaced operating
cost growth by $17 million.  These variances were partially offset
by an increase in cash interest expense of $99 million.

Adjusted EBITDA totaled $519 million for the second quarter of
2006, an increase of $21 million, or 4.2%, compared with the year-
ago quarter.  Adjusted EBITDA totaled $990 million for the six
months ended June 30, 2006, an increase of $17 million, or 1.7%,
compared with the year-ago period.

Expenditures for property, plant, and equipment for the second
quarter of 2006 were $298 million, compared with second-quarter
2005 expenditures of $331 million.  The decrease in capital
expenditures reflects decreases in spending on support capital,
line extensions, and customer premise equipment, partially offset
by a year over year increase in spending for scalable
infrastructure.

For the six months ended June 30, 2006, capital expenditures were
$539 million, compared to $542 million for the same year-ago
period.  Increases in spending on customer premise equipment and
scalable infrastructure were offset by decreases in support
capital and line extensions.  During 2006, Charter expects capital
expenditures to be approximately $1.0 billion - $1.1 billion.

Charter reported negative free cash flow of $219 million for the
second quarter of 2006, flat with the same year-ago quarter.
Growth in revenues in excess of operating costs and expenses, and
decreased capital expenditures, were offset by increased interest
on cash-pay obligations.

For the six months ended June 30, 2006, Charter reported negative
free cash flow of $405 million, compared to $326 million for the
year-ago period.  The increase was primarily driven by higher
interest on cash-pay obligations, partially offset by revenue
growth that exceeded growth in operating costs and expenses.

As of June 30, 2006, Charter had $19.860 billion in long-term debt
and $56 million of cash on hand.  Charter's total potential
availability under its credit facilities as of June 30, 2006, was
approximately $900 million, none of which was limited by covenant
restrictions.  Pro forma for the asset sales that closed in July
2006, availability as of June 30, 2006 was approximately
$1.7 billion, which was limited to $1.3 billion by covenant
restrictions.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?fc0

                   About Charter Communications

Based in St. Louis, Missouri, Charter Communications, Inc.
(NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband    
communications company providing a full range of advanced
broadband services to homes, including advanced digital video
entertainment programming -- Charter Digital(TM)), Charter High-
Speed(TM) Internet access service, and Charter Telephone(TM)
services.  Charter Business(TM) similarly provides scalable,
tailored and cost-effective broadband communications solutions to
business organizations, such as business-to-business Internet
access, data networking, and video and music entertainment
services.  Charter's advertising sales and production services are
sold under the Charter Media(R) brand.


CHARTER COMMUNICATIONS: Exchange Offers Cue S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'CCC+' long-term
corporate credit rating and 'CCC-' rating on the senior
convertible notes due 2009 of St. Louis, Missouri-based cable TV
system operator Charter Communications Inc. on CreditWatch with
negative implications.

The rating agency also placed on CreditWatch Negative the
'CCC+' corporate credit rating on Charter subsidiary Charter
Communications Holdings LLC and the 'CCC-' rating on an aggregate
$1.66 billion of senior notes of Charter Communications Holdings
LLC with maturities ranging from 2009 to 2012.

The CreditWatch placement follows Charter's announcement of two
exchange offers.  First, Charter is offering to exchange up to
$450 million of its $862.5 million outstanding principal amount of
5.875% convertible notes due 2009 for up to $188 million in cash,
up to 45 million shares of Charter common stock, and up to $146.25
million of new notes to be issued by Charter subsidiaries.

Standard & Poor's also assigned a 'CCC-' rating to those new
subsidiary notes: $146.25 million of 10.25% senior notes due 2010
that will be co-issued by CCH II LLC and CCH II Capital Corp. to
the exchange offer.  This rating is not on CreditWatch.

Second, Charter subsidiaries CCH II LLC and CCH I LLC began
private offers to issue up to $875 million of new senior notes
with maturities of 2013 and 2015 in exchange for Charter
Communications Holdings' notes with maturities ranging from 2009
to 2012, which have an aggregate outstanding balance of $1.66
billion.  The new notes will be issued under Rule 144A with
registration rights and Standard & Poor's expects the rating on
the new CCH II LLC and CCH I LLC notes to be 'CCC-.'  The two
exchange offers are not contingent upon one another.

Additionally, the 'B-3' short-term rating and all other ratings on
Charter and related entities are affirmed as these are not
affected by the convertible exchange offer.

"The CreditWatch action reflects our view that completion of
convertible debt and senior debt exchange offers would be
tantamount to a default on their original terms," said Standard &
Poor's credit analyst Richard Siderman.

In both cases, bondholders exchange for longer-dated maturities,
and, in the case of the convertible notes, holders also receive
equity as part of the exchange.  Upon completion of the exchange
offers, we will lower the corporate credit ratings on Charter
Communications Inc. and Charter Communications Holdings LLC to
'SD' to indicate a selective default.

Standard & Poor's will also lower the ratings on Charter's entire
$862.5 million convertible notes and on the entire $1.66 billion
of Charter Communications Holding LLC notes that are the target of
the 144A exchange to 'D'.

Subsequently, Standard & Poor's expects to reassign a 'CCC+'
long-term corporate credit rating to Charter and to Charter
Communications Holdings LLC.  Standard & Poor's will also raise
the rating on the convertible notes that are not exchanged and on
the Charter Communications Holding LLC notes that are not
exchanged, to 'CCC-' from 'D'.


CINCINNATI BELL: Earns $24.3 Million for 2006 Second Quarter
------------------------------------------------------------
Cincinnati Bell Inc., reported net income of $24.3 million for
three months ended June 30, 2006, compared to a net loss of $29.8
million for the same period in 2005.

For the six months ended June 30, 2006 net income was $38.4
million from revenues of $621.6 million, versus a net loss of $33
million from revenues $604 million for the same period in the
prior year.

The Company also reported quarterly revenue increased to $323
million, up 3% or $8 million from a year ago and adjusted EBITDA
of $116 million improved 4%.  Adjusted EBITDA declined $8 million
from the second quarter of 2005, primarily the result of increased
expenses related to wireless subscriber growth and migration to
the GSM network.

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

"We are very pleased with the financial performance in each of our
business segments," Brian Ross, chief financial officer, said.  
"Wireless service revenue growth validates that we have turned our
wireless business around.  Profitability in our core wireline
business remains stable despite declining access lines.  Reduced
interest payments are improving free cash flow."

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

                           *     *     *

Cincinnati Bell's senior secured debt, bank loan debt and
corporate family ratings carry Moody's Ba3 rating.  Moody's also
junked the Company's preferred stock rating and placed its senior
unsecured debt at B1 and senior subordinated debt at B2.

Standard & Poor's placed the Company's long term foreign and local
issuer credit ratings at B+ with a negative outlook.

The Company's senior secured and bank loan debts carry Fitch's BB+
ratings.  Fitch also assigned a BB- rating to the Company's senior
unsecured debt, a B rating to its subordinated debt and a B-
rating to its preferred stock.


CLARION TECHS: Gets $1.375 Million Loan from Blair and Crown
------------------------------------------------------------
Clarion Technologies, Inc.'s senior lenders, JPMorgan Chase Bank,
N.A. and Fifth Third Bank, entered into a Modification and Consent
Agreement with the Company, certain of its subsidiaries, William
Blair Mezzanine Capital Fund III, L.P., and Crown Realty Holdings,
LLC.

Pursuant to the Consent Agreement, Blair Mezzanine and Crown
Realty loaned the Company an aggregate $1.375 million, the
principal is due and payable on Dec. 31, 2006.  The Loan is pre-
payable at the Company's and the holders' option.  The Loan is
pari passu with the Company's debt to its senior lenders, except
that it is unsecured.  If the Loan is not repaid by Dec. 31, 2006,
the unpaid amount will become additional subordinated debt under
the terms of the Senior Subordinated Loan Agreement, dated as of
Dec. 27, 2002, to which Blair and Crown are already parties.

As consideration for the Loan, Blair Mezzanine and Crown Realty
will receive:

   (a) on July 31, 2006, their pro rata share of 250 shares of
       Class A Preferred Stock of the Company, and

   (b) on Nov. 1, 2006, up to 750 additional shares of Class A
       Preferred Stock of Clarion, adjusted pro rata for the
       amount of unpaid principal of the Loan as of such date.  To
       the extent the loan is not paid in full by Dec. 31, 2006,
       Blair and Crown will receive, as additional consideration,
       their pro rata portion of 1,000 shares of Class A Preferred
       Stock of the Company.

Crown is a Michigan limited liability company controlled by Craig
Wierda, chairman of the Company's board of directors.

Headquartered in Grand Rapids, Michigan, Clarion Technologies,
Inc. -- http://www.clariontechnologies.com/-- creates products  
and parts for the automotive, furniture and consumer goods
industry.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on April 27, 2006,
BDO Seidman, LLP, raised substantial doubt about Clarion
Technologies, Inc.'s ability to continue as a going concern after
it audited the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm points to the company's
recurring losses from operations, working capital deficit,
accumulated deficit and violation of certain covenants in its loan
agreements.


COINMACH SERVICE: Earns $192,000 in First Fiscal Quarter of 2007
----------------------------------------------------------------
Coinmach Service Corp. reported quarterly financial results for
the first fiscal quarter ended June 30, 2006.

For the first fiscal quarter ended June 30, 2006, the Company
reported net income of $192,000 on $139.28 million of revenues
compared with a $975,000 net loss on $133.830 of revenues for the
same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$905.934 million in total assets, $783.786 million in total
liabilities, and $122.148 million in total stockholders' equity.

"I am pleased to announce our first quarter results for Coinmach
Service Corp.'s 2007 fiscal year.  This quarter, our revenue
improved by approximately 4.1% and our EBITDA improved by
approximately 3.7% over the corresponding prior year period.  More
importantly, Net Cash Flow before IDS distributions and common
stock dividends improved this quarter by approximately 23.4% over
the same quarter last year, and Net Cash Flow available to pay
future IDS distributions and common stock dividends improved over
the prior year as well," Stephen Kerrigan, the Company's chairman
and chief executive officer, said.

Mr. Kerrigan continued, "Several factors contributed to the
improvement in our cash flow. Same store sales continue to improve
due to signs of recovery in occupancy rates and to our pricing
strategy in the route business.  Additionally in April 2006, we
acquired substantially all of the assets of American Sales, Inc.,
a laundry service provider to colleges and universities in the
mid-west with 40 years of senior management experience and more
than 45 partner schools.  Finally, our Appliance Warehouse
division continues to grow, generating record high quarterly
revenue and EBITDA.

"Based on the results from the quarter ended June 30, 2006, we
remain optimistic that Coinmach is poised for another strong
fiscal year.  Contributing factors are the recent acquisition of
ASI, efficiencies we expect to result from our new consolidated
service and dispatch platform as well as continued improvement in
the Appliance Warehouse division and in same store sales in the
route business."

In April 2006, the Company repurchased approximately $5.6 million
principal amount of its 11% senior secured notes.  This open
market purchase, together with the purchase of approximately
$48 million aggregate principal amount of 11% senior secured notes
due 2024 through its tender offer in February 2006, is consistent
with the Company's objective to reduce its overall cost of
capital.

As of June 30, 2006, the Company had outstanding (i) approximately
13.0 million IDS units, each unit consisting of one share of the
Company's Class A common stock and an 11% senior secured note due
2024 with a principal amount of $6.14 and (ii) approximately 29.1
million shares of Class A common stock, of which approximately
16.1 million shares were held separate and apart from its IDSs.

A holder of an IDS unit (DRY) is entitled to quarterly interest
payments on the underlying note at an annual rate of 11%, or
approximately $0.6754 per unit per year, and may receive quarterly
dividend payments on the underlying share of Class A common stock
to the extent such dividends are declared by the Company's board
of directors.  Payments on its IDSs and Class A common stock are
scheduled for March 1, June 1, September 1, and December 1 of each
year to holders of record as of the applicable record dates.

The Company's board of directors has approved a dividend on shares
of its Class A common stock of approximately $0.206 per share of
Class A common stock payable on Sept. 1, 2006, to holders of
record on Aug. 25, 2006.  The Company will also make cash payments
aggregating $0.375 per IDS to the holders of record on Aug. 25,
2006, which will consist of a dividend of approximately $0.206 per
share on the underlying Class A common stock and an interest
payment of approximately $0.169 on the underlying 11% senior
secured note.

The Class A common stock dividend represents the Company's seventh
consecutive quarterly dividend payment, consistent with the
dividend policy adopted by the Company.

"I'm very proud of Coinmach's continued stable and improving cash
flow generation.  As of June 30, 2006, after taking into account
the cash used to acquire ASI, we had a cash balance in excess of
$34 million, along with availability under our revolver of
approximately $68 million.  To date, we have returned in excess of
$50 million of interest and dividends to our investors since the
IPO in November 2004, while continuing to reduce indebtedness.  As
such, we continue to be pleased with our financial performance,
balancing consistent returns to our stakeholders with appropriate
reinvestments in our business through technology upgrades and
targeted acquisitions", Mr. Kerrigan stated.

Mr. Kerrigan continued, "Our route business remained steady,
increasing revenue by approximately $4.2 million for the quarter,
increasing EBITDA by approximately $1.1 million for the quarter as
well as increasing cash flow by approximately $0.2 million for the
quarter over the same period of the prior year.  The rental
business, Appliance Warehouse, generated growth in revenue of
approximately 10.5% for the quarter.  EBITDA grew by approximately
17.1% for the quarter as compared to the same quarter last year.
Corporate expenses increased by approximately $0.5 million quarter
over quarter as a result of the timing of additional expenses
associated with being a public company.  In addition, our results
have been affected by costs associated with the continued
procedures required by Sarbanes Oxley.  Excluding expenditures
related to acquisitions and technology upgrades, capital
expenditures remained steady this quarter as compared to the
quarter ended June 30, 2005."

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?f9d

                    About Coinmach Service Corp.

Coinmach Service Corp. (Amex: DRY & DRA) --
http://www.coinmachservicecorp.com/-- through its operating  
subsidiaries, is a leading supplier of outsourced laundry
equipment services for multi-family housing properties in North
America.  The Company's core business involves leasing laundry
rooms from building owners and property management companies,
installing and servicing laundry equipment and collecting revenues
generated from laundry machines.

                           *     *     *

Moody's Investors Service assigned on Nov. 18, 2004, a Caa1 rating
to Coinmach Service Corp.'s $275 million Income Depository
Securities and $20 million of guaranteed senior secured notes.  
Moody's also lowered the ratings on Coinmach Corp.'s bank credit
facility to B2 from B1 and 9% guaranteed global notes to B3 from
B2.  Moody's said the outlook is stable.


COLLINS & AIKMAN: Intends to Turn Over Collateral to Mayer Textile
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
previously approved a stipulation between Collins & Aikman
Corporation, its debtor-affiliates and Mayer Textile Machine
Corporation regarding the adequate protection of a secured claim
filed by Mayer.  The Debtors are required to pay Mayer monthly
adequate protection payments of $20,000.

The Debtors are winding down their Fabrics Business and production
will cease shortly.  Mayer has security interest in the equipment
used in the Fabrics business.  Since the Debtors will not need the
Collateral when production ceases, the Collateral will need to be
sold or returned to Mayer.

After a lengthy marketing process, no entities offered to pay more
for the Collateral than Mayer's secured claims.  In this regard,
the Debtors and Mayer agreed that after the Debtors are done using
the Collateral, they would return it to Mayer in exchange for
Mayer waiving its claims.

The Debtors ask the Court to approve a stipulation with Mayer
regarding the Collateral return.  The Stipulation provides that:

   (a) The Debtors stipulate to the validity and first priority
       of Mayer's liens on the Collateral and the Mayer Claim
       Amounts;

   (b) While the Debtors maintain possession of the Collateral,
       (i) the Debtors will maintain the Collateral in reasonably
       good working order and will make or seek to make
       reasonable repairs, (ii) the Debtors will keep the
       Collateral insured, and (iii) Mayer may inspect and re-
       inspect the Collateral;

   (c) The Debtors will provide Mayer with the right to repossess
       the Collateral no later than October 1, 2006, at no cost
       to the Debtors, and unless Mayer elects not to repossess
       the Collateral, the Debtors will not sell, transfer, lease
       or otherwise dispose of any of the Collateral without
       Mayer's prior written consent;

   (d) If Mayer repossesses the Collateral, adequate protection
       payments by the Debtors to Mayer will cease and Mayer will
       waive any claim against the Debtors;

   (e) If Mayer elects not to repossess the Collateral and the
       Debtors sell the Collateral, Mayer will be (a) allowed to
       credit bid and (b) entitled to a right of first refusal
       for an amount no less than such offer;

   (f) If Mayer does not repossess the Collateral, Mayer will
       retain its claims against the Debtors, which will be
       allowed in accordance with Section 506 of the Bankruptcy
       Code.  If the Collateral is sold, all proceeds -- net of
       reasonable expenses of the sale -- up to the amount of the
       Mayer Claim Amounts will be turned over to Mayer and
       applied against Mayer's claim; and

   (g) In no event will Mayer be liable for any excise, sales and
       other taxes or charges relating to the Collateral for any
       period that the Debtors had possession of the Collateral.

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., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Panel Seeks Supply Contract Info from Ford, GM       
----------------------------------------------------------------
Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Official Committee of Unsecured Creditors of
Collins & Aikman Corporation and its debtor-affiliates want to
conduct examinations and obtain documents from the Debtors' three
largest customers, Ford Motor Corporation, General Motors
Corporation, and DaimlerChrysler Corporation, and their advisors
including Stout Risius Ross, Inc., and BBK, Ltd.

The Committee wishes to obtain additional evidence relating to
potential causes of action that may be asserted against these
principal customers under applicable fraudulent transfer and
antitrust laws.

In particular, the Committee wants information concerning
prepetition terms and conditions under which the Debtors supplied
goods and services to the Principal Customers and the extent to
which the Debtors were provided with reasonably equivalent value
in exchange for them.  In addition, the Committee wants to
investigate whether the Principal Customers exchanged
competitively sensitive information concerning pricing and other
terms of their dealings with the Debtors.

Thomas B. Radom, Esq., at Butzel Long, in Bloomfield Hills,
Michigan, explains that the Debtors are heavily dependent on the
Principal Customers.  Before the Petition Date, the Debtors had no
choice but to supply them pursuant to burdensome and unprofitable
contracts that are a continuing cause of the Debtors' liquidity
crisis.  The Committee believes that the Debtors' performance
under those contracts gave rise to numerous causes of action.  In
addition, the Committee believes that the Principal Customers may
have unlawfully coordinated their behavior vis-a-vis the Debtors.

Mr. Radon relates that the Committee requires the information to
acquit adequately and appropriately its fiduciary obligations to
the Debtors' unsecured creditors.

Accordingly, the Committee asks the U.S. Bankruptcy Court for the
Eastern District of Michigan to:

   (a) permit it to serve on the Principal Customers requests for
       documents;

   (b) require the Principal Customers to produce the documents
       responsive to the requests; and

   (c) direct each Principal Customer to appoint a corporate
       designee most knowledgeable about the topics requested and
       require that designee to submit to an examination.

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


COLLINS & AIKMAN: Panel Wants to Conduct Rule 2004 Probe on GECC
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Collins & Aikman
Corporation and its debtor-affiliates seek authority from the U.S.
Bankruptcy Court for the Eastern District of Michigan to
investigate whether Ford Motors Corporation, General Electric
Capital Corporation and GE Capital De Mexico, S. De R. L. De C.V.,
have engaged in conduct that would give rise to claims in favor of
the Debtors' estates.

In particular, the Committee asks the Court to:

   (a) permit it to serve on Ford, GECC, and GE Mexico requests
       for documents pursuant to Rule 2004 of the Federal Rules
       of Bankruptcy Procedure;

   (b) require Ford, GECC, and GE Mexico to produce the document
       responsive to the requests; and

   (c) direct each party to appoint a corporate designee most
       knowledgeable of the topics and require the designee to
       submit to examination.

Before the Petition Date, GECC, through its Mexican subsidiary GE
Mexico, provided certain financing to Collins & Aikman Hermosillo,
S.A. de C.V., the Debtors' subsidiary in Mexico that manufactures
certain parts for Ford.

Postpetition, GE Mexico threatened to commence an action in Mexico
to foreclose upon Collins & Aikman Hermosillo's assets.  The
Committee believes that Ford has had discussions with GECC or GE
Mexico regarding the proposed foreclosure and the possibility of
Ford purchasing the plant from GECC following the foreclosure.

The Committee wants to obtain documents from Ford, GECC, and GE
Mexico concerning the Hermosillo Plant and any contemplated
transactions pursuant to which Ford would acquire that plant.  
The Committee wants to determine whether GECC and GE Mexico
assisted or encouraged Ford to take any action with respect to the
Hermosillo Plant or Collins & Aikman Hermosillo, and whether those
actions were tortuous.

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


COMMSCOPE INC: Aborted Andrew Merger Cues S&P to Remove Neg. Watch
------------------------------------------------------------------
Standard & Poor's Rating Services removed its rating on
Hickory, North Carolina-based CommScope, Inc., from CreditWatch
with negative implications from CreditWatch, where they were
placed with negative implications on Aug. 7, 2006, and affirmed
the existing 'BB' corporate credit rating.  The outlook is stable.

The action reflects CommScope's decision not to further pursue the
acquisition of Westchester, Illinois-based Andrew Corp. (BB/Watch
Neg/--).  

Last week, CommScope made an offer of $1.7 billion in cash to
acquire Andrew Corp., which was subsequently rejected as
inadequate.  Although CommScope has decided not to pursue Andrew
with a better offer, Standard & Poor's does not currently expect
to see an alternate acquisition of similar magnitude.  However,
CommScope's leverage at about 2x is somewhat low for the rating,
allowing the company room to pursue more moderate acquisition
activity.

"The ratings on CommScope Inc. reflect recently challenging market
conditions characterized by periods of weak demand, and rising raw
materials costs, offset by leading North American market positions
in enterprise and broadband cable products and a moderately
leveraged balance sheet, all of which contribute to profitability
volatility," said Standard & Poor's credit analyst Stephanie
Crane.

CommScope Inc. is a leader in enterprise cable products, as well
as a leading supplier of broadband cable to multiple service
operators.  With its Systimax brand, CommScope has a particularly
strong position in high-end, structured cable products for the
enterprise market, including its recently launched 10-gigabyte
Ethernet copper cable product.  The enterprise market is subject
to demand fluctuations that correlate with overall spending on
information technology; broadband cable also is subject to
spending fluctuations by the MSOs, with current spending activity
in a maintenance mode.

CommScope also has smaller market positions in cable and other
products for telecommunications carriers, particularly wireless,
which provide mixed contributions to the company's overall
operating performance.


COMPLETE RETREATS: Wants Interim Compensation Procedures Set
------------------------------------------------------------
Complete Retreats LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Connecticut to establish
uniform procedures for compensating and reimbursing Court-approved
professionals on an interim basis similar to those established in
other large Chapter 11 cases.

Specifically, the Debtors propose that:

   (a) By the 20th day of each month, after the month for which
       compensation is sought, each Professional will serve a
       monthly statement to:

       * the Debtors,
       * the counsel for the Debtors,
       * the counsel for the Debtors' postpetition DIP lenders,
       * the counsel for the Creditors Committee; and
       * the Office of the United States Trustee.

       The first Monthly Statement will be due on Sept. 20, 2006,
       for the period covering the Debtors' bankruptcy filing
       through and including Aug. 31, 2006;

   (b) Any party that objects to a Monthly Statement is required
       to serve on the Affected Professional and the Notice
       Parties, within 20 days after the service of the Monthly
       Statement, a written statement that:

         -- describes the precise nature and basis of the
            Objection; and

         -- specifies the amount of objectionable fees or
            expenses at issue;

   (c) If an Objection is served, the Objecting Party and the
       Affected Professional are required to make a good-faith
       attempt to resolve the Objection on a consensual basis.
       All Objections that are not resolved by the parties will
       be preserved and presented to the Court at the next
       interim or final fee application hearing;

   (d) If no Objection to a Monthly Statement has been served
       prior to the relevant Objection Deadline, the Affected
       Professional will serve on the Debtors and their counsel a
       certification that there has been no Objection to its
       Monthly Statement, and the Debtors are authorized to pay
       80% of the sought fees and 100% of the sought expenses.

       If an Objection is timely served, the Affected
       Professional will serve on the Debtors and their counsel a
       certification indicating that there has been an Objection
       and stating the total fees and expenses in the Monthly
       Statement not subject to the Objection.  The Debtors are
       then authorized to pay the Affected Professional an amount
       equal to 80% of the fees and 100% of the expenses not
       subject to the Objection;

   (e) From Jul. 23, 2006 through Oct. 31, 2006, and at four-
       month intervals afterwards, each Professional will file
       with the Court, within 30 days of the end of the Interim
       Fee Period, an interim fee application for interim Court
       approval and allowance of 100% of the compensation and
       expense reimbursement sought in the Monthly Statements
       served during the Interim Fee Period;

   (f) If an Objection to all or part of the Interim Fee
       Application is timely and properly filed within 30 days
       from the filing of the Interim Fee Application, the
       Objection will be considered at the Interim Fee Hearing;

   (g) If no Objection to the Interim Fee Application is timely
       and properly filed by the applicable Fee Objection
       Deadline, the Professional will file with the Court and
       serve on the Debtors and their counsel a certification
       that there have been no Objections to its Interim Fee
       Application;

   (h) The Court will convene an Interim Fee Hearing on pending
       Interim Fee Applications, once every four months.  The
       Debtors will provide notice of all Interim Fee Hearings to
       the Notice Parties; and

   (i) A pending objection to a Monthly Statement or an Interim
       Fee Application will not disqualify a Professional from
       the future payment of compensation or reimbursement of
       expenses that are requested in accordance with the
       Compensation Procedures.

Jeffrey K. Daman, Esq., at Dechert LLP, in Hartford, Connecticut,
states that the Interim Compensation Procedures will permit the
Court and all other parties to more effectively monitor the
professional fees incurred in the bankruptcy cases.

The Compensation Procedures will allow each Professional to
receive only 80% of its requested fees where no Notice Party has
objected and thus, reduce the Debtors' short-term financial
burden, Mr. Daman relates.

                     About Complete Retreats

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


COMPLETE RETREATS: Christopher Stevens Wants $750,000 Returned
--------------------------------------------------------------
Christopher Stevens tells the U.S. Bankruptcy Court for the
District of Connecticut that he was invited to become a
member of Distinctive Retreats, a Tanner & Haley Destination Club
operated by Debtor Distinctive Retreats, LLC, on Feb. 4, 2006.

The solicitation indicated that Mr. Steven's membership and
enrollment in the Club was effective upon his execution of a
membership agreement and the payment of certain sums, Michael S.
Wrona, Esq., at Halloran & Sage LLP, in Hartford, Connecticut,
relates.

According to Mr. Wrona, Mr. Steven wired to the Debtors $750,000
on May 1, 2006, prior to executing any membership agreement with
them.

Mr. Stevens expected that the funds would be segregated by the
Debtors and held in trust for him pending his execution of
membership documentation, Mr. Wrona says.  Mr. Stevens also
expected that the funds would grant him a "full usage Distinctive
Retreats Membership" as well as "Legendary Retreats Usage Rider."

Mr. Stevens objects to the approval of the Debtors' DIP Motion
and the borrowing by the Debtors on a secured basis to the extent
that any order approving the DIP Loans would potentially encumber
the amount he paid to the Debtors.

Mr. Wrona argues that the $750,000 Mr. Stevens paid to the
Debtors is held in trust for Mr. Stevens and is not property of
the Debtors' estates pursuant to Section 542(d) of the Bankruptcy
Code.

                     About Complete Retreats

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


DANA CORP: Roadster Automotive Acquires Dana's Slovakia Business
----------------------------------------------------------------
Roadster Automotive BV, TRW Automotive Holdings Corp.'s Dutch
subsidiary, acquired a Slovakian electric motor production
business, Dana Emerson Actuator Systems, from Dana Corporation.  
The terms of the planned acquisition were not disclosed.

The business, which employs 455 people, manufactures motors
used in electrically assisted steering systems for tier one
automotive suppliers including TRW Automotive.  The product is a
component in TRW's electrically powered steering and electrically
powered hydraulic steering systems.

Dave Chew, vice president, European Steering Operations, TRW
Automotive, commented: "This represents a strategic acquisition
for TRW Automotive.  We continue to develop our electrically
assisted steering systems business in Europe, North America and
Asia Pacific and this operation provides us with an in house
source for a key component for a growing technology in our active
safety systems portfolio.

"The plant in Nove Mesto, Slovakia, will become an integral
part of our European steering operations.  We'll continue to
develop the technology and production processes to strengthen our
market leading range of steering systems."

TRW Automotive supplies electrically assisted steering
systems to a number of leading, global automotive manufacturers
including Ford, Fiat, General Motors, Renault Nissan and
Volkswagen.

The acquisition was by TRW Automotive's.

                           About TRW

Headquartered in Livonia, Michigan, TRW Automotive
-- http://www.trwauto.com/-- supplies automotive products  
including integrated vehicle control and driver assist systems,
braking systems, steering systems, suspension systems, occupant
safety systems, electronics, engine components, fastening systems
and aftermarket replacement parts and services.  The Company,
through its subsidiaries, employs approximately 63,000 people in
25 countries.  

                      About Dana Corporation

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

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


DANA CORPORATION: Terminates Employees at Mitchell, Indiana Plant
-----------------------------------------------------------------
Fourteen workers at Dana Corporation's Mitchell, Indiana plant
were given lay-off notices, The Bedford Times Mail reports.

According to the Bedford Times, the Union Steelworkers Local 119A
officials estimate that about 30 people will be terminated this
month and another 30 will be terminated in September.

The company has previously announced its plans to close the
Mitchell Plant between April and October 2007.  The company is
transferring its operations at the Mitchell Plant to other sites
in Ohio and Mexico.

                      About Dana Corporation

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

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


DELPHI CORP: Equity Panel Renews Protest over Contract Rejection
----------------------------------------------------------------
The Ad Hoc Equity Committee of Delphi Corporation and its debtor-
affiliates renewed its objection to Delphi Corporation and its
debtor-affiliates' move to reject certain supply contracts with
General Motors Corporation.  

As reported in the Troubled Company Reporter on April 7, 2006, the
Debtors asked the U.S. Bankruptcy Court for the Southern District
of New York for authority to reject the supply contracts.

The Debtors are restructuring their unprofitable supply
relationships with GM.  After studying the deteriorating financial
health of their U.S. operations, the Debtors identified 21
operational sites that generate significant, and increasing,
operating losses.  The sites, which primarily produce parts for GM
vehicles, are projected to generate $2.1 billion in operating
losses in 2006.

Frank L. Eaton, Esq., at White & Case LLP, in Miami, Florida,
relates that the Ad Hoc Equity Committee favors the Debtors'
efforts to shed burdensome GM Contracts and would support for an
expedited procedure to further that goal.  However, based on the
Debtors' pleadings and discovery taken, it is apparent that they
have failed to establish that any particular GM Contract is
burdensome, Mr. Eaton notes.

According to Mr. Eaton, the Debtors must present some basis for
their judgment, including establishing that rejection will
provide real economic benefit to the estate and will not result
in unreasonably large claims against the estate.

Mr. Eaton notes that the Debtors' rejection of any particular
contract is inextricably intertwined with Delphi's labor
situation.  If labor costs are reduced sufficiently, the Debtors
may or may not need to actually reject the GM Contracts.

Until those issues play out, the Debtors are not in position to
analyze the costs and benefits of rejection, Mr. Eaton says.  The
Debtors cannot be granted wholesale authority to reject thousands
of contracts without having demonstrated that any of the GM
Contracts are burdensome.

The Ad Hoc Equity Committee views the Debtors' request as a
procedural matter and supports entry of an order permitting
rejection of the GM Contracts on a contract-by-contract basis on
limited notice to parties-in-interest demonstrating that the
Debtors have exercised reasonable business judgment in
determining that the contracts to be rejected are burdensome.

If, by contrast, the Court determines that rejection may only
occur en masse, the Ad Hoc Equity Committee opposes the request.

The Ad Hoc Equity Committee comprises Appaloosa Management L.P.,
Harbinger Capital Partners, LLC, and Lampe Conway & Co., LLC.

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., http://bankrupt.com/newsstand/or  
215/945-7000)


DELPHI CORP: Pension Bill Won't Spare Delphi's Obligations
----------------------------------------------------------
A proposal that would have helped Delphi Corp. in its pension
obligations didn't make it to the final draft of the legislation,
The Associate Press reports.

U.S. Legislators have passed a bill to reinforce employer-based
pension system.  The 900-page piece of legislation requires
company plans to be 100% funded within seven years.

Certain provisions in the bill, which was crafted over months of
negotiations, are targeted to help specific companies or
industries, AP says.  However, a proposal to give companies
emerging from bankruptcy seven years to make up funding
deficiencies during bankruptcy was not included in the bill.

Delphi would have benefited from that proposal because it faces a
$2,700,000,000 funding shortfall due upon emerging from bankruptcy
and it could default on its pension plans, AP notes.

Delphi sponsors defined benefit pension plans covering a
significant percentage of its U.S. workforce and certain of its
non-U.S. workforce.  In a Form 10-K filing with the Securities
and Exchange Commission, Delphi disclosed that on Dec. 31, 2005,
the projected benefit obligation of the U.S. defined benefit
pension plans exceeded the market value of the plan assets by
$4,100,000,000.

During 2005, Delphi contributed $600,000,000 to its pension plans,
satisfying its minimum funding requirement as determined by
employee benefit and tax laws.

Delphi's 2006 minimum funding requirement is approximately
$1,200,000,000.  But according to Delphi, its 2006 contributions
will be limited to approximately $200,000,000 in view of its
Chapter 11 filing.  The amount represents normal service cost.

Notwithstanding, Delphi is required to make a $2,200,000,000
pension contribution in 2007 and $600,000,000 in 2008, assuming no
changes to the pension plan design, no major restructuring
programs, no funding waivers and emergence from bankruptcy in
2007.

The 2007 and 2008 contribution estimates, according to Delphi,
assume that new legislation extending the current rate relief,
which expired on April 15, 2006, is enacted.

If the legislation is not passed, Delphi says its 2008 minimum
funding requirements could increase by up to $900,000,000.

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., http://bankrupt.com/newsstand/or  
215/945-7000)


DYNCORP INT'L: Posts $617,000 Net Loss in 2007 First Fiscal Qtr.
----------------------------------------------------------------
DynCorp International Inc. disclosed its financial results for the
first fiscal quarter ended June 30, 2006.

Shares of the Company's Class A common stock began trading on the
New York Stock Exchange on May 4, 2006, following its initial
public offering.  

The Company's capital structure has improved as a result of its
IPO.  The Company used net IPO proceeds of $352.5 million to
redeem its preferred stock and accumulated dividends outstanding,
pay a special Class B distribution, pre-pay a portion of its
subordinate notes, and pay various IPO transaction- related
expenses.

                       First Quarter Results

Revenues for the first quarter of fiscal 2007 were $537.7 million,
up 26.5% over revenues of $425.1 million in the first quarter of
fiscal 2006.  The International Technical Services segment, led by
higher volumes from its Civilian Police program and its
International Narcotics and Law Enforcement Air-Wing program,
drove most of this increase.

International Technical Services revenue represented 66% of
first-quarter revenues in fiscal 2007, and grew 38.9 % to
$355.0 million from $255.6 million in the first quarter of fiscal
2006.  Revenues from the Field Technical Services segment grew
7.8% to $182.7 million from $169.5 million in the first quarter of
fiscal 2006, and represented 34% of first quarter revenues in
fiscal 2007.

Operating income for the first quarter of fiscal 2007 was
$28.8 million, up 73.5% over operating income of $16.6 million in
the first quarter of fiscal 2006.  Operating margin was 5.4%, as
compared to operating margin of 3.9% in the first quarter of
fiscal 2006.

The increase in operating margin reflects performance on services
provided under the Civilian Police program and the Air Wing
program.  In addition, fiscal 2007 operating margin benefited from
an improved contract mix resulting from a larger proportion of
higher-margin fixed-price and time-and-materials contracts as
opposed to lower-margin cost-reimbursement contracts.

Net loss for the first quarter of fiscal 2007 was $617,000
compared with a net loss of $1.974 million for the first quarter
of fiscal 2006.  Included in the fiscal 2007 net loss were special
items related to the Company's IPO that resulted in additional
expense or, as a result of the IPO, are not expected to continue.

At June 30, 2006, the Company's balance sheet showed $1.260
billion in total assets, $910.771 million in total liabilities,
and $349.674 million in total stockholders' equity.

Adjusted EBITDA improved to $42.3 million, or 7.9% of revenues, in
the first quarter of fiscal 2007, compared with adjusted EBITDA of
$29.4 million, or 6.9% of revenues, in the first quarter of fiscal
2006.

At June 30, 2006, cash and cash equivalents totaled $16.2 million,
down from $20.6 million at March 31, 2006.  During the first
quarter of fiscal 2007, the Company had operating cash flow of
$2.9 million, which was offset by capital expenditures and cash
used for financing activities in connection with the Company's
IPO.  Operating cash flow of $2.9 million in the first quarter of
fiscal 2007 has declined from operating cash flow of $52.4 million
from the first quarter of fiscal 2006.  Operating cash flow for
the first quarter of fiscal 2006 reflected unusually high cash
collections.

Conversely, the first quarter of fiscal 2007 experienced
unfavorable timing of cash collections, which is expected to
reverse during subsequent quarters.  The Company's days sales
outstanding improved to 80.2 days versus 80.6 days from a year
ago.

In addition, the Company's operating cash flow for the first
quarter of fiscal 2007 was unfavorably affected by one-time cash
payments for interest related to the Company's preferred stock.
The Company had working capital of $254.1 million at June 30,
2006, compared with $251.3 million at March 31, 2006.  Total debt
stood at $632.7 million at June 30, 2006, a reduction of
$248.7 million from March 31, 2006, resulting from proceeds of the
IPO.

"We had a successful quarter with top-line growth in excess of
26%, margin improvement of over 100 basis points quarter on
quarter, and an improved capital structure as a result of the
IPO," Herbert J. Lanese, the Company's chief executive officer and
president said.

"But more significantly, we are achieving the kind of performance
that places us in an excellent position to achieve our fiscal 2007
objectives."

Backlog as of June 30, 2006, was $2.7 billion, including
$1 billion in funded backlog and $1.7 billion in unfunded backlog.
Estimated remaining contract value was $5.7 billion as of June 30,
2006.  Evidenced by steady backlog, the Company generated new
orders of approximately $528 million, which closely approximated
the revenue of $538 million.

Full-text copies of DynCorp International Inc.'s first
fiscal quarter financials are available for free at
http://ResearchArchives.com/t/s?fad

                  About DynCorp International Inc.

Headquartered in Irving, Texas, DynCorp International Inc. (NYSE:
DCP) -- http://www.dyn-intl.com/-- provides specialized  
mission-critical outsourced technical services to civilian and
military government agencies.  The Company specializes in law
enforcement training and support, security services, base
operations, aviation services and operations, and logistics
support.  The Company has more than 14,400 employees in 33
countries.  DynCorp International, LLC, is the operating company
of DynCorp International Inc.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3, 2005.
S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded DynCorp International LLC's $90
million senior secured revolver maturing Feb. 11, 2010, to Ba3
from B2; $345 million senior secured term loan B due Feb. 11,
2011, to Ba3 from B2; $320 million 9.5% senior subordinated notes
due Feb. 15, 2013, to B3 from Caa1; Corporate Family Rating, to B1
from B2; and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-3.  The ratings outlook is stable.


EMISPHERE TECH: Posts $3.7 Mil. Net Loss in Second Quarter of 2006
------------------------------------------------------------------
Emisphere Technologies, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 8, 2006.

The Company reported a $3,757,000 net loss on $5,220,000 of
revenues for the second quarter of 2006 compared with a $5,784,000
net loss on $1,961,000 of revenues for the three months ended June
30, 2005.

At June 30, 2006, the Company's balance sheet showed $42,762,000
in total assets, $40,828,000 in total liabilities, and $1,934,000
in total stockholders' equity, as compared with a $14,895,000
deficit at Dec. 31, 2005.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?fc2

                        Going Concern Doubt

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

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


ENRON CORP: Wants Court to Compel Rule 2004 Order Compliance
------------------------------------------------------------
Enron Energy Services Inc. and its debtor-affiliates entered into
contracts with thousands of counterparties, involving agreements
for the purchase or sale of various commodities, as well as for
the exchange of cash payments based on the movement of the price
of certain commodities.

According to Barry J. Dichter, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, many of the contracts have generated
accounts receivable, representing amounts owed for performance
rendered by the Debtors inuring to the benefit of the
counterparties.  

In a significant number of instances, where the amount owed to a
Debtor is less than $5,000,000, the counterparties have
effectively bet that the Debtors will not pursue the amounts in
issue and have avoided providing any substantive response to
Debtors' request for payments of amounts due, Mr. Dichter
relates.

Pursuant to Rule 2004 of the Federal Rules of Bankruptcy
Procedure, the Court, on May 15, 2006, entered an order directing
V & J Foods Inc. to produce documents concerning any agreement
entered into with EESI.  On May 18, EESI served V & J with the
Order and the subpoena that mandated it to produce the documents.

On May 19, 2006, the Court entered an order directing Fulton Zruc
Food Corp. and Premier Powder Coating Inc. to produce documents
concerning any agreement entered into with EESI.  On May 24, EESI
served Fulton and Premier with the Order and a subpoena that
mandated them to produce the documents.

In July 2006, the Counterparties were informed via telephone
messages and letters that they were in violation of the Court's
Rule 2004 Orders.

Mr. Dichter argues that the Counterparties' willful refusal to
comply with the Court's Orders should be sanctioned.

The Reorganized Debtors maintain that there will be prejudicial
harm to their estates if the noncompliance with the Rule 2004
Orders is allowed to continue.  

Mr. Dichter avers that the counterparties in similar future
actions will undoubtedly follow the Counterparties' precedent and
disregard the Court's Rule 2004 Orders in their cases.  It will
result not only in the delay of the turnover of assets for
distribution to creditors but would also increase the cost of the
turnover efforts and impair the Reorganized Debtors' ability to
obtain turnover of their estate assets, he avers.

Additionally, as time passes, more of the Reorganized Debtors'
employees will inevitably leave that could ultimately result in
an insufficient staff to address the claims of the estate,
Mr. Dichter asserts.

Moreover, according to Mr. Dichter, the delay caused by the
noncompliance with the Rule 2004 Orders will require the
retention of the employees addressing the estates' claims for
longer periods than planned, thereby increasing administrative
costs and decreasing amounts available for distribution to the
thousands of creditors.

Accordingly, the Reorganized Debtors ask the Court to:

   (1) compel the Counterparties to comply with the production of
       documents as specified in the Rule 2004 Orders and the
       subpoenas; and

   (2) impose civil contempt sanctions against each of the
       Counterparties, including:

        (a) reimbursement of 150% of the attorney's fees incurred
            by EESI in seeking a remedy for the Counterparties'
            noncompliance with the Rule 2004 Orders,

        (b) unless the Counterparty is in full compliance with
            the Rule 2004 Order by 9:00 a.m. on the fifth
            business day after entry of the contempt sanctions
            order, a daily penalty of:

              -- $750 per day for each day from the 5th business
                 day after entry of the Contempt Order through
                 the 7th day after entry of the Contempt Order;

              -- $1,500 per day for each day from the eight day
                 after entry of the Contempt Order through the
                 14th day after entry of the Contempt Order; and

              -- $2,500 per day from the 15th day after entry of
                 the Contempt Order and every succeeding day
                 afterwards.

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


ENRON CORP: Court Approves Allegheny, et al. Settlements
--------------------------------------------------------
Pursuant to Rule 9019(a) of the Federal Rules of Bankruptcy
Procedure, the U.S. Bankruptcy Court for the Southern District of
New York approve settlement agreements between:

    -- Enron Energy Services, Inc., and the County of Allegheny,
       Pennsylvania; and

    -- Enron North America Corp., on one hand, and Boonville
       Natural Gas Corporation and Indiana Utilities Corporation,
       on the other.

Before the Petition Date, the parties entered into various
transactions, pursuant to which certain amounts are owed to the
Debtors, relates Evan R. Fleck, Esq., at Cadwalader, Wickersham &
Taft LLP in New York.  

On December 22, 2005, EESI initiated Adversary Proceeding
No. 05-03631 against the County of Allegheny.

Following negotiations, the parties entered into the Settlement
Agreements.  The parties agree that:

   (1) the County of Allegheny, Boonville and Indiana Utilities
       will make settlement payments to the applicable
       Reorganized Debtors or Debtors;

   (2) they will mutually release each other from all claims
       related to the contracts;

   (3) each schedules liability will be deemed irrevocably
       withdrawn, with prejudice, and to the extent applicable
       expunged and disallowed in their entirety; and

   (4) the Adversary Proceeding will be dismissed with prejudice.


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


ENTERGY NEW: Parties Submit Briefs Related to Great Western Case
----------------------------------------------------------------
At the conclusion of the July 13, 2006 hearing, the United States
Bankruptcy Court for the Eastern District of Louisiana indicated
its intention to deny the Gordon and Lowenburg Plaintiffs' request
for class certification finding that, as a matter of law, the
Plaintiffs could not show that class certification is a superior
method of adjudicating the claims.

The Court, however, expressed concern that a possible denial of
class certification could create a due process concern, which
could be alleviated by considering Claim Nos. 326 and 328 as group
claims similar to the situation in the Great Western In re
Great Western Cities, Inc., 107 B.R. 116, N.D. Tex. 1989.

Judge Brown asked the parties to submit briefs in connection with
In re Great Western Cities' application to the Claims.

                        Parties' Briefs

(a) Council for the City of New Orleans

At the July 13 hearing, the Court raised the possibility that the
Gordon and Lowenburg Plaintiffs' claims would be treated as "group
claims" consistent with the Great Western ruling.

However, the Council for the City of New Orleans, Louisiana, notes
that the Great Western ruling includes requirements that a proof
of claim naming more than one claimant may be treated as a group
claim if three conditions are met.  The conditions are:

    -- the claim identifies the plaintiffs on whose behalf it
       was filed;

    -- the claim does not purport to allow any plaintiff or group
       of plaintiffs to act as the representative of any other
       person or unnamed persons; and

    -- the claim has each person clearly named as creditor.

The City Council believes that as applied to the instant
proceedings before it, the Great Western ruling provides that the
two or more proofs of claim now on file by the Plaintiffs may
state claims only on behalf of the persons specifically named and
identified.

(b) Gordon and Lowenburg Plaintiffs

Bob F. Wright, Esq., at Domengeaux, Wright, Roy & Edwards, in
Lafayette, Louisiana, notes that in the Great Western case,
several law firms represented 2,500 plaintiffs against several
defendants in various lawsuits.  The defendants filed for
bankruptcy, while the plaintiffs' attorneys filed nine claims
against Entergy New Orleans Inc. and its debtor-affiliates.  
Attached to each proof of claim was a copy of the complaint filed
in the relevant litigation and a list of all plaintiffs in the
case.  The plaintiffs also moved to lift the stay to allow them to
proceed with their lawsuits against the debtors, but the
bankruptcy court denied the plaintiffs' request.  The district
court eventually found that the bankruptcy court erred in
classifying the plaintiffs' claims as class proofs of claim
because the plaintiffs had not sought class treatment of their
claims.

The Gordon and Lowenburg Plaintiffs argue that, unlike the
situation in the Great Western case, their proofs of claim did not
contain either the names or addresses of the 180,000 plaintiffs in
each putative class.  The claims contained only the names of the
named plaintiffs whom the Gordon and Lowenburg Plaintiffs' counsel
represent.

The Plaintiffs' counsel, Roedel, Parsons, Koch, Blache, Balhoff &
McCollister has never purported to directly represent the 180,000
plaintiffs in the putative class and do not have signed contracts
with any of the plaintiffs except the five named Gordon
Plaintiffs and the eight named Lowenburg Plaintiffs, Mr. Wright
maintains.

In short, according to Mr. Wright, the Gordon and Lowenburg cases
are not mass joinder cases like the Great Western case, which does
not provide an answer to the dispute.

Accordingly, the Gordon and Lowenburg Plaintiffs ask the Court to:

   (1) reconsider its intention to grant the motions for summary
       judgment and to treat their claims as group claims;

   (2) in the alternative, if Claims Nos. 326 and 328 will be
       treated as group claims, consider the Claims as group
       claims only on behalf of the named Plaintiffs who have
       engaged Roedel Parsons as their counsel; and

   (3) if it issues an order denying class certification, rule
       that all other members of the putative classes are deemed
       not to be affected by any discharge that Entergy New
       Orleans, Inc., may receive in its Chapter 11 case.

(c) ENOI

Nan Roberts Eitel, Esq., at Jones, Walker, Waechter, Poitevent,
Carrere & Denegre, LLP, in Washington, D.C., points out that the
Great Western case did not involve the filing of claims by
representative plaintiffs on behalf of a putative class, rather, a
large number of individual plaintiffs were individually
represented by several law firms in the filed proofs of claim.

The district court concluded that the plaintiffs' group claim was
a permissive joinder in accordance with Rule 20(a) of the Federal
Rule of Civil Procedure.  The Great Western ruling indicated that
a bankruptcy court can adjudicate group claims as if the claimants
were permissively joined under Rule 20(a).

ENOI maintains that the Gordon and Lowenburg Plaintiffs' claim is
now a small group claim after the Court's stated intention of
denying their motion for class certification.  Because the
Plaintiffs filed their proofs of claim individually for each of
the named plaintiffs and on behalf of the putative class, the
individual claims of the named plaintiffs persist, and the denial
of certification does not dismiss the individual claims on their
merits.

Accordingly, ENOI asks the Court to:

   (1) treat the proofs of claim already filed as individual
       claims for the individually named Gordon and Lowenburg
       Plaintiffs and treat the claims as permissively joined
       under Rule 20(a); and

   (2) not to re-open the bar date so the Plaintiffs or their
       lawyers will not be permitted to solicit ratepayers to
       join in the proofs of claim filed for the individual
       claimants.

                     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.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW: Court Bars Capital One's Set-Off Funds Objections
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
overrules Capital One, National Association's objection to the
Entergy New Orleans Inc. and its debtor-affiliates' request, and
rules that the frozen funds will be set off against unpaid amounts
due on or with respect to the Promissory Note, Security Agreement
and the Amended Loan Agreement Claim to be applied in this order:

   (a) first to fees that Capital One incurred as of the Petition
       Date for $5,216,

   (b) then to interest that accrued as of the Petition Date, and

   (c) then to principal amount of the Promissory Note.

The allowance of interest, attorneys' fees and other amounts
recoverable under the Promissory Note, the Security Agreement and
the Amended Loan Agreement for the period after the Petition Date
is reserved for later determination by the Court.

Nothing in the Court's order adjudicates the rights of any party
in Adversary Proceeding No. 06-1153.

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.,
http://bankrupt.com/newsstand/or 215/945-7000)


FALCONBRIDGE LTD: To Invest $130 Million in Perseverance Mine
-------------------------------------------------------------
Falconbridge expects to invest approximately $130 million
(CDN$145 million) in the development of the Perseverance zinc
mine, made possible in part by stronger zinc markets and the
continued collaboration and support of the Quebec Government.  
The Quebec Premier Jean Charest and Minister of Natural
Resources and Wildlife, Pierre Corbeil, were in attendance at
the press conference in Matagami.

Construction will last about two years, with the mine's life
expectancy estimated at roughly five years.  The mine will
employ approximately 250 people during the construction's peak
period and about 225 thereafter.

Jean Desrosiers, Vice-President, Falconbridge Zinc Group,
underscored the positive economic news for the people of
Matagami.  "While the size of the Perseverance deposit will
allow only a relatively short operating life, the investment
will nevertheless give the community a seven to eight-year
period to pursue greater economic diversification."

The zinc produced at the Perseverance mine will be processed at
Falconbridge's former Lac Matagami mine facilities where, in
anticipation of the Perseverance project start-up, the Company
retained the administrative offices and concentrator after the
Bell-Allard mine's closure in 2004.  The annual production of
228,000 tons of zinc concentrate will be shipped and processed
at the CEZinc Refinery in Valleyfield, Quebec, the second
largest refinery in North America, employing 700 people.

Falconbridge remains firmly rooted in Abitibi and Northern
Quebec, with exploration camps in Rouyn-Noranda and Matagami, as
well as in the Nunavik where, alone or with partners, it has
invested more than CDN$20 million in exploration annually in
recent years.  Falconbridge operates a smelter in Rouyn-Noranda,
employing 560, and a nickel mine in the Nunavik, employing 500
and using the services of 250 subcontractors.

Perseverance has measured and indicated resources of 5.1 million
tons grading 15.8% zinc, 1.24% copper, 29 grams of silver per
ton and 0.38 gram of gold per ton.  The Falconbridge exploration
team won the 2001 Bill Dennis Prospector of the Year Award from
the Prospectors and Developers Association of Canada for its
discovery of this deposit.

                     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.


FEDERAL-MOGUL: Allows Wilfred Morin to Proceed with Injury Suit
---------------------------------------------------------------
In January 2002, Wilfred J. Morin, Jr., commenced a personal
injury action in the Windsor Superior Court, Windsor County, in
Vermont, against among others, Federal-Mogul Corporation.  Mr.
Morin sustained injuries due to defective forklift brakes
manufactured by a successor-in-interest to Federal-Mogul.

Mr. Morin sustained the injuries prior to Federal-Mogul filing for
bankruptcy.

The Debtors assert that there is insurance coverage available
with respect to Mr. Morin's claim, which claim is unrelated to
asbestos.

The Debtors and Mr. Morin stipulate that the stay will be lifted
to allow Mr. Morin to proceed with the Vermont Action for the
limited purpose of obtaining a decision from the State Court and
accordingly get hold of any applicable insurance coverage.  

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 110; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FINOVA GROUP: Balance Sheet Upside-Down by $607 Million at June 30
------------------------------------------------------------------
The Finova Group, Inc., delivered its financial results for the
quarter ended June 30, 2006, to the Securities and Exchange
Commission on August 2, 2006.

For the three months ended June 30, 2006, the Company incurred a
$9,593,000 net loss on $12,893,000 of revenues, compare to a
$11,510,000 net loss on $25,330,000 of revenue for the same period
in 2005.  In general, the slight increase in net income was
primarily attributable to a lower level of operating expenses,
partially offset by a lower level of asset realization in excess
of recorded carrying amounts during the second quarter of 2006 as
compared to the same period in 2005.

At June 30, the Company had total stockholders' deficit of
$607,534,000, compared to a $611,731,000 stockholders' deficit at
Dec. 31, 2005.

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

During 2006, Finova continued to make significant progress in the
orderly collection and liquidation of its portfolio.  The Company
reduced the size of the portfolio since year-end 2005 by
approximately 45%, resulting in total financial assets before
reserves of just under $194 million at June 30, 2006.

As of June 30, 2006, the Company has repaid 49% of the face amount
of its Senior Notes and owes approximately $1.5 billion of
principal to the Senior Note holders, while only $434 million of
assets remained, including cash reserves and restricted cash.   
Although FINOVA will not be able to repay the full amount due
under the Senior Notes, the Company will continue to seek to
maximize the value of its remaining assets for the benefit of the
Note holders.

                              Outlook

The Company has successfully liquidated over 97% of its portfolio,
which was approximately $7.6 billion when it emerged from
bankruptcy in August 2001.  At June 30, 2006, the carrying value
of FINOVA's portfolio had declined to less than $200 million of
financial assets, and it is becoming increasingly more difficult
to offset the incremental costs of collecting those assets in an
orderly fashion.

During the first quarter of 2006, to maximize the value of its
assets, the Company began altering it course of action by offering
its remaining portfolios for bulk sale.  The first step in this
process focused on the non-aviation assets (other than the loan to
The Thaxton Group), which were substantially liquidated during the
second quarter of 2006.

The remaining portfolio as of June 30, 2006 is primarily comprised
of aviation assets and the loan to The Thaxton Group.  Throughout
the second quarter of 2006, the Company continued to market its
transportation portfolio by individual asset and has seen a high
level of interest and activity.

As of August 2005, the Company had 30 aircraft with a total
carrying value of approximately $57.4 million under letters of
intent to sell.

                           Going Concern

As reported in the Troubled Company Reporter on May 16, 2006,
Ernst & Young LLP expressed substantial doubt about The Finova
Group Inc.'s ability to continue as a going concern after auditing
the Company's financial statements for the year ended Dec. 31,
2005.  The auditing firm pointed to the Company's negative net
worth as of Dec. 31, 2005 as well as its limited sources of
liquidity to satisfy its obligations.

                            About Finova

Headquartered in Scottsdale, Arizona, The Finova Group, Inc.,
provides commercial financing to small and mid-sized businesses;
other services include factoring, accounts receivable management,
and equipment leasing.  The firm has three segments: Commercial
Finance, Specialty Finance, and Capital Markets.  FINOVA targets
such markets as transportation, wholesaling, communication, health
care, and manufacturing. Loan write-offs had put the firm on
shaky ground.  The Company and its debtor-affiliates and
subsidiaries filed for Chapter 11 protection on March 7, 2001
(U.S. Bankr. Del. 01-00697).  Pachulski, Stang, Ziehl, Young &
Jones P.C. and Wachtell, Lipton, Rosen & Katz represent the
Official Committee of Unsecured Creditors.  Daniel J.
DeFranceschi, Esq., at Richards, Layton & Finger, P.A., represents
the Debtors.  FINOVA has since emerged from Chapter 11 bankruptcy.
Financial giants Berkshire Hathaway and Leucadia National
Corporation (together doing business as Berkadia) own FINOVA
through the almost $6 billion lent to the commercial finance
company.  Finova is winding up its affairs.


FUNCTIONAL RESTORATION: Must Pay Siemens $1.97 Mil. by Month-End
----------------------------------------------------------------
The Honorable Geraldine Mund of the U.S. Bankruptcy Court for the
Central District of California ordered Functional Restoration
Medical Center, Inc., to pay Siemens Financial Services, Inc.,
$1,976,092 on or before Aug. 30, 2006, from the proceeds of the
sale on certain equipment covered by various leases between the
Debtor and Siemens.

Upon payment, Siemens will release its lien on the equipment and
waive any claims against the estate.  If the amount is not paid by
Aug. 30, 2006, the automatic stay will be modified to allow
Siemens to exercise any and all of the its rights under the leases
and applicable laws to recover its equipment.   

Headquartered in Encino, California, Functional Restoration
Medical Center, Inc., is the second largest owner and operator of
MRI centers in Southern California.  The Debtor filed for chapter
11 protection on Mar. 9, 2006 (Bankr. C.D. Calif. Case No. 06-
10306).  Daniel A. Lev, Esq., at SulmeyerKupetz, represents the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, its estimated assets and debts
between $10 million and $50 million.


FUTURE MEDIA: Squar Milner Hired as Committee's Accountants
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allowed the Official Committee of Unsecured Creditors appointed in
Future Media Productions, Inc.'s chapter 11 case to employ Squar,
Milner, Miranda & Williamson LLP, as its forensic accountants.

Squar Milner will:

   a) review the Debtor's books and records to assist the
      Committee in determining whether the estate has, or may have
      claims against officers, directors and shareholders
      including, without limitation, claims based upon alter ego,
      deepening insolvency and breach of fiduciary duty liability;

   b) review the Debtor's books and records to determine if the
      estate holds claims against third parties for the recovery
      of assets or transfers including, without limitation,
      transfers recoverable based upon fraudulent or preferential
      transfer theory of liability; and

   c) perform any and all other accounting and forensic accounting
      services as requested by the Committee.

Stephen P. Milner, a Squar Milner managing partner, discloses that
the firm's billing rates range from $70 to $474 per hour.

Mr. Milner assures the Court assures the Court that his firm does
not represent any interest adverse to the Debtor or its estate and
is a "disinterested person" as that term is defined in Section
101(14) of the Bankruptcy Code.

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


FUTURE MEDIA: Gets Court Nod to Hire Good Swartz as Accountants
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
gave Future Media Productions, Inc., permission to employ Good
Swartz Brown & Berns LLP, as its accountants.

Good Swartz will:

   a) prepare the Debtor's federal, California and Colorado S.
      Corporation income tax returns for the period ended Aug. 8,
      2005; and

   b) assist and represent the Debtor in conjunction with the
      Internal Revenue Service's examination of the Debtor's books
      and records for the year ended Dec. 31, 2002.

The Debtor agreed to pay Good Swartz a flat fee of $15,000,
payable in advance for the foregoing accounting services.

Steven J. Banks, a Good Swartz partner, assures the Court that his
firm does not represent any interest adverse to the Debtor or its
estate and is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


GEMINI AIR: Emerges from Chapter 11 Protection in Florida
---------------------------------------------------------
Gemini Air Cargo, Inc., emerged from Chapter 11 after having its
Plan of Reorganization confirmed by the U.S. Bankruptcy Court for
the Southern District of Florida on July 20, 2006.  Under the
terms of the restructuring, Gemini's largest pre-petition lender,
Bayside Capital, agreed to exchange its secured loans for a
combination of new indebtedness and majority ownership of the
reorganized company.  The exchange greatly strengthens Gemini's
balance sheet and positions the Company for strong growth.  
Bayside has also agreed to provide the Company with an emergence
credit facility to ensure Gemini has significant liquidity to
achieve its growth plan going forward.

"We are very pleased to have emerged from Chapter 11 in only four
months," Sam Woodward, Chairman, President and Chief Executive
Officer of Gemini, commented.  "Through the bankruptcy process,
Gemini was able to eliminate approximately $50 million of debt and
realign its balance sheet, greatly improving the Company's
competitive position.  The entire team is energized and looking
forward to continuing our growth.  Gemini is excited to have a
strong financial partner in Bayside.  Their support, combined with
the Company's operational excellence, strong management, and great
brand and reputation, enhance our ability to offer a high level of
service to our customers."

"We look forward to supporting Gemini and its management team to
grow the business together," John Bolduc, Managing Director of
Bayside Capital, commented.  "We are confident that this support
will further enhance the Company's industry leadership."

                      About Bayside Capital

Bayside Capital is a private investment firm, which actively
invests in the debt and equity of middle market companies that can
benefit from operational enhancements, improved access to capital,
or balance sheet realignments.

                     About Gemini Air Cargo

Headquartered in Dulles, Virginia, Gemini Air Cargo, Inc. --
http://www.gac-cargo.com/-- is an air cargo carrier that provides  
airport-to-airport service to the airfreight community and airline
customers, primarily under renewable long-term contracts.  Gemini
supplies its customers with aircraft, crew, maintenance and
insurance on a fee-per-block-hour basis.  The Company and its
debtor-affiliate filed for chapter 11 protection on March 15, 2006
(Bankr. S.D. Florida Case Nos. 06-10870 and 06-10872).  Kourtney
P. Lyda, Esq., at Haynes and Boone, LLP, represents the Debtor.


GENEVA STEEL: Plan Confirmation Hearing Continued to Oct. 24 & 25
-----------------------------------------------------------------
The Honorable Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah, Central Division, will consider confirmation of
the Geneva Steel LLC's plan continued from Aug. 17 and 18, 2006,
to Oct. 24 and 25, 2006, 9:00 a.m., at Room 369, Third Floor of
the Frank E. Moss United States Courthouse, 350 South Main Street
in Salt Lake City, Utah.

                          Plan Overview

As reported in the Troubled Company Reporter on July 11, 2006, the
Plan calls for the assignment of all of the Debtor's assets,
including claims and causes of action, to Liquidating Trusts.  The
Liquidating Trusts will make all the distributions required under
the Plan.  Chapter 11 Trustee James T. Markus reports that
substantially all of the Debtor's assets have been reduced to
cash.

Administrative claims and secured claims will be paid in full.

Holders of General Unsecured Claims are expected to receive
approximately 15% of the allowed amount of their claims.
Additional funds may be paid to general unsecured creditors as a
result of recoveries from avoidance actions and other litigation
initiated by the Trustee.  The Trustee anticipates that as a
result of litigation recoveries, allowed unsecured claim holders
may recover, over time, an aggregate of 15% to 40% of their
claims.  Unsecured creditors making convenience class elections
will get a one-time distribution equal to 25% of their clams, up
to $1,250.

A copy of the Debtor's Disclosure Statement is available for a fee
at http://www.researcharchives.com/bin/download?id=060710210312

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceeding.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  Dianna M. Gibson, Esq., and J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represent the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $262 million in total
assets and $192 million in total debts.


GEORGIA GULF: Fitch Rates Proposed $1.05 Billion Facility at BB+
----------------------------------------------------------------
Fitch Ratings assigned a 'BB+' rating to Georgia Gulf
Corporation's proposed $1.05 billion senior secured credit
facility.  The issuer default rating and the senior unsecured
notes rating would be 'BB-' upon the closing of Georgia Gulf's
acquisition of Royal Group Technologies and the Rating Outlook
would be Negative.  

Georgia Gulf's current credit ratings remain on Rating Watch
Negative.

An IDR of 'BB-' incorporates:

   * the benefit of greater integration in the vinyls chain;

   * the potential for greater earnings and cash flow with less
     volatility; and

   * some success in realizing cost synergies.

However, the rating is tempered by concerns regarding high
leverage, particularly as the PVC resin market is expected to
loosen and residential construction activity may be slowing.

Moreover, target integration risk may be higher due to ongoing
legal and regulatory investigations at Royal Group, and Georgia
Gulf's lack of direct experience integrating a sizeable downstream
target.

The proposed senior secured credit facility rating of 'BB+', two
notches higher than the proposed IDR of 'BB-', reflects the
superior collateral position of the term loan and revolver based
on preliminary terms and conditions.  The rating also considers
the high likelihood of principal recovery in a liquidation
scenario.  The rating could change if the final terms of the new
credit agreement differ materially from the preliminary terms and
conditions considered for the rating.

Based in Atlanta, Georgia Gulf is a commodity chemicals producer.
Its' product portfolio includes VCM, PVC resin, vinyl compounds,
cumene, acetone, and phenol.  Georgia Gulf earned approximately
$274 million of EBITDA on sales of $2.2 billion for the LTM period
ended June 30, 2006.


HIGHWOODS PROPERTIES: S&P Affirms $197MM Pref. Stock's BB+ Rating
-----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BBB-' corporate
credit ratings on Highwoods Properties Inc. and its operating
subsidiary, Highwoods Realty L.P., and revised the rating outlook
to stable from negative.

Concurrently, the ratings on roughly $460 million of senior
unsecured notes and $197 million of preferred stock were affirmed
at 'BBB-' and 'BB+', respectively.

"The outlook revision reflects improved liquidity resulting from
the REIT's successful extension and expansion of its unsecured
credit facility as well as strengthening financial controls, as
evidenced by the filings of audited fiscal year-end 2005 financial
statements and first-quarter 2006 interim results," explained
Standard & Poor's credit analyst James Fielding.

"We do acknowledge continued material weaknesses in some financial
controls and an ongoing SEC investigation, but we believe that
management is taking appropriate actions to address these issues
and that their respective resolutions are unlikely to have a
materially negative impact on Highwood's credit profile."

The ratings further reflect improving portfolio quality and
leasing momentum, which partially offset a concentration in low-
barrier-to-entry Southeastern real estate markets and below-
average coverage measures.

Higher occupancy levels and modestly positive leasing spreads
support the stable outlook.  Ongoing disposition activity and a
more aggressive development pipeline, however, will be dilutive in
the near-term and restrain Highwoods' coverage measures at the
lower end of the investment-grade range, thus precluding an
upgrade in the foreseeable future.  

The ratings would be negatively affected should development
activity materially exceed expectations and weaken coverage
measures further.


HUMATECH INC: Operating Losses Spur Epstein's Going Concern Doubt
-----------------------------------------------------------------
Epstein Weber & Conover P.L.C. has expressed substantial doubt
about Humatech Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the year ended
April 30, 2006.  Epstein Weber pointed to the Company's continued
operating losses and working capital deficit of $1,248,000 at
April 30, 2006.

According to the auditing firm, the Company has not yet generated
significant revenue needed to achieve management's plans and
support its operations and that there is no assurance that the
Company will be able to generate such volume or raise financing
sufficient to cover cash flow deficiencies.

Humatech Inc.'s balance sheet at April 30, 2006 showed total
stockholders' deficit of $1,458,923 resulting from total assets of
$354,966 and total liabilities of $1,813,889.

The Company's balance sheet also showed strained liquidity with
$183,212 in total current assets and $1,431,619 in total current
liabilities.
       
For the year ended April 30, 2006, the Company incurred net loss
of $700,985 from net revenues of $1,573,716.

Full-text copies of the Company's financial statements for the
year ended April 30, 2006 are available for free at:

               http://researcharchives.com/t/s?fc8

Based in Mesa, Arizona, Humatech Inc. -- http://www.humatech.com/
-- manufactures all natural nutrient solutions for plants and
animals, produced from a proprietary process described as "Iso-
Molecular" technology.  The company markets Promax(R) to the
animal feed industry in several countries, and also has an
agricultural product line, which it markets in the USA and Europe,
as well as its newly developed Organic Advantage(R) retail product
line, which consists of 12 organic based liquid products ranging
in size from a 4 oz. Planting Solution, to a 2 1/2 gallon Lawn
Food.


IBROADBAND INC: June 30 Balance Sheet Upside-Down by $4.1 Million
-----------------------------------------------------------------
At June 30, 2006, iBroadBand Inc.'s balance sheet showed total
stockholders' deficit of $4,151,739 resulting from total assets of
$121,104 and total liabilities of $4,272,843.

The Company's balance sheet also showed strained liquidity with
$91,867 in total current assets and $4,272,843 in total current
liabilities.  

For the nine months ended June 30, 2006, the Company incurred
net loss of $688,664 from total revenues of $474,116.

Full-text copies of the Company's financial statements for the
nine months ended June 30, 2006 are available for free at:

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

Headquartered in Farmers Branch, Texas, iBroadband Inc.
conducts its business operations exclusively through its
subsidiary, iBroadband of Texas Inc.  IBT provides broadband,
fixed wireless Internet connectivity in the Dallas/Fort Worth
metroplex and Austin, Texas, servicing roughly 250 small and
medium enterprise customers in those markets.


IELEMENT CORP: Restates 2006 & 2005 Financial Statements
--------------------------------------------------------
iElement Corporation filed amended financial statements for the
fiscal years ended March 31, 2006, and 2005, the interim quarters
ended June 30, 2005, Sept. 30, 2005, and Dec. 30, 2005, with the
Securities and Exchange Commission.

The amendment relates to the recapitalization of the Company by
Integrated Communications Consultants Corporation on March 1,
2003.  In a recapitalization, fair value adjustments and goodwill
are not recognized.  The restatement corrects the reporting of
this transaction by removing those adjustments relating to fair
value and goodwill.

The restatement also reclassified the presentation of certain
expenses in Cost of Sales in the Statement of Operations, which
are now presented as Operating Expenses.  In addition, Bad Debt
Expense and Accounts Receivable are now presented separately in
the Statement of Cash Flows.

                 Amended 2006 Financial Statements

The Company reported a restated net loss of 1,426,084 on
$4,550,092 of service revenue for the year ended March 31, 2006,
compared to a $295,041 net loss on $5,954,772 of service revenue
for the same period in 2005.

At March 31, 2006, the Company's balance sheet showed $2,049,815
in total assets and $3,067,219 in total liabilities, resulting in
a $1,017,404 stockholders' deficit.

Full-text copy of the Company's restated second quarter financials
are available for free at http://researcharchives.com/t/s?fbe

                 Amended 2005 Financial Statements

The company's Statement of Operations showed:

                               For the period ended
                  ----------------------------------------------
                      Year      Quarter     Quarter      Quarter
                    03/31/05    06/30/05    09/30/05     12/31/05
                  ----------  ----------   ---------  -----------
Revenue           $1,228,411  $1,215,479  $1,151,749     $823,289

Net (Loss)        ($417,085)  ($146,381)  ($389,643) ($2,391,930)

The company's Balance Sheet showed:

                                  For the period ended
                     ----------------------------------------------
                        Year       Quarter     Quarter      Quarter
                      03/31/05     06/30/05    09/30/05     12/31/05
                    ----------   ----------   ----------   ----------
Current Assets        $862,745     $609,006     $677,601   $1,680,935

Total Assets        $1,810,789   $1,498,498   $1,504,351   $2,471,189

Current
Liabilities         $3,575,980   $3,300,436   $3,527,000   $5,135,796

Total
Liabilities         $3,869,168   $3,562,211   $3,884,513   $5,451,724

Total
Stockholders'
Equity (Deficit)  ($2,058,379) ($3,404,490) ($2,380,162) ($2,980,535)

Full-text copies of the company's financial statements are
available for free at:

   Year Ended March 31, 2005   http://researcharchives.com/t/s?fba

   First quarter ended
   June 30, 2005               http://researcharchives.com/t/s?fbb  

   Second quarter ended
   Sept. 30, 2005              http://researcharchives.com/t/s?fbc  

   Third quarter ended
   Dec. 31, 2005               http://researcharchives.com/t/s?fbd

                        Going Concern Doubt

Bagell, Josephs Levine & Company, L.L.C., in Gibbsboro, New
Jersey, raised substantial doubt about IElement Corporation, fka
Mailkey Corporation's ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended March 31, 2006.  The auditor pointed to the Company's
operating losses and capital deficits.

                    About iElement Corporation

iElement Corporation fka Mailkey Corporation (OTCBB: IELM)  --
http://www.ielement.com/-- provides telecommunications services   
to small and medium sized businesses.  IElement provides broadband
data, voice and wireless services by offering integrated T-1 lines
as well as a Layer 2 Private Network and VOIP solutions.  IElement
has a network presence in 18 major markets in the United States,
including facilities in Los Angeles, Dallas, and Chicago.


INTEGRATED DISABILITY: Files First Amended Disclosure Statement
---------------------------------------------------------------
Integrated DisAbility Resources Inc. filed with the United States
Bankruptcy Court for the Northern District of Texas its amended
disclosure statement explaining its amended chapter 11 liquidating
plan of reorganization.

Under the Amended Plan, the Debtor anticipates paying creditors
from the $2,324,930 cash it holds as of Apr. 30, 2006, which
include proceeds from the Apr. 10 sale of substantially all of its
assets to Reliance Standard Life Insurance Company for $750,000.

                       Treatment of Claims

The Debtor proposes to satisfy the secured claims of Reliance
Standard and Citicorp Vendor Finance Inc. upon surrender of
their collaterals on the initial date of distribution to
creditors.

Holders of general unsecured claims less than or equal to $5,000
will receive 25% of their allowed claims in cash on the initial
distribution date, while holders of general unsecured claims
greater than $5,000 may elect to have their claims valued at
$5,000 to be treated as Class 3 Convenience Claims.

Holders of general unsecured claims greater than $5,000 are also
entitled to a pro rata share of the remaining net reorganized
assets up to the allowed amount of their claims.

Jensen Family Organization agreed to the subordination of its
$13,625,639 allowed claim to a general unsecured claim.  The
Debtor does not anticipate that JFO will receive any distribution
under the Plan.

Holders of interests in the Debtor will have their stock or other
securities canceled and will receive nothing under the Plan.

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

http://www.researcharchives.com/bin/download?id=060815234022

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.


J.P. MORGAN: Fitch Affirms Six Certificate Classes' Low-B Ratings
-----------------------------------------------------------------
Fitch Ratings affirmed J.P. Morgan Chase Commercial Mortgage
Securities Corp., commercial mortgage pass-through certificates,
series 2004-PNC1:

  -- $22.2 million class A-1 at 'AAA'
  -- $128.3 million class A-2 at 'AAA'
  -- $98 class A-3 at 'AAA'
  -- $426.2 million class A-4 at 'AAA'
  -- $241 million class A-1A at 'AAA'
  -- Interest-only class X at 'AAA'
  -- $28.8 million class B at 'AA'
  -- $13.7 million class C at 'AA-'
  -- $17.8 million class D at 'A'
  -- $11 million class E at 'A-'
  -- $16.5 million class F at 'BBB+'
  -- $11 million class G at 'BBB'
  -- $21 million class H at 'BBB-'
  -- $2.7 million class J at 'BB+'
  -- $6.9 million class K at 'BB'
  -- $4.1 million class L at 'BB-'
  -- $5.5 million class M at 'B+'
  -- $2.7 million class N at 'B'
  -- $2.7 million class P at 'B-'

Fitch did not rate the $15.1 million class NR certificates.

The rating affirmations reflect the minimal reduction of the pool
collateral balance since issuance.  As of the July 2006
distribution date, the pool has paid down 2.04% to $1.07 billion
from $1.10 billion at issuance.  There are no delinquent or
specially serviced loans.

The largest loan in the pool, Centro Retail Portfolio (12.5%), has
investment grade credit assessment.  The loan is secured by seven
anchored retail properties, 14.9% located in Southern California
and 7.5% in Northern California.  Occupancy as of year-end 2005
remains relatively stable at 94.6%.


KAISER ALUMINUM: Nine Directors Acquire Shares of KAC Common Stock
------------------------------------------------------------------
In regulatory filings with the U.S. Securities and Exchange
Commission, nine directors disclosed that they acquired shares of
Kaiser Aluminum Corporation common stock, at par value of $0.01
per share, on August 1, 2006:

                           No. of Shares       No. of Shares
                           of Restricted    Received in Lieu of
Name                          Stock         Annual Cash Retainer
----                       -------------    ---------------------
George Becker                  693                  346
Carl Bennett Frankel           693                  520
Teresa A. Hopp                 693                  231
William F. Murdy               693                  404
Alfred E. Osborne, Jr.         693                    -
Georganne Proctor              693                  693
Jack Quinn                     693                  693
Thomas Melton Van Leeuwen      693                  693
Brett Wilcox                   693                  693

The Directors were granted restricted stock pursuant to Kaiser's
2006 Equity and Performance Incentive Plan.  All restrictions will
lapse on August 1, 2007.

Pursuant to the Incentive Plan, the Directors also acquired KAC
common stock, with an average closing price of $43.26 per share,
in lieu of all or a portion of their annual cash retainers for
serving as board members, lead independent directors or chairs of
a board committee.

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. 103;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


LAMAR ADVERTISING: Aims to Raise $200 Mil. Via Private Placement
----------------------------------------------------------------
Lamar Advertising Company is seeking to raise approximately
$200 million through an institutional private placement of senior
subordinated notes due 2015 by its wholly owned subsidiary Lamar
Media Corp.

Lamar Media intends to use the net proceeds of this offering to
repay a portion of its bank credit facility. Subject to market
conditions, the closing of the offering is expected on or about
August 18, 2006.

                    About Lamar Advertising

Headquartered in Baton Rouge, California, Lamar Advertising
Company,(Nasdaq: LAMR) -- http://www.lamar.com-- provides outdoor  
advertising services in the United States and Canada.  
It offers outdoor advertising displays.  The company serves
restaurants, retailers, automotive, real estate, hotels and
motels, health care, service, gaming, financial, and amusement
industries.

                        *     *     *

Lamar Advertising's 2-7/8% Convertible Notes dues 2010 carry
Moody's Investors Service B2 rating and Standard & Poor B
Rating.


LIVE NATION: Rising Financial Risk Prompts S&P's Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'B+' corporate
credit and bank loan ratings and '3' recovery rating on Live
Nation Inc. on CreditWatch with negative implications.

"The action is based on our concerns about rising financial risk
resulting from a continuing series of acquisitions," said Standard
& Poor's credit analyst Heather M. Goodchild.

"We are now less confident that debt to EBITDA will decline in
line with our previous expectations."

Beverly Hills, California-based Live Nation, successor to SFX
Entertainment Inc., is an entertainment producer and promoter.

Standard & Poor's will reevaluate the company's business and
financial strategies, operating outlook, and future acquisition
strategies, in resolving the CreditWatch listing.


LORBER INDUSTRIES: Court Approves Disclosure Statement
------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District Of California in Los Angeles approved the
Amended Disclosure Statement explaining  Lorber Industries of
California's Amended Plan of Reorganization.

The Court determined that the Disclosure Statement contains
adequate information -- the right amount of the right kind -- for
creditors to make informed decisions when the Debtor asks them to
vote to accept the Plan.

The Bankruptcy Code provides that a disclosure statement
containing adequate information must contain "information of a
kind, and in sufficient detail, as far as is reasonably
practicable in light of the nature and history of the debtor and
condition of the debtor's books and records, that would enable a
hypothetical reasonable investor typical of holders of claims or
interests of the relevant class to make an informed judgment about
the plan."

                           Plan Funding

As reported in the Troubled Company Reporter on July 18, 2006, the
Plan, which undertakes the liquidation of the Company, will be
funded by:

   -- cash on hand as of the Effective Date,

   -- the proceeds of the ongoing liquidation of the Debtor's
      assets, and

   -- any proceeds received on account of the prosecution of the
      Recovery Rights.

Recovery Rights against third parties are preserved under the Plan
for the benefit of the Liquidating Trust and its beneficiaries.

                       Treatment of Claims

Allowed Administrative Claims totaling approximately $650,000 will
be paid in full by the Administrative Reserve, and if not
sufficient, by the Liquidating Trust, on the Effective Date or on
the date the Claim is allowed.

Allowed Priority Tax Claims totaling approximately $28,000 will be
paid in full by the Liquidating Trust on the Effective Date or on
the date the creditor becomes the holder of an Allowed Priority
Tax Claims.

Allowed Class 1 Priority Claims, with principal totaling $110,000,
will be paid in full on the effective date or as soon as
practicable.

The Allowed Class 2 and Class 3 Secured Claims held by CIT and
Anita Lorber, respectively, are secured by substantially all of
the Debtor's assets, except:

   (a) all or a portion of the Recovery Rights,
   (b) Debtor's real property leases, and
   (c) an outstanding insurance claim.

On the Effective Date, the unpaid portion of these Secured Claims
will be paid as soon as practicable from the proceeds realized
from the disposition of the Debtor's assets, which are subject of
the Claims.

If the sale proceeds, the Estate, and the Liquidating Trust are
not sufficient to pay CIT's Allowed Secured Claim in full, the
deficiency will be a superpriority Administrative Claim.

If the sale proceeds, the Estate, and the Liquidating Trust are
not sufficient to pay Anita Lorber's Allowed Secured Claim in
full, the deficiency will be included in Class 5 Unsecured Claim
under the Plan.

Distributions to Unsecured Creditors will come from:

   -- amounts realized on account of the Recovery Rights;
   -- any sale of the Debtor's real property leases; and
   -- any net proceeds received on account of the casualty
      insurance claim.

Allowed Class 5 Unsecured Claim will received a periodic pro rata
distribution depending on the sole discretion of the Liquidating
Trustee.

Under the Plan, Class 6 Interests will not receive any
distribution.

                    Administrative Reserve

On the Effective Date, the Debtor will transfer to its counsel --
Jeffer, Mangels, Butler & Marmaro LLP -- sufficient amount of
money to establish the Administrative Reserve.  Jeffer Mangels
will maintain the amount in an interest bearing account.  Any
balance will be given to the Liquidating Trust.

                        Liquidating Trust

The Liquidating Trust is deemed established on the Effective Date.  
On that date, all unliquidated property of the Estate will be
transferred to the Liquidating Trust.

On the Effective Date, the Liquidating Trustee will manage,
conduct and effectuate the liquidation and winding up of the
Debtor's operations and financial affairs.  

The Creditors Committee has selected Leslie Gladstone as the
Liquidating Trustee.

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


MIRANT CORP: Excluded Debtors Have Until Dec. 5 to File Plan
------------------------------------------------------------
The Honorable Michael D. Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas extends the exclusive periods of Mirant
Corporation debtor-affiliates, which did not emerged from
bankruptcy with Mirant:

    (a) exclusive period to adopt or abandon Mirant's Plan, or to
        file their own plan of reorganization until December 5,
        2006; and

    (b) exclusive period to solicit acceptances of the Plan or
        another plan until February 3, 2007.

These debtor-affiliates are:

    (a) the New York Debtors -- Mirant Bowline, LLC; Mirant
        Lovett, LLC; and Mirant New York, Inc.;

    (b) Mirant NY-Gen, LLC; and

    (c) Hudson Valley Gas Corporation.

Jeff P. Prostok, Esq., at Forshey & Prostok LLP, in Fort Worth,
Texas, related that certain issues in the Excluded Debtors'
Chapter 11 cases have not yet been resolved, specifically the New
York Debtors' tax dispute with the New York taxing authorities
and the Mirant NY-Gen, LLC's remediation plan.

Judge Lynn recently issued a Memorandum Order relating to the New
York Debtors' tax issues, Mr. Prostok noted.  The Memorandum
Order provides for hearing schedules that will tackle the
resolution of the tax disputes.  The Bankruptcy Court or the
Supreme Court of the State of New York, where the Debtors' tax
certiorari actions are pending, may rule on the issues in October
2006.

Mr. Prostok contended that the New York Debtors and Hudson Valley
cannot confirm a plan without resolving the tax disputes with the
New York Taxing Authorities.  In addition, Mirant NY-Gen
contemplates selling certain of its assets, which may need to be
addressed prior to the proposal of a plan.

The New York Debtors and Hudson Valley, Mr. Prostok said, will
use the additional time after October 2006 to propose a plan of
reorganization based on the outcome of the tax disputes and the
resolution of other matters.

Mirant NY-Gen will use the extension to begin its compliance with
the remediation plan approved by the Federal Energy Regulatory
Commission and address any related issues, which may arise prior
to proposing a plan.

Denying the requested extension and opening up the Excluded
Debtors' cases to competing plans, on the other hand, would
destabilize the process, risk unnecessary litigation, and delay
the timely emergence of the Excluded Debtors from Chapter 11, Mr.
Prostok pointed out.

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., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

As reported in the Troubled Company Reporter on July 17, 2006,
Moody's Investors Service downgraded the ratings of Mirant
Corporation and its subsidiaries Mirant North America, LLC and
Mirant Americas Generation, LLC.  The Ba2 rating for Mirant Mid-
Atlantic, LLC's secured pass through trust certificates was
affirmed.  Additionally, Mirant's Speculative Grade Liquidity
rating was revised to SGL-2 from SGL-1.  The rating outlook is
stable for Mirant, MNA, MAG, and MIRMA.

Moody's downgraded Mirant Americas Generation, LLC's Senior
Unsecured Regular Bond/Debenture, to B3 from B2.  Moody's also
downgraded Mirant Corporation's Corporate Family Rating, to B2
from B1, and Speculative Grade Liquidity Rating, to SGL-2 from
SGL-1.  Mirant North America, LLC's Senior Secured Bank Credit
Facility, was also downgraded to B1 from Ba3 and its Senior
Unsecured Regular Bond/Debenture, to B2 from B1.

As reported in the Troubled Company Reporter on July 13, 2006,
Fitch Ratings placed the ratings of Mirant Corp., including the
Issuer Default Rating of 'B+', and its subsidiaries on Rating
Watch Negative following its announced plans to buy back stock and
sell its Philippine and Caribbean assets.

Ratings affected are Mirant Corp.'s 'B+' Issuer Default Rating and
Mirant Mid-Atlantic LLC's 'B+' Issuer Default Rating and the Pass-
through certificates' 'BB+/Recovery Rating RR1'.

Fitch also placed Mirant North America, Inc.'s Issuer Default
Rating of 'B+', Senior secured bank debt's 'BB/RR1' rating, Senior
secured term loan's 'BB/RR1' rating, and Senior unsecured notes'
'BB-/RR1' rating on Rating Watch Negative.  Mirant Americas
Generation, LLC's Issuer Default Rating of 'B+' and Senior
unsecured notes' 'B/RR5' rating was included as well.

Standard & Poor's Ratings Services also placed the 'B+' corporate
credit ratings on Mirant Corp. and its subsidiaries, Mirant North
American LLC, Mirant Americas Generating LLC, and Mirant Mid-
Atlantic LLC, on CreditWatch with negative implications.


MIRANT CORP: Asia Pacific Unit Completes $700 Million Financing
---------------------------------------------------------------
Mirant Corporation reports the funding of $700 million Asia-
Pacific Term Loan Facility.  Mirant Asia-Pacific Limited and its
subsidiaries operate the Company's Philippines business.  A
portion of these funds, together with other funds from the
Philippines business, are being distributed to Mirant Corporation,
and will be used as part of the consideration to be paid in
Mirant's modified "Dutch auction" self-tender offer.

As reported in the Troubled Company Reporter on July 13, 2006,
Mirant Corp. reported a strategic plan to enhance shareholder
value.  The elements of Mirant's plan are:

   (1) the immediate launch of a modified "Dutch Auction" tender
       offer for up to 43 million shares of Mirant common stock,
       using available cash and cash to be distributed to Mirant
       upon completion of a term loan to be entered into by
       Mirant's Philippines business, and

   (2) the commencement of auction processes to sell Mirant's
       Philippines and Caribbean businesses.  As Mirant generates
       cash through these sales, it plans to continue returning
       cash to its shareholders.

                        About Mirant Corp.

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.

                           *     *     *

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.


NEOMEDIA TECH: June 30 Working Capital Deficit Tops at $18.9 Mil.
-----------------------------------------------------------------
NeoMedia Technologies, Inc., has filed its second quarter Form 10-
Q with the Securities and Exchange Commission, reporting what its
CEO called "a continued dramatic improvement in revenues."

Charles T. Jensen, NeoMedia's president and CEO, said this was the
first quarter in which all companies acquired by NeoMedia earlier
this year (Mobot Inc. of Lexington, Mass., Sponge of London, U.K.,
Gavitec AG of Wurselen, Germany, 12snap of Munich, Germany, and
BSD Software Inc. of Calgary, Canada) were included for the full
quarterly reporting period.

For the three months ended June 30, 2006, the Company reported
$5.1 million of net income on $6.6 million of net revenues,
compared to a $2.3 million net loss on $538,000 of net revenues in
2005.

The Company's June 30 balance sheet also showed strained liquidity
with $11.4 million in total current assets available to pay
$30.3 million in total current liabilities coming due within the
next 12 months.

The Company reported a non-cash income of $11,025,000 and
$15,794,000 during the second quarter and first half of 2006,
respectively, resulting from a decline in the fair value of
derivative financial instruments on its consolidated balance
sheet.  The Company also implemented Statement of Financial
Accounting Standards 123R (SFAS 123R) on Jan. 1, 2006, resulting
in a second quarter charge of $1,072,000.  Instituted by the
Financial Accounting Standards Board, SFAS 123R requires companies
to expense stock-based compensation.

Mr. Jensen said, "NeoMedia's continued dramatic improvement in
revenues was driven by subsidiary operations in Europe and Canada,
as well as by the parent company and its business units here in
the U.S. and abroad.  Our subsidiaries continue to do business
with giant, international companies, including Kraft and Coca-
Cola, who are using NeoMedia's patented and proprietary
technologies as building blocks for their expanding mobile
marketing programs."

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fb7

                        Going Concern Doubt

Stonefield Josephson, Inc., expressed substantial doubt about
NeoMedia Technologies' 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 operating losses, negative cash flows from operations
and working capital deficit.

                    About NeoMedia Technologies

Headquartered in Fort Myers, Florida, NeoMedia Technologies, Inc.
(OTC BB: NEOM) -- http://www.neom.com/-- is a global company  
offering leading edge, technologically advanced products and
solutions for companies and consumers, built upon its solid family
of patented products and processes, and management experience and
expertise.  Its NeoMedia Mobile group of companies offers end-to-
end mobile enterprise and mobile marketing solutions, through its
flagship qode(R) direct-to-mobile-web technology and ground-
breaking products and services from 4 (shortly to be 5) of the
USA's and Europe's leading mobile marketing providers.


NEXSTAR BROADCASTING: June 30 Equity Deficit Widens to $74.7 Mil.
-----------------------------------------------------------------
Nexstar Broadcasting Group Inc. filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 8, 2006.

                  2006 Second Quarter Highlights

Net revenue for the quarter ended June 30, 2006, grew 10.1% to
$64.6 million from $58.7 million in the second quarter of 2005.
Income from operations for the three months ended June 30, 2006,
totaled $11.1 million compared with $6.9 million in the quarter
ended June 30, 2005.

For the second quarter ended June 30, 2006, the Company reported a
$2.368 million net loss on $64.561 million of net revenues
compared with a $20.928 million net loss on $58.662 million of
revenues for the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$667.197 million in total assets and $741.993 million in total
liabilities, resulting in a $74.796 million stockholders' deficit,
as compared with a $66.025 deficit at Dec. 31, 2005.

During the second quarter 2006, the Company incurred $400,000 of
non-cash employee stock option expense pursuant to its adoption of
SFAS No. 123R on Jan. 1, 2006.  The Company incurred no employee
stock option expense in the second quarter of 2005.

Broadcast cash flow rose 21.2% to $25.5 million in the second
quarter of 2006 compared with $21.0 million in the second quarter
of 2005.  EBITDA totaled $21.8 million for the second quarter of
2006, a 17.2% increase over the second quarter of 2005, while free
cash flow rose to $6.6 million in second quarter of 2006, a
$300,000 increase compared with the second quarter of 2005.

Excluding political advertising, gross local and national
advertising revenue for the 2006 second quarter increased by 9.3%
compared with the same period in the prior year.  Second quarter
2006 political advertising revenue was approximately $2.2 million,
compared to approximately $0.8 million in the second quarter of
2005.  Nexstar also recorded approximately $3.0 million of total
retransmission consent revenues in the 2006 second quarter
compared with $700,000 recorded in the second quarter of 2005.

"The second quarter marked another period where we exceeded the
high end of our guidance range for net revenue and out-performed
the consensus estimates for EBITDA growth," Perry A. Sook,
president and chief executive officer of Nexstar Broadcasting
Group, Inc., commented.

"Nexstar's focus on mid-sized markets and virtual duopolies with
focused concentration on local news resulted in second quarter net
revenue growth of 10.1%.  Nexstar's year-over-year gain in gross
local and national advertising revenue produced a 9.3% increase.  
Retransmission consent agreements contributed cash revenues of
$2 million as well as approximately $1 million of ad spends in the
2006 second quarter.

"With a very solid first half of 2006, continued gains in both
local and national advertising revenue coupled with the
acceleration of political spending in the balance of the year and
the ongoing benefits of retransmission consent revenues, Nexstar
will continue to generate significant free cash flow in the
balance of 2006.

"Approximately $20 million of second half 2006 free cash flow is
expected to be used to reduce our outstanding debt.  We project
the Company's total leverage of outstanding debt to EBITDA at the
operating company will approximate 6x at year-end while at the
holding company total leverage will decline to approximately 7.25x
at year-end.  These anticipated year-end leverage ratios are
inclusive of the recently announced acquisition of WTAJ-TV which
is expected to close in the fourth quarter."

                         Outstanding Debt

At June 30, 2006, the Company's total debt was approximately
$642.7 million and cash balances were $12.7 million.  As defined
per the Company's credit agreement, consolidated total debt was
$522.8 million at June 30, 2006, net of cash on hand, which
resulted in a leverage ratio of 7.35x, compared to a permitted
leverage covenant of 7.75x.  Nexstar Broadcasting, Inc., a
subsidiary of the Company, and Mission Broadcasting, Inc., are
borrowers under the Company's senior secured credit facilities.  
Covenants under the Company's credit agreement exclude Nexstar
Finance Holdings, Inc.'s 11.375% notes, which have accreted to
$107.1 million as of June 30, 2006.

Total interest expense in the second quarter of 2006 was
$12.9 million, compared with $10.9 million for the same period in
2005.  The increase is primarily attributable to higher interest
rates under the Company's senior credit facilities, partially
offset by a decrease in the amount of bank debt outstanding.  As
of June 30, 2006, and 2005, total bank debt under Nexstar's and
Mission's senior credit facilities was $337.9 million and
$355.0 million, respectively.  Cash interest for the second
quarter of 2006 was $9.6 million, compared with $8.0 million for
the same period in 2005.  Cash interest excludes non-cash interest
expense related to amortization of debt financing costs and
accretion of the discount on Nexstar's 11.375% senior discount
notes and 7% senior subordinated notes.

                        Pending Acquisition

On July 26, 2006, Nexstar entered into a definitive agreement to
acquire substantially all of the assets of WTAJ-TV, the CBS
affiliate serving the Johnstown/Altoona, Pennsylvania market for
$56.0 million in cash from Television Station Group Holdings, LLC.
The purchase price multiple is less than 8.5x the pro forma 2006
EBITDA.  The acquisition complements the Company's current
Pennsylvania television station cluster located in Wilkes
Barre/Scranton and Erie.  The transaction, which is subject to FCC
consent, is expected to close in the fourth quarter of 2006.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?fc3

                 About Nexstar Broadcasting Group

Including pending acquisitions, Irving, Texas-based Nexstar
Broadcasting Group, Inc. (NASDAQ: NXST) currently owns, operates,
programs or provides sales and other services to 49 television
stations in 29 markets in the states of Illinois, Indiana,
Maryland, Missouri, Montana, Texas, Pennsylvania, Louisiana,
Arkansas, Alabama and New York. Nexstar's television station group
includes affiliates of NBC, CBS, ABC, FOX, and UPN, and reaches
approximately 8% of all U.S. television households.

                           *     *     *

Standard & Poor's Ratings Services revised its outlook on Nexstar
Broadcasting Group Inc. to negative from stable.  The long-term
ratings, including the 'B' corporate credit rating, were affirmed.


NVIDIA CORP: Form 10-Q Filing Delay Prompts S&P's Negative Watch
----------------------------------------------------------------
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit on Santa Clara, California-based Nvidia Corp. on
CreditWatch with negative implications following the company's
announcement that it will be unable to file its July 2006 10-Q
financial statements by the extended deadline of Sept. 13, 2006.

The filing delay has been caused by a voluntary review of the
company's stock option practices that is ongoing.  While it is too
early to assess the outcome of the investigations, Nvidia's
liquidity (cash and investments totaled $955 million at April 30,
2006) should cushion the downside risk to the rating.

"The credit watch 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.


OWENS CORNING: WCI Wants Exterior Unit to Pay Admin. Claims
-----------------------------------------------------------
WCI Communities, Inc., asks the U.S. Bankruptcy Court for the
District of Delaware to compel Exterior Systems, Inc., an Owens
Corning debtor-affiliate to pay certain administrative expenses.

WCI and Exterior are parties to two subcontractor base
agreements. Exterior installed windows, French doors and sliding
glass doors at a residential development being constructed by WCI
in Palm Beach Gardens, Florida, known as "Evergrene."  The
Evergrene development consists of about 980 residential units,
and Exterior has installed 20,000 to 25,000 windows.  WCI has
paid the Debtor in excess of $4,000,000 under the Agreements.

Robert N. Gilbert, Esq., at Carlton Fields, P.A., in West Palm
Beach, Florida, tells the Court that Exterior has breached the
Agreements by failing to perform its work "in a good and
workmanlike manner" and by failing to use materials free of
defect.  The windows Exterior installed have leaked causing
substantial damage to the units.

To date, WCI has incurred at least $2,349,551 in costs and
expenses to repair or replace leaking windows and repair damages
to the units caused by water intrusion.  WCI customers have made
additional claims against WCI, which it estimates will cost at
least $1,142,680 to address.  WCI may also incur additional and
substantial costs and expenses if customers make additional
claims.

Exterior has not paid WCI for its costs and expenses as required
under the Agreements.

Mr. Gilbert contends that WCI's claims against Exterior
constitute administrative expenses under Section 503 of the
Bankruptcy Code and should be allowed.  WCI wants its claims paid
no later than the effective date of any plan of reorganization
confirmed in the Debtors' cases.

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


PACIFIC MAGTRON: Nevada Court Confirms Plan of Reorganization
-------------------------------------------------------------
Following a July 26 hearing, the U.S. Bankruptcy Court for the
District of Nevada confirmed the plans of reorganization for
Pacific Magtron International Corp. and its wholly owned
subsidiary, LiveWarehouse, Inc.

On Aug. 11, 2006, the Bankruptcy Court entered an order approving
and confirming the plans, which are expected to become effective
on or before Sept. 11, 2006.

                        Terms of the Plan

The plans provide for full payment to LiveWarehouse's creditors
holding valid claims, at least a 50% payout to Pacific Magtron
International's unsecured creditors and the merger of Herborium,
Inc. into Live Warehouse a wholly owned subsidiary of Pacific
Magtron International, with Herborium as the surviving entity.

Herborium, Inc. is a privately-held New Jersey-based botanical
therapeutics company that provides all-natural medicinal products
targeting both consumers and healthcare professionals that seek
alternative and complementary answers to disease treatment,
management and prevention.  Herborium's botanical therapeutics,
supported by clinical experience and testing, seek to address
healthcare problems that are not met satisfactorily by
conventional pharmaceuticals.  After the merger, Pacific Magtron
International expects to change its name to Herborium Group, Inc.

The plans also provide for cancellation, on the merger date, of
all previously outstanding common and preferred shares of Pacific
Magtron International and the distribution of newly issued shares
of common stock of Herborium Group Inc. to all former Pacific
Magtron International shareholders of record as of Aug. 11, 2006.

Advanced Communications Technologies, Inc.'s interest in Pacific
Magtron International will also be cancelled and newly issued
shares of common stock of Herborium Group Inc. will be distributed
as a special stock distribution directly to all Advanced
Communications' shareholders of record as of Aug. 11, 2006, as
well as to two former Pacific Magtron International executives
pursuant to the terms of a settlement agreement also approved by
the Bankruptcy Court.

"Although it has taken some time to resolve the Pacific Magtron
matter, we believe we have reached a successful conclusion to
reposition our Pacific Magtron International investment into an
opportunity for our shareholders to benefit from the Herborium
Group Inc. stock ownership, as all Advanced Communications
shareholders as of the record date will be receiving shares of
Herborium Group Inc. stock as a special share distribution," Wayne
Danson, president and CEO of Advanced Communications, said.  "I am
also pleased that this plan provides a recovery to the Pacific
Magtron shareholders via an equity stake in Herborium Group Inc,
which we believe is a dynamic growth oriented company.   "We
expect the Herborium merger to be completed on or before Sept. 11,
2006, and the Herborium Group Inc. stock distribution to both
Advanced Communication and Pacific Magtron International
shareholders to occur within 15 days thereafter," Mr. Danson
added.

A full-text copy of the Fourth Amended Plans of Reorganization for
Pacific Magtron and Livewarehouse is available at:
    
               http://ResearchArchives.com/t/s?fd1

            About Pacific Magtron International Corp.

Based in Milpitas, California, Pacific Magtron International Corp.
(OTCBB: PMICQ) -- http://www.pacificmagtron.com/-- distributes  
some 1,800 computer hardware, software, peripheral, and accessory
items that it buys directly from 30 manufacturers like Creative
Labs, Logitech, and Yamaha.  The Company, along with its
subsidiaries, filed for chapter 11 protection on May 11, 2005
(Bankr. D. Nev. Case No. 05-14326).  As of Dec. 31, 2004, the
Company reported $11,740,700 in total assets and $11,105,200 in
total debts.

A subsidiary of Pacific Magtron International Corp., Pacific
Magtron (GA) Inc., together with another subsidiary Pacific
Magtron Inc., imports and distributes in wholesale electronics
products computer components, and computer peripheral equipment
across the US.


PAETEC CORP: Inks Merger Agreement with US LEC
----------------------------------------------
PAETEC Corp., and US LEC Corp., (Nasdaq: CLEC) signed a definitive
agreement to merge the two companies.

"This merger provides US LEC shareholders with significant
value and is a transformational event for our company, creating
substantial opportunities for customers and offering shareholders
of both US LEC and PAETEC the ability to participate in the upside
potential of the combined company," said Richard Aab, Chairman of
US LEC.  "This is an excellent fit from an operational and
financial perspective.  An important rationale for our merger is
the cost savings we will be able to capture, as well as additional
revenue synergies that have not yet been factored into our
financial projections.  With respect to integrating our
technology, both companies' networks are highly adaptive, capital
efficient and extremely compatible.  The new PAETEC's customer
base will benefit from an enhanced capacity to deliver new,
innovative communications services and a relationship with an even
stronger, more competitive partner."

On a pro forma basis, the company will generate nearly $1 billion
in revenue, $187 million in adjusted EBITDA, and $109 million in
free cash flow.  Cost saving synergies of $25 million have been
identified in the first year after closing, and $40 million
annually beginning in 2008.  The combined company will have
over 45,000 enterprise customers, consisting of medium and
large businesses and institutions.  It will operate in 52 of
the top 100 Metropolitan Service Areas in the U.S., with a leading
presence in the Eastern U.S., as well as several
other major markets across the country.

                Transaction Terms and Structure

Under the terms of the merger agreement, which was approved
unanimously by the boards of directors of both companies, PAETEC
and US LEC will become wholly-owned subsidiaries of a new publicly
owned holding company.  Taking into account outstanding rights to
acquire shares in the new holding company in the future, US LEC
security holders will own approximately 1/3 and PAETEC security
holders will own approximately 2/3 of the new holding company.  
Upon closing, US LEC shareholders will be entitled to receive one
share in the new holding company in exchange for each share of US
LEC that they currently own, and PAETEC shareholders will be
entitled to receive 1.623 shares in exchange for each share of
PAETEC that they currently own. Based on US LEC's closing stock
price on August 11, 2006, the total enterprise value of the new
company will be approximately $1.3 billion.  Upon completion of
the transaction, "New PAETEC" expects to be listed on the NASDAQ
Stock Market under the ticker "CLEC."

                Financing and Capital Structure

US LEC and PAETEC will finance the transaction through a
combination of debt and cash on hand. Deutsche Bank Securities
Inc., Merrill Lynch & Co. and CIT Group, Inc. have provided
a full commitment for $850 million of financing for the
transaction, which includes refinancing of both companies'
debt, US LEC's Series A Preferred Stock and an unused
$50 million revolver.

US LEC has entered into an agreement to repurchase its outstanding
Series A Preferred Stock, held by Bain Capital
and Thomas H. Lee Partners LP, at a price which reflects a
$30 million discount to its accreted value.  Upon closing,
this repurchase would eliminate US LEC's Convertible Preferred
Stock due April 2010.

"We are excited to be combining with US LEC," said Arunas
Chesonis, Chairman and Chief Executive Officer of PAETEC.  "Rick
and I share a common vision for the industry and are firm
believers in our business models. This strategic combination of
highly complementary operating companies is about scale, scope and
growth.  The new PAETEC will provide our combined 45,000
enterprise business customers with some of the newest and most
innovative solutions in the rapidly converging world of voice,
data and enhanced services.  Both PAETEC and US LEC are solid
operating companies that have proven themselves in a highly
competitive marketplace.  We share a 'customer comes first'
attitude and are committed to building and keeping world-class
partnerships."

"Given the complementary nature of the two companies' product and
technology portfolios, as well as their geographic footprints, the
new PAETEC will be well positioned to capitalize on significant
cross-selling opportunities," Mr. Chesonis continued.  "I am
confident that we will deliver substantial long-term value to our
customers and shareholders."

                           About US LEC

Headquartered in Charlotte, North Carolina, US LEC Corp. --
http://www.uslec.com/-- is a full service provider of IP, data  
and voice solutions to medium and large businesses and enterprise
organizations throughout 16 eastern states and the District of
Columbia.  US LEC offers advanced, IP-based, data and voice
services such as MPLS VPN and Ethernet, as well as comprehensive
Dynamic T(SM) VoIP-enabled services and features.  The company
also offers local and long distance services and data services
such as frame relay, Multi-Link Frame Relay and ATM.  US LEC
provides a broad array of complementary services, including
conferencing, data backup and recovery, data center services and
Web hosting, as well as managed firewall and router services for
advanced data networking.  US LEC also offers selected voice
services in 27 additional states and provides enhanced data
services, selected Internet services and MegaPOP(R) nationwide.

                           About PAETEC

Headquartered in New York, PAETEC Corp.,
-- http://www.paetec.com/-- offers telecommunications and  
Internet services.  The Company also  offers Voice over Internet
Protocol services delivered over our Private-IP MPLS network.


PAETEC CORP: US LEC Merger Cues S&P to Put B Rating on Neg. Watch
-----------------------------------------------------------------
Standard & Poor's Rating Services placed its ratings on Fairpoint,
New York-based competitive local exchange carrier Paetec Corp.,
including its 'B' corporate credit rating on CreditWatch with
negative implications.

At the same time, Standard & Poor's placed its ratings on
Charlotte, North Carolina-based CLEC US LEC Corp., including its
'B-' corporate credit rating on CreditWatch with positive
implications.  

The '5' recovery ratings for Paetec's $275 million first-lien bank
loan and $50 million revolving credit facility, as well as the
$100 million second lien term loan were affirmed.  The '5'
recovery rating indicates the likelihood of negligible (0%-25%)
recovery of principal in the event of a payment default.

"These CreditWatch placements are in response to the announced
definitive $1.3 billion merger agreement between Paetec and US LEC
in a stock-based transaction, which includes the refinancing of
existing debt and preferred stock," said Standard & Poor's credit
analyst Allyn Arden.

Under the terms of the agreement, Paetec and US LEC will become
wholly owned subsidiaries of a new publicly owned holding company.
If the merger is completed, the combined company will have
approximately $1 billion in revenue and $187 million in EBITDA,
including the expectation of $40 million in annual operating
synergies beginning in 2008.

The transaction will be financed through a combination of debt and
cash on hand, including an $850 million financing commitment,
which will be used to refinance both companies' public and bank
debt and US LEC's Series A preferred stock and to replace an
unused $50 million revolving credit facility.

Total debt for the merged entity will be about $800 million.  The
new facility will consist of:

   * a $625 million term loan B;
   * a $175 million second lien term loan; and
   * a $50 million revolving credit facility.

US LEC has entered into an agreement to repurchase the outstanding
Series A preferred stock at its accreted value net of a $30
million discount of approximately $268 million at Dec. 31, 2006.

"The opposing CreditWatch implications for Paetec and US LEC
reflect the fact that the combined entity will either be rated 'B'
or 'B-'," Mr. Arden said.

"A key issue in resolving the CreditWatch listings is the
expectation for future discretionary cash flow generation of the
combined company.  In determining the credit quality of the merged
entity, we will review factors that include collocation synergies,
network integration, headcount reductions, and profitability
metrics."


PARMALAT: Bankr. Court OKs Pact Allowing Citibank to Pursue Suit
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation between Citibank, N.A., and Citibank,
N.A. International Banking Facility, on one hand, and Dr. Enrico
Bondi, extraordinary administrator of Parmalat Finanziaria S.p.A.
and certain of its affiliates and CEO of Reorganized Parmalat,
stating that:

    a. at 5:00 p.m. New York time on Aug. 31, 2006, the
       Preliminary Injunction Order will automatically be deemed
       modified to permit Citibank to take any action to enforce
       its rights against Parmalat Paraguay S.A. or otherwise
       with respect to the obligations of Parmalat Paraguay to
       Citibank in Paraguay;

    b. during the Standstill Period, Reorganized Parmalat will
       provide Citibank, concerning Parmalat Paraguay and its
       subsidiaries, with:

          -- access to company management;

          -- access to their Paraguayan advisers;

          -- access to their books and records; and

          -- copies of and access to forecasts, budgets,
             restructuring plans, term sheets relating to a sale
             or other disposition of the assets, purchase and
             sale agreements, and correspondence relating to a
             sale or other disposition of assets or the
             restructuring of indebtedness; and

    c. during the Standstill Period, Reorganized Parmalat will
       not sell, transfer, encumber or incur new debt on any of
       the assets or shares of any of the Parmalat Paraguay
       Entities without Citibank's prior written consent.

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.,
http://bankrupt.com/newsstand/or 215/945-7000)


PARMALAT GROUP: Board Reviews 1st Half 2006 Preliminary Results
---------------------------------------------------------------
Parmalat Spa's Board of Directors has examined the Company's
preliminary figures at June 30, 2006.  The figures confirm that
the Company's operating performance is continuing to improve.

                            The Group

In the first half of 2006, consolidated net revenues totaled
EUR1,972.8 million, or 6.8% more than the EUR1,847.8 million
booked in the same period last year.  EBITDA increased by 21.4%
to EUR159.9 million, compared with EUR131.7 million at June 30,
2005.  The return on sales was also up, rising to 8.1% (7.1% in
2005) also due to lower provisioning equal to a reduction by
EUR6 million compared to 2005.

The improvement mainly reflects a strong performance in
Italy, Africa and Venezuela and favorable developments in foreign
exchange parities, particularly the exchange rate of the Canadian
dollar versus the euro.

A breakdown of the results by country:

                         First Half 2006
                          (In Millions)

                                                        As a %
                                                          Net
                          Net Revenues     EBITDA       Revenues
                           ---------      --------      --------
    Italy                   EUR585.0       EUR48.1         8.2
    Canada                     648.1          54.1         8.4
    Australia                  218.4          14.7         6.7
    Africa (consolidated)      178.2          19.4        10.9
    Spain                       99.7           2.2         2.2
    Portugal                    39.0           4.1        10.5
    Russia                      26.5           3.9        14.8
    Romania                      5.5           1.2        21.7
    Nicaragua                   13.2           2.0        14.9
    Cuba                         3.6           1.0        28.0
    Venezuela                   91.1          15.0        16.4
    Ecuador                      1.0          (0.3)      (28.1)
    Colombia                    55.5           5.5         9.9
    Other                        8.1         (10.9)        n.a.
                          ----------      --------       --------
    Group                 EUR1,972.8      EUR159.9         8.1
                          ==========      ========       ========

      Specifically:

         * In Italy, following the optimization of product mix
           which caused a sales decrease of non typical products
           for an amount of EUR19.6 million, consolidated
           revenues totaled EUR585.0 million, slightly less
           (-2.2%) than the EUR598.0 million reported in the
           first half of 2005.  The reason for this shortfall is
           a decrease in revenues from the sale of non-Core
           Program  products, which had a negative impact of
           EUR19.6 million, offset in part by higher sales of
           functional/healthy living products with greater added
           value.  The optimization of product mix, coupled with
           a strict cost control policy, produced an expansion in
           EBITDA, which rose to EUR48.1 million, or EUR10.7
           million more than in the first six months of 2005
           (EUR37.4 million).  The return on sales also improved,
           rising from 6.3% in 2005 to 8.2% this year.

         * In Canada, consolidated revenues, aided also by the
           positive impact of a favorable exchange rate,
           increased to EUR648.1 million, a gain of 7.4% compared
           with the EUR603.4 million booked in the first half of
           2005.  EBITDA improved to EUR54.1 million, or EUR10.3
           million more (+23.2%) than the EUR43.9 million earned
           in the first six months of 2005, causing the return on
           sales to rise to 8.4% (7.3% in 2005).  Even though
           there were fewer delivery and billing days than in the
           first half of 2005 (one week less), the Canadian
           operations were able to report higher revenues and
           EBITDA thanks to a price increase implemented earlier
           in the year and a change in the product mix.

         * In Australia, consolidated revenues reached
           EUR218.4 million at June 30, 2006, up 13.6% from the
           EUR192.2 million booked in the first six months of
           2005.  EBITDA decreased by EUR1.7 million, falling
           from EUR16.4 million to EUR14.7 million.  The return
           on sales contracted by 1.8%.  The decrease of EBITDA
           will be recovered during the following semester due to
           the improvement of product mix and to targeted
           publicity expenses.

         * In Africa, consolidated revenues were up a healthy
           19.5%, rising from EUR149.1 million in the first half
           of 2005 to EUR178.2 million in the same period this
           year.  EBITDA were also up (from EUR15.4 million to
           EUR19.4 million) and the return on sales improved from
           10.3% to 10.9%.  An increase in unit sales, made
           possible by a rapidly growing local economy, and a
           change in product mix accounted for this improvement.

Aside from the Spanish companies, which are continuing to
experience a difficult situation, the operations in the other
countries reported excellent operating results compared with the
first half of 2005.  The companies in South America (Colombia and
Venezuela) performed especially well.

At June 30, 2006, the Group's net financial position showed
indebtedness of EUR316.5 million, down sharply from the EUR369.3
million owed at the end of 2005.  The net indebtedness of the
Venezuelan operations alone amounted to about EUR150 million.

                            Parmalat SpA

The Group's Parent Company reported net revenues of EUR504.5
million, or 4% less than the EUR525.7 million booked in
the first half of 2005.  In this case as well, lower sales of
non-core products, offset in part by higher shipments of
functional/healthy living products with greater added value,
account for this decrease.  EBITDA totaled EUR32 million, a gain
of EUR8.6 million compared with the EUR23.4 million earned in the
first six months of 2005.  The return on sales rose to 6.3%,
compared with 4.5% in 2005.

This improvement was made possible by a greater preponderance of
functional/healthy living products within the product mix and by
the fact that the loss incurred by the network of Group-owned
licensees, which in 2005 was included in the EBITDA of the Group's
Parent Company, is now being allocated to Parmalat Distribuzione
Alimenti (a company that is being reorganized to increase its
efficiency), which is part of the Italian Strategic Business Unit.

During the first half of 2006, net financial assets decreased from
EUR324.5 million to EUR291.6 million, even though the Company's
operations were cash flow positive.  The decrease
is attributable to extraordinary transactions, which included the
payment of preferential and pre-deduction claims by the Group's
Parent Company, expenses incurred in connection with the
extraordinary administration proceedings and legal fees, offset
only in part by nonrecurring gains and dividends received from
subsidiaries.

                           *     *     *

Parmalat says the first half 2006 results will be approved on
Sept. 13, 2006, for submission to the shareholders meeting.
In addition, the approved results will be presented to the
financial community in a meeting to be held in Milan, Italy.  The
meeting will represent the start of a road show planned to take
place in the last two weeks of September.

                          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.,
http://bankrupt.com/newsstand/or 215/945-7000)


PETRO STOPPING: Improved Credit Metrics Cue S&P's Stable Outlook
----------------------------------------------------------------
Standard & Poor's Ratings Services revised the outlook for El
Paso, Texas-based Petro Stopping Centers L.P. to stable from
negative.

"This action reflects the company's improved credit metrics and
recent operating trends," said Standard & Poor's credit analyst
Stella Kapur.

At the same time, Standard & Poor's affirmed the 'B' corporate
credit and other ratings on the company.

Credit metrics improved following good operating performance in
the first half of 2006.  Lease-adjusted debt to EBITDA
strengthened to 5.6x from 6.2x at the end of 2005, and EBITDA
coverage of interest was marginally better at 1.9x, compared with
1.7x over the same period.

Total lease-adjusted debt at June 30, 2006, was $358 million.  
This includes around $50 million of holding company debt from the
February 2004 refinancing transaction and $7.5 million of holding
company warrant liability.

Total revenues in the first half of 2006 grew 36% from a year
earlier, to $1.1 billion, which primarily reflects higher fuel
prices (25% higher retail selling price per gallon), increased
diesel fuel volumes (12.4%), in addition to increased sales of
nonfuel items, and the addition of five sites.

Comparable nonfuel sales grew 7% over the same period, while
restaurant comparable sales grew 2.2%.  Profitability levels came
under pressure due to higher employee-related costs, increased
utility costs, and higher credit card fees.  As a result, trailing
12-month lease-adjusted margins decreased marginally to 3.2% in
first half of 2006, from 3.3% in 2005.

The ratings on Petro Stopping Centers Holdings L.P. and unit
Petro Stopping Centers L.P. reflect the operating company's
participation in the highly competitive and fragmented truck-stop
industry, its high debt leverage, and the volatility of diesel
fuel prices.  Petro is one of the leading operators in the truck-
stop industry, with the top five chains selling about 83% of all
over-the-road diesel fuel.


PLIANT CORP: Interest Rates & Covenants in Merrill Lynch Facility
-----------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 10, 2006,
Pliant Corporation and certain of its subsidiaries entered into a
Working Capital Credit Agreement and a Fixed Asset Credit
Agreement with certain lenders, Merrill Lynch Bank USA and Merrill
Lynch Commercial Finance Corp.

Joseph Kwederis, Pliant's senior vice president and chief
financial officer, discloses in a filing with the Securities and
Exchange Commission that the Exit Credit Facilities will mature
on July 18, 2011.

                          Interest Rates

According to Mr. Kwederis, the interest rates for all loans other
than those made to the company's German subsidiary range from, in
the case of alternate base rate loans, the alternate base rate
plus 1.75% to the alternate base rate plus 2.00% and, in the case
of eurodollar loans, LIBOR plus 2.75% to LIBOR plus 3.00%, in
each case depending on the amount of available credit.

The interest rates for loans made in connection with the loans to
the company's German subsidiary are, in the case of alternate
base rate loans, the alternate base rate plus 5.00% and, in the
case of eurodollar loans, LIBOR plus 6.00%.

The commitment fee for the unused portion of the Exit Credit
Facilities is 0.375% per annum.

                       Restrictive Covenants

According to Mr. Kwederis, the Exit Credit Facilities contain
covenants that will limit the ability of Pliant and its
subsidiaries, subject to certain exceptions, to, among other
things:

   -- incur or guarantee additional indebtedness;

   -- issue preferred stock or become liable in respect of any
      obligation to purchase or redeem stock;

   -- create liens, merge or consolidate with other companies;

   -- change lines of business;

   -- make certain types of investments;

   -- sell assets;

   -- enter into certain sale and lease-back and swap
      transactions;

   -- pay dividends on or repurchase stock;

   -- make distributions with respect to certain debt
      obligations;

   -- enter into transactions with affiliates;

   -- restrict dividends or other payments from the company's
      subsidiaries;

   -- modify corporate and certain material debt documents,

   -- cancel certain debt; or

   -- change its fiscal year or accounting policies.

The Exit Credit Facilities also require the company to comply
with a monthly minimum fixed charge coverage ratio of 1.00 to
1.00 for the first year of the facility and of 1.10 to 1.00
afterwards, Mr. Kwederis reports.  The coverage ratio will only
apply during periods in which the amount of availability is and
remains less than $20,000,000 for a specified number of days.

In addition, the amount of availability under the Exit Credit
Facilities must not be less than $10,000,000 at any time.

The loans will automatically become immediately due and payable
without notice upon the occurrence of an event of default
involving insolvency or bankruptcy of the company or any of its
subsidiaries.  Upon the occurrence and during the continuation of
any other event of default under the Exit Credit Facilities, by
notice given to the company, the Administrative Agent may, and if
directed by the Required Lenders must, terminate the commitments
and declare all outstanding loans to be immediately due and
payable.

The Working Capital Credit Agreement is secured by a first-
priority security interest in substantially all our inventory,
receivables and deposit accounts, capital stock of, or other
equity interests in, our existing and future domestic
subsidiaries and first-tier foreign subsidiaries, investment
property and certain other assets of the company and its
subsidiaries and a second-priority security interest in fixed
assets of the company and the involved subsidiaries.

The Fixed Asset Credit Agreement is secured by a first-priority
security interest in the fixed assets of certain foreign
subsidiaries of the company and a second-priority security
interest in capital stock of the fixed asset borrowers and their
subsidiaries.

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


PLIANT CORP: Balance Sheet Upside-Down by $715.93 Mil. at June 30
-----------------------------------------------------------------
Pliant Corporation discloses its financial results for the second
quarter of 2006 in a Form 10-Q filed with the Securities and
Exchange Commission.

The Company's net sales increased by $29.9 million, or 11.5%, to
$289.1 million for the second quarter of 2006 from $259.2 million
for the three months ended June 30, 2005.  The increase was
primarily due to a 7.3% increase in average selling price and a
3.9% increase in sales volumes.

Loss from continuing operations for the second quarter of 2006
of $14.0 million includes restructuring and other costs of
$10.3 million compared to $2.0 million in 2005.  Excluding
restructuring and other costs, loss from continuing operations for
the three months ended June 30, 2006 was $3.7 million compared to
a loss of $24.0 million for the three months ended June 30, 2005.

On September 30, 2004, the Company sold substantially all of the
assets of its wholly owned subsidiary, Pliant Solutions
Corporation.  Losses from these discontinued operations for the
three months ended June 30, 2005 were $0.2 million.

                 Liquidity and Capital Resources

The Company's principal sources of funds have been cash generated
by our operations and borrowings under its revolving credit
facility.  In addition, the Company has raised funds through the
issuance of its 13% Senior Subordinated Notes due 2010, 11-1/8%
Senior Secured Notes due 2009, 11-1/8% Senior Secured Discount
Notes due 2009, and the sale of shares of preferred stock.

As of June 30, 2006, the Company's outstanding long-term debt
consisted of $7.6 million in capital leases.  The current portion
of its long-term debt and debt in default as of June 30, 2006,
consisted of:

   -- $285.4 million of its 11-5/8% Senior Secured Notes due 2009;

   -- $7.4 million of its 2004 Notes;

   -- $250.0 million of its 2003 Notes and $1.3 million in capital
      leases.

A full-text copy of Pliant's 2nd Quarter 2006 Financial Results
is available for free at http://ResearchArchives.com/t/s?fb0

               Pliant Corporation and Subsidiaries
               Unaudited Consolidated Balance Sheet
                       As of June 30, 2006

ASSETS
Current Assets:
   Cash and cash equivalents                        $33,723,000
   Receivables                                      143,951,000
   Inventories                                      106,662,000
   Prepaid expenses and other                         6,178,000
   Income taxes receivable, net                       1,196,000
   Deferred income taxes                             11,358,000
                                                 --------------
         Total current assets                       303,068,000

Plant and Equipment, net                            294,670,000
Goodwill                                            182,262,000
Intangible Assets, net                               14,657,000
Other Assets                                         28,067,000
                                                 --------------
Total Assets                                       $822,724,000
                                                 ==============

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
   Current portion of long-term debt &
      debt in default                              $544,113,000
   Trade accounts payable                            63,650,000
   Accrued liabilities:
      Interest payable                               24,684,000
      Customer rebates                                6,502,000
      Other                                          48,308,000
                                                 --------------
         Total current liabilities                  687,257,000

Long-term debt, net of current portion                7,566,000
Other Liabilities                                    34,872,000
Deferred Income Taxes                                30,994,000
Shares Subject to Mandatory Redemption                        -
Liabilities Subject to Compromise                   771,218,000
                                                 --------------
         Total Liabilities                        1,531,907,000
                                                 --------------
Redeemable Preferred Stock - Series B                   102,000
Redeemable Common Stock                               6,645,000

Stockholders' Deficit:
   Common stock                                     103,376,000
   Warrants to purchase common stock                 39,133,000
   Accumulated deficit                             (838,736,000)
   Stockholders' notes receivable                      (660,000)
   Accumulated other compensation loss              (19,043,000)
                                                 --------------
         Total stockholders' deficit               (715,930,000)
                                                 --------------
Total Liabilities and Stockholders' Deficit        $822,724,000
                                                 ==============


               Pliant Corporation and Subsidiaries
          Unaudited Consolidated Statement Of Operations
               For Three Months Ended June 30, 2006

Net Sales                                          $289,073,000
Cost Of Sales                                       252,118,000
                                                 --------------
   Gross Profit                                      36,955,000

Operating Expenses:
   Sales, General and Administrative                 17,831,000
   Research and Development                           2,304,000
   Restructuring and Other Costs                         15,000
   Financial Restructuring                           10,271,000
                                                 --------------
      Total operating expenses                       30,421,000
                                                 --------------
Operating Income (Loss)                               6,534,000

Interest Expense - Current and Long-term debt       (20,499,000)
Interest Expense - Dividends and accretion
   on Redeemable Preferred Stock                              -
Other Income (Expense) - Net                            (11,000)
                                                 --------------
Loss from Continuing Operations before Income Taxes (13,976,000)

Income Tax Expense                                       13,000
                                                 --------------
Loss from Continuing Operations                     (13,989,000)
Loss from Discontinued Operations                             -
                                                 --------------
Net Loss                                           ($13,989,000)
                                                 ==============


               Pliant Corporation and Subsidiaries
          Unaudited Consolidated Statement of Cash Flow
                For Six Months Ended June 30, 2006

Cash Flows from Continuing Operating Activities:
   Net loss                                        ($74,796,000)
   Adjustments to reconcile net loss to net cash
      provided by continuing operating activities:
      Depreciation and amortization                  20,012,000
      Amortization of deferred financing costs &
         accretion of debt discount                  18,621,000
      Deferred dividends &
         accretion on preferred shares                  271,000
      Write off of deferred financing costs          15,777,000
      Write off of original issue debt discount &
         premium                                     30,453,000
      Deferred income taxes                            (331,000)
      Loss from discontinued operations                       -
      Gain or loss on disposal of assets                 28,000
      Changes in assets and liabilities:
         Receivables                                 (5,830,000)
         Inventories                                    478,000
         Prepaid expenses and other                   1,013,000
         Income taxes payable/receivable                591,000
         Other assets                                 6,519,000
         Trade accounts payable                      11,784,000
         Accrued liabilities                         18,166,000
         Other liabilities                                9,000
         Other                                                -
                                                 --------------
            Net cash provided by
               continuing operating activities       42,765,000
                                                 --------------
Cash Flows from Continuing Investing Activities:
   Proceeds from sale of assets                               -
   Capital expenditures for plant and equipment     (18,364,000)
                                                 --------------
            Net cash provided by (used in)
               continuing investing activities      (18,364,000)

Cash Flows from Continuing Financing Activities:
   Repurchase of preferred stock                              -
   Issuance of senior secured notes                           -
   Repayment of senior secured discount notes                 -
   Payment of financing fees                         (1,652,000)
   Repayment of capital leases and other, net          (946,000)
   Proceeds from revolving debt - net                         -
                                                 --------------
            Net cash provided by (used in)
               continuing financing activities       (2,598,000)

Discontinued Operations:
   Cash used in operating activities                          -
                                                 --------------
      Total cash used in discontinued operations              -
                                                 --------------
Effect of Exchange Rate Changes on
   Cash & Cash Equivalents                             (882,000)

Net Increase (Decrease) in Cash & Cash Equivalents   20,921,000

Cash & Cash Equivalents, Beginning of the Period     12,802,000
                                                 --------------
Cash & Cash Equivalents, End of the Period          $33,723,000
                                                 ==============

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


PRIDE INTERNATIONAL: Fitch Upgrades Issuer Default Rating to BB
---------------------------------------------------------------
Fitch Ratings raised Pride International's Issuer Default Rating
to 'BB' from 'BB-'.  Fitch also raised the ratings on Pride's
senior secured revolving credit facility, senior unsecured notes
and their convertible senior notes.

Fitch is withdrawing the ratings on the senior secured term loan
after its repayment.  The Rating Outlook is Stable.  Fitch
upgrades these ratings for Pride:

   -- Issuer Default Rating to 'BB' from 'BB-'
   -- Senior unsecured to 'BB' from 'BB-'
   -- Senior secured bank facility to 'BBB-' from 'BB+'
   -- Senior convertible notes to 'BB' from 'BB-'

The rating action reflects Pride's commitment to deleveraging the
balance sheet and the execution on that commitment since Fitch
raised the Outlook to Positive in May 2005.  Total balance sheet
debt was $1,079.3 million as of June 30, 2006.  With unrestricted
cash balances of $100.9 million, this reflects the first time
since 1998 that net debt has fallen below $1 billion.

Pride has capitalized on the positive offshore drilling
environment to combine proceeds from selling underperforming
assets with strong operating cash flows to reduce debt and improve
the company's asset base.  Pride's credit stats reflect these
improvements as well as the strong market conditions for offshore
drilling rigs.

For the last 12 months ending June 30, 2006, Pride generated
$664.0 million of EBITDA and free cash flow (cash from operations
less capital expenditures) was $233.1 million.  Credit metrics
were robust with interest coverage of 8.2x and debt-to-EBITDA
dropping to 1.6x.

After adjusting for off-balance sheet items, interest coverage was
4.8x and debt-to-EBITDA was 2.3x, both significantly better than
year-end 2005 levels and representative of the improvements
management has made to reduce the risk profile of the company.

Fitch continues to have a positive view of Pride's management and
their plan for transitioning the company to an offshore drilling
contractor.  While Fitch anticipates additional improvements in
the company's credit metrics as older contracts are replaced, the
rating Outlook is Stable as the company continues moving forward
through this transition period.  Uncertainty regarding the Foreign
Corrupt Practices Act investigation and the strength of the
company's financial controls combined with uncertainties regarding
the sale of the Latin American operations has resulted in the
Stable Outlook.  Pride's ability to make sustainable improvements
to the competitive nature of its asset base through the sale of
weak assets and/or the addition of stronger assets will be a key
determinant to future positive rating action and the company's
ability to withstand any future downturn in the industry.

In particular, Fitch's ability to have a additional visibility
into the cash flow generating ability of Pride post the Latin
American operations divestiture and the re-deployment of those
proceeds will be an important item that Fitch will monitor as the
company transitions to a pure offshore driller.  Further, Pride's
ability to fund this transition via internally generated cash
flows and asset sales versus its choice of externally generated
funds will also be of importance.

Pride is one of the world's largest drilling contractors and
provides onshore and offshore drilling and related services in
more than 30 countries, operating a diverse fleet of 278 rigs,
including two ultra-deepwater drillships, 12 semisubmersible rigs,
28 jack-up rigs and 18 tender-assisted barge and platform rigs, as
well as 218 land rigs.  Pride also provides a variety of oilfield
services to customers in Argentina, Venezuela, Bolivia and Peru.


PRIMUS TELECOMMS: June 30 Balance Sheet Upside-Down by $464.1 Mil.
------------------------------------------------------------------
PRIMUS Telecommunications Group, Incorporated filed its financial
results for the second quarter ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 9, 2006.

For the three months ended June 30, 2006, the Company incurred a
$219.9 million net loss on $252.3 million of net revenues,
compared to a $44.2 million net loss on $290.6 million of net
revenues in 2005.

At June 30, 2006, the Company's balance sheet showed
$414.3 million in total assets and $878.4 million in total
liabilities, resulting in a $464.1 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $232.2 million in total current assets available to pay
$266.7 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fb6

                           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.

                        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.


RC2 CORP: Earns $9.1 Million in Quarter Ended June 30
-----------------------------------------------------
RC2 Corporation reported $9.1 million of net income for the second
quarter ended June 30, 2006, as compared with $9.8 million in the
year ago second quarter.

Net income for the six months ended June 30, 2006 was
$16.6 million, as compared with $17.6 million for the six months
ended June 30, 2005.  

Net sales for the second quarter increased by 3.6% to
$112.7 million compared with $108.8 million for the second quarter
a year ago.  The net sales increase was attributable to the
increases in the children's toys and infant products categories,
partially offset by a decline in the collectible products
category.

Sales in the children's toys category increased by 19.6%,
primarily driven by the Bob the Builder, John Deere and Thomas &
Friends toy product lines as well as Thomas & Friends and John
Deere ride-ons.  Sales in the infant products category increased
by 10.0%, primarily driven by the Take & Toss(R) toddler self-
feeding system.  As expected, sales in the collectible products
category continued to decrease.

Net sales for the six months ended June 30, 2006 increased by 5.3%
to $216.2 million compared with $205.3 million for the six months
ended June 30, 2005.  The increase was attributable to the sales
increases in the children's toys and infant products categories,
partially offset by a decline in the collectible products
category.

The Company generated strong cash flow and reduced its outstanding
debt by approximately $9 million during the quarter and
approximately $29 million during the first half of 2006.  As of
June 30, 2006, the Company's outstanding debt balance was
$54 million and its cash balances exceeded $14 million.

Curt Stoelting, CEO of RC2 commented, "In the second quarter, we
continued to achieve strong organic sales growth in our children's
toys and infant products categories.  We expect continued growth
in these categories as we introduce new products and expand
distribution in the second half of 2006.  We continue to
experience negative trends in our collectible products category.
We have been right-sizing this category, eliminating products and
product lines that will not generate sustainable profits.  In the
second half of 2006, we expect sales trends to improve, as we
release new products sold in both the chain retail and OEM dealer
channels.

"As expected, our gross margins declined in the current year
quarter due to a shift in product mix and increased input costs
which were only partially offset by price increases.  Additional
2006 price increases will take effect in the third and fourth
quarters.  As we look forward, we expect input cost increases,
especially in our die-cast and resin based products, will continue
to put downward pressure on our gross margins.  We also are
concerned that the economic environment in the second half of 2006
could impact future consumer spending and retailer ordering.

"Despite the current challenges, we remain confident in our long-
term strategy and business model which continues to produce
meaningful earnings and cash flow even in lower volume quarters
and allows us to continue to introduce new products based upon
consumer insights.  These new products coupled with our existing
sustainable branded products should continue to drive organic
growth in 2006 and 2007.  Our 2007 product lines are well
developed and initial consumer and retail customer feedback has
been very positive."

Stoelting concluded, "In the first half of 2006, we reduced our
debt to below $55 million.  Our balance sheet is strong and we
have the financial flexibility to continue to expand our business
and create value for our shareholders."

                        Financial Outlook

The 2006 outlook remains the same as the outlook detailed in the
first quarter earnings release this year.  Net sales for 2005
excluding sold and discontinued product lines totaled
$499.7 million.  From this base level of 2005 net sales, the
Company expects continued sales growth in 2006.  Overall sales
increases are dependent on a number of factors including continued
success and expansion of existing product lines, successful
introductions of new products and product lines and renewal of key
licenses.  Other key factors include seasonality, overall economic
conditions including consumer retail spending and shifts in the
timing of that spending and the timing and level of retailer
orders.

Based on current sales and margin estimates, the Company currently
expects that full year 2006 diluted earnings per share will range
from $2.60 to $2.70.

RC2 Corporation -- http://www.rc2corp.com/-- designs, produces  
and markets innovative, high-quality toys, collectibles, hobby and
infant care products that are targeted to consumers of all ages.
RC2's infant and preschool products are marketed under its
Learning Curve(R) family of brands which includes The First
Years(R) by Learning Curve and Lamaze brands as well as popular
and classic licensed properties such as Thomas & Friends, Bob the
Builder, Winnie the Pooh, John Deere and Sesame Street.  RC2
markets its collectible and hobby products under a portfolio of
brands including Johnny Lightning(R), Racing Champions(R),
Ertl(R), Ertl Collectibles(R), AMT(R), Press Pass(R), JoyRide(R)
and JoyRide Studios(R).  RC2 reaches its target consumers through
multiple channels of distribution supporting more than 25,000
retail outlets throughout North America, Europe, Australia, and
Asia Pacific.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2006,
Moody's Investors Service upgraded ratings on RC2 Corp.'s $154
million senior secured credit facility to Ba2 from Ba3 and
Corporate Family Rating to Ba2 from Ba3.  The ratings outlook is
stable.


READER'S DIGEST: Poor Performance Cues S&P's Negative Rating Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings, including
the 'BB' corporate credit and 'BB-' senior unsecured debt ratings,
on Reader's Digest Association Inc. on CreditWatch with negative
implications.

Pleasantville, New York-based Reader's Digest is a leading direct
marketer of books.  Total debt as of the company's fiscal year-end
at June 30, 2006, was $695 million.

"The CreditWatch listing follows the company's reduced
profitability, higher debt leverage, and modestly negative
discretionary cash flow in the fiscal year," said Standard &
Poor's credit analyst Hal F. Diamond.

The company has also provided guidance of significantly higher
operating losses in the seasonally weak fiscal first quarter,
ending Sept. 30, 2006.

Standard & Poor's expects that downgrade potential of the
corporate credit rating would be limited to one notch, to 'BB-'.


ROBERT CHAPMAN: Case Summary & 12 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Robert Stephen Chapman
        aka Bob Chapman
        5107 29th Avenue South
        Gulfport, Florida 33707

Bankruptcy Case No.: 06-04044

Chapter 11 Petition Date: August 8, 2006

Court: Middle District of Florida (Tampa)

Judge: Paul M. Glenn

Debtor's Counsel: Daniel J. Herman, Esq.
                  Pecarek & Herman, Chartered
                  200 Clearwater-Largo Road South, Suite #1
                  Largo, Florida 33770
                  Tel: (727) 584-8161
                  Fax: (727) 586-5813

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
The Peninsula Inn & Spa,      Personal liability        $875,000
Inc.                          for corporate debt
Florida Corp.                 - third mortgage
310 Foothill Road
Gardnerville, NV 89460

Royal Indemnity Company       Personal guaranty         $800,000
aka Royal Sunalliance USA     on corporate debt
Attn: Dennis Cahill
9300 Arrowpoint Boulevard
Charlotte, NC 28273

Bayway Investment Fund        Personal guaranty         $450,000
General Partnership           for corporate debt
6100 51st Street South        - first mortgage
Saint Petersburg, FL 33715

Pinellas County Community     Personal liability        $382,000
Development                   for corporate debt
600 Cleveland Street,         - second mortgage
Suite 800
Clearwater, FL 33755

James, McElroy & Diehl, P.A.  Legal services            $175,000

MBNA America Bank, NA         Credit card               $121,000

Powell, Carney, Gross,        Legal services             $50,000
Maller, Ramsey

Ocean Reef Club, Inc.         Litigation                 $40,000

Chase Bank USA, N.A.          Credit card                $20,914

GE Capital                    Purchase of air             $6,930
                              conditioning system

American Express              Credit card                 $3,981

Citibank                      Credit card                 $2,107


ROUGE INDUSTRIES: Seeks to Extend Plan-Filing Deadline to Oct. 16
-----------------------------------------------------------------
Rouge Industries, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to extend:

       a) until Oct. 16, 2006, their exclusive period to file a
          Plan of Reorganization; and  

       b) until Dec. 18, 2006, their period to solicit acceptances
          of any Plan of Reorganization.

The Debtors have been granted nine prior extensions of their
exclusive plan-filing and solicitation periods.

The Debtors tell the Court that one of the remaining impediments
to advancing the Plan process has been the outcome of pending
litigation against Ford Motor Company.  Ford asserts liens and
interests purportedly securing in excess of $80 million of the
Debtors obligations.

The Debtors have used the exclusive period extensions to negotiate
a settlement with Ford.  The Court will consider approval of the
proposed settlement with Ford at the omnibus hearing scheduled on
Aug. 21, 2006.  The Debtors expect to file a Plan once the Ford
settlement is approved.

Headquartered in Dearborn, Michigan, Rouge Industries, Inc., an
integrated producer of flat-rolled steel, filed for chapter 11
protection on October 23, 2003 (Bankr. D. Del. Case No. 03-13272).  
Donna L. Harris, Esq., Robert J. Dehney, Esq., Eric D. Schwartz,
Esq., Gregory W. Werkheiser, Esq., and Alicia B. Davis, Esq., at
Morris, Nichols, Arsht & Tunnell represent the Debtors in their
restructuring efforts.  Kurt F. Gwynne, Esq., Claudia Z. Springer,
Esq., and Paul M. Singer, Esq., at Reed Smith LLP, serve as
counsel to the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$558,131,000 in total assets and $558,131,000 in total debts.  On
Dec. 19, 2003, the Court approved the sale of substantially all of
the Debtors' assets to SeverStal N.A. for $285.5 million.  The
Asset Sale closed on Jan. 30, 2005.


SATELITES MEXICANOS: Court to Closes Section 304 Proceeding
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
at the behest of Satelites Mexicanos, S.A. de C.V's foreign
representative, Sergio Autrey Maza, closed the Debtor's proceeding
under Section 304 of the Bankruptcy Code.

The Debtor commenced the Sec. 304 case on August 4, 2005, as an
ancillary proceeding to the concurso mercantil proceeding in
Mexico.  

In February 2006, the Debtor reached a restructuring agreement
with the ad hoc committees of holders of the Debtor's 10-1/8%
Unsecured Senior Notes due November 1, 2004, and Senior Secured
Floating Rate Notes due June 30, 2004; Loral Skynet Corporation;
Principia S.A. de C.V.; and Servicios Corporativos Satelitales,
S.A. de C.V., a wholly owned subsidiary of Firmamento Mexicano,
S. de R.L. de C.V., a joint venture by Loral and Principia.

The Restructuring Agreement provides for a global restructuring
of the Debtor's Senior Secured Notes, Existing Bonds, Existing
Preferred Stock and Existing Common Stock, pursuant to a
restructuring plan in the Concurso Proceeding.

The Second Federal District Court for Civil Matters for the
Federal District of Mexico City approved the Concurso Plan on
July 14, 2006.  The Consuro Plan Order became final and non-
appealable on July 31, 2006.  Accordingly, on July 31, the
Concurso Proceeding terminated.

Under the terms of the Restructuring Agreement, the Supporting
Parties agreed to implement the restructuring through confirmation
of a Chapter 11 plan of reorganization for the Debtor in a case to
be commenced before the U.S. Bankruptcy Court.

Accordingly, the Debtor filed on August 11, 2006, a voluntary
Chapter 11 petition along with, among other things, a proposed
plan of reorganization, embodying the terms of the Restructuring
Agreement.

Because the Concurso Proceeding is closed and the Debtor has filed
a Chapter 11 petition, there is no longer any need for the
ancillary case to protect the Debtor's assets during the
administration of the Concurso Proceeding, Luc A. Despins, Esq.,
at Milbank, Tweed, Hadley & McCloy LLP, in New York, explains.

"The administration of Satmex's estate by the Mexican Bankruptcy
Court in the Concurso Proceeding is completed," Mr. Despins said.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Gets Interim Access to Cash Collateral
-----------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York allowed Satelites Mexicanos, S.A.,
on an interim basis, to use the Cash Collateral and provide
adequate protection to Citibank.

Prior to filing for chapter 11 protection, the Debtor obtained
financing from:

                             Amount Outstanding  Approx. No. of
   Type of Debt Security      On Petition Date   Record Holders
   ---------------------     ------------------  --------------
   Senior Secured Floating     $203,388,000       Less than 50
   Rate Notes due
   June 30, 2004

   10-1/8% Unsecured           $320,000,000       Less than 50
   Senior Notes due
   November 1, 2004

The Senior Secured Notes are guaranteed by Firmamento Mexicano,
S. de R.L. de C.V., a joint venture between Loral SatMex Ltd.,
and Principia S.A. de C.V., and Servicios Corporativos
Satelitales, S.A. de C.V., a wholly owned subsidiary of
Firmamento, by a pledge (guaranty trust) of Firmamento's equity in
Servicios and a pledge (guaranty trust) of 6,675,000 shares of the
Satmex common stock held by Servicios.

Servicios owns 7,500,000 shares of the Existing Common Stock,
which represents 70.71% of the economic interests and 100% of the
voting interests in the Debtor.

The Senior Secured Notes matured on June 30, 2004, and the Debtor
did not repay the principal amounts due, but continued to pay
certain interest post-maturity until April 2005.

The Existing Bonds rank pari passu in right of payment with all of
the Debtor's existing and future senior unsecured obligations, and
are senior in right of payment to all of the Debtor's future
subordinated indebtedness.

The Existing Bonds matured on November 1, 2004, and the Debtor did
not repay all amounts due.

Citibank, N.A., serves as the trustee with respect to the Senior
Secured Notes pursuant to an indenture, dated March 4, 1998.

The Bank of New York is the trustee with respect to the Existing
Bonds pursuant to an indenture, dated February 2, 1998.

                         Cash Collateral

To secure its Prepetition Senior Secured Note Obligations, the
Debtor granted liens and security interests to Citibank, for the
benefit of the Senior Secured Noteholders, in all of the Debtor's
assets, including the Orbital Concessions.  Accordingly, the
Debtor's cash, including cash in its deposit accounts, constitutes
Citibank's cash collateral within the meaning of Section 363(a) of
the Bankruptcy Code.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, relates that the Debtor did not have a bank borrowing
facility prior to the Petition Date; rather, it operated its
business with capital generated through its operations.
Consequently, Mr. Despins said, the Debtor does not have available
sources of working capital and financing to carry on the operation
of its business without the use of the cash collateral.

"Satmex's ability to maintain business relationships with its
vendors, suppliers and customers and to meet payroll and other
operating expenses is essential to Satmex's continued viability
and the value of its business as a going concern," Mr. Despins
tells Judge Drain.  "In the absence of the use of the Cash
Collateral, the continued operation of Satmex's business would not
be possible, and serious and irreparable harm to Satmex and its
estate would occur."

Citibank has agreed to permit the Debtor to use the prepetition
collateral, including the cash collateral, pursuant to the terms
and conditions set forth in an interim agreed order.

The Debtor proposes to grant Citibank adequate protection liens on
its assets and a superpriority claim with priority over all
administrative expense claims and unsecured claims against its
estate.

Mr. Despins explains that the Adequate Protection Liens will
protect Citibank from any diminution in the value of its interest
in the prepetition collateral, whether resulting from the use of
Cash Collateral, the imposition of the automatic stay,
depreciation, use, sale, loss, decline in market price or
otherwise.

The Adequate Protection Liens and Superpriority Claim will:

   -- be subject to a Carve-Out for professional fees and
      expenses not to exceed $2 million; Bankruptcy Court Clerk
      fees; and U.S. Trustee fees payable under 28 U.S.C. Section
      1930(a);

   -- not extend to the proceeds of any avoidance actions under
      Chapter 5 of the Bankruptcy Code; and

   -- not be paid from the proceeds of any Avoidance Actions.

The Debtor will also pay Citibank's reasonable fees and costs due
postpetition, including fees and expenses of the Trustee's
attorneys and financial advisors.  None of the Adequate Protection
Payments will be subject to Court approval.

The Debtor's use of the Cash Collateral may be terminated in the
event, among others:

   (1) The Debtor obtains an order (i) challenging, priming or
       subordinating Citibank's claims, liens or security
       interest or (ii) to assert any claim against Citibank;

   (2) The Debtor's Chapter 11 case is dismissed or converted to a
       Chapter 7 case; a Chapter 11 or Chapter 7 trustee is
       appointed; or a reorganization or liquidation case under
       Mexican law is commenced; and

   (3) The Debtor seeks to obtain senior credit or to surcharge
       the Prepetition Collateral or Postpetition collateral under
       Section 506(c).

The Debtor also asks the Court to require any party seeking to
challenge the validity or priority of Citibank's Prepetition Liens
to file actions within the earlier of:

   -- 45 days following the appointment of a statutory committee,
      if appointed; or

   -- 60 days from the Petition Date for any party-in-interest,
      if no Statutory Committee is appointed.

The Carve-Out and the Cash Collateral may be used for allowed fees
and expenses incurred by a Statutory Committee in investigating
the validity, enforceability, perfection, or priority of the
Prepetition Liens.  The fees and expenses for the investigation,
however, may not exceed $25,000 and all fees and expenses will
reduce the Carve-Out.

The Ad Hoc Existing Bondholders' Committee reserves any right,
should the Restructuring Agreement cease to be in effect or
terminate for any reason other than consummation of the
restructuring, to seek disgorgement of all fees and costs paid to
Citibank or challenge Citibank's liens or Collateral.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 petition on August 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On August 4, 2005, Satmex filed a petition, pursuant to Section
304 of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 1; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SEARS CANADA: Earns $18.1 Million in 2006 Second Quarter
--------------------------------------------------------
Sears Canada Inc. disclosed unaudited second quarter results for
the quarter ended July 1, 2006.  Total revenues for the 13-week
period ended July 1, 2006 were $1.428 billion compared to
$1.522 billion for the 13 weeks ended July 2, 2005, a decrease of
6.2%.  The decrease in revenues was primarily due to the sale of
the Credit and Financial Services operations in the fourth quarter
of 2005.  Same store sales decreased 3.0%.

Net earnings for the second quarter, including non-comparable
items, were $18.1 million, compared to $10.9 million in the same
quarter last year.  Net earnings for the quarter, excluding
non-comparable items, were $27.7 million, compared to
$10.8 million in the quarter last year.

Gross margins for the quarter increased by 150 basis points.  
Total expenses were reduced by 14.1%, approximately 60% of which
are related to the sale of the Credit and Financial Services
operations. Inventory levels were down 2.4%.

The improvement in gross margins over the prior year period
reflects lower promotional discounts, a favorable shift in sales
mix as a higher proportion of sales were realized in the higher
margin categories and channels, reduced inventory shrinkage costs
and the stronger Canadian dollar.

In addition, the quarter's margin rate was positively affected by
a product cost reduction retroactive to the beginning of the year
that was realized in the quarter.

Total revenues for the 26-week period ended July 1, 2006 were
$2.650 billion compared to $2.843 billion for the same period last
year, a decrease of 6.8%. Same store sales decreased 2.8%.

Net earnings for the first six months, including non-comparable
items, were $6.3 million, compared to $24.8 million for the same
period last year.  Net earnings for the six months, excluding non-
comparable items, were $19.5 million, compared to $7 million for
the same period last year.

Gross margins for the first six months increased by 105 basis
points over the same period last year.  Total expenses were
reduced by 13.4%, approximately 60% of which are related to the
sale of the Credit and Financial Services operations.

The Board of Directors will consider the dividend declaration, if
any, at a later date.

Sears Canada -- http://www.sears.ca/-- is a multi-channel  
retailer with a network of 188 corporate stores, 182 dealer
stores, 65 home improvement showrooms, over 1,900 catalogue
merchandise pick-up locations, 107 Sears Travel offices and a
nationwide home maintenance, repair, and installation network.  

                         *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Dominion Bond Rating Service confirmed that the ratings for Sears
Canada Inc. remain "Under Review with Developing Implications", as
majority shareholder Sears Holdings Corporation has not
articulated a clear future financial strategy for Sears Canada.  
DBRS Placed under "Developing BB" the Company's Unsecured
Debentures, Revolving Term Facility and Non-Revolving Term
Facility.


SILICON GRAPHICS: Wants Ernst & Young's Employment as Auditors
--------------------------------------------------------------
Prior to their bankruptcy filing, Silicon Graphics, Inc., and its
debtor-affiliates employed Ernst & Young LLP as their primary
auditors.  

The Debtors had engaged KPMG LLP to replace Ernst & Young in the
course of their bankruptcy case.

Given their previous engagement, Ernst & Young developed
considerable knowledge regarding the Debtors' finances and
operations.  For this reason, the Debtors seek the U.S. Bankruptcy
Court for the Southern District of New York's authority to employ
Ernst & Young, nunc pro tunc to July 3, 2006, to:

    * provide transition services in connection with the Debtors'
      audit; and

    * perform certain post-report review procedures relating to
      the reuse of the firm's prepetition audit report.

Barry Weinert, Esq., vice president and general counsel of
Silicon Graphics, Inc., says the employment of Ernst & Young is
the most cost-effective way to ensure compliance with the
reporting requirements of the U.S. Securities and Exchange
Commission.

Pursuant to the terms of an engagement letter with the Debtors,
Ernst & Young will:

    (a) prepare for, and provide KPMG access to the firm's working
        papers for:

        -- the audit of the Debtors' June 24, 2005, consolidated
           financial statements; and

        -- reviews of the September 24, 2004, December 24, 2004,
           March 25, 2005, September 30, 2005, and December 30,
           2005, interim financial statements, performed in
           accordance with the standards of the Public Accounting
           Oversight Board;

    (b) respond to KPMG's inquiries resulting from their review;
        and

    (c) perform post-report review procedures relating to consent
        to the reuse of Ernst & Young's audit report, dated
        September 15, 2005, in the Debtors' filing of its
        consolidated financial statements for the year ended
        June 30, 2006, on Form 10-K.

Ernst & Young's professionals will be paid based on their
customary hourly rates:

       Partners and Principals                  $690 to $730
       Senior Manager                           $590 to $665
       Manager                                  $495 to $565
       Senior Staff                             $300 to $420
       Staff                                    $240 to $260

The Debtors will reimburse the firm's reasonable, out-of-pocket
expenses.

Rhonda W. Munnerlyn, a partner of Ernst & Young, assures the
Court that her firm is a "disinterested person" as defined in
Section 101(14) of the Bankruptcy Code and as modified by Section
1107(b) of the Bankruptcy Code.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 14; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SOS REALTY: Gets Interim OK to Borrow $169,464 From LBM Financial
-----------------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts in Boston gave an interim order to SOS
Realty LLC to obtain postpetition financing from LBM Financial LLC
for $169,464.66.

The Debtor will use the interim financing to pay:

   -- $11,000 to the City of Boston for prepetition
      real estate taxes,

   -- $59,546 to Framingham Co-operative Bank as required
      adequate protection payment,

   -- $50,000 to Duane Morris, the Debtor's counsel, as
      immediate retainer.

The Debtor wants to borrow a total of $4 million in postpetition
financing from LBM Financial.

The Debtor grants LBM Financial a perfected second priority lien
and mortgage, junior to the existing lien of FCB, on Washington
Grove Condominium, the Debtor's primary asset.

Judge Feeney will convene a final hearing on Sept. 7, 2006, at
11:45 a.m.  Objections to the final approval of the junior
postpetition financing, if any, must be filed on or before
Sept. 5, 2006, at 4:30 p.m.

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.


SPECIALTYCHEM PRODUCTS: Files Schedule of Assets and Liabilities
----------------------------------------------------------------
SpecialtyChem Products, Corp., delivered to the U.S. Bankruptcy
Court for the Eastern District of Wisconsin in Milwaukee its
schedule of assets and liabilities, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property
  B. Personal Property          $11,394,224
  C. Property Claimed
     as Exempt
  D. Creditors Holding
     Secured Claims                                  $8,212,247
  E. Creditors Holding
     Unsecured Priority Claims                          $25,172
  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                          $4,086,006
                                -----------         -----------
     Total                      $11,394,224         $12,323,425

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.


STRATOS GLOBAL: Posts $4.1 Mil. Net Loss in Quarter Ended June 30
-----------------------------------------------------------------
Stratos Global Corp. reported revenue of $139.3 million for the
second quarter ended June 30, 2006, a 50% increase compared with
the $92.7 million achieved in the same quarter of 2005.  This
growth primarily reflected the recently completed Xantic
acquisition, which was consolidated with Stratos beginning
Feb. 14, 2006.

The Corporation also reported a net loss of $4.1 million for the
second quarter of 2006, compared with net earnings of $400,000
reported for the same period last year.  Results for the second
quarter of 2006 were negatively impacted by $400,000 associated
with severance costs related to the integration of Xantic and by
the non-cash, after-tax amortization of customer relationship
intangibles of $1.9 million related to the Xantic and Plenexis
acquisitions.

Second quarter 2005 results were adversely impacted by
$1.6 million resulting from an unfavorable lower court decision
and by non-cash, after-tax amortization of customer relationship
intangibles of $400,000 related to the Plenexis acquisition.

Excluding these items, the Corporation reported an adjusted net
loss for the quarter of $1.8 million, compared with adjusted net
earnings of $2.4 million, the second quarter a year-ago.  The
lower results in the second quarter of 2006 reflect higher
interest expense associated with the debt financing of the Xantic
acquisition.

In the Mobile Satellite Services business, revenue increased by
75% to $108.3 million in the second quarter of 2006, as compared
to the second quarter of 2005, reflecting increased revenue
resulting from the Xantic acquisition.  Revenue in the Broadband
division was $31 million in the second quarter of 2006, a 1%
increase over the same quarter a year ago.

"While our second quarter financial results continue to be
impacted by the challenging fundamentals affecting our sector as a
whole, we are pleased with the progress made on a number of
important fronts," said Jim Parm, Stratos president and chief
executive officer. "The integration of Xantic into our MSS
business is proceeding extremely well and has resulted in our
identifying additional synergies.  As a result, we have increased
our synergy estimate to $25-30 million annually, from our original
estimate of $20-25 million.  We now expect to reach the full run
rate by the second half of next year, a full six months ahead of
our original timetable."

Mr. Parm added, "In the Broadband business, we continued to make
progress in customer acquisition and are continuing to pursue an
attractive array of new opportunities.  The signing of a five-
year, $19 million contract with Apache Corporation is one example
of the progress we are making in positioning our Broadband
business for the future."

He concluded, "On a broader front, we are taking steps to increase
profitability through targeted price increases in both our
Broadband and MSS businesses.  We also are conducting a focused
review of our operating costs.  We expect these activities will
lead to improved profitability beginning in the latter part of
this year.  Looking to the second half, we anticipate improvement
in operational earnings as we drive increased growth in revenue,
earn greater volume discounts from Inmarsat, and begin to realize
other cost synergies from the Xantic integration and our cost
structure review."

For the first six months of 2006, the Corporation achieved revenue
of $258.6 million, a 40% increase compared with $185.2 million in
the first half of 2005.  The Corporation reported a net loss for
the first half of 2006 of $28.9 million, compared with net
earnings of $3.9 million for the same period a year ago.

                           About Stratos

Stratos Global Corporation -- http://www.stratosglobal.com/--  
provides a wide range of advanced mobile and fixed-site remote
communications solutions for users operating beyond the reach of
traditional networks.  With its owned-and-operated infrastructure
and extensive portfolio of industry-leading satellite and
microwave technologies (including Inmarsat, Iridium, Globalstar,
MSAT, VSAT, and others), Stratos serves the voice and high-speed
data connectivity requirements of a diverse array of markets,
including government, military, energy, industrial, maritime,
aeronautical, enterprise, media and recreational users throughout
the world.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Standard & Poor's Ratings Services lowered its long-term corporate
credit rating on Stratos Global Corp. to 'B+' from 'BB-' following
Stratos' announcement to issue up to $270 million in bank debt and
$150 million in senior unsecured notes, with proceeds used to
acquire Xantic B.V. and repay its existing credit facilities.  In
addition, Standard & Poor's assigned its 'B-' rating to Stratos'
$150 million senior unsecured notes due 2013.

As reported in the Troubled Company Reporter on Jan. 16, 2006,
Moody's Investors Service lowered the Corporate Family and Senior
Secured ratings of Stratos Global Corporation to B1 from Ba2 and
assigned a B2 rating to Stratos' Senior Unsecured Notes issue.
Moody's also affirmed the company's SGL-3 speculative grade
liquidity rating.  The outlook is stable.


STRIKEFORCE TECHNOLOGIES: Inks $125,000 Security Purchase Pact
--------------------------------------------------------------
Strikeforce Technologies, Inc., entered into a Securities Purchase
Agreement with the purchasers named therein, pursuant to which the
Company agreed to issue and sell to the Purchasers an aggregate of
$125,000 in units.

Each of the unit is comprised of a $25,000 Promissory Note, which
bears interest at the rate of 12% per annum, and matures in six
months from the closing date, with the interest payable in advance
on the closing date; and 250,000 shares of the Company's common
stock, par value of $0.0001 per share.

The Company disclosed that, it is in the process of finalizing the
documents to issue an additional unit of $25,000 pursuant to the
private placement and that it has agreed to file a registration
statement to register the Shares for sale by the Purchasers within
six months following the closing.

The Company also disclosed that, in connection with receiving a
consent to permit the completion of the Private Placement from the
holders of certain existing convertible debentures of the Company
with an aggregate principal balance of approximately $1.9 million,
the Company and the holders agreed that the Fixed Price at which
such debentures are convertible into shares of common stock of the
Company would be reduced to $0.085.  Such debentures are
convertible into shares of common stock of the Company at the
lower of the Fixed Price and an amount equal to 80% of the lowest
volume weighted average price of the Company's common stock for
the last five trading days immediately preceding the conversion
date.

A text-copy of the Securities Purchase Agreement, Form of
Promissory Note and Investor Registration Rights Agreement may be
viewed at no charge at http://ResearchArchives.com/t/s?fbf

Headquartered in Edison, New Jersey, StrikeForce Technologies,
Inc. -- http://www.sftnj.com/-- provides total identity assurance  
solutions to both industry and government.  Its main product is
ProtectID(TM) -- a "hack proof" authentication solution that
guards both businesses and consumers from phishing, keylogging,
malware, spyware and other identity attacks and scams.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on June 15, 2006,
Massella & Associates, CPA, PLLC, in Syosset, New York, raised
substantial doubt about Strikeforce Technologies' ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's recurring
losses from operations, di minimis revenues and working capital
deficiency.


SURVEYORS INSTRUMENT: Case Summary & 20 Unsecured Creditors
-----------------------------------------------------------
Debtor: Surveyors Instrument Company, Inc.
        8303 Knight Road
        Houston, Texas 77054

Bankruptcy Case No.: 06-33853

Type of Business: The Debtor sells equipments and supplies
                  to contractors and surveyors.  Surveyors
                  Instrument' products range from wood stakes,
                  safety equipment and measuring wheels, to
                  hand tools and marking products.  Surveyors
                  Instrument also has a factory-authorized repair
                  facility to service a broad range of instruments
                  and lasers.  See http://www.surveygear.com/

Chapter 11 Petition Date: August 7, 2006

Court: Southern District of Texas (Houston)

Judge: Marvin Isgur

Debtor's Counsel: Peter Johnson, Esq.
                  Law Offices of Peter Johnson
                  11 Greenway Plaza
                  2820 Aim Investments Tower
                  Houston, Texas 77046
                  Tel: (713) 961-1200
                  Fax: (713) 552-1433

Total Assets: $444,779

Total Debts:  $1,429,605

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Bank of Texas                 Loan                      $413,522
5320 Bellaire Boulevard       Value of collateral:
Bellaire, TX 77401            $267,230

Topcon Positioning Systems    Trade debt                $188,943
7400 National Drive
Livermore, CA 94551


Sokkia Credit Corporation     Trade debt                $116,522
16900 West 118th Terrace
Olathe, KS 66061

Pentech Finanical             Trade debt                $107,663

CST/berger                    Trade debt                $104,993

Hartman Management, Co.       Trade debt                $102,497

Topcon Positioning Systems    Trade debt                 $99,271

Pro-Stake, Inc.               Trade debt                 $45,048

Space City Credit Union       Trade debt                 $28,452

GMAC-04 Chevy P/Up            Trade debt                 $24,014
                              Value of collateral:
                              $10,369

GMAC-05-Chevy Flat Bed        Trade debt                 $21,469
                              Value of collateral:
                              $14,883

Sokkia                        Trade debt                 $19,636

Trimble Financial Services    Trade debt                 $19,461

GMAC-03-Avalanche             Trade debt                 $17,918
                              Value of collateral:
                              $11,058

Trimble Financial Services    Trade debt                 $17,508

GMAC-03-P/Up                  Trade debt                 $17,049
                              Value of collateral:
                              $10,484

Tripod Data Systems, Inc.     Trade debt                 $14,521

Holly Hall Industrial Park    Miscellaneous              $11,312
of Harris County

Hayes Instrument Co., Inc.    Trade debt                  $8,976

Brunson                       Trade debt                  $5,452


TEX STAR: Judge Isgur Extends Bar Date to September 12
------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston extended the time for
creditors to file proofs of claim against Tex Star Can, LLC, to
Sept. 12, 2006.

Nancy L. Holley, Esq., the United States Trustee for Region 7,
said that the Debtor does not oppose the extension.

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  Michael J. Eddy at General Capital Partners, LLC,
gives financial advice to the Debtor.  When the Debtor filed for
protection from its creditors, it estimated assets between $10
million and $50 million and estimated debts between $1 million and
$10 million.


TEX STAR: Court OKs General Capital Partners as Financial Advisor
-----------------------------------------------------------------
The Honorable Marvin Isgur of the U.S. Bankruptcy Court for the
Southern District of Texas in Houston authorized Tex Star Can,
LLC, to employ General Capital Partners, LLC, as its financial
advisor.

GCP will:

   (a) prepare a program, which may include marketing the Debtor's
       assets through newspapers, magazines, journals, letters,
       fliers, signs, telephone solicitation, or other methods as
       GCP may deem appropriate;

   (b) prepare advertising letters, fliers, and similar sales
       materials, which would include information regarding the
       assets;

   (c) endeavor to locate parties who may have an interest in
       acquiring or refinancing the assets;

   (d) circulate materials to interested parties regarding the
       assets after completing confidentiality documents with
       those interested parties.  The Debtor gives GCP the right
       to execute and modify confidentiality agreements on the
       Debtor's behalf;

   (e) respond, provide information to, communicate and negotiate
       with, and obtain offers from interested parties, and
       recommend to the Debtors as to whether or not a particular
       offer should be accepted.

   (f) communicate regularly with the Debtor in connection with
       the status of GCP's efforts with respect to the disposition
       of the assets.

Michael J. Eddy, a managing director at GCP, disclosed that the
Firm will be paid a fixed monthly fee of $7,500.

GCP will receive a transaction fee of 5% of gross value if it
completes a transaction after July 15, 2006.

Mr. Eddy assures the Court that GCP does not have any interest
adverse to the Debtor, its creditors or any party-in-interest, and
is disinterested as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in College Station, Texas, Tex Star Can, LLC, filed
for chapter 11 protection on Apr. 3, 2006 (Bankr. S.D. Tex. Case
No. 06-31395).  Lawrence J. Maun, Esq., at Lawrence J. Maun, P.C.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated assets between $10 million and $50 million
and estimated debts between $1 million and $10 million.


TOWER AUTOMOTIVE: Unit to Sell Milwaukee Facility For $2 Million
----------------------------------------------------------------
Tower Automotive Products Company, Inc., Tower Automotive,
Inc.'s debtor-affiliate, seeks the U.S. Bankruptcy Court for
the Southern District of New York's authority to enter into a
purchase agreement with Gerald Blomberg for the sale of its East
Milwaukee Facility located in and around Milwaukee, Wisconsin,
for $2,000,000, in cash.

As the expected proceeds from the proposed asset sale exceed
$1,000,000, the sale is not subject to the Court's order
authorizing and approving expedited procedures for the sale
or abandonment of de minimis assets, Anup Sathy, Esq., at
Kirkland & Ellis LLP, in Chicago, Illinois, tells the Court.

                          The Facility

The East Milwaukee Facility is a manufacturing facility located
on 86 acres of land in an industrial park located at and around
3500 West Capitol Drive, in Milwaukee.  The Facility contains on-
site improvements totaling 2,150,290 square feet.  The 86-acre
Facility is part of a larger, 148-acre parcel of land, which is
also owned by the Debtors, Mr. Sathy says.  The Debtors acquired
the Property as part of their acquisition of the automotive
products group A.O. Smith Corporation in 1997.  The Facility
was primarily engaged in stamping and frame assembly.

Mr. Sathy relates that, in early 2005, in connection with the
Debtors' overall restructuring strategy to reduce fixed costs by
reducing and consolidating their operating locations, TAPC
determined that the work being performed at the Facility could be
better accommodated in existing floor space at TAPC's other
manufacturing plants.  Thus, the decision was made to relocate to
other facilities.  On March 31, 2006, TAPC ceased all operations
at the Facility.

TAPC submits that the sale of the East Milwaukee Facility is
highly favorable and is in the best interest of their estate and
creditors, among others, because:

    * the Facility is inactive and obsolete;

    * it will eliminate hundreds of thousands in annual
      maintenance costs and taxes;

    * it will generate significant proceeds;

    * it will allow TAPC to rid itself of the burdensome and
      costly environmental remediation associated with the
      Facility; and

    * TAPC neither manufactures any products at the Facility, nor
      does it intend to manufacture any products at the Facility
      in the future.

The estimated monthly costs associated with holding the inactive
Facility are approximately $25,000 per month, Mr. Sathy says.
The Facility also requires substantial environmental remediation,
including the removal of asbestos.

                      Mr. Blomberg's Offer

Despite an extensive marketing campaign performed by The Dickman
Company, Inc., as TAPC's broker, Mr. Blomberg made the only firm
offer for the Facility.  Mr. Blomberg's initial offer was for
$1,800,000 and the assumption of all environmental liabilities
associated with the Facility.  Over the course of negotiations,
Mr. Blomberg increased the cash component of his bid to
$2,000,000, and also agreed to post a $1,000,000 letter of credit
to secure his obligations to remediate the Facility.

TAPC determined that Mr. Blomberg's offer presented the best
opportunity to realize substantial value for the Facility.  The
environmental remediation confers substantial value to TAPC given
the significant degree to which environmental issues have
impaired the value of the Facility.

Pursuant to a purchase agreement and a listing agreement with
Dickman Company, upon closing of the sale, TAPC is responsible
for paying a one-time fee to Dickman Company equal to 4% of the
Purchase Price in consideration for Dickman Company's
postpetition marketing services in connection with the Facility.

Hence, the TAPC submits that the circumstances surrounding its
efforts to market and sell the Facility warrant approval of the
sale to Mr. Blomberg without requiring an independent auction
process.  TAPC believes it unlikely that there would be a higher
bidder than Mr. Blomberg.

Immediate execution of the Purchase Agreement is the best way to
realize value on account of the Facility and to avoid the costs
associated with retaining the Facility, Mr. Sathy says.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).


TOWER AUTOMOTIVE: Goldman Sachs Wants Claims Objection Overruled
----------------------------------------------------------------
Goldman Sachs Credit Partners, L.P., asks the U.S. Bankruptcy
Court for the Southern District of New York to overrule Tower
Automotives, Inc.'s supplemental objection to Claim Nos. 6559,
6560, 6561 and 6562 because the Debtors did not object to
the Claims in their original objection, and the Debtors
expressly excluded the Claims from their motion for partial
summary judgment.

H. Rowan Gaither IV, Esq., at Richards Spears Kibbe & Orbe LLP,
in New York, tells the Court that there is no basis for the
Debtors' contention that GSCP had received "notice" of objections
to the Claims.

To the contrary, Mr. Gaither says, the Debtors' motion for
partial summary judgment filed on July 14, 2006, with regard to
the R.J. Tower Guarantee Claims, addressed two of GSCP's claims.
In their memorandum of law, the Debtors expressly represented
that their motion did not address Claim Nos. 6559, 6560, 6561
and 6562.

The supplemental objection was also filed three business days
before the hearing on the Debtors' pending motion for partial
summary judgment, Mr. Gaither recounts.

The Debtors' efforts to backdate their supplemental objection to
the Claims are expressly prohibited under Rule 3007 of the
Federal Rules of Bankruptcy Procedure, Mr. Gaither reminds Judge
Gropper.  Under Rule 3007, the Debtors are required to file a
written objection to the Claims at least 30 days before a hearing
on the claims to provide GSCP an opportunity to prepare and file
a response in regard to those specific claims.

There is also an ongoing discovery between the Debtors and GSCP
that is applicable to Claim Nos. 6559 and 6560, which GSCP filed
against Tower Automotive Products Company, Inc.  This renders any
request brought with respect these two claims as premature, Mr.
Gaither notes.

To the extent that the supplemental objection is deemed by the
Court to be a newly filed objection to the Claims, GSCP requests
allowance of time, permitted under Rule 3007, to respond to the
Claims.  GSCP further reserves its right to submit a full
response to any objections in accordance with applicable rules.

                   About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and  
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 41; Bankruptcy Creditors' Service, Inc.,  
http://bankrupt.com/newsstand/or 215/945-7000).


TRANSMETA CORP: Incurs $8.5 Million Net Loss in Second Quarter
--------------------------------------------------------------
Transmeta Corporation filed its financial results for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Aug. 9, 2006.

For the three months ended June 30, 2006, the Company incurred a
$8.5 million net loss on $9.3 million of net revenues, compared to
$6.8 million of net income on $24.7 million of net revenues in
2005.

                  Liquidity and Capital Resources

Except for the second, third and fourth quarters of 2005, the
Company has historically reported negative cash flows from our
operations because the gross profit, if any, generated from its
product revenues and its license and service revenues has not been
sufficient to cover the Company's operating cash requirements.  
From its inception in 1995 through the second quarter of 2006, the
Company incurred a cumulative loss aggregating $665.7 million,
which included net losses of $6.2 million in fiscal 2005, $106.8
million in fiscal 2004 and $87.6 million in fiscal 2003, which
losses have reduced stockholders' equity to $51.9 million at June
30, 2006.

While the Company has improved its financial results and financial
position since its restructuring on March 31, 2005, the Company
expects to report net losses and negative net cash flows during
the last two quarters of fiscal 2006.  The Company is maintaining,
and in some cases increasing, its current resource spend rates
while seeking additional licenses of its LongRun2 technology,
sales of its 90 nanometer Efficeon products, and additional
engagements to provide development and design services.

At June 30, 2006, the Company had $52.2 million in cash, cash
equivalents and short-term investments compared to $46.6 million
in cash, cash equivalents and short-term investments for the same
period in 2005.  The Company leases its facilities under non-
cancelable operating leases expiring in 2008.

                           Restructuring

During the three and six months ended June 30, 2006, the Company
recorded $100,000 and $200,000 of restructuring charges,
respectively, compared to $46,000 and $1.4 million in the same
periods of fiscal 2005.  The additional restructuring charges in
the first three and six months of fiscal 2006 were related to
facilities charges resulted from revisions to out estimates of
future sublease income due to the prolonged recovery of the
applicable real estate market.  The restructuring charge in the
first three and six months of 2005 resulted from the Company's
strategic restructuring plan to focus its ongoing efforts on
licensing its advanced technologies and intellectual property,
engaging in engineering services opportunities and continuing its
product business on a modified basis.  This restructuring charge
consisted primarily of workforce reduction costs for termination
and transition benefits for approximately 65 employees.

                        Going Concern Doubt

Ernst & Young LLP expressed substantial doubt about Transmeta
Corporation's ability to continue as a going concern after it
audited the Company's financial statement for the fiscal year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses from operations.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fb3

                    About Transmeta Corporation

Transmeta Corporation -- http://www.transmeta.com/-- develops and  
licenses innovative computing, microprocessor and semiconductor
technologies and related intellectual property.  Founded in 1995,
Transmeta first became known for designing, developing and selling
its highly efficient x86-compatible software-based
microprocessors, which deliver a balance of low power consumption,
high performance, low cost and small size suited for diverse
computing platforms.  The Company also develops advanced power
management technologies for controlling leakage and increasing
power efficiency in semiconductor and computing devices.


TRUMP ENTERTAINMENT: Incurs $4.9 Mil. Net Loss in Second Quarter
----------------------------------------------------------------
Trump Entertainment Resorts, Inc., reported its operating results
for the second quarter and six months ended June 30, 2006.  The
Company's loss from continuing operations was $4.9 million for the
quarter ended June 30, 2006 and $14.7 million for the six months
ended June 30, 2006.

As a result of the Company's reorganization completed on May 20,
2005 and the application of freshstart accounting principles, the
financial results for 2005 are presented separately for the
Predecessor Company (through May 19, 2005) and the Reorganized
Company (period from May 20, 2005 through June 30, 2005).  As
such, the financial statements for the quarter and six months
ended June 30, 2006, are not comparable to the results for a
similar period in 2005, except for the purpose of comparing
property level operating performance.

For purposes of comparing operating performance, the Company
combined the 2005 results for the Predecessor Company and the
Reorganized Company data for the three and six month periods ended
June 30, 2005, as the Company believes it provides the best
comparison for the respective periods.  

The Company reported Adjusted EBITDA of $44.4 million on net
revenues of $256.0 million in the second quarter of 2006 compared
to Adjusted EBITDA of $42.7 million in 2005 on net revenues of
$246.1 million for the Predecessor Company and the Reorganized
Company combined in the second quarter of 2005.  Before corporate
and other expenses, three operating properties reported Adjusted
EBITDA of $50.5 million in the second quarter of 2006 compared to
Adjusted EBITDA of $46.9 million in 2005 for the Predecessor
Company and the Reorganized Company.

Mark Juliano, the Company's Chief Operating Officer, commented,
"As a Company, we are continuing to alter our marketing programs
and operations to focus on growing revenue profitability, and we
believe the changes have produced significant results in both
reaching higher value customers and eliminating much of our
unprofitable business.  During the second quarter, net revenues
grew at the Taj Mahal and remained stable to slightly decreased at
the Plaza and the Marina, as we experienced property level flow
through of $3.6 million in adjusted EBITDA on incremental net
revenue of $9.9 million resulting in a 60 basis point increase in
property level adjusted EBITDA margins.  In the first half of the
year we were able to increase cash room revenues by $3.6 million,
a 44.0% increase over last year.  

"Going forward, we are focused on adjusting our offers to mid-tier
customers to continue to increase our occupancy and redemption
rates, and we believe our upcoming technology upgrades will give
us the tools to successfully accomplish this goal.  We believe
that the completion of our Company-wide data warehouse and the
implementation of a hotel yield management system in the third
quarter will provide the necessary infrastructure to improve net
revenues and EBITDA across all three of our properties.  The
trends were positive at all three properties as the second quarter
ended.  It is unfortunate that the state-imposed casino shutdown
briefly halted that momentum.  We estimate the Company-wide impact
of this action will cause our net revenue in July to be
approximately 6.0% less than July 2005.  We are hopeful that
legislative action will prevent this type of closure from
happening again."

The Company reported corporate and other costs of $8.8 million
for the second quarter of 2006 compared to $4.6 million in 2005.
Comparable corporate and other costs for the second quarter
of 2005 are before consideration of reorganization costs of
$50.5 million and $8.0 million for 10 year warrants issued to
Mr. Trump in connection with a services agreement.  The increase
of $4.2 million in corporate and other costs to $8.8 million in
the second quarter of 2006 is a result of $1.4 million in expense
related to stock based compensation, increased legal expenses and
development costs of $1.9 million and $0.9 million for other
corporate expenses.

In addition to the mentioned items, as a result of the Company's
reorganization effective in May 2005, the comparability of its
operating results from continuing operations for the second
quarter ended June 2006 versus the second quarter ended June 30,
2005 were impacted by these items:

   1. Overall interest expense decreased $13.9 million from
      $46.5 million for the quarter ended June 30, 2005 to
      $32.6 million for the quarter ended June 30, 2006, due to
      the decreased debt levels and interest rates.

   2. Subsequent to its reorganization, the Company recorded a
      minority interest benefit related to its continuing
      operations of, $1.7 million for the three months ended
      June 30, 2006 compared to $2.7 million for the period from
      May 20, 2005 through June 30, 2005.

   3. Depreciation expense decreased $1.5 million for the three
      month period ended June 30, 2006 compared to the period
      ended June 30, 2005 due to the write-down of net fixed
      assets during 2005 to reflect fresh-start accounting.

James B. Perry, Chief Executive Officer and President, added, "I
believe that we have made significant progress in the turnaround
of our business during the year I have served as the Company's
CEO.  As we indicated last year, such a turnaround requires at
least an 18-month to two-year process, necessitating the continued
diligence of our management team and employees.  Today, I believe
that we are on track to accomplish our goal of reaching industry-
average margins during the second half of 2007.

"Our renovation and development plans for Atlantic City continue
to move forward.  At the Trump Taj Mahal, the construction of the
new, nearly 800-room hotel tower has officially commenced.
Additionally, we have recently announced the opening of several
new amenities at the Taj Mahal including EGO Bar and Lounge on the
casino floor, a new Asian gaming area, The Rim noodle bar and a
new retail outlet, Trump Exchange.  Further, the promenade
renovation project, which will reinvent the entrance experience to
the Taj Mahal from the parking garage, is underway and several new
venues will open throughout the summer.

"The extensive casino floor renovations at Trump Plaza were
completed in June, ending the construction disruption that
impacted the Plaza's results.  We are currently developing plans
for Phase II of our renovation projects, including a master plan
for Trump Marina, and expect we will have an announcement before
the end of the year.  In addition to our Atlantic City development
progress, we continue to pursue opportunities to introduce the
Trump brand to other gaming markets and to diversify our cash
flows.  We believe that our recent option for additional acreage
for our proposed Trump Street facility in Philadelphia makes our
proposal to the Pennsylvania Gaming Control Board both stronger
and more compelling, and we continue to be excited about the
prospect of a casino in Philadelphia.  The recent legislative
action in Rhode Island has ended our efforts in the Town of
Johnston, as the state government has acted to preclude an open
bidding process for a gaming license.  The addition of a senior
development professional to coordinate existing and future
opportunities in non-Atlantic City gaming markets remains a
priority for the Company."

The Company reported that as of June 30, 2006 it had cash of
$152.9 million excluding $46.1 million of cash restricted in use
by the agreement governing the sale of Trump Indiana.  The Company
indicated that debt had decreased by $18.6 million since December
31, 2005 to $1,419.4 million at June 30, 2006.  Capital
expenditures through June 30, 2006 were approximately
$54.2 million and the Company expects capital expenditures for the
rest of 2006 to be approximately $100.0 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?fc1

Headquartered in Atlantic City, New Jersey, Trump Hotels & Casino
Resorts, Inc., nka Trump Entertainment Resorts, Inc. --
http://www.thcrrecap.com/-- through its subsidiaries, owns and   
operates four properties and manages one property under the Trump
brand name.  The Company and its debtor-affiliates filed for
chapter 11 protection on Nov. 21, 2004 (Bankr. D. N.J. Case No.
04-46898 through 04-46925).  Robert A. Klymman, Esq., Mark A.
Broude, Esq., John W. Weiss, Esq., at Latham & Watkins, LLP, and
Charles Stanziale, Jr., Esq., Jeffrey T. Testa, Esq., William N.
Stahl, Esq., at Schwartz, Tobia, Stanziale, Sedita & Campisano,
P.A., represent the Debtors in their successful chapter 11
restructuring.  When the Debtors filed for protection from their
creditors, they listed more than $500 million in total assets and
more than $1 billion in total debts.  The Court confirmed the
Debtors' Second Amended Plan of Reorganization on Apr. 5, 2005,
and the plan took effect on May 20, 2005.  

                         *     *     *

Moody's Investors Service affirmed the ratings of Trump
Entertainment Resorts, Inc.'s $200 million senior secured revolver
due 2010 at B2; $150 million senior secured term loan due 2012 at
B2; $150 million senior secured delayed draw term loan due 2012 at
B2; $1.25 billion second lien senior secured notes due 2015 at
Caa1; Speculative grade liquidity rating at SGL-3; and Corporate
family rating at B3 in November 2005.  Moody's says the rating
outlook is stable.


UNITED HOSPITAL: Panel Hires Alston & Bird as Substitute Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the New
York United Hospital Medical Center's chapter 11 case obtained
permission from the U.S. Bankruptcy for the Southern District of
New York to employ Alston & Bird LLP as its substitute counsel.

As reported in the Troubled Company Reporter on June 27, 2006, the
primary attorneys at Thelen Reid & Priest LLP representing the
Committee, Martin G. Bunin, Esq., and Craig E. Freeman, Esq.,
commenced working at Alston & Bird.  As a result, the Committee
sought to retain Alston & Bird as substitute counsel.

Alston & Bird is expected to:

   a) assist the Committee in the administration of the case and
      the exercise of oversight with respect to the Debtor's
      affairs including all issues arising from or impacting the
      Debtor or the Committee in this chapter 11 case;

   b) advise the Committee in the preparation of all necessary
      applications, motions, orders, reports, and other legal
      papers;

   c) represent the Committee in appearances in the Bankruptcy
      Court in the interest of the Committee;

   d) assist and advise the Committee in the negotiation,
      formulation, drafting and confirmation of any plan of
      reorganization or liquidation and other related matters;

   e) assist and advise the Committee in the exercise of
      oversight with respect to any transfer, pledge, conveyance,
      sale or other liquidation of the Debtor's assets;

   f) assist and advise the Committee in investigations
      concerning the Debtor's assets, liabilities, financial
      condition and operating issues;

   g) communicate with the Committee's constituents and others as
      the Committee may consider desirable to the furtherance of
      its responsibilities;

   h) perform all of the Committee's duties and powers under the
      U.S. Bankruptcy Code and the U.S. Bankruptcy Rules and
      perform other services in the interests of those
      represented by the Committee or as may be ordered by the
      U.S. Bankruptcy Court.

Mr. Bunin, a member at Alston & Bird, disclosed that the Firm's
professionals bill:

               Professional            Hourly Rate
               ------------            -----------
               Partner                 $360 - $725
               Counsel                 $335 - $795
               Associate               $195 - $470
               Paralegal               $110 - $285

Mr. Bunin assured the Court that the firm is a "disinterested
person" as the term is defined in Section 101(14) of the
Bankruptcy Code and does not hold nor represent any interest
adverse to the Debtors' estates.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a community healthcare provider and a member of
the New York-Presbyterian Healthcare System, serving several
Westchester communities, including Port Chester, Rye, Mamaroneck,
Rye Brook, Purchase, Harrison and Larchmont.  The Company filed
for chapter 11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case
No. 04-23889).  Burton S. Weston, Esq., at Garfunkel, Wild &
Travis P.C. and Lawrence M. Handelsman, Esq., at Stroock & Stroock
& Lavan LLP represent the Debtor in its restructuring efforts.  
When the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


UNITED HOSPITAL: Wants Exclusive Period Extended to December 8
--------------------------------------------------------------
New York United Hospital Medical Center and U.H. Housing Corp.
ask the U.S. Bankruptcy for the Southern District of New York to
extend their exclusive periods to:

   a) file a chapter 11 plan until Dec. 8, 2006; and

   b) solicit acceptances of that plan until February 7, 2007.

The Debtors seek the extensions without prejudice to their right
to seek further extensions.

The Debtors tell the Court that they are currently resolving
several large claims against the estates to facilitate creditor
distributions under the plan.

The Debtors are also analyzing the appropriate structure for the
wind-down and liquidation of their businesses in order to maximize
tax efficiencies for the Debtors and their creditors.

Headquartered in Port Chester, New York, New York United Hospital
Medical Center is a community healthcare provider and a member of
the New York-Presbyterian Healthcare System, serving several
Westchester communities, including Port Chester, Rye, Mamaroneck,
Rye Brook, Purchase, Harrison and Larchmont.  The Company filed
for chapter 11 protection on Dec. 17, 2004 (Bankr. S.D.N.Y. Case
No. 04-23889).  Burton S. Weston, Esq., at Garfunkel, Wild &
Travis P.C. and Lawrence M. Handelsman, Esq., at Stroock & Stroock
& Lavan LLP represent the Debtor in its restructuring efforts.  
Craig Freeman, Esq. and Martin G. Bunin, Esq., at Alston & Bird
LLP represent the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
total assets of $39,000,000 and total debts of $78,000,000.


US LEC CORP: Inks Merger Agreement with PAETEC Corp
---------------------------------------------------
US LEC Corp. (Nasdaq: CLEC) and PAETEC Corp. signed a definitive
agreement to merge the two companies.

"This merger provides US LEC shareholders with significant
value and is a transformational event for our company, creating
substantial opportunities for customers and offering shareholders
of both US LEC and PAETEC the ability to participate in the upside
potential of the combined company," said Richard Aab, Chairman of
US LEC.  "This is an excellent fit from an operational and
financial perspective.  An important rationale for our merger is
the cost savings we will be able to capture, as well as additional
revenue synergies that have not yet been factored into our
financial projections.  With respect to integrating our
technology, both companies' networks are highly adaptive, capital
efficient and extremely compatible.  The new PAETEC's customer
base will benefit from an enhanced capacity to deliver new,
innovative communications services and a relationship with an even
stronger, more competitive partner."

On a pro forma basis, the company will generate nearly $1 billion
in revenue, $187 million in adjusted EBITDA, and $109 million in
free cash flow.  Cost saving synergies of $25 million have been
identified in the first year after closing, and $40 million
annually beginning in 2008.  The combined company will have over
45,000 enterprise customers, consisting of medium and large
businesses and institutions.  It will operate in 52 of the top 100
Metropolitan Service Areas in the U.S., with a leading presence in
the Eastern U.S., as well as several other major markets across
the country.

                Transaction Terms and Structure

Under the terms of the merger agreement, which was approved
unanimously by the boards of directors of both companies, PAETEC
and US LEC will become wholly-owned subsidiaries of a new publicly
owned holding company.  Taking into account outstanding rights to
acquire shares in the new holding company in the future, US LEC
security holders will own approximately 1/3 and PAETEC security
holders will own approximately 2/3 of the new holding company.  
Upon closing, US LEC shareholders will be entitled to receive one
share in the new holding company in exchange for each share of US
LEC that they currently own, and PAETEC shareholders will be
entitled to receive 1.623 shares in exchange for each share of
PAETEC that they currently own. Based on US LEC's closing stock
price on August 11, 2006, the total enterprise value of the new
company will be approximately $1.3 billion.  Upon completion of
the transaction, "New PAETEC" expects to be listed on the NASDAQ
Stock Market under the ticker "CLEC."

                Financing and Capital Structure

US LEC and PAETEC will finance the transaction through a
combination of debt and cash on hand. Deutsche Bank Securities
Inc., Merrill Lynch & Co. and CIT Group, Inc. have provided
a full commitment for $850 million of financing for the
transaction, which includes refinancing of both companies'
debt, US LEC's Series A Preferred Stock and an unused
$50 million revolver.

US LEC has entered into an agreement to repurchase its outstanding
Series A Preferred Stock, held by Bain Capital and Thomas H. Lee
Partners LP, at a price which reflects a $30 million discount to
its accreted value.  Upon closing, this repurchase would eliminate
US LEC's Convertible Preferred Stock due April 2010.

"We are excited to be combining with US LEC," said Arunas
Chesonis, Chairman and Chief Executive Officer of PAETEC.  "Rick
and I share a common vision for the industry and are firm
believers in our business models. This strategic combination of
highly complementary operating companies is about scale, scope and
growth.  The new PAETEC will provide our combined 45,000
enterprise business customers with some of the newest and most
innovative solutions in the rapidly converging world of voice,
data and enhanced services.  Both PAETEC and US LEC are solid
operating companies that have proven themselves in a highly
competitive marketplace.  We share a 'customer comes first'
attitude and are committed to building and keeping world-class
partnerships."

"Given the complementary nature of the two companies' product and
technology portfolios, as well as their geographic footprints, the
new PAETEC will be well positioned to capitalize on significant
cross-selling opportunities," Mr. Chesonis continued.  "I am
confident that we will deliver substantial long-term value to our
customers and shareholders."

                           About PAETEC

Headquartered in New York, PAETEC Corp.,
-- http://www.PAETEC.com/ -- offers telecommunications and  
Internet services.  The Company also  offers Voice over Internet
Protocol services delivered over our Private-IP MPLS network.

                           About US LEC

Headquartered in Charlotte, North Carolina, US LEC Corp. --
http://www.uslec.com/-- is a full service provider of IP, data  
and voice solutions to medium and large businesses and enterprise
organizations throughout 16 eastern states and the District of
Columbia.  US LEC offers advanced, IP-based, data and voice
services such as MPLS VPN and Ethernet, as well as comprehensive
Dynamic T(SM) VoIP-enabled services and features.  The company
also offers local and long distance services and data services
such as frame relay, Multi-Link Frame Relay and ATM.  US LEC
provides a broad array of complementary services, including
conferencing, data backup and recovery, data center services and
Web hosting, as well as managed firewall and router services for
advanced data networking.  US LEC also offers selected voice
services in 27 additional states and provides enhanced data
services, selected Internet services and MegaPOP(R) nationwide.

                          *     *     *

US LEC Corp.'s $150 million 12.71625% 2nd priority senior secured
floating rate notes due 2009 carry Moody's B3 and Standard &
Poor's B- ratings.  

Moody's also junked US LEC's long term corporate family rating to
Caa1.  All ratings were placed on Sept. 2004.


VISTEON CORP: Closes $675 Million Five-Year Credit Facilities
-------------------------------------------------------------
Visteon Corp. has closed on new European and U.S. five-year
revolving credit facilities with an aggregate availability of up
to $675 million.  The facilities replace the company's multi-year
secured revolving credit facility of $500 million expiring in June
2007.

Citigroup Global Markets Inc., JPMorgan Securities Inc. and UBS
Securities LLC led the European receivables securitization of $325
million.

JPMorgan Securities Inc. and Citigroup Global Markets Inc. led the
U.S. secured revolver of $325 million.

"Closing on these facilities completes the financing we undertook
earlier in the year, including a seven-year $800 million secured
term loan completed in June," James F. Palmer, Visteon executive
vice president and chief financial officer disclosed.

"The completion of our financing activities provides us with
additional flexibility as we focus on implementing our three-year
plan," Mr. Palmer added.

Headquartered in Van Buren Township, Michigan, Visteon Corporation
-- http://www.visteon.com/-- is a leading global automotive  
supplier that designs, engineers and manufactures innovative
climate, interior, electronic and lighting products for vehicle
manufacturers, and also provides a range of products and services
to aftermarket customers.  With corporate offices in the Michigan
(U.S.); Shanghai, China; and Kerpen, Germany; the company has more
than 170 facilities in 24 countries and employs approximately
50,000 people.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service assigned a B1 rating to Visteon
Corporation's new $800 million secured term loan and affirmed the
company's B2 Corporate Family and B3 Senior Unsecured ratings.

Visteon carries Fitch' CCC Issuer Default Rating with a Negative
Outlook.  Fitch also placed a rating of B/RR1 to the Company's
senior secured bank debt.


WELLMAN INC: Incurs $15.3 Mil. Net Loss in Quarter Ended June 30
----------------------------------------------------------------
Wellman, Inc., reported a net loss attributable to common
stockholders of $15.3 million for the quarter ended June 30, 2006.
This compares to a net loss attributable to common stockholders of
$25.4 million for the same period in 2005.

For the first six months of 2006, Wellman reported a net loss
attributable to common stockholders of $34.7 million, compared to
a net loss attributable to common stockholders of $17.8 million
for the same period in 2005.

Tom Duff, Wellman's Chairman and Chief Executive Officer, stated,
"Demand for PET resins continued to increase in the second
quarter. We achieved record shipments and sales of Permaclear(R)
solid stated PET resin in the second quarter 2006 utilizing the
additional PET resin capacity (300 million pounds annually) at our
Pearl River facility that started on June 1, 2006.  While our
operating results improved from the first quarter, we did not
achieve acceptable margins because our chemical raw material costs
increased at a faster rate than we were able to implement selling
price increases."

Wellman, Inc. manufactures and markets high-quality polyester
products, including PermaClear(R) brand PET (polyethylene
terephthalate) packaging resin and Fortrel(R) brand polyester
fiber.  One of the world's largest PET plastic recyclers, Wellman
utilizes a significant amount of recycled raw materials in its
manufacturing operations.

                         *     *     *

Wellman carry Standard & Poor's Ratings Services' 'B+' corporate
credit rating.


WESTERN OIL: Posts $22.8 Million Net Loss in 2006 Second Quarter
----------------------------------------------------------------
Western Oil Sands Inc. generated net revenue of $95.6 million, an
EBITDAX loss of $8.2 million, negative cash flow from operations
of $20.9 million and a net loss of $22.8 million in the second
quarter of 2006.  By comparison, in the second quarter of 2005,
Western recorded net revenue of $148.2 million, EBITDAX of $84.1
million, cash flow from operations of $68 million and net earnings
of $28.7 million.

Excluding the impact of risk management and foreign exchange
losses each net of tax, the net loss for the second quarter of
2006 would have equated to $13.1 million compared to net earnings
of $41.6 million for the prior year period.  Relative to the
second quarter of 2005, financial results during the second
quarter of 2006 were significantly impacted by the loss of
production and the one-time expenses associated with the first
major planned turnaround at the Muskeg River Mine and the Scotford
Upgrader, partially offset by a 33% increase in West Texas
Intermediate prices, no volumes subject to hedge contracts and a
36% narrowing of the heavy crude oil price differentials from 41%
to 26% of WTI prices.

"The Athabasca Oil Sands Project has returned to full production
following the very successful completion of the first major
turnaround at the Muskeg River Mine and the Scotford Upgrader,"
said Jim Houck, President and Chief Executive Officer.  "For the
balance of 2006 we look forward to capturing the benefits
associated with higher production, improved reliability and robust
commodity prices which could result in record cash flow and
earnings for the year.  With this major turnaround now behind us,
we expect this financial performance to be sustained into 2007."

The net loss in the second quarter of 2006 includes the impact of
$44.5 million in unrealized risk management losses, in addition to
$27.3 million in unrealized foreign exchange gains on the
Company's US dollar denominated debt and option premium liability.
Excluding the impact of risk management and foreign exchange
losses each net of tax, the net loss for the second quarter of
2006 would have equated to $13.1 million compared to net earnings
of $41.6 million for the prior year period.

                       Financial Position

During the second quarter of 2006, Western increased its balance
drawn under the Revolving Credit Facility to $31 million to fund
the turnaround expenses incurred during the quarter.  Western
anticipates this balance will be reduced or repaid once production
resumes, giving Western access to the full $340 million of the
Revolving Credit Facility.  The size of the facility is a function
of Western's share of the before tax present value proved reserves
associated with the Project.  To the extent that Western is able
to book additional reserves associated with the first expansion of
the AOSP, Western would be permitted to increase its Revolving
Credit Facility, subject to amending the size of this facility
with the existing bank syndicate.

Western's capital expenditures totaled $55.8 million in the second
quarter of 2006 compared to $9.3 million for the comparable period
in 2005.  Capital expenditures in the second quarter of 2006
included $13.3 million for base operations, $7.1 million for
sustaining capital, $30.0 million for expansion related capital,
$4.0 million for new business development and $1.4 for other
corporate purposes.

Cash balances totaled $6 million at June 30, 2006 compared to
$15.7 million at March 31, 2006. Cash inflows included:
$31 million increase in bank lines and a $36.3 million increase in
non-cash working capital items.  Cash outflows included:
$20.9 million negative cash flow from operations, $55.8 million of
capital expenditures and $0.3 million in repayment of obligations
under capital lease and deferred charges.

                          About Western Oil

Western Oil Sands Inc. -- http://www.westernoilsands.com/-- is a  
Canadian oil sands corporation, which holds a 20% undivided
interest in the Athabasca Oil Sands Project together with Shell
Canada Limited (60%) and Chevron Canada Limited (20%).

Western Oil's 8-3/4% Senior Secured Notes due May 1, 2012, carry
Moody's Ba2 and Standard & Poor's BB+ Rating.


WESTSHORE TERMINALS: DBRS Holds Issuer Rating at BB (high)
----------------------------------------------------------
Dominion Bond Rating Service confirmed the ratings of Westshore
Terminals Income Fund.  The trend is Stable.

   * Issuer Rating Confirmed BB (high) Stb

The rating of Westshore Terminals Income Fund remains on track, as
the Fund is currently benefiting from strong pricing in
international metallurgical coal markets, although 2006 shipping
volumes will be lower than in 2005.  The results of the Fund as
owner of Westshore Terminals Ltd. are largely driven by market
conditions in coal markets and the success of its customers, most
notably the Elk Valley Coal Partnership, which comprises over 90%
of Westshore's handling volumes.  Record profitability for the
Fund in 2005 was due to increased shipping volumes and average
handling rates, but was partially offset by a stronger Canadian
dollar.  Growth in handling rates, partially offset by lower
volumes, is expected over the near term as market conditions in
coal remain tight.

Elk Valley's negotiated contract prices for the 2006 coal year are
more than double 2004 levels. Furthermore, robust demand, mainly
from Chinese steelmakers, combined with constrained near-term
production growth and transportation bottlenecks, are expected to
keep metallurgical coal prices above long-term averages for the
foreseeable future.

Westshore has between 3 million and 4 million tonnes of excess
handling capacity to serve new western Canadian producers or to
accept increased shipments from existing customers including
Powder River Basin thermal producers or its major customer, Elk
Valley.

All of the Fund's bank debt was repaid in 2004 with proceeds from
the sale of its investment in Fording Canadian Coal Trust units.  
With no external debt outstanding at present and a market
capitalization of over CDN$700 million, the Fund maintains good
financial flexibility.  When Westshore's operating lease with the
Vancouver Port Authority is treated as a debt equivalent, the
Fund's financial metrics still remain favourable.  Although there
are no near-term issues impacting the rating, the Fund's earnings
will remain sensitive to Canadian-dollar coal prices and volumes
of coal handled.


WINDOW ROCK: Gets Court Nod to Ink Mepco Premium Finance Agreement
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
allowed Window Rock Enterprises Inc. to enter into a Premium
Finance Agreement with Mepco Premium Financing, Inc., or Mepco
Acceptance Corp.

Robert E. Opera, Esq., at Winthrop Couchot, P.C., told the Court
that in the ordinary course of the Debtor's business, the Debtor
must maintain general liability insurance.  Pursuant to the
proposed commercial insurance policy, insurance coverage limits
for commercial general liability, including products and completed
operations liability insurance, will be $5 million per occurrence.  

According to Mr. Opera, the Debtor has been unable to locate any
source of unsecured premium financing.  However, the Debtor has
been able to locate secured premium financing for the unpaid
premiums through Mepco Premium or Mepco Acceptance.  Mepco has
required the Debtor to enter into a Premium Finance Agreement,
which includes a Security Agreement that grants to Mepco a secured
interest in the gross unearned premiums payable in the event of
cancellation of the insurance policy.  The Agreement further
authorizes Mepco to cancel the financed insurance policy and
obtain the return of any unearned premiums in the event of a
default in the payment of any installment due.

The policy will bear total premiums of $363,612, the payment of
which would substantially impair negatively the Debtor's cash
flow, to the detriment of the Debtor's estate.  The Debtor has
paid a downpayment of $101,112, with the balance paid in nine
monthly installments equal to $30,468.  The annual percentage rate
of interest charged will be 10.59% resulting in total finance
charges of $11,718.

Headquartered in Brea, California, Window Rock Enterprises Inc.
-- http://windowrock.net/-- manufactures and sells all-natural
dietary and nutritional supplements.  The Debtor is also producing
its own TV, radio and print advertising campaigns for nutritional
and dietary supplements and has distribution in over 40,000 Food
Drug Mass Clubs as well as Health and Fitness Channels.  The
Company filed for chapter 11 protection on Nov. 23, 2005 (Bankr.
C.D. Calif. Case No. 05-50048).  Robert E. Opera, Esq., Winthrop
Couchot, PC represents the Debtor in its restructuring efforts.
The Official Committee of Unsecured Creditors selected Peiztman,
Weg & Kempinsky, LLP, as its counsel.  When the Debtor filed for
protection from its creditors, it listed estimated assets of
$10 million to $50 million and estimated debts of more than
$100 million.


WORLD WASTE: Court Orders Disgorgement of Paid Admin. Expenses
--------------------------------------------------------------
The Honorable Walter Shapero of U.S. Bankruptcy Court for the
Eastern District of Michigan granted the request of Sullivan &
Leavitt, P.C., an administrative claimant in the bankruptcy cases
of World Waste Services, Inc. and its debtor-affiliate, to require
disgorgement of paid administrative expenses and redistribution of
those monies to all administrative priority creditors.  Judge
Shapero's order allows S&L to collect payment for professional
services it rendered during the company's bankruptcy proceedings.  

After the Debtors filed for bankruptcy on June 27, 2003, the Court
entered an order at the request of the Debtors' primary counsel,
Schafer & Weiner, PLLC, authorizing the Debtor to employ S&L as
special counsel.

On Feb. 17, 2004, the Court approved the sale of the Debtors'
assets to Richfield Equities, LLC.  Using the funds collected from
Richfield, the Debtors paid 325 administrative claims totaling
$5,555,084.  Approximately $475,000 is still owed to 173
administrative claimants, including S&L, General Electric Capital
Corporation, Schafer & Weiner, and Sullivan, Ward, Asher & Patton,
P.C.  

The Debtors remain in bankruptcy, have not confirmed a plan, are
now admittedly insolvent, and do not expect to receive any
material additional funds.  No motion to convert is pending.

                         S&L's Argument

S&L argues that the U.S. Bankruptcy Code requires payment of all
allowed administrative expenses, and that all administrative
claims are to be paid equally.  Therefore, any entity that was
paid during the pendency of the bankruptcy case is subject to
disgorgement of amounts that will result in all administrative
expense claims being paid equally, on a pro rata basis.

                      GE Capital's Argument

On May 27, 1999, Cove Landfill of Bad Axe, Inc., World Waste's
debtor-affiliate, entered into a lease agreement with GE Capital's
predecessor, Safeco Credit Company, Inc., whereby Cove agreed to
lease a certain compactor.  On April 29, 2004, the Court approved
the rejection of leases, including GE Capital's lease.  Up until
that time, the Debtors maintained exclusive use and possession of
the compactor.  The terms of the Court Order allowed an
administrative expense claim of $48,892.  GE Capital has not
received any payment on that claim, and joins S&L in its position.

                    Sullivan Ward's Argument

Sullivan Ward objected to S&L's motion for disgorgement, stating
that (1) it has received only a portion of its administrative
expense claim, and (2) its compensation was based upon amounts
received as a carve-out from the amounts due to Comerica Bank,
which holds a security interest in all of the Debtors' assets.  
Sullivan Ward also argued that S&L's motion is moot, because even
if all administrative claimants are required to disgorge, neither
S&L, nor GE Capital would received any disgorged funds.  All of
the returned funds, Sullivan Ward says, would be paid to secured
creditors not yet fully paid.  Sullivan Ward also notes the
drastic public policy and practical effects the Court's decision
to require disgorgement would have on administrative claimants.

                       Debtors' Arguments

The Debtors contend that because S&L attempts to recover money
from previously paid administrative claimants, it must file an
adversary proceeding naming the entities from which seeks
disgorgement as defendants.

The Debtors also contend that disgorgement wouldn't benefit S&L,
because Comerica is still owed more than $600,000 on its secured
claim and that claim would have to be paid in full before S&L's or
GE Capital's administrative claims.

The Debtors also complain that S&L waited more than a year to
bring its motion, with no explanation for the delay.  

The Debtors argue that if disgorgement is compelled, it will be
impracticable and inequitable to the paid claimants.

Lastly, the Debtors assert that the Court can only order
disgorgement to the extent that the paid claimants received more
than their pro rata share of the postpetition amounts owed by the
Debtors.  The Debtors estimate postpetition expenses total
$6,100,000, and $5,550,000 has been paid.  That means that each
administrative claimant paid in full is entitled to keep
approximately 91% of the amount paid.

                         Judge's Decrees

Rejecting the Debtors' arguments, Judge Shapero held that:

   (1) a contested matter was entirely appropriate and an
       acceptable means of obtaining the preliminary determination
       about the propriety of disgorgement, before commencement of
       any adversary proceeding to actually collect money paid to
       administrative claimants; and

   (2) disgorgement is the appropriate remedy in the Debtors'
       administratively insolvent cases, if that's what's
       necessary to achieve result of having all, or some proper
       group of, administrative creditors treated the same.

Judge Shapero's Opinion is published at 2006 WL 2079109.

                   About World Waste Services

Headquartered in Hollywood, Florida, World Waste Services, Inc. --
http://www.worldwasteservices.com/-- provides waste removal  
services, as well as collection and disposal solutions.  The
Company and its debtor-affiliate filed for chapter 11 on June 27,
2003 (Bankr. E.D. Mich. Case No. 03-32642).   Arnold S. Schafer,
Esq., at Schafer & Schafer, PPLC, represents the Debtors.


WORLD WIDE: Judge Shefferly Converts Case into Chap. 7 Proceeding
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Michigan
entered an order converting World Wide Financial Services, Inc.'s
chapter 11 case into a liquidation proceeding under Chapter 7 of
the Bankruptcy Code.

On May 8, 2006, Saul Eisen, the U.S Trustee for Region 9, sought
conversion of the Debtor's case contending that early in the case,
concerns were raised about the Debtor's ability to reorganize
because it has overwhelming debt and its ability to generate
revenue was questionable.  

Paul J. Randel, Esq., in behalf of the U.S. Trustee, explained
that revenue was a concern because the Debtor was the subject of a
highly publicized dispute with state regulators and its license
was potentially in jeopardy.  

According to Mr. Randel, the Debtor conceded that it engaged in
numerous inappropriate activities, many of which are broadly
described as "fraud" under state law.  The violations include:

   (a) engaging in improper lending practices including providing
       false data on loan application such as false borrower
       income data, false payment data, false debt obligation
       data and false employment data;

   (b) transmitting improper payoff information;

   (c) failing to maintain proper record of loan applications;

   (d) failing to property notify borrowers of denial of loan;
   
   (e) failing to maintain sufficient escrow funds; and

   (f) failing to provide annual statements of borrower accounts
       for loans it serviced.

Headquartered in Southfield, Michigan, World Wide Financial
Services, Inc., is a mortgage company.  The Company filed for
chapter 11 protection on Oct. 4, 2005 (Bankr. E.D. Mich. Case No.
05-75180).  Dennis W. Loughlin, Esq., and Lynn M. Brimer, Esq., at
Raymond & Prokor, P.C., represent the Debtor.  No Official
Committee of Unsecured Creditors was appointed in the Debtor's
case.  Basil T. Simon, Esq., was appointed bankruptcy trustee and
is represented by Daniel J. Gunn, Esq., and John D. Hertzberg,
Esq., at Hertzberg, P.C.  The Debtor reported $2.5 million in
assets and $32.5 million in liabilities in its statement of assets
and debts.


YUKOS OIL: Eduard Rebgun Terminates Dutch Unit's Management
-----------------------------------------------------------
Eduard Rebgun, in his capacity as court-appointed insolvency
manager for OAO Yukos Oil Co., fired Bruce Misamore and David
Godfrey of Dutch-based Yukos Finance BV hours after a Dutch court
ruling on Aug. 11, MosNews says.

"They stood against the interests of shareholders," Mr. Rebgun
told Interfax.  "They held talks, while I was completely
sidelined.  I considered that unacceptable and made a decision to
change the managers," Mr. Rebgun said.

Mr. Rebgun said Yukos shareholders authorized the decision hours
after the Amsterdam court ruled that he was within his rights to
call for an extraordinary meeting to discharge the managers, the
paper discloses.

The decision paved the way for creditors to get control of Yukos
Finance's main assets, including:

   -- a 54% stake in Lithuanian refinery Mazeikiu Nafta AB, worth
      almost $1.5 billion; and

   -- a 49% stake in Transpetrol, worth between $100 million and
      $200 million.

Mr. Rebgun's lawyers argued in court that Messrs. Misamore and
Godfrey had moved the Dutch assets in 2005 to Yukos International
UK BV, which then transferred its shares to Stichting
Administratiekantoor Yukos International in exchange for
certificates, in order to keep them out of creditors' reach,
MosNews relates.

As reported in Troubled Company Reporter on May 29, Yukos and
Poland's largest oil refiner signed a share sale and purchase
agreement on May 26 wherein PKN will acquire the 53.7% stake in
Mazeikiu Nafta for $1.49 billion.  At the same time, PKN Orlen
will purchase the Lithuanian government's 30.66% stake in
Mazeikiu.  Under the agreement, PKN will have the right to walk
away from the transaction by the end of the year if Mazeikiu's
value falls significantly.

The Slovakian government, which holds the remaining 51% in
Transpetrol, indicated earlier this month that it is trying to
reinforce its position in Transpetrol by re-acquiring a 49% stake
it sold to Yukos in 2002.

                           About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an  
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Government sold its main production unit Yugansk, to a little-
known firm Baikalfinansgroup for $9.35 billion, as payment for
$27.5 billion in tax arrears for 2000- 2003.  Yugansk eventually
was bought by state-owned Rosneft, which is now claiming more than
$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed a
bankruptcy suit in the Moscow Arbitration Court in an attempt to
recover the remainder of a $1 billion debt under outstanding loan
agreements.  The banks, however, sold the claim to Rosneft,
prompting the Court to replace them with the state-owned oil
company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun filed
a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a $1.49 billion Share Sale and Purchase
Agreement with PKN Orlen S.A., Poland's largest oil refiner, for
its Mazeikiu ownership stake.  The move was made a day after the
Manhattan Court lifted an order barring Yukos from selling its
controlling stake in the Lithuanian oil refinery.

On July 25, Yukos creditors voted to liquidate the oil firm after
rejecting a management rescue plan, which valued the company's
assets at about $30 billion.  This would have permitted Yukos to
continue its operations and attempt to pay off $18 billion in
debts through asset sales.

The Hon. Pavel Markov of the Moscow Arbitration Court upheld
creditors' vote to liquidate Yukos Oil and declared what was once
Russia's biggest oil firm bankrupt on Aug. 1.  The expected court
ruling paves the way for the company's liquidation and auction.


YUKOS OIL: PKN Orlen Hopeful on Mazeikiu Nafta Purchase Deal
------------------------------------------------------------
Poland's PKN Orlen said that a change of management at bankrupt
OAO Yukos Oil Co. was unlikely to influence Orlen's agreed
purchase of Lithuanian oil refinery Mazeikiu Nafta AB, Reuters
reports.

Eduard Rebgun, in his capacity as court-appointed insolvency
manager for Yukos, has fired Bruce Misamore and David Godfrey of
Dutch-based Yukos Finance BV on Aug. 11 after they failed to
involve him in foreign asset sales.

"The agreement was signed and is in force," Orlen spokesman Dawid
Piekarz was quoted by Reuters as saying.  "We don't believe that
this should have any impact."

Yukos and Poland's largest oil refiner signed a share sale and
purchase agreement on May 26 wherein PKN will acquire the 53.7%
stake in Mazeikiu Nafta for $1.49 billion.  At the same time, PKN
Orlen will purchase the Lithuanian government's 30.66% stake in
Mazeikiu.  Under the agreement, PKN will have the right to walk
away from the transaction by the end of the year if Mazeikiu's
value falls significantly.

The company is awaiting regulatory approval from the Antimonopoly
Committee of Ukraine and the appropriate antitrust authorities in
the United States before the deal's expected completion early next
year.  PKN does not expect that the requirement to obtain
additional consents in Ukraine and the US will delay the closing
of the transaction or increase the risks for the successful
closing.

In a press conference last week, PKN Management Board President
Igor Chalupiec said that the acquisition price of Mazeikiu Nafta,
specified in the agreements concluded with Yukos International UK
BV and the Lithuanian government, is a fixed price and may be
reduced only in the event of payment of dividends from the 2005
profit to the existing shareholders.

                      Mazeikiu Financing

Orlen is negotiating with bank lenders to secure financing for the
$2.34 billion purchase of Mazeikiu Nafta, Mark Miler of Bloomberg
News cited Orlen Finance Director Pawel Szymanski as saying.  Mr.
Szymanski said he expects an agreement on the financing "within
weeks", Bloomberg relates.

                       About PKN Orlen

Headquartered in Poland, PKN Orlen operates three refineries
located in Plock, Trzebinia and Jedlicze.  It processes mainly
URAL blend crude oil, shipped from Russia via the Friendship
pipeline.  Alternative supplies of crude oil to Plock may be
sourced via the Pomerania pipeline, which connects the fuel
reloading facility on the Baltic Sea with the Plock refinery.  PKN
ORLEN's retail network in Poland is made of 1,326 company owned
stations, 504 affiliated stations and 87 franchised stations.  

                         About Yukos

Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- is an     
open joint stock company existing under the laws of the Russian
Federation.  Yukos is involved in energy industry substantially
through its ownership of its various subsidiaries, which own or
are otherwise entitled to enjoy certain rights to oil and gas
production, refining and marketing assets.

The Company filed for Chapter 11 protection Dec. 14, 2004
(Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed
on Feb. 24, 2005, by the Hon. Letitia Z. Clark.  A few days later,
the Government sold its main production unit Yugansk, to a little-
known firm Baikalfinansgroup for $9.35 billion, as payment for
$27.5 billion in tax arrears for 2000- 2003.  Yugansk eventually
was bought by state-owned Rosneft, which is now claiming more than
$12 billion from Yukos.

On March 10, a 14-bank consortium led by Societe Generale filed a
bankruptcy suit in the Moscow Arbitration Court in an attempt to
recover the remainder of a $1 billion debt under outstanding loan
agreements.  The banks, however, sold the claim to Rosneft,
prompting the Court to replace them with the state-owned oil
company as plaintiff.

On April 13, court-appointed external manager Eduard Rebgun filed
a chapter 15 petition in the U.S. Bankruptcy Court for the
Southern District of New York (Bankr. S.D.N.Y. Case No. 06-
0775), in an attempt to halt the sale of Yukos' 53.7% ownership
interest in Lithuanian AB Mazeikiu Nafta.

On May 26, Yukos signed a $1.49 billion Share Sale and Purchase
Agreement with PKN Orlen S.A., Poland's largest oil refiner, for
its Mazeikiu ownership stake.  The move was made a day after the
Manhattan Court lifted an order barring Yukos from selling its
controlling stake in the Lithuanian oil refinery.

On July 25, Yukos creditors voted to liquidate the oil firm after
rejecting a management rescue plan, which valued the company's
assets at about $30 billion.  This would have permitted Yukos to
continue its operations and attempt to pay off $18 billion in
debts through asset sales.

The Hon. Pavel Markov of the Moscow Arbitration Court upheld
creditors' vote to liquidate Yukos Oil and declared what was once
Russia's biggest oil firm bankrupt on Aug. 1.  The expected court
ruling paves the way for the company's liquidation and auction.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re Preferred Removal Services, Inc.
   Bankr. E.D. Mich. Case No. 06-31623
      Chapter 11 Petition filed August 4, 2006
         See http://bankrupt.com/misc/mieb06-31623.pdf

In re Wholexchange, Inc.
   Bankr. M.D. Tenn. Case No. 06-04123
      Chapter 11 Petition filed August 4, 2006
         See http://bankrupt.com/misc/tnmb06-04123.pdf

In re A. Bonamase Leasing, Inc.
   Bankr. N.D. Ohio Case No. 06-41203
      Chapter 11 Petition filed August 7, 2006
         See http://bankrupt.com/misc/ohnb06-41203.pdf

In re City of Faith Family Worship Center of Columbia
   Bankr. D. S.C. Case No. 06-03384
      Chapter 11 Petition filed August 7, 2006
         See http://bankrupt.com/misc/scb06-03384.pdf

In re Kizko Corp., LLC
   Bankr. N.D. Ohio Case No. 06-32034
      Chapter 11 Petition filed August 7, 2006
         See http://bankrupt.com/misc/ohnb06-32034.pdf

In re AHA Enterprises, Inc.
   Bankr. D. Md. Case No. 06-14675
      Chapter 11 Petition filed August 8, 2006
         See http://bankrupt.com/misc/mdb06-14657.pdf

In Christopher R. Shaw
   Bankr. E.D. Calif. Case No. 06-90418
      Chapter 11 Petition filed August 8, 2006
         See http://bankrupt.com/misc/caeb06-90418.pdf

In re Patricia L. Campbell
   Bankr. S.D.N.Y. Case No. 06-35790
      Chapter 11 Petition filed August 8, 2006
         See http://bankrupt.com/misc/nysb06-35790.pdf

In re Bethco Pet Inc.
   Bankr. E.D.N.Y. Case No. 06-71863
      Chapter 11 Petition filed August 9, 2006
         See http://bankrupt.com/misc/nyeb06-71863.pdf

In re Formal Enterprises, Inc.
   Bankr. D. S.C. Case No. 06-03470
      Chapter 11 Petition filed August 9, 2006
         See http://bankrupt.com/misc/scb06-03470.pdf

In re Texas Futon Company of Austin, Inc.
   Bankr. W.D. Tex. Case No. 06-11226
      Chapter 11 Petition filed August 9, 2006
         See http://bankrupt.com/misc/txwb06-11226.pdf

In re Warju's Flooring, Inc.
   Bankr. E.D. Mich. Case No. 06-21304
      Chapter 11 Petition filed August 9, 2006
         See http://bankrupt.com/misc/mieb06-21304.pdf

In re Abbey Carpet of New London
   Bankr. S.D.N.Y. Case No. 06-22497
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/nysb06-22497.pdf

In re Beltway Medical, Inc.
   Bankr. S.D. Fla. Case No. 06-13801
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/flsb06-13801.pdf

In re EG & S Builders, Inc.
   Bankr. M.D. Fla. Case No. 06-04086
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/flmb06-04086.pdf

In re Inwood Center, LLC
   Bankr. S.D. Tex. Case No. 06-33907
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/txsb06-33907.pdf

In re Lam Van Dong & Tu T. Le
   Bankr. W.D. La. Case No. 06-50614
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/lawb06-50614.pdf

In re Morgan, Inc.
   Bankr. N.D. Ind. Case No. 06-40241
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/innb06-40241.pdf

In re Melody Motel Inc.
   Bankr. M.D. Fla. Case No. 06-01979
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/flmb06-01979.pdf

In re Options Janitorial Services, LLC
   Bankr. S.D. Ind. Case No. 06-04529
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/insb06-04529.pdf

In re V.G.A. Incorporated
   Bankr. D. Md. Case No. 06-14789
      Chapter 11 Petition filed August 10, 2006
         See http://bankrupt.com/misc/mdb06-14789.pdf

In re Acutech Resources, Inc.
   Bankr. E.D. Mich. Case No. 06-31680
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/mieb06-31680.pdf

In re Connect Paging, Inc.
   Bankr. W.D. Tex. Case No. 06-51519
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/txwb06-51519.pdf

In re Electric Launch Company, Inc.
   Bankr. S.D.N.Y. Case No. 06-35804
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/nysb06-35804.pdf

In re Floradora, Inc.
   Bankr. W.D. Pa. Case No. 06-23857
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/pawb06-23857.pdf

In re King Rockaway Pizza Inc.
   Bankr. E.D.N.Y. Case No. 06-42873
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/nyeb06-42873.pdf

In re Lan-Tel Technologies, Inc.
   Bankr. D. Mass. Case No. 06-12699
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/mab06-12699.pdf

In re Nicholas A. Clemente PC
   Bankr. E.D. Pa. Case No. 06-13469
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/paeb06-13469.pdf

In re Powell Suzuki at Rivergate, LLC
   Bankr. M.D. Tenn. Case No. 06-04250
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/tnmb06-04250.pdf

In re Roderick Rocky & Rebecca Gibson Bumpers
   Bankr. S.D. Ala. Case No. 06-11373
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/alsb06-13373.pdf

In re Southeast Texas Timber & Trucking Co., Inc.
   Bankr. E.D. Tex. Case No. 06-10299
      Chapter 11 Petition filed August 11, 2006
         See http://bankrupt.com/misc/txeb06-10299.pdf

In re Ninety Minute Cleaners Inc.
   Bankr. W.D. Mo. Case No. 06-42058
      Chapter 11 Petition filed August 13, 2006
         See http://bankrupt.com/misc/mowb06-42058.pdf

In re Crisci Food Equipment Co.
   Bankr. W.D. Pa. Case No. 06-23871
      Chapter 11 Petition filed August 14, 2006
         See http://bankrupt.com/misc/pawb06-23871.pdf

In re Curt Nichols Daniels
   Bankr. S.D. Iowa Case No. 06-01659
      Chapter 11 Petition filed August 14, 2006
         See http://bankrupt.com/misc/iasb06-01659.pdf

In re Donald James Bitler, Jr.
   Bankr. E.D. Va. Case No. 06-10942
      Chapter 11 Petition filed August 14, 2006
         See http://bankrupt.com/misc/vaeb06-10942.pdf

In re Loadmaster Trucking, Inc.
   Bankr. E.D. Va. Case No. 06-32107
      Chapter 11 Petition filed August 14, 2006
         See http://bankrupt.com/misc/vaeb06-32107.pdf

In re Zhong Hua Inc.
   Bankr. S.D.N.Y. Case NO. 06-11895
      Chapter 11 Petition filed August 14, 2006
         See http://bankrupt.com/misc/nysb06-11895.pdf

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

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