TCR_Public/060821.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

             Monday, August 21, 2006, Vol. 10, No. 198

                             Headlines

15375 MEMORIAL: Santa Fe Files Chapter 11 Petition in Delaware
15375 MEMORIAL: Voluntary Chapter 11 Case Summary
ADELPHIA COMMS: Files Fifth Amended Plan of Reorganization
AMERICAN CELLULAR: Accumulated Deficit Tops $54.7 Mil. at June 30
AMKOR TECH: Financial Restatement Cues Moody's to Review Ratings

ATMEL CORPORATION: Wants Panel to Review NASDAQ Staff Notice
AUSTIN CO: Disclosure Statement Hearing Postponed to October 19
BEARD COMPANY: June 30 Balance Sheet Upside-Down by $7.1 Million
BMC INDUSTRIES: Court Confirms 2nd Amended Plan of Reorganization
CALPINE CORP: Court Approves $90.1 Million Dighton Project Sale

CALPINE CORP: Postpones Auction for Firm Transportation Contract
CARLTON COVE: Wants Residents' Panel In Lieu of Patient Ombudsman
CENTRAL FREIGHT: Plans to Solicit Merger Proxies in September
CHARTERMAC: Completes Acquisition of ARCap Investors
CITGO PETROLEUM: Sells Texas Refinery to Lyondell for $2.1 Billion

CLEAN EARTH: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
CONSOLIDATED GOLD: Defaults on $1.25MM Snowfield Dev't Payments
CONSTELLATION BRANDS: Completes $700 Million Debt Offering
CORPORATE AND LEISURE: Section 341(a) Meeting Continued to Aug. 24
CSC HOLDINGS: Extends Offer for 6-3/4% Senior Notes Until Sept. 8

D&M FINANCIAL: Ch. 7 Trustee Hires Bederson & Co. as Accountant
DEL MONTE: Subsidiary Replaces $100 Million Credit Facility
DELPHI CORP: About 83% of IUE-CWA Workers Accept Buyouts
EARNED CAPITAL: District Court Dismisses E&Y Malpractice Suit
ECHOSTAR COMMS: Appeals Court Blocks Permanent Injunction

ECHOSTAR COMMS: Earns $169 Million in 2006 Second Quarter
EROOMSYSTEM TECHNOLOGIES: Earns $67,077 in Quarter Ended June 30
FISHER SCIENTIFIC: Thermo Merger Cues Moody's to Review Rating
FOAMEX INT'L: Delays Filing of 2nd Quarter 2006 Financial Report
FOAMEX INTERNATIONAL: Wants to Enter into Prologis Warehouse Lease

FORD MOTOR: Cuts North American Output by 21% to Hasten Turnaround
FUNCTIONAL RESTORATION: U.S. Trustee Picks 5-Member Creditors Team
GENEVA STEEL: Chapter 11 Trustee Taps Wikstrom Economic as Experts
GLOBAL DOCUGRAPHIX: Sells Some Assets to 9 Entities for $9.1 Mil.
GOLD KIST: Receives $1 Billion Cash Offer from Pilgrim's Pride

GOODING'S SUPERMARKETS: First National & Panel Resolve Lien Spat
HEALTHSOUTH CORP: Keeps Name as Restructuring Goes Underway
HEXION SPECIALTY: Earns $59 Million in 2006 Second Quarter
INLAND FIBER: Files Chapter 11 Petition and Pre-Packaged Plan
INLAND FIBER: Case Summary & 9 Largest Unsecured Creditors

KINETIC CONCEPTS: Debt Reduction Spurs Moody's to Upgrade Ratings
KULLMAN INDUSTRIES: CEO Agrees to Aid Panel in Tajikistan Action
LEE'S TRUCKING: Inks New Premium Financing Pact with FIFC
LEVITZ HOME: Wants to Walk Away from Woodbury HQ Lease
LIQUIDMETAL TECH: June 30 Balance Sheet Upside-Down by $10.8 Mil.

LIQUIDMETAL TECH: Receives Federal Grand Jury Subpoena
MASSEY ENERGY: Can Access up to $175MM Under Amended Debt Facility
MORGAN STANLEY: Fitch Affirms Two Certificates' Junk Ratings
NEIMAN MARCUS: Completes 7.125% Debentures Consent Solicitation
PERFORMANCE TRANSPORTATION: Seeks Nov. 30 Plan-Filing Extension

PERFORMANCE TRANSPORTATION: Wants to Assume Bandag Contract
PILGRIM'S PRIDE: Proposes to Buy Gold Kist for $1 Billion in Cash
PREDIWAVE CORP: New World Agrees to Defer Discovery Period
PUREBEAUTY INC: Court Approves Davis Wright as Special Counsel
PUREBEAUTY INC: Wants Until Dec. 14 to File Chapter 11 Plan

RIVERSTONE NETWORKS: Third Party Claims Due by September 1
SATELITES MEXICANOS: Asks Bankr. Court to Set Confirmation Hearing
SATELITES MEXICANOS: Gets Extension of Schedules Filing Deadline
STANADYNE HOLDINGS: Moody's Lowers Sr. Notes' Rating to Caa2
STATER BROTHERS: Reports $5.7 Million Net Income in Second Quarter

SOUTHAVEN POWER: Inks New Power Deal with Tenn. Valley Authority
TEC FOODS: Wants Sohlen as Franchise and Restructuring Advisor
TELTRONICS INC: Equity Deficit Widens to $2.7 Million at June 30
THOMAS EQUIPMENT: To File Court-Supervised Restructuring of Unit
TODD MCFARLANE: Creditor Wants Case Converted to Chapter 7

TRM CORPORATION: Incurs $4.5 Million Net Loss in Second Quarter
U.S. CONCRETE: Earns $7.2 Million in Second Quarter Ended June 30
UNITED COMPONENTS: Posts $19.1 Mil. 2006 Second Quarter Net Loss
WATTSHEALTH FOUNDATION: Claims Administration Pact Gets Court OK
WBSS LP: Case Summary & Largest Unsecured Creditor

WELD WHEEL: Seeks Chapter 11 Protection, Plans to Sell Assets
WELD WHEEL: Case Summary & 49 Largest Unsecured Creditors
WERNER LADDER: Committee Hires Greenberg Traurig as Co-Counsel
WERNER LADDER: Creditors' Panel Wants Jefferies as Fin'l Advisor
WERNER LADDER: Wants Removal Period Stretched to December 7

WHITING PETROLEUM: Expands Reserves with $26MM Michigan Purchase
WHITNEY INFORMATION: Board Confirms Cash Dividend of $1 Per Share
WINDOW ROCK: Final DIP Hearing Scheduled on August 22
WYNN RESORTS: Las Vegas Subsidiary Refinances Credit Facilities
YUKOS OIL: Foreign Executives Faces Russian Criminal Probe

* BOND PRICING: For the week of August 14 -- August 18, 2006

                             *********

15375 MEMORIAL: Santa Fe Files Chapter 11 Petition in Delaware
--------------------------------------------------------------
Santa Fe Minerals, Inc., and its sole shareholder, 15375 Memorial
Corp., have sought Chapter 11 protection from their creditors.  
Santa Fe and 15375 Memorial filed separate Chapter 11 petitions
with the U.S. Bankruptcy Court for the District of Delaware on
Aug. 16, 2006.

Patrick Fitzgerald, writing for Dow Jones Newswires, says that
Santa Fe's parent, GlobalSantaFe Corp., placed the oil-drilling
company in bankruptcy in an attempt to hold off a $300 million
environmental lawsuit filed last year.

Mr. Fitzgerald says that the three Louisiana landowners who filed
the suit are alleging that around 95 wells drilled by Santa Fe and
another defendant damaged their property.

Wyoming-based Santa Fe shut down 10 years ago and was dissolved in
2000.  Under Wyoming law, creditors of a dissolved corporation can
recover their debts from the dissolved firm's shareholders.

David E. Faure, GlobalSantaFe Corp.'s attorney, said that with
Santa Fe's Chapter 11 filing, the Company plans to file a motion
to dismiss the Louisiana action.


15375 MEMORIAL: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Lead Debtor: 15375 Memorial Corporation
             15375 Memorial Drive
             Houston, TX 77079

Bankruptcy Case No.: 06-10859

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Santa Fe Minerals, Inc.                    06-10860

Type of Business: The Debtor is an oil-drilling company.

Chapter 11 Petition Date: August 16, 2006

Court: District of Delaware

Judge: Kevin Gross

Debtor's Counsel: John D. Demmy, Esq.
                  Stevens & Lee, P.C.
                  1105 North Market St., 7th Fl.
                  Wilmington, DE 19801
                  Tel: (302) 425-3309
                  Fax: (610) 371-8515                   

Estimated Assets: $100,000 to $500,000

Estimated Debts:  More than $100 Million

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


ADELPHIA COMMS: Files Fifth Amended Plan of Reorganization
----------------------------------------------------------
Adelphia Communications Corporation filed drafts of its Fifth
Amended Joint Chapter 11 Plan of Reorganization and the related
Supplement to its Fourth Amended Disclosure Statement with the
U.S. Bankruptcy Court for the Southern District of New York.  

Adelphia and the Official Committee of Unsecured Creditors are co-
proponents of the Fifth Amended Plan, which embodies the framework
agreed upon by Adelphia, its Official Committee of Unsecured
Creditors, and certain ad hoc committees representing most of
Adelphia's major bondholders and trade creditors, as well as
significant individual bond funds, and reflects the compromise
among these important creditor groups pursuant to which
approximately $1.08 billion in value will be transferred from
certain unsecured creditors of various Adelphia subsidiaries to
certain unsecured senior and trade creditors of the Adelphia
Communications parent corporation, subject, in some cases, to
reimbursement from contingent sources of value, including the
proceeds of a litigation trust to be established under the plan to
pursue claims against third-parties that are alleged to have
damaged Adelphia.

Adelphia and the Official Committee of Unsecured Creditors are
seeking an order of the Bankruptcy Court approving the Supplement
to the Disclosure Statement as containing "adequate information"
to enable Adelphia's Chapter 11 bankruptcy creditors and equity
holders to make an informed judgment about the Fifth Amended Plan.  
Adelphia's proposal and prosecution of confirmation of the Fifth
Amended Plan is subject in all respects to entry of such an order,
as well as Bankruptcy Court authorization for Adelphia to propose
and seek votes in respect of the Fifth Amended Plan.  Absent entry
of such an order and authorization, Adelphia's filing of the Fifth
Amended Plan and related Supplement to the Disclosure Statement
shall not be deemed to be a proposal by the Debtors with respect
to the proposed treatment of any claims against equity interests
in Adelphia or its subsidiaries.  If this order is entered and
such authorization is granted, Adelphia and the Official Committee
of Unsecured Creditors will begin the process of soliciting
creditors and equity holders to vote on the Fifth Amended Plan.

A full-text copy of Fifth Amended Joint Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?ff8

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?ff9

                  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.


AMERICAN CELLULAR: Accumulated Deficit Tops $54.7 Mil. at June 30
-----------------------------------------------------------------
American Cellular 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
$99,749 net loss on $125 million of net revenues, compared to
$480,810 million of net income on $122.9 million of net revenues
in 2005.

As of June 30, 2006, the Company's accumulated deficit widened to
$54.7 million from $49.6 million at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fe7

American Cellular Corporation is a rural and suburban provider of
wireless communications services in the United States.  American
Cellular Corporation provides wireless telephone service in
portions of Illinois, Kansas, Kentucky, Michigan, Minnesota, New
York, Ohio, Oklahoma, Pennsylvania, West Virginia and Wisconsin.  
American Cellular Corporation and ACC Holdings, LLC are owned by
Dobson Communications.

                           *     *     *

As reported in the Troubled Company Reporter on July 25, 2006,
Moody's Investors Service assigned a B1 rating to American
Cellular Corporations' proposed senior secured bank facility.  
At the same time, Moody's affirmed all existing ratings of ACC,
Dobson Cellular Systems, Inc., and their parent company, Dobson
Communications Corporation, including Dobson's B3 Corporate Family
Rating and SGL-2 speculative grade liquidity rating.  The outlook
is stable.


AMKOR TECH: Financial Restatement Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service lowered the corporate family and long-
term debt ratings of Amkor Technology, Inc. and maintained the
ratings on review for possible downgrade.  The speculative grade
liquidity rating was downgraded to SGL-4.  The ratings downgrade
was prompted by the company's Form 8-K announcement late yesterday
of non-reliance on past financial statements and intent to
materially restate its financial reports for fiscal years 1998
through 2005 and the March quarter of 2006, which indicates
material weaknesses in the company's disclosure and internal
controls.

The restatements are due to inaccurate accounting treatment for
stock-based compensation expense related to options granted during
these time periods and increased tax liabilities associated with
the adjustments.  Additionally, the downgrade reflects Amkor's
delayed filing of its financial statements, pending the resolution
of an internal investigation into the timing of these past stock
option awards, which triggered a technical default under the
company's note indentures and the restatement notice.  At present,
there is increased uncertainty surrounding the company's potential
liquidity situation given the recent technical default and
possible cross-default under the bank credit agreements.  Finally,
the downgrade also reflects higher than anticipated operating
expenses arising from the restatements and ongoing internal
investigation.

The downgrade stems from Amkor's recent 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 26, 2006, 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 24, 2006, 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 indentures.  It is Moody's understanding that the company
has been notified of a technical default by two trustees.

The downgrade and review for possible downgrade incorporate 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 covenant under the note indentures.  This could prompt
acceleration of the notes and other debt instruments with cross-
acceleration provisions, heightening liquidity concerns.  Under
the note indentures, noteholders representing at least 25% of the
outstanding notes can accelerate if there is an event of default.

In its ongoing review, Moody's will continue to assess the
progress of Amkor's internal investigation of its past stock
option practices, potential liquidity issues, materiality of
financial charges and degree of higher operating costs.

The ratings could decline further 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 of the company's
June 2006 Form 10-Q and restated historical financial reports.  
Further 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 non-material restatements
within the cure period, the ratings could be confirmed and the
outlook stabilized.

These ratings were lowered and kept on review for possible
downgrade:

     * Corporate Family Rating to Caa1 from B3

     * $300 million Senior Secured (2nd lien) Term Loan due
       October 2010 to B3 from B2

     * Senior Unsecured Notes with various maturities totaling
       $1.162 billion to Caa3 from Caa1

     * Subordinated Notes with various maturities totaling
       $354.4 million to Ca from Caa3

These rating was downgraded:

     * Speculative Grade Liquidity Rating to SGL-4 from SGL-3

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.


ATMEL CORPORATION: Wants Panel to Review NASDAQ Staff Notice
------------------------------------------------------------
Atmel Corporation will request a hearing before the NASDAQ Listing
Qualifications Panel to review a NASDAQ Staff Determination notice
stating that the Company is not in compliance with NASDAQ
Marketplace Rule 4310(c)(14), and that the Company's common stock
is subject to delisting, because the Company has not timely filed
its second quarter Form 10-Q for the period ended June 30, 2006.

The hearing request will automatically stay the delisting of
Atmel's common stock, and shares of Atmel common stock will
continue trading on the NASDAQ, pending the outcome of the Panel's
decision.  There can be no assurance that the Panel will grant a
request for continued listing.

Atmel also had received an informal request for information from
the San Francisco District Office of the Securities and Exchange
Commission relating to the Company's past granting of stock
options.  The Company intends to cooperate fully with all matters
related to this request.

On July 25, 2006, Atmel disclosed that the Audit Committee of the
Company's Board of Directors had initiated an independent
investigation regarding timing of past stock option grants and
other potentially related issues.  

As a result of the continuing investigation, the Company did not
file its second quarter Form 10-Q by the extended due date of
Aug. 14, 2006.  The Audit Committee, assisted by independent legal
counsel and independent accounting consultants, will make every
effort to complete the investigation and file its Form 10-Q as
soon as practicable.

                          About Atmel

Based in San Jose, California, Atmel Corporation (Nasdaq: ATML) --
http://www.atmel.com-- designs and manufactures microcontrollers,  
advanced logic, mixed-signal, nonvolatile memory and radio
frequency components.  Leveraging one of the industry's broadest
intellectual property technology portfolios, Atmel is able to
provide the electronics industry with complete system solutions.  
It is focused on consumer, industrial, security, communications,
computing and automotive markets.

                          *     *     *

Standard & Poor's Rating Services assigned its single-B long-term
foreign issuer and long-term local issuer credit ratings to Atmel
Corp. on Oct. 24, 2001, and said the outlook, at that time, was
negative.


AUSTIN CO: Disclosure Statement Hearing Postponed to October 19
---------------------------------------------------------------
The Honorable Pat E. Morgenstern-Clarren of the U.S. Bankruptcy
Court for the Northern District of Ohio postponed the hearing on
the Disclosure Statement explaining the Joint Plan of Liquidation
of The Austin Company and its debtor-affiliates to Oct. 19, 2006.  
The extension will allow the Official Committee of Unsecured
Creditors more time to examine and object to the Disclosure
Statement.  The Committee has until Oct. 6, 2006, to file its
objections.

                       Overview of the Plan

The Plan provides for the liquidation of the Debtors assets for
the distribution to holders of allowed claims.

On the effective date of the Plan, all of the Debtors' estates
will be substantively consolidated for distribution and all assets
will be transferred to, and will vest in, a Liquidating Trust.  
Under the Plan, a Liquidating Trustee will be appointed and will
continue to liquidate all assets, reconcile claims and make
distributions to the creditors holding Allowed Claims.

                        Treatment of Claims

Under the Plan, all administrative claims will be paid in full on
the later to occur of:

   a) the Effective Date or;

   b) 11 days after the date upon which administrative claim is
      allowed.

Holders of allowed tax priority claims with an estimated amount of
$350,000 will receive, in full satisfaction of its allowed claim,
cash equally to the amount of the allowed claim after the
Effective Date.

St. Paul holding's secured claims of up to $14 million will be
paid in full on:

   a) the Initial Distribution Date; or

   b) as soon as possible after that claim is allowed by final
      Court-order, subject to any applicable reduction or
      surcharge pursuant to section 506(c) of the Bankruptcy Code.

Each holder of Priority Unsecured Claims totaling $480,000 will be
paid in full without interest on the Effective Date or 30 days
after the priority claim is allowed.

Holders of the Allowed General Unsecured Claims will receive, in
full and final satisfaction and release of their claims.  The Plan
also provides for the pro rata distributions to holders of Allowed
General Unsecured Claims.

Interest Holders will receive no distribution under the Plan.

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

  http://www.researcharchives.com/bin/download?id=060608060122

Headquartered in Cleveland, Ohio, The Austin Company is an
international firm offering a comprehensive portfolio of in-house
architectural, engineering, design-build, construction management
and consulting services.  The Company also offers value-added
strategic planning services including site location,
transportation and distribution consulting, and facility and
process audits.  The Company and two affiliates filed for chapter
11 protection on Oct. 14, 2005 (Bankr. N.D. Ohio
Lead Case No. 05-93363).  Christine M. Pierpont, Esq., at Squire,
Sanders & Dempsey, LLP, represents the Debtors in their
restructuring efforts.  M. Colette Gibbons, Esq., and Victoria E.
Powers, Esq., at Schottenstein Zox & Dunn Co., LPA, represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


BEARD COMPANY: June 30 Balance Sheet Upside-Down by $7.1 Million
----------------------------------------------------------------
The Beard Company filed its financial results for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Aug. 14, 2006.

For the three months ended June 30, 2006, the Company incurred a
$665,000 net loss on $509,000 of net revenues, compared to a
$375,000 net loss on $327,000 of net revenues for the same period
in 2005.

At June 30, the Company's balance sheet showed $11.4 million in
total assets and $18.6 million in total liabilities, resulting in
a $7.1 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $600,000 in total current assets available to pay
$10.7 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?feb

Based in Oklahoma City, Oklahoma, The Beard Company --
http://www.beardco.com/home.htm-- focuses on fuel and chemical  
production.  It operates coal fines reclamation facilities in the
U.S., has produced carbon dioxide gas since the early 1980's, and
operates organic chemical compound fertilizer plants in China.  
The Company also operates its e-Commerce segment, which develops
business opportunities to leverage Starpay's(TM) intellectual
property portfolio of Internet payment methods and security
technologies.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Cole & Reed, P.C., in Oklahoma City, Oklahoma, raised substantial
doubt about Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's recurring losses and negative cash flows from
operations.


BMC INDUSTRIES: Court Confirms 2nd Amended Plan of Reorganization
-----------------------------------------------------------------
The Honorable Robert J. Kressel of the U.S. Bankruptcy Court for
the District of Minnesota confirmed the Second Amended Plan of
Reorganization filed in the chapter 11 cases of BMC Industries
Inc. and its debtor-affiliates.

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

The Plan provides for the substantive consolidation of the
Debtors' estates.  All debtor-affiliates will be deemed merged
with BMC Industries, canceling inter-company claims.

The Plan provides for:

   (1) the distribution in cash on the plan's effective date to
       the holders of:

       -- allowed administrative expense claims, aggregating
          $2,469,000, and

       -- allowed priority non-tax claims, totaling $4,500;

   (2) the distribution in cash, in equal annual installments of
       principal and interest, to holders of allowed priority tax
       claims, amounting to $166,000 beginning six months
       following full payment of a working capital adjustment and
       with the final installment payable no later than the fifth
       anniversary of the Effective Date;

   (3) the distribution on the Effective Date to the holders of
       allowed other secured claims, at the option of the
       liquidating trustee, either:

       (a) the proceeds of the sale or disposition of the
           collateral securing the allowed secured claim to the
           extent of the value of the holder's secured interest in
           the allowed secured claim, net of the costs of
           disposition of the collateral;

       (b) the collateral securing the allowed secured claim;

       (c) other treatment that leaves unaltered the legal,
           equitable, and contractual rights to which the holder
           of the allowed other secured claim is entitled; or

       (d) other distribution as necessary to satisfy the
           requirements of the Bankruptcy Code;

   (4) the creation of a Liquidating Trust for the benefit of
       general unsecured creditors of the Debtors and through
       the distribution on the Effective Date to the holders
       of allowed general unsecured claims amounting to
       $55.65 million and to the holders of allowed prepetition
       lender claims, totaling $70.6 million, of interests in the
       Liquidating Trust; and

   (5) cancellation of equity interests.

Headquartered in Ramsey, Minnesota, BMC Industries Inc. --
http://www.bmcind.com/-- is a multinational manufacturer and  
distributor of high-volume precision products in two business
segments, Optical Products and Buckbee Mears.  The Company, along
with its affiliates, filed for chapter 11 protection (Bankr. D.
Minn. Case No. 04-43515) on June 23, 2004.  Jeff J. Friedman,
Esq., at Katten Muchin Zavis Rosenman, and Clinton E. Cutler,
Esq., at Fredrikson & Byron, P.A., represent the Debtors in there
restructuring efforts.  Thomas J. Flynn, Esq., at Larkin, Hoffman,
Daly & Lindgren, Ltd., represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
its creditors, it listed $105,253,000 in assets and $164,751,000
in liabilities.


CALPINE CORP: Court Approves $90.1 Million Dighton Project Sale
---------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained permission from
the U.S. Bankruptcy Court for the Southern District of New York
to:

   (a) enter into the Dighton Project Asset Purchase Agreement;
       and

   (b) assume and assign the Assigned Contracts.

The Court exempted the Sale of the Dighton Project from any stamp
tax.

Debtor Dighton Power Associates Limited Partnership owns a 170-
megawatt gas-fired combined cycle electric generating facility in
Dighton, Massachusetts.  The Dighton Project is comprised of
nearly 60 acres of land, with the main facility site occupying
approximately six acres.  Currently, there are 15 full-time
employees assigned to the Dighton Project, all of whom are non-
union employees.

The Debtors, the Official Committee of Unsecured Creditors, and
the Unofficial Committee of Second Lien Debtholders, in
consultation with Law Debenture Trust Company of New York, as
Indenture Trustee for the First Lien Noteholders, determined that
the Dighton Project would not maximize nor sustain Calpine
Corporation's overall enterprise value.

The Committees have agreed that the Debtors may use up to
$600,000 of the DIP Facility proceeds to fund operations and
expenses at the Dighton Project.

During the peak summer season, the Dighton Project is cash flow
positive.  However, in the fall, the Dighton Project may
experience a liquidity crisis, Bennett L. Spiegel, Esq., at
Kirkland & Ellis LLP, in Los Angeles, California, tells the
Court.

Because of the impending liquidity crisis, the Debtors agree to
sell substantially all of the assets in the Dighton Project.  As
a result, the Debtors executed an Asset Purchase Agreement for
the sale of the Dighton Project to BG North America LLC.

The salient terms of the Asset Purchase Agreement are:

   (1) BG North America will pay to Dighton Power:

          -- $89,815,600 in cash on Closing Date; and

          -- $370,000 as cure payment for the Assigned Contracts;

   (2) The Acquired Assets will be transferred free and clear of
       all liens, claims, encumbrances and other interests other
       than any Permitted Liens and Assumed Liabilities.

       The Acquired Assets include:

          (a) all real property owned by Dighton Power, and all
              improvements, structures and fixtures on the real
              property;

          (b) all of Dighton Power's rights under the leased real
              property;

          (c) all of Dighton Power's rights under the easements,
              rights of way, real property licenses, and other
              real property entitlements related to its Owned and
              Leased Real Property;

          (d) all of Dighton Power's owned equipment, spare
              parts, machinery, furniture, fixtures, and other
              personal property used exclusively in the Dighton
              Project, and Dighton's rights to the warranties and
              Licenses for the Equipment;

          (e) all of Dighton Power's rights under sales orders,
              service agreements and customer contracts;

          (f) all of Dighton Power's rights under these supplier
              contracts:

                 * Interconnection Agreement with Montaup
                   Electric Company, dated April 10, 1997,

                 * Operational Balancing Agreement with Algonquin
                   Gas Transmission Company, dated March 15,
                   2000,

                 * Water Agreement with Dighton Water District,
                   dated March 27, 1997,

                 * Parts Sales and Maintenance Service Agreement
                   with ALSTOM Power, Inc., dated Aug. 20, 1997,
                   and

                 * Blanket Terms and Conditions for Renewal
                   Parts, Equipment and Services with ALSTOM
                   Power, Inc., dated Feb. 29, 2000;

          (g) all of Dighton Power's rights under the:

                 * Tax Increment Financing Agreement with the
                   town of Dighton, dated Oct. 30, 1995, and

                 * Dighton Charitable Fund Advisory Committee
                   Agreement with the town of Dighton, dated
                   Oct. 7, 1999;

          (h) all inventories of fuel, chemical and gas supplies,
              materials and critical spares located at or in
              transit to the Dighton Project on the Closing Date,
              and the rights associated with each inventory;

          (i) any computer software or systems owned exclusively
              by Dighton Power, and the licenses for each
              computer software or system;

          (j) all rights of Dighton Power under permits,
              authorizations, approvals, registrations, Emission
              Allowances and licenses issued by government
              agencies related exclusively to the operation of
              the Dighton Project;

          (k) copies of all Business Records;

          (l) the Dighton Plant;

          (m) rights to and goodwill represented by the names
              "Dighton Plant," "Dighton" and "Dighton Power
              Project"; provided that BG North America cannot use
              a name that includes a Calpine Mark; and

          (n) all assets relating to Employee and Benefit
              Matters;

   (3) The Excluded Assets consist of:

          (a) all of Dighton Power's cash and cash equivalents,
              marketable securities, prepaid expenses, advance
              payments, surety accounts, deposits and other
              similar prepaid items, checks in transit and
              undeposited checks;

          (b) all of Dighton Power's accounts and notes
              receivable as of 11:59 p.m., on the Closing Date;

          (c) assets, property and other rights held or owned by
              the Debtors not used exclusively by Dighton Power
              in the operation of the Dighton Project;

          (d) forecasts, financial statements and proprietary
              manuals prepared by or used by Dighton Power to the
              extent not relating exclusively to the Dighton
              Project;

          (e) all of Dighton Power's rights under Contracts that
              are not Assigned Contracts;

          (f) all assets to be retained by Dighton Power relating
              to Employee and Benefit Matters;

          (g) all rights to claims, refunds or adjustments with
              respect to Excluded Assets, all other refunds or
              adjustments relating to any proceeding before any
              government agency relating to the period before the
              closing date, and all rights to insurance proceeds;

          (h) any of Dighton Power's asset that would constitute
              an Acquired Asset that is conveyed or otherwise
              disposed of from July 6, 2006, until the closing
              date;

          (i) all losses, loss carry forwards and rights to
              receive refunds, credits and loss carry forwards
              with respect to all of Dighton Power's taxes
              incurred on or before the Closing Date, including
              interest receivable;

          (j) all rights and claims of Dighton Power arising out
              of events before the Closing Date;

          (k) all shares of capital stock, partnership interests
              or other equity interests of Dighton Power and all
              of its affiliates;

          (l) all of Dighton Power's rights under the APA and
              under any other agreement between Dighton Power and
              BG North America;

          (m) all rights to or goodwill pertaining to all names,
              marks, trade names, trademarks and service marks
              incorporating the name Calpine;

          (n) all rights under any contract that has been
              guaranteed by Calpine or to which Calpine is a
              party;

          (o) all Retained Books and Records;

          (p) all of Dighton Power's rights to recovery of
              collateral given to obtain letters of credit and
              rights to recover amounts drawn or paid on letters
              of credit;

          (q) all accounts receivable and other amounts due to
              Dighton Power from any of its affiliates and all of
              Dighton Power's rights and claims against any of
              its affiliates, including all of Dighton Power's
              claims against Calpine; and

          (r) the MAXIMO computerized maintenance information
              software, the PI server software, certain IT
              equipment, other proprietary Calpine data, and
              certain rented cylinders for gas inventories.

   (4) Dighton will assume and assign these Agreements to BG
       North America:

          (a) Tax Increment Financing Agreement with the town of
              Dighton, dated Oct. 30, 1995, and

          (b) Dighton Charitable Fund Advisory Committee
              Agreement with the town of Dighton, dated
              Oct. 7, 1999;

   (5) The Assumed Liabilities include all of Dighton Power's
       liabilities under the Assigned Contracts, the Acquired
       Assets, the Permits, the Employees' Benefits, Transaction
       Taxes, and personal property taxes;

   (6) Dighton Power will retain liabilities with respect to
       accounts payable other than those under Assigned Contracts
       and all liabilities arising in connection with the
       Excluded Assets.  Dighton Power will also retain any
       credit that is not an Assumed Liability and any claim
       relating to the Open-End Mortgage, Security Agreement,
       Assignment of Rents and Leases, Fixture Filing and
       Financing Statement, dated Sept. 15, 1997, in favor of
       Toronto Dominion (Texas), Inc., as collateral agent;

   (7) BG North America will deposit in an Escrow Account:

          -- $4,490,780 on Calpine's approval of the Purchase
             Notice, and

          -- $4,490,780 on the Court's entry of the Sale Order;
             and

   (8) BG North America is entitled to payment of a break-up fee
       and expense reimbursement.

A full-text copy of the 128-page Dighton Project APA is available
for free at http://ResearchArchives.com/t/s?de3

Mr. Spiegel tells the Court that the value the Debtors will
receive from the sale exceeds any value the Debtors could get for
the Acquired Assets if they are required to liquidate their
assets.  The Debtors' professionals have assessed that the
Debtors would be unlikely to obtain more than $20,000,000 if the
Dighton Facility was shut down and sold piecemeal.

According to Mr. Spiegel, no other entity has offered to purchase
the Dighton Project Assets for greater economic value than BG
North America.

The Debtors believe that the proposed sale to BG North America,
subject to a market test through an auction, will serve to
maximize the value received for the Dighton Project.

If no timely, conforming Qualifying Bids are submitted by Aug. 30,
2006, Dighton Power will seek a sale hearing to take place on
Sept. 13, 2006, to consider the APA with BG North America.

If two or more competing bids are received, the Auction will be
held on Sept. 11, 2006, at Kirkland & Ellis LLP, Citigroup
Center in New York.

Judge Lifland makes it clear that the Order is without prejudice
to ISO-New England, Inc.'s rights to assert claims it may have
arising from the Transmission, Market and Services Tariff and the
Market Participant Service Agreement.

                       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)


CALPINE CORP: Postpones Auction for Firm Transportation Contract
----------------------------------------------------------------
Roger J. Higgins, Esq., at Kirkland & Ellis LLP, in New York,
counsel for Calpine Corp. and its debtor-affiliates, informs the
U.S. Bankruptcy Court for the Southern District of New York that
the Auction to determine the highest bidder for the sale of the
Firm Transportation Service Contract is adjourned to a later date
yet to be determined.

A hearing to consider the proposed sale will be held at
10:00 a.m., on Sept. 13, 2006.

As reported in the Troubled Company Reporter on Aug. 11, 2006,
the Hon. Burton R. Lifland approved the proposed Bidding
Procedures for the sale of the Firm Transportation Service
Contract between Debtor Rumford Power Associates Limited, Calpine
Corp. and its debtor-affiliates, and TransCanada Pipelines
Limited.

The judge ordered that if two or more bids are received, an
Auction will be held on Aug. 14, 2006, at Calpine Corporation's
offices at 717 Texas Avenue, Suite 1000, in Houston, Texas.

If no competing bids are submitted, a sale hearing will be
conducted on Aug. 15, 2006, at 10:00 a.m.

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


CARLTON COVE: Wants Residents' Panel In Lieu of Patient Ombudsman
-----------------------------------------------------------------
Carlton Cove, Inc., asks the U.S. Bankruptcy Court for the
Northern District of Alabama to dispense with the appointment of a
patient care ombudsman in its chapter 11 case and, in the
alternative, authorize the formation of a Committee of Residents
of the Carlton Cove community.

The Debtor tells the Court that the Residents' Committee will
ensure that the needs and interests of all residents, including
without limitation the patients of Debtor's skilled nursing
facility, are adequately represented.

                    Patient Care Ombudsman

The Debtor relates that the Bankruptcy Abuse Prevention and
Consumer Protection Act of 2005 implemented a number of changes to
the administration of cases involving health care businesses.

New Code Section 101(27A) defines a "health care business" broadly
as "any public or private entity that is primarily engaged in
offering to the general public facilities and services for (i) the
diagnosis or treatment of injury, deformity, or disease; and (ii)
surgical, drug treatment, psychiatric or obstetric care."

The definition also expressly states that a "health care business"
includes skilled nursing facilities, intermediate care facilities,
assisted living facilities, homes for the aged, domiciliary care
facilities, and any other long-term care facility as well as any
"health care institution" related to such long-term care
facilities that "is primarily engaged in offering room, board,
laundry, or personal assistance with activities of daily living
and incidentals to activities of daily living."

The Debtor says that although the Skilled Nursing Facility is only
a portion of Debtor's facilities, under the broad new definition,
Debtor is likely a "health care business."

In a Chapter 7, 9 or 11 case where the debtor is a "health care
business," new Code Section 333 requires the Court to order the
appointment of a patient care ombudsman not later that 30 days
after commencement of the case unless "the court finds that the
appointment of the ombudsman is not necessary for the protection
of patients under the specific facts of the case."

If appointed, the patient care ombudsman is to (a) monitor the
quality of patient care provided to patients of the debtor and (b)
report to the court in writing, or at a hearing, on not less than
60-day intervals after notice to the parties in interest his or
her observations about patient care.

            The Residents' Council of Carlton Cove

The Debtor relates that on April 2003, the Residents' Council of
Carlton Cove was established to promote the general well-being,
and enhance the quality of life of the residents as a whole by
acting as a close liaison between the residents and the Board of
Directors and the Executive Director of Debtor.  The Residents'
Council consists of nine members elected by the residents at large
during an annual meeting held each April.

The Debtor discloses that before it filed for bankruptcy, it
worked with the Residents' Council, as well as conducted several
town meetings with residents, to provide up-to-date information to
residents about Debtor's intentions regarding financial
restructuring.

          Residents' Committee vs. Patient Ombudsman

The Debtor contends that its case is one where the appointment of
a patient care ombudsman is not necessary for the protection of
patients.

The Debtor says that the Skilled Nursing Facility is but one
component of the services it offers to the community and although
quality skilled nursing care is a key amenity offered at Carlton
Cove, and a service that receives much attention and focus from
Debtor's management, it represents only a portion of the overall
average annual revenues for the Debtor.

The Debtor argues that its management is fully capable of
continuing to monitor patient care as carefully as it has since
the first patients were admitted to the facility, without the
additional administrative cost of an ombudsman.

Furthermore, the Debtor has, to date, operated its Skilled Nursing
Facility diligently and in full compliance with all regulatory
requirements.

The Debtor further argues that in the unlikely event that patient
care issues do arise, the Residents' Committee -- if allowed --
will be in existence and fully capable of receiving input and
information from patients and families.

The Debtor tells the Court that while it is not its intent that
the Residents' Committee and its counsel assume the duties of an
ombudsman under Section 333 of Title 11 of the U.S. Code, it
certainly seems that the very existence of the Residents'
Committee, along with the Carington Health Center, a skilled-
nursing facility inside its campus, form sufficient basis for the
Court to find that it is unnecessary, at this time, to appoint a
patient care ombudsman.

Headquartered in Huntsville, Alabama, Carlton Cove, Inc. --
http://carltoncove.org/-- offers independent living homes and  
apartments, assistance with daily living activities, dementia care
and skilled nursing care.  The Company filed for chapter 11
protection on Aug. 9, 2006 (Bankr. N.D. Ala. Case No. 06-81553).  
Robert H. Adams, Esq., at Maynard Cooper & Gale PC, represents the
Debtor.  When the Debtor filed for protection from its creditors,
it listed total assets of $41,992,164 and total debts of
$78,615,718.


CENTRAL FREIGHT: Plans to Solicit Merger Proxies in September
-------------------------------------------------------------
Central Freight Lines, Inc. expects to move towards completion of
its merger transaction by responding within the next week to a
second set of comments from the Securities and Exchange
Commission.

The Merger Agreement provides that a company controlled by Jerry
Moyes and certain related parties would become the owners of
Central, and Central would cease to be a publicly traded company.

"We now expect to mail the finalized definitive proxy statement to
stockholders in September," Bob Fasso, Central's Chief Executive
Officer and President, stated.   "The proxy statement will solicit
proxies for voting on the Merger transaction at our Annual
Meeting, which will be held approximately 30 days from the date
the proxy statements are mailed to our stockholders."

"I am pleased with the continued progress made on the Merger and
look forward to closing the transaction as soon after the Annual
Meeting as possible," Jerry Moyes added.

In addition, Central reached oral agreements in principle with the
plaintiffs to settle all outstanding securities class action
litigation, two purported derivative actions related to the period
between the date of Central's initial public offering and August
2004, and a third derivative action related to the merger
transaction.  The agreements do not contain any admission of fault
or wrongdoing on the part of Central or any of the individual
defendants in such litigation.  

The agreements are subject to the completion of the usual and
customary documentation for such settlements, and are subject
to, and conditioned upon, final court approval.  The settlements
will be funded from the proceeds of Central's directors' and
officers' liability insurance policy.  It is a condition to the
consummation of the Merger that this litigation be settled within
Central's limits of coverage under the applicable insurance
policies.

On Jan. 30, 2006, Central entered into an Agreement and Plan of
Merger, with North American Truck Lines, LLC and Green Acquisition
Company.  Under the Merger Agreement, Green will merge with and
into Central, with Central continuing as the surviving
corporation. Both NATL and Green are controlled by Mr. Moyes, with
Green being a wholly owned subsidiary of NATL.

On April 17, 2006, Central filed a preliminary proxy statement
with the EC for its 2006 Annual Meeting of Stockholders.  On
May 16, 2006, Central received comments from the SEC, which were
answered by Central on June 19, 2006.  On July 5, 2006, the SEC
issued a second set of comments, which Central expects to address
in a filing within the next week.  Once the SEC's review of the
proxy statement is finalized, the definitive proxy statement
will be mailed to Central's stockholders to solicit proxies for
voting on the merger and other matters presented at the Annual
Meeting.

Based in Waco, Texas, Central Freight Lines, Inc. (Nasdaq: CENF)
-- http://www.centralfreight.com/-- is a regional less-than-
truckload trucking company that has operations in the Southwest,
Midwest, and Northwest regions of the United States.  The Company
offers inter-regional service between operating regions and
maintain alliances with other similar companies to complete
transportation of shipments outside the Company's operating
territory.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 17, 2006,
McGladrey & Pullen, LLP, in Dallas, Texas, raised substantial
doubt about Central Freight Lines, Inc.'s ability to continue
as a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditor pointed to the Company's recurring losses from operations
and negative working capital.


CHARTERMAC: Completes Acquisition of ARCap Investors
----------------------------------------------------
CharterMac, with its subsidiaries, completed the acquisition of
ARCap Investors, LLC.

The Company disclosed that ARCap is a fund manager specializing in
the acquisition, management and servicing of high-yield commercial
mortgage-backed securities and high-yield direct real estate
loans.  The Irving, Texas-based company, manages a portfolio of
over $2 billion of CMBS for its institutional clients and for its
own account.

"We are thrilled to announce the closing of the ARCap acquisition
and we welcome ARCap's employees to the CharterMac team," Marc D.
Schnitzer, chief executive officer and president, said.  "With the
completion of this transaction, CharterMac has over $28 billion of
real estate assets under management.  In addition, we are on
schedule to transfer our loan servicing operation to ARCap by
early 2007, which we expect to provide $2.5 million to $3 million
in annual cost savings to CharterMac.  We look forward to working
with our colleagues at ARCap to grow our existing businesses and
to develop new products and strategies that will build shareholder
value."

The Company entered into a $250 million, six-year term loan, the
proceeds of which will be used to pay the cash portion of the
transaction consideration and to retire existing Company debt.  
The Company also entered into a $250 million revolving credit
facility that will be used to retire existing debt, to replace an
existing tax credit warehouse facility and for general corporate
purposes.  The Term Loan and the Revolver will simplify the
Company's capital sources, provide additional liquidity and
eliminate costs associated with maintaining the existing debt
facilities.

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

                          *     *     *

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


CITGO PETROLEUM: Sells Texas Refinery to Lyondell for $2.1 Billion
------------------------------------------------------------------
Rafael Ramirez, Venezuela's energy and petroleum minister, said in
published reports, that Petroleos de Venezuela has agreed to sell
Citgo Petroleum Corp.'s 41.25% stake in Lyondell-Citgo Refining
L.P. -- a plant based in Houston, Texas -- to co-owner Lyondell
Chemical Co. for about $2.1 billion.

After two years of study and negotiation, the sale of the stake
was approved, Minister Ramirez, who is also the president of
Petroleos de Venezuela, said.

The negotiation for the Lyondell-Citgo plant has been concluded,
Minister Ramirez told the press at the headquarters of Petroleos
de Venezuela.  "It's being sold to Lyondell," he said.

The sale was expected to be $2.1 billion, but due to debt and
taxes, Petroleos de Venezuela would net about $1.3 billion.  
Proceeds from the sale would be deposited in Fondem -- a fund that
uses Petroleos de Venezuela's money to support development
projects in Venezuela.

Minister Ramirez said that the sale could be finalized in a few
days.

Petroleos de Venezuela decided to sell the Lyondell-Citgo stake to
cancel a 25-year contract.  Under this contract, the company
supplied crude at a discount of $2 per barrel.  The contract was
at its eighth year.

Minister Ramirez said, "The contract has been replaced with a new
five-year one."

Venezuela would continue to supply crude to the Lyondell-Citgo
plant under the new terms of the five-year supply contract.  The
nation would receive:

    -- $1.3 billion in earnings on the deal, after discounting
       debt payments, and

    -- $1 billion in taxes.

Patrick Esteruelas, an Eurasia Group analyst, told the Associated
Press that the sale of Citgo's stake in the Lyondell-Citgo
refinery is part of a plan to drop off some US refinery assets to
invest more in oil exploration and production in Venezuela.

"Venezuela can afford to divest some of its refining assets.  The
overall operations of the (Lyondell) refinery certainly haven't
changed in any significant or material way," Mr. Esteruelas was
quoted by AP as saying.

The acquisition gives Lyondell sole ownership of the 268,000-
barrel-per-day Houston refinery, which is strategically located on
the U.S. Gulf Coast with access to interstate pipelines and the
Port of Houston.  The facility refines very heavy high-sulfur
crude oil into clean fuels including reformulated gasoline and
low-sulfur diesel, as well as other high- value products such as
jet fuel and aromatics.  With the completion of the transaction,
the refining operation will become a wholly owned subsidiary of
Lyondell.

                          About Lyondell

Lyondell Chemical Company, headquartered in Houston, Texas, is
North America's third-largest independent, publicly traded
chemical company.  Lyondell manufactures basic chemicals and
derivatives including ethylene, propylene, titanium dioxide,
styrene, polyethylene, propylene oxide and acetyls.  It also is a
refiner of heavy, high-sulfur crude oil and a significant producer
of gasoline-blending components.

                           About Citgo

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/-- is owned by PDV America, an indirect,  
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                           *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.

Citgo carries Fitch's BB- Issuer Default Rating.  Fitch also rates
the Company's $1.15 billion senior secured revolving credit
facility maturing in 2010 at 'BB+', its $700 million secured term-
loan B maturing in 2012 at 'BB+', and its senior secured notes at
'BB+'.


CLEAN EARTH: Court Converts Ch. 11 Cases to Ch. 7 Liquidation
-------------------------------------------------------------
The Honorable Joseph M. Scott of the U.S. Bankruptcy Court for the
Eastern District of Kentucky in Lexington, converted the chapter
11 cases of Clean Earth Kentucky, LLC, and its debtor-affiliates
to chapter 7 liquidation proceedings on Aug. 14, 2006, at the
Debtors' request.  

Laura Day DelCotto, Esq., at Wise Delcotto PLLC, in Lexington,
Kentucky, told the Court that substantially all of the Debtors'
assets have now been sold.  Debtor Clean Earth Kentucky can pay
all its administrative expenses but is unable to have a plan
confirmed.

In conjunction with the sale of Debtor CEK's assets, the Court
also approved a settlement between Debtor CEK and US Acquisition
pursuant to which:

   (1) US Acquisition agreed to a carve-out from its cash
       collateral and its Debtor-in-Possession Financing Lien,
       either from operating funds, cash on hand and collections,
       sale proceeds, or otherwise, for certain costs of
       administration of Debtor CEK as follows:

       (a) an additional carve-out for Debtors' professionals of
           up to $75,000; and

       (b) up to $60,000 for broker General Capital Partners for
           amounts to be paid under that Agreement between Debtor
           Clean Earth Kentucky and General Capital Partners, LLC
           dated June 22, 2006.  These carve-outs have been
           exhausted.

   (2) US Acquisition agreed that it will not share in any future
       distribution from the estate that might arise from
       recoveries from actions brought pursuant to Sections 546
       and 550 of the Bankruptcy Code; and

   (3) U.S. Acquisition agreed to pay trust fund taxes up to
       $279,817.  Trust Fund Taxes include all federal, state and
       local income taxes and Federal Insurance Contributions Act
       and Medicare taxes withheld by the Debtor CEK from its
       employees compensation during the period beginning on the
       Debtors' bankruptcy petition date and ending on the date of
       the Closing of the Sale and not paid by the Debtor CEK to
       the applicable taxing authority;

As part of the purchase price in the asset purchase agreement
between US Acquisition and Debtor CEK, US Acquisition also agreed
to pay an additional $100,000 in cash at closing.  In addition,
Debtor Clean Earth Environmental Group, LLC, agreed to pay $50,000
at closing to Debtor CEK in exchange for the release by Debtor CEK
and the Secured Lender of any liability Debtor CEEG may have in
connection with postpetition accounts receivable owed by Debtor
CEEG to Debtor CEK.

As a result of the sale and the settlement, Debtor CEK is
currently holding around $150,000 in funds which will be
distributed on a pro rata basis to pay its administrative
claimants (which sum does not include amounts specifically set
aside to pay Trust Fund Taxes or the specified carve-outs).  

In addition, Debtor CEK is currently investigating the potential
value of its remaining assets, including, but not limited to its
chapter 5 avoidance claims.  While it is anticipated that the
proceeds generated from the sale of Debtor CEK's assets and the
recovery from any avoidance actions will not be sufficient to pay
the administrative claims of Debtor CEK in full, Debtor CEK
believes that it will be able to make a significant distribution
to its administrative claimants.

Headquartered in Cynthiana, Kentucky, Clean Earth Kentucky, LLC
-- http://www.cleanearthllc.com/-- manufactures specialized    
sewer machines, street sweepers, and refuse trucks.  The Company
and its affiliate, Clean Earth Environmental Group, LLC, filed
for chapter 11 protection on Jan. 24, 2006. (Bankr. E.D. Ky.
Case No. 06-50052).  Laura Day DelCotto, Esq., at Wise DelCotto
PLLC, represents the Debtors in their restructuring efforts.  
R. Scott Williams, Esq., at Haskell Slaughter Young & Rediker,
LLC, represents the Official Committee of Unsecured Creditors.  
When the Debtors filed for protection from its creditors, they
estimated individual assets and debts between $10 million to
$50 million.


CONSOLIDATED GOLD: Defaults on $1.25MM Snowfield Dev't Payments
---------------------------------------------------------------
Snowfield Development Corp. clarifies the status of the Ticho
Diamond Project located near Drybones Bay, Great Slave Lake,
Nortwest Territories.  The Ticho Project, encompassing
approximately 40,000 acres of mineral claims, hosts the Mud Lake
kimberlite sill discovered by Snowfield in early 2003.  

The Mud Lake Kimberlite is located on the Drybones No. 4 Mineral
Claim.  The Claim is the subject of an Option Agreement with
Consolidated Gold Win Ventures Inc., which granted Gold Win an
option to earn a 39.6% interest in the Drybones No. 4 Mineral
Claim.

                  Terms of the Option Agreement

The essence of the Option Agreement obligated Gold Win to pay
Snowfield an aggregate of $1,250,000 in cash payments, issue to
Snowfield 5,000,000 common shares of its capital stock and fund an
aggregate of $2,500,000 in exploration and development work on the
Drybones 4 Mineral Claim.  The cash payments, share issuances and
exploration funding payments were spaced in tranches over a
12-month period.  

                  Default on Funding Tranches

On July 19, 2006, Gold Win defaulted on their first exploration
funding payment and was deemed to be in default of the Option
Agreement.  The second exploration funding tranche, due July 31,
2006, has also now been defaulted by Gold Win and Snowfield has
accepted a Notice of Abandonment of the Option Agreement from Gold
Win.

Despite Gold Win's failure to meet its option agreement
obligations, Snowfield has continued to move ahead with all of the
exploration programs scheduled for the 2006 summer season.

During the current year, Snowfield has expended in excess of
$750,000 on exploration expenditures on its Ticho Diamond Project.  
These expenditures have been fully funded by Snowfield with no
exploration funding payments having been received from Gold Win.

                         About Snowfield

Based in Vancouver, British Columbia, Snowfield Development Corp.
(TSX:SNO) -- http://www.snowfield.com/-- is in the business of  
acquiring, exploring and developing natural resource properties.  
The Company is active in diamond and gold exploration and
development in a number of areas.

                         About Gold Win

Based in Vancouver, British Columbia, Consolidated Gold Win
Ventures Inc. -- http://www.v-cgw.com/-- is a mineral exploration  
company, specializing in gold, diamonds, and platinum.


CONSTELLATION BRANDS: Completes $700 Million Debt Offering  
----------------------------------------------------------
Constellation Brands, Inc., completed the sale of $700 million
aggregate principal amount of Senior Notes, due 2016, with a 7.25%
coupon at a price of 99.02% of the principal amount of the Senior
Notes.

The notes are senior obligations that rank equally with all of the
Company's other senior unsecured indebtedness.

The notes will be fully and unconditionally guaranteed by the
subsidiaries that are guarantors under Constellation Brands'
senior bank credit facility.

Constellation Brands is using the $685 million in net proceeds
(after estimated expenses of the offering and underwriters
discounts) from the sale of the notes to reduce a corresponding
amount of borrowings under its senior bank credit facility.

The offering was made only by means of a prospectus supplement and
the accompanying prospectus, copies of which may be obtained by
contacting:

     Kim Bruzzese
     Citigroup Global Markets Inc.
     Telephone (212) 723-6046

                   About Constellation Brands

Based in Fairport, New York, Constellation Brands, Inc. (NYSE:STZ,
ASX:CBR) -- http://www.cbrands.com/-- produces and markets  
beverage alcohol brands with a broad portfolio across the wine,
spirits and imported beer categories.  Well-known brands in
Constellation's portfolio include: Almaden, Arbor Mist, Vendange,
Woodbridge by Robert Mondavi, Hardys, Nobilo, Kim Crawford, Alice
White, Ruffino, Kumala, Robert Mondavi Private Selection, Rex
Goliath, Toasted Head, Blackstone, Ravenswood, Estancia,
Franciscan Oakville Estate, Inniskillin, Jackson-Triggs, Simi,
Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet, Mr.
Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-Chi's,
99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona Extra,
Corona Light, Pacifico, Modelo Especial, Negra Modelo, St. Pauli
Girl, Tsingtao.

                          *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Moody's Investors Service assigned a (P)Ba2 rating to
Constellation Brands, Inc.'s new shelf and concurrently, a Ba2
rating to Constellation's new $500 million senior unsecured note,
due 2016.  Constellation's existing ratings are not affected by
these actions, and have been affirmed.  The ratings outlook
remains negative.


CORPORATE AND LEISURE: Section 341(a) Meeting Continued to Aug. 24
------------------------------------------------------------------
Ilene J. Lashinsky, the U.S. Trustee for Region 14 will continue
the meeting of Corporate and Leisure Event Productions, Inc.'s
creditors at 4:30 p.m., on Aug. 24, 2006, at 230 N. First Avenue,
Room 102, 341 Meeting Room in Phoenix, Arizona.

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

Headquartered in Tucson, Arizona, Corporate and Leisure Event
Productions, Inc., and four of its affiliates filed for chapter 11
protection on June 16, 2006 (Bankr. D. Ariz. Case No. 06-01797).
Michael W. Carmel, Esq., at Michael W. Carmel, Ltd., represents
the Debtors.  When the Debtors filed for protection from their
creditors, they estimated consolidated assets and liabilities
between $10 million and $50 million.


CSC HOLDINGS: Extends Offer for 6-3/4% Senior Notes Until Sept. 8
-----------------------------------------------------------------
CSC Holdings, Inc., extended until Sept. 8, 2006 its offer to
exchange up to $500 million aggregate principal amount of its
6-3/4% Senior Notes due 2012.

The notes were initially issued and sold in a private placement in
April 2004, for an equal aggregate amount of its registered 6-3/4%
Senior Notes due 2012.  Except for the extension of the expiration
date, all of the other terms of the exchange offer remain as set
forth in the exchange offer prospectus dated July 18, 2006.

The Company disclosed that the extension is due to its voluntary
and ongoing review of its stock options and SAR grants.  It had
determined that the date and exercise price assigned to a number
of its stock options and SAR grants during the 1997 to 2002 period
did not correspond to the actual grant date and the closing price
of the Company's common stock on that day.

Shareholder derivative lawsuits have been filed in New York State
Supreme Court, Nassau County, by parties identifying themselves as
shareholders of the Company purporting to act on behalf of the
Company against certain present and former members of the
Company's board of directors and certain present and former
executive officers.  The lawsuits allege breaches of fiduciary
duty and unjust enrichment relating to practices with respect to
the dating of stock options, recordation and accounting for stock
options, and financial statements and SEC filings.  The lawsuits
seek damages from all defendants and disgorgement from the officer
defendants.

The Company had contacted the Securities and Exchange Commission
and the U.S. Attorney's Office for the Eastern District of New
York concerning the option and SAR review.  The Company has since
been informed that the SEC and the U.S. Attorney's Office are each
conducting an investigation into these matters.  The Company
intends to fully cooperate with the investigations.

                   RNS Financial Information

The Company's subsidiary, Rainbow National Services LLC, advised
the trustee for its outstanding notes that, in light of the option
and SAR review, RNS would not deliver financial information under
the RNS indentures by August 14, 2006 but expected to be able to
deliver that information by August 21, 2006.

                       About CSC Holdings

Based in Bethpage, New York, CSC Holdings is the operating company
of Cablevision Systems Corporation -- http://www.cablevision.com/
-- is a cable and entertainment firms in the US.  Its operations
include a cable television system serving about 2.9 million
customers in the New York City area; Madison Square Garden, owner
of the famous sports arena and its teams, the New York Knicks and
Rangers; as well as Rainbow Media, a cable television network
holding company with such assets as American Movie Classics and
the Independent Film Channel.  Cablevision also operates New
York's famed Radio City Music Hall.  Chairman Charles Dolan and
his family control Cablevision.

                         *     *     *

As reported in the Troubled Company Reporter on July 4, 2006
Standard & Poor's Ratings Services affirmed its 'BB' bank loan
rating and '2' recovery rating on CSC Holdings Inc.'s $5.5 billion
of secured bank facilities.


D&M FINANCIAL: Ch. 7 Trustee Hires Bederson & Co. as Accountant
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Jersey allowed
Jonathan Kohn, Esq., the chapter 7 Trustee overseeing the
liquidation of D&M Financial Corp., to employ Bederson & Company,
LLP, as his accountant.

Bederson & Company is expected to:

   a) review and update debtor's records for preferences and
      improprieties; and

   b) prepare and file tax returns for the estate as well as such
      other functions as may be determined by the trustee.

Timothy J. King, a Bederson & Company member, discloses that the
firm's professionals bill:

        Professional              Designation          Hourly Rate
        ------------              -----------          -----------
        Edward P. Bond            Senior Partner          $410
        Timothy J. King           Partner                 $360
        Matthew Schwartz          Partner                 $360
        P. Dermott O'Neill        Partner                 $360
        Charles Lunden            Partner                 $360
        Kimberly Sevonty          Manager                 $265
        Shari Hartstein           Manager                 $255
        Sean Raquet               Manager                 $255
        Joseph Puskas             Manager                 $215
        Robert Pieloch            Senior Accountant       $185
        Harold Parnes             Senior Accountant       $185
        Joseph Sullivan           Senior Accountant       $185
        Eugene Boohoff            Senior Accountant       $185
        Christopher Phillips      Senior Accountant       $185
        Aaron Todoroff            Senior Accountant       $185
        Lionel Parnes             Staff Accountant        $120
        Carol Galante             Paraprofessional        $105

Mr. King assures the Court that his firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Belleville, New Jersey, D&M Financial Corp. --
http://www.dnmfc.com/-- is a full-service mortgage company that   
offers home loan products.  The company filed for chapter 11
protection on Feb. 14, 2006 (Bankr. D. N.J. Case No. 06-11040).
Saul A. Berkman, Esq., represents the Debtor.  When the Debtor
filed for protection from its creditors, it estimated assets
between $100,000 to $500,000 and debts between $10 million to $50
million.  The Debtor's chapter 11 case was converted to a chapter
7 liquidation on Mar. 28, 2006.  Jonathan Kohn, Esq., was
appointed as the chapter 7 trustee.


DEL MONTE: Subsidiary Replaces $100 Million Credit Facility
-----------------------------------------------------------
Del Monte Foods Company's wholly owned subsidiary, Del Monte
Corporation, replaced a portion of its then-outstanding revolving
credit facility balance by exercising a portion of the accordion
feature that permits additional Term Loans, in its existing senior
credit facility.

Del Monte replaced $100 million of such revolving balance with
proceeds from the additional Term B loan.  As a result, total debt
outstanding was not impacted by the net additional Term B loan.

Banc of America Securities LLC acted as sole lead arranger and
sole book running manager in connection with the new Term B loan.
Bank of America, N.A. is administrative agent for the Del Monte
credit facility.

                         About Del Monte

Del Monte Foods Company (NYSE: DLM) -- http://www.delmonte.com/--  
produces, distributes and markets food and pet products for the
U.S. retail market.  A portfolio of brands include Del Monte(R),
Contadina(R), StarKist(R), S&W(R), Nature's Goodness(TM), College
Inn(R), 9Lives(R), Kibbles 'n Bits(R), Pup-Peroni(R),
Snausages(R), Pounce(R) and Meaty Bone(R).

                           *     *     *

The Company's $250 million 6-3/4% senior subordinated notes due
2015 and $450 million 8-5/8% senior subordinated notes due 2012
carry Moody's Investors Service's B2 rating, Standard & Poor's B
rating, and Fitch's BB- rating.


DELPHI CORP: About 83% of IUE-CWA Workers Accept Buyouts
--------------------------------------------------------
Delphi Corp. reported results of the special hourly attrition plan
reached on June 16, 2006, between the company, the IUE-CWA and
General Motors.  Approximately 6,300 Delphi employees,
representing roughly 83% of the eligible IUE-CWA workforce,
elected an attrition option within the program provisions.  The
program included incentivized and early retirements along with
pre-retirement opportunities and certain buyouts for eligible
employees.  GM has agreed to provide financial support under the
plan.  The program further enables the transformation of Delphi's
U.S. manufacturing operations to a reduced labor cost structure.

"The IUE-CWA leadership is to be commended for their efforts to
provide options for their membership as Delphi aligns its staffing
levels to provide a stronger framework for successful emergence
from Chapter 11," said Delphi President and Chief Operating
Officer Rodney O'Neal.  "The strong participation in the attrition
program strengthens our ability to more rapidly transform our U.S.
manufacturing operations."

Approximately 7,500 U.S. hourly employees represented by the IUE-
CWA were eligible for the buyout program, with approximately 3,200
of those employees eligible to participate in the retirement and
pre-retirement program.  Certain eligible U.S. hourly employees
accepted a lump sum incentive of $35,000 to retire while other
eligible employees under the program elected buyout packages
ranging from $40,000 to $140,000.

Under the proposed program, GM has agreed to assume the financial
obligations related to the lump sum payments to be made to
eligible Delphi U.S. hourly employees accepting normal or
voluntary retirement incentives.  Additionally, GM will fund
certain post-retirement employee benefit obligations related to
Delphi employees who transition to GM under the plan for purposes
of retirement as well as half of employee buyout costs.

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.


EARNED CAPITAL: District Court Dismisses E&Y Malpractice Suit
-------------------------------------------------------------
The Honorable Gary L. Lancaster of the U.S. District Court for the
Western District of Pennsylvania affirmed a jurisdictional
decision by the U.S. Bankruptcy Court for the Western District of
Pennsylvania in connection with a lawsuit filed by investors of
Earned Capital Corporation against the Debtor's court-appointed
accountants, Charles Modispacher and Ernst & Young LLP.

The investors sued Ernst & Young in state court for malpractice
roughly eight years after Earned Capital's bankruptcy case closed
and nearly 19 years after confirmation of Earned Capital's chapter
11 plan.  The investors complain that the accounting firm
incorrectly assessed the value of certain real property owned by
the Debtor.  Because of the erroneous valuation, the investors
say, the property was sold too quickly at an unfavorable price and
an eventual loss.

Ernst & Young removed the investors' complaint to the Bankruptcy
Court and then filed a motion to dismiss.  The investors
challenged the Bankruptcy Court's jurisdiction and sought to
remand the proceedings back to state court.  

In an Opinion dated September 2, 2005, and published at 331 B.R.
208, Bankruptcy Judge Warren W. Bentz:

      -- rejected the investors' motion to strike Ernst & Young's
         removal notice;  

      -- refused the investors' request to remand their lawsuit
         back to state court; and

      -- granted Ernst & Young's motion to dismiss the investors'          
         complaint.

Claiming that the Bankruptcy Court committed numerous errors in
making its rulings, the Investors appealed the decision to the
U.S. District Court.

In a decision published at 2006 WL 1997400, Judge Lancaster held
that:

     a) the state court malpractice lawsuit filed by the investors
        against Ernst & Young could be removed directly to the
        Bankruptcy Court;

     b) the proceeding was within the Bankruptcy Court's core
        jurisdiction; and

     c) the proceeding was time-barred.

According to Judge Lancaster, claims of professional negligence
against Ernst & Young, based upon services that the accountants
provided during Earned Capital's bankruptcy case implicated the
integrity of the bankruptcy process, and were claims over which
the bankruptcy court could exercise core jurisdiction.

Judge Lancaster also explained that the investors' complaint,
filed more than a decade after the property sale, was barred by
applicable statutes of limitation.  Judge Lancaster reminded the
investors that they were in the best position to independently
assess the value of the property and should have done so before
the alleged below-market sale.  Judge Lancaster said that if the
investors had done this instead of relying solely on the
accountants' valuation, they would have discovered their alleged
injury at that time.

Christopher P. Schuller, Esq., in Pittsburgh, Pa., represented
Ernst & Young in this proceeding, and Victor H. Pribonic, Esq., in
White Oak, Pa., represented the investor group led by Mary
Geruschat.

Earned Capital Corporation was engaged in the business of selling
fractional ownership interests in a real estate development in
Butler County, Pa., where investors were promised a certain annual
return on investment.  The Ponzi-type scheme collapsed, and on
June 3, 1986, Earned Capital Corporation and its affiliates filed
voluntary petitions under Chapter 11 of the Bankruptcy Code
(Bankr. W.D. Pa. Case No. 86-21474).  The Court confirmed the
Debtors' Amended Plan of Reorganization on Oct. 21, 1987.  A final
decree closing the Debtors' case was entered on May 14, 1996.


ECHOSTAR COMMS: Appeals Court Blocks Permanent Injunction
---------------------------------------------------------
The Federal Circuit Court of Appeals in Washington, D.C., has
temporarily blocked an injunction issued by U.S. District Court
Judge David Folsom in connection with the Tivo Inc. v. EchoStar
Communications Corp. lawsuit.

As a result of the stay, EchoStar can continue to sell, and
provide to consumers, all of its digital video recorder models.

TiVo sued EchoStar in Federal District Court on Jan. 5, 2004,
alleging that EchoStar and certain subsidiaries are violating U.S.
Patent No. 6,233,389 issued to TiVo in May 2001, known as the
"Time Warp" patent.  The Time Warp patent discloses systems and
methods for the simultaneous storage and playback of programs,
supporting advanced capabilities such as pausing live television,
fast-forwarding, rewinding, instant replays, and slow motion.  On
April 13, 2006, a Marshall, Texas jury concluded that EchoStar had
willfully infringed TiVo's Time Warp patent.

On August 18, Judge Folsom granted TiVo's motion for permanent
injunction to prevent EchoStar from making, using, offering for
sale or selling in the United States their DVR products at issue
in the case (DP-501, DP-508, DP-510, DP-721, DP-921, DP-522, DP-
625, DP-942, and all EchoStar DVRs that are not more than
colorably different from any of these products).

Judge Folsom also ordered EchoStar to pay TiVo approximately
$73.992 million in damages as awarded by the jury, prejudgment
interest at the prime rate through July 31, 2006, of approximately
$5.638 million, and supplemental damages for infringement through
July 31, 2006 in the amount of approximately $10.317 million.

Judge Folsom denied EchoStar's request to stay the injunction
pending appeal.  The injunction extends to all of EchoStar's
affiliates, employees, agents and representatives, and any persons
in active concert or participation with them who have notice of
the order. The Judge's ruling is final and is appealable.

EchoStar said in a press statement "We continue to believe the
Texas decision was wrong, and should be reversed on appeal.  We
also continue to work on modifications to our new DVRs, and to our
DVRs in the field, intended to avoid future alleged infringement."

TiVo responded, "We are very pleased by recent developments
involving the issuance of a permanent injunction in our patent
case against EchoStar by the United States District Court, Eastern
District of Texas.  The court of appeals temporarily stayed the
district court injunction until it reviews the papers submitted by
the parties and decides whether a stay should or should not be in
effect for the duration of the appeals process.  The court stated
that the temporary stay is not based on a consideration of the
merits of EchoStar's request, and is entered to preserve the
status quo while the court considers the parties' papers."

                             About TiVo  

Based in Alviso, California, TiVo -- http://www.tivo.com/--
pioneered a brand new category of products with the development of
the first commercially available digital video recorder.

                           About EchoStar

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation (NASDAQ: DISH) -- http://www.dishnetwork.com/--   
serves more than 12.2 million satellite TV customers through its
DISH Network(TM), a growing U.S. provider of advanced digital
television services.  DISH Network offers hundreds of video and
audio channels, Interactive TV, HDTV, sports and international
programming, together with professional installation and 24-hour
customer service.

At June 30, 2006, EchoStar's balance sheet showed $9.1 billion in
total assets and $9.6 billion in total liabilities, resulting in a
$511 million stockholders' deficit.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of EchoStar
Communications Corporation and EchoStar DBS Corporation at BB
(low) and BB.  The trend is Stable.  

On January 2006, Moody's assigned a stable outlook to Echostar's
Ba3 long term corporate family rating.

In the same month, Standard & Poor's also assigned a stable
outlook to the Company's BB long term foreign and local issuer
credit ratings.

Fitch placed the Company's subordinated debt rating at B on
Oct. 28, 2004 and assigned a stable outlook to the rating on
January 2006.


ECHOSTAR COMMS: Earns $169 Million in 2006 Second Quarter
---------------------------------------------------------
EchoStar Communications Corporation reported total revenue of
$2.46 billion for the quarter ended June 30, 2006, a 17%increase
compared with $2.10 billion for the corresponding period in 2005.

Net income totaled $169 million for the quarter ended
June 30, 2006, compared with net income of $856 million during the
corresponding period in 2005.  Net income for the quarter ended
June 30, 2005, included a non-recurring, non-cash benefit of
approximately $593 million to recognize the tax benefits of
previously reported tax losses.

DISH Network(TM) added approximately 195,000 net new subscribers
during the second quarter of 2006, ending the quarter with
approximately 12.46 million subscribers.

At June 30, 2006, EchoStar's balance sheet showed $9.1 billion in
total assets and $9.6 billion in total liabilities, resulting in a
$511 million stockholders' deficit.

Detailed financial data and other information are available in
EchoStar's Form 10-Q for the quarterly period ended June 30, 2006,
at http://researcharchives.com/t/s?ff4

                       About EchoStar

Headquartered in Englewood, Colorado, EchoStar Communications
Corporation (NASDAQ: DISH) -- http://www.dishnetwork.com/--   
serves more than 12.2 million satellite TV customers through its
DISH Network(TM), a growing U.S. provider of advanced digital
television services.  DISH Network offers hundreds of video and
audio channels, Interactive TV, HDTV, sports and international
programming, together with professional installation and 24-hour
customer service.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 1, 2006,
Dominion Bond Rating Service confirmed the ratings of EchoStar
Communications Corporation and EchoStar DBS Corporation at BB
(low) and BB.  The trend is Stable.  

On January 2006, Moody's assigned a stable outlook to Echostar's
Ba3 long term corporate family rating.

In the same month, Standard & Poor's also assigned a stable
outlook to the Company's BB long term foreign and local issuer
credit ratings.

Fitch placed the Company's subordinated debt rating at B on
Oct. 28, 2004 and assigned a stable outlook to the rating on
January 2006.


EROOMSYSTEM TECHNOLOGIES: Earns $67,077 in Quarter Ended June 30
----------------------------------------------------------------
eRoomSystem Technologies, Inc., realized net income of $67,077
during the three months ended June 30, 2006, as compared to
$69,912 during the three months ended June 30, 2005.

Revenue from revenue sharing arrangements was $240,873 for the
three months ended June 30, 2006, compared to $306,407 for the
three months ended June 30, 2005, representing a decrease of
$65,534, or 21.4%.  The decrease in revenue from revenue sharing
arrangements was due to a decrease in revenue sharing units in
service during the three months ended June 30, 2006 as compared to
the three months ended June 30, 2005.  The decrease in revenue
sharing units in service relates to certain revenue sharing
agreements reaching the conclusion of the seven-year term.

The Company's maintenance fee revenues were $66,080 for the three
months ended June 30, 2006, compared to $81,756 for the three
months ended June 30, 2005, representing a decrease of $15,676, or
19.2%.  The decrease was due to a decreased number of units in
service.

Revenues from product sales were $1,469 for the three months ended
June 30, 2006, compared to $2,336 for the three months ended
June 30, 2005, representing a decrease of $867, or 37.1%.  
eRoomSystem says the decrease, while significant in percentage
terms, was not otherwise material given the extremely limited
sales volume.

At June 30, 2006, the Company's balance sheet showed $3,225,838 in
total assets, 640,004 in total liabilities and stockholders'
equity of $2,585,834.

The Company's at June 30 consisted of $1,524,467 of cash and
$1,425,636 of working capital, as compared to $1,316,515 of cash
and $1,211,956 of working capital at Dec. 31, 2005.  Accumulated
deficit decreased from $31,646,931 at Dec. 31, 2005 to $31,562,159
at June 30, 2006.  The decrease in accumulated deficit resulted
directly from the net income realized for the six months ended
June 30, 2006.

On July 14, 2006, eRoomSystem repaid its outstanding loan payable
to Amresco Commercial Finance in the original principal amount of
$553,542 plus accrued interest of $2,217. The unamortized discount
on the note of $49,414 was recognized as interest expense.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?fe6

                       Going Concern Doubt

Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, raised
substantial doubt about eRoomSystem's ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations, and that the
net income earned for the years ended Dec. 31, 2005 and 2004 was
derived primarily from non-recurring items consisting of the sale
of assets and proceeds from insurance.

                       About eRoomSystem

Based in Lakewood, New Jersey, eRoomSystem Technologies, Inc.
(OTCB: ERMS) -- http://www.eroomsystem.com/-- is a full service  
in-room provider for the lodging and travel industry.  Its
intelligent in-room computer platform and communications network
supports eRoomSystem's line of fully automated and interactive
refreshment centers, room safes and other applications.  
eRoomSystem's products are installed in major hotel chains both
domestically and internationally.


FISHER SCIENTIFIC: Thermo Merger Cues Moody's to Review Rating
--------------------------------------------------------------
Moody's Investors Service anticipates to assign a Baa2 senior
unsecured debt rating to the combined entity, Thermo Fisher
Scientific Inc., after the proposed merger between Thermo Electron
Corporation and Fisher Scientific International Inc. is completed.  

Thermo Electron Corporation's senior unsecured debt rating remains
under review for possible downgrade and Fisher Scientific
International Inc.'s Corporate Family Rating at Ba1 remains under
review for possible upgrade.  The merger is expected to be
completed in the fourth quarter of 2006 and is yet to be
approved by shareholders and industry regulators.

The Baa2 senior unsecured debt rating for the combined
entity reflects what Moody's believes is a capital structure,
financial leverage and cash flow coverage of debt indicative of an
investment grade issuer.  Moody's projects that the combined
entity will generate cash flow of approximately $900 million to
$1 billion and free cash flow of $700 million to $800 million in
both 2006 and 2007.

Moody's also expects that the company will pay down debt over the
same time period, from approximately $3 billion pro-forma as of
Dec. 31, 2005, to $2.6 billion and $2.3 billion at the end of 2006
and 2007.  Further, on a pro-forma basis for 2006, Moody's expects
the company will have a debt to book capitalization ratio of 13%
to 15%, after adjusting for operating leases.

Moody's believes that the merger between the two companies will
offer these benefits:

   a) greater scale and a broader portfolio of products and
      services;

   b) the ability to offer an end-to-end solution for laboratory
      customers, including equipment, software, re-agents,
      consumables and services; and

   c) a more diverse geographic, product and customer mix.

Moody's also expects that the combination will result in cost
synergies and revenue synergies of approximately $150 million and
$50 million, respectively, over the next few years.  Moody's also
views the two companies as highly complimentary.  Fisher has a
strong supply chain management with distribution capabilities,
multiple sales channels, as well as significant sales and
marketing resources.  On the other hand, Thermo has strong
production innovation, intellectual property, research and
development, as well as a solid global manufacturing footprint and
expertise.  Thermo Electron has also been quite successful in
penetrating Asia and other emerging markets, offering potentially
greater access for Fisher Scientific.

Moody's believes that the current unsecured senior debt of Thermo
Electron will be structurally subordinated to the current debt at
Fisher Scientific International Inc., as well as the proposed
$1 billion senior unsecured guaranteed credit facility for the
combined entity.  Moody's assessment reflects the fact that the
proposed credit facility will benefit from a guarantee from Fisher
Scientific International Inc. and we expect the existing debt at
Fisher Scientific International will benefit from either a
guaranty or a co-obligation from the parent.

Moody's, however, did not view technical structural subordination
as a major constraint to Thermo Electron's current senior
unsecured notes and bonds at the proposed Baa2 senior unsecured
rating for the combined company.  Moody's notes that this
subordination issue could become more material if the combined
company's rating were at a lower level.

Moody's also commented that the major risks in combining both
companies focus largely on the integration of the two company's
systems, operations and cultures.  While Moody's notes that both
companies have acquired other life science firms in the past few
years, Moody's expects the combined company to focus on internal
growth and cost synergies in the short-term.

Moody's also cited the additional potential risks inherent in
the merger:

   a) disruptions caused by consolidation in the pharmaceutical
      and biotechnology industries;

   b) lower government funding for academic and research
      institutions; continued inflation in raw material prices;
      and

   c) a potential conflict between the distribution of
      competitor's products and the manufacturing and sale of
      internally developed products.

Based in Waltham, Massachusetts, Thermo Electron Corporation
provides scientific equipment and services, supporting life
sciences, environmental and industrial process industries
worldwide.  The company reported $2.6 billion in revenue for the
fiscal year ended Dec. 31, 2005.

Fisher Scientific International Inc., based in Hampton, New
Hampshire, distributes and manufactures an array of products to
the scientific research, clinical laboratory and industrial safety
markets, both domestic and international.  Revenues in 2005 were
approximately $5.6 billion.


FOAMEX INT'L: Delays Filing of 2nd Quarter 2006 Financial Report
----------------------------------------------------------------
Foamex International, Inc., disclosed in a regulatory filing with
the U.S. Securities and Exchange Commission that it is unable to
timely file its financial report for the fiscal quarter ended
July 2, 2006.

As reported in the Troubled Company Reporter on July 7, 2006,
Foamex has received an extension of the period within which it may
file its Plan of Reorganization through Sept. 14, 2006.

In its Form NT10-Q filed on Aug. 18, 2006, Foamex says that its
quarterly report could not be filed within the prescribed time
period without unreasonable effort or expense.  The company's
management has had to devote substantial time and effort in
connection with the amended Plan and, as a result, has been unable
to give adequate time to the completion of the Form 10-Q.

Gregory J. Christian, the company's executive vice president and
general counsel, explains that the filing delay is necessary for
Foamex to appropriately consider the disclosures required in the
Form 10-Q in connection with the amended Plan.

According to Mr. Christian, Foamex has not yet finalized its
operating results but expects to report operating income of about
$28,000,000 and $65,000,000 for the quarter and six months ended
July 2, 2006.  

The company posted operating income of $5,000,000 and $16,000,000
for the quarter and two quarters ended July 3, 2005.  The fiscal
2005 periods included a gain of around $30,000,000 from the sale
of Foamex's rubber and felt carpet cushion businesses, partially
set off by a goodwill impairment charge of $17,000,000,
Mr. Christian says.

Foamex attributes the improvement in its operating income to
increases in gross profit due to higher selling prices.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Wants to Enter into Prologis Warehouse Lease
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize Foamex
L.P. to enter into a lease with ProLogis for warehouse space
located in Denver, Colorado, pursuant to Section 363(b) of the
Bankruptcy Code.

The premises under the proposed Lease relates to 25,862 square
feet of space located in the Upland Distribution Center II,
Building No. 3, in Denver.  The facility is used for storage of
finished goods inventory.  The term of the Lease will run from
May 1, 2006 through April 30, 2008, with one three-year option to
renew.  Base rent will be $7,263 with a security payment of
$6,351.

The Debtors believe that Foamex's entry into the Lease is a
transaction in the ordinary course of business.

However, out of an abundance of caution, ProLogis has conditioned
Foamex's permanent occupancy of the Premises on Court approval of
the Lease, Sean T. Greecher, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, relates.

Mr. Greecher asserts that, absent entry into the Lease, the
Debtors would be holdover tenants on a month-to-month basis, which
would authorize ProLogis to charge 200% of the monthly rate under
the previous lease, and would jeopardize Foamex's continued
occupancy of the property.

The Debtors say that the Lease is necessary because it provides
them with the security of a contractual commitment that is more
accommodating to their business needs.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 24; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: Cuts North American Output by 21% to Hasten Turnaround
------------------------------------------------------------------
Ford Motor Company reported an aggressive reduction of North
American production as part of its broader efforts to accelerate
the pace of its Way Forward turnaround.

The Company is reducing North American fourth-quarter production
by 21% -- or 168,000 units -- compared with the fourth quarter a
year ago.  The revised plan also reduces the company's third-
quarter plan by 20,000 units.

Bill Ford, the company's chairman and CEO, outlined the decision
to cut production in a note to employees, explaining the decision
is part of broader efforts to accelerate the Company's North
American turnaround and saying full details of additional actions
will be disclosed in September.

"We know this decision will have a dramatic impact on our
employees, as well as our suppliers," Bill Ford told employees.  
"This is, however, the right call for our customers, our dealers
and our long-term future."

For full-year 2006, Ford now plans to produce 3.048 million
vehicles at its North American assembly plants -- 1.134 million
cars and 1.914 million trucks -- a 9% reduction from 2005.

The revised production plan is expected to sharply reduce the
supply of several models and reduce pressure on sales incentives
and dealer inventory carrying costs.  The plan also reflects
expectations for lower industry sales of light trucks and truck-
based sport utility vehicles, as high gasoline prices are expected
to continue to encourage demand for more fuel-efficient passenger
cars and crossovers.

Mark Fields, executive vice president and Ford's president of The
Americas, said the "tough-but-important" reduction in production
plans underscores the seriousness with which the company is
approaching its North American turnaround.

"We are basing our business plans on the customer, and we are
determined to match production and inventories with consumer
demand," Mr. Fields said.  "In doing so, we'll reduce incentive
spending and inventory carrying costs for our dealers -- with the
intent to improve residual values for our customers and stabilize
operating patterns for our plants and our suppliers."

The new production plan will result in downtime at several
assembly plants between now and the end of the year, including:
St. Thomas, Ontario (Ford Crown Victoria and Mercury Grand
Marquis), Chicago (Ford Five Hundred and Freestyle and Mercury
Montego), Wixom, Michigan (Lincoln Town Car), Louisville, Kentucky
(Ford Explorer and Mercury Mountaineer), Michigan Truck in Wayne,
Michigan (Ford Expedition and Lincoln Navigator), Twin Cities,
Minnesota (Ford Ranger) and all F-Series truck plants (Kansas
City, Missouri; Norfolk, Virginia, Dearborn and Kentucky Truck in
Louisville).

These plants are expected to operate on straight time or overtime
based on consumer demand: Hermosillo, Mexico (Ford Fusion, Mercury
Milan and Lincoln MKZ), AutoAlliance International in Flat Rock,
Michigan (Ford Mustang), Oakville, Ontario (Ford Edge, Lincoln MKX
and Ford Freestar), Wayne, Michigan (Ford Focus), Kansas City,
Missouri (Ford Escape and Mercury Mariner), Ohio Assembly in Avon
Lake, Ohio (Ford Econoline) and Atlanta (Ford Taurus).

                         About Ford Motor

Headquartered in Dearborn, Michigan, Ford Motor Company --
http://www.ford.com/-- manufactures and distributes
automobiles in 200 markets across six continents.  With more than
324,000 employees worldwide, the company's core and affiliated
automotive brands include Aston Martin, Ford, Jaguar, Land Rover,
Lincoln, Mazda, Mercury and Volvo.  Its automotive-related
services include Ford Motor Credit Company and The Hertz
Corporation.

                         *     *     *

As reported in the Troubled Company Reporter on July 31, 2006,
Dominion Bond Rating Service lowered on July 21, 2006, Ford Motor
Company's long-term debt rating to B from BB, and lowered its
short-term debt rating to R-3 middle from R-3 high.  DBRS also
lowered Ford Motor Credit Company's long-term debt rating to
BB(low) from BB, and confirmed Ford Credit's short-term debt
rating at R-3(high).  DBRS maintained a negative outlook for Ford
Motor Company and Ford Credit.

As reported in the Troubled Company Reporter on July 24, 2006,
Moody's Investors Service lowered the Corporate Family and senior
unsecured ratings of Ford Motor Company to B2 from Ba3 and the
senior unsecured rating of Ford Motor Credit Company to Ba3 from
Ba2.  The Speculative Grade Liquidity rating of Ford has been
confirmed at SGL-1, indicating very good liquidity over the coming
12 month period.  The outlook for the ratings is negative.

As reported in the Troubled Company Reporter on June 12, 2006,
Fitch downgraded long-term ratings for both Ford Motor Company and
Ford Motor Credit Company with a Negative Rating Outlook, and
Assigned an Issuer Default Rating of 'B+' from 'BB' and a Senior
unsecured rating of 'BB-/RR3' from 'BB'.  Fitch also lowered
FMCC's Issuer Default Rating to 'B+' from 'BB'.

As reported in the Troubled Company Reporter on July 3, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Ford Motor Co. and related units to 'B+' from 'BB-' and
affirmed its 'B-2' short-term rating.  The ratings were removed
from CreditWatch, where they were placed on May 25, 2006, with
negative implications.  The outlook is negative.


FUNCTIONAL RESTORATION: U.S. Trustee Picks 5-Member Creditors Team
------------------------------------------------------------------
The U.S. Trustee for Region 16, appointed five creditors to serve
on an Official Committee of Unsecured Creditors in Functional
Restoration Medical Center, Inc.'s chapter 11 case:

    1. Yassi, LLC
       Attn: Tara Pajoum
       P.O. Box 413
       Pacific Palisades, CA 90272
       Tel: (310) 454-9204
       Fax: (310) 600-6043

    2. Hitachi Medical Systems America, Inc.
       Attn: Richard S. Katz
       1959 Summit Commerce Park
       Twinsburg, OH 44087
       Tel: (330) 425-1313 ext. 4100
       Fax: (800) 800-3106 ext. 4100

    3. Jimliz Medical Services, Inc.
       Attn: Jimmy O. Naval
       12926 Cranleigh St.
       Cerritos, CA 90703
       Tel: (323) 864-3741

    4. Spectrum Medical X-Ray Co.
       Attn: Frank Bardi
       1721 Stewart St.
       Santa Monica, CA 90404
       Tel: (310) 828-6161

    5. Simin Nabardani
       16132 Moorpark St.
       Encino, CA 91436

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

Headquartered in 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.


GENEVA STEEL: Chapter 11 Trustee Taps Wikstrom Economic as Experts
------------------------------------------------------------------
James T. Markus, the Chapter 11 Trustee appointed for the estate
of Geneva Steel LLC, asks the U.S. Bankruptcy Court for the
District of Utah, Central Division, for permission to retain
Wikstrom Economic & Planning Consultants as his expert witness in
these proceedings:

   -- Markus v. Johnsen, Adversary Proceeding No. 05-2481; and
   -- Markus v. Fried, et. al, Adversary Proceeding No. 05-2578.

Wikstrom Economic will:

   a) prepare expert opinions and reports regarding market
      analysis of the real estate market of Utah County, Utah to
      be used in the Johnsen or Fried adversary proceedings; and

   b) assist the Trustee, at his request, in providing additional
      expert services that may be needed in connection with the
      liquidation of assets of the estates or the administration
      of the estates.

Karen Wikstrom, a Wikstrom Economic member, discloses that her
firm's hourly rates currently range between $35 and $250 per hour,
depending upon the professionals' skills and experience.

Ms. Wikstrom assures the Court that her firm does not represent
nor hold any interest adverse to the Debtor or the estate.

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.


GLOBAL DOCUGRAPHIX: Sells Some Assets to 9 Entities for $9.1 Mil.
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
allowed Global Docugraphix USA, Inc., and Global Docugraphix,
Inc., to sell some of their assets -- inventories, receivables,
furniture, fixtures and equipment -- to these entities for $9.1
million:

   Purchaser                              Cluster of Assets
   ---------                              -----------------
   Clyde W. White                               Division 48

   Reliance Business Products, LLC              Division 14

   Webb Mason Inc.                              Division 27
                                                   Stake in
                                      TopForm Software Inc.
                                         Incentrix software

   CorpLogoWare, LLC                            Division 50

   APTCO, Inc.                                  Division 49

   BNBS, Inc.                                   Division 15
                                                Division 17
                                                Division  9
                                                Division 10
                                                Division 11
                                                Division 12
                                                Division 26

   Better Business Forms and Products, Inc.     Division 38
                                                Division 65

   American Business Forms, Inc.                Division 15
                                                Division 25
                                                Division 30
                                                Division 32
                                                Division 36
                                                Division 43
                                                Division 44
                                                Division 45
                                                Division 51
                                                Division 60
                                                Division 62

Headquartered in Plano, Texas, Global DocuGraphix, Inc. --
http://www.gdxinc.com/-- is a commercial printing company
offering products and solutions for printing, advertising,
marketing, office, and document management.  The Company and its
subsidiary, Global DocuGraphix USA, Inc., filed for chapter 11
protection on July 18, 2006 (Bankr. N.D. Tex. Case No. 06-32889)
Holland N. O'Neil, Esq., and Richard McCoy Roberson, Esq., at
Gardere, Wynne and Sewell LLP represent the Debtors in their
restructuring efforts.  When the Debtors filed for bankruptcy,
they reported assets and debts totaling between $10 million and
$50 million.


GOLD KIST: Receives $1 Billion Cash Offer from Pilgrim's Pride
--------------------------------------------------------------
Pilgrim's Pride Corporation sent a proposal to Gold Kist, Inc.
offering to purchase all of the outstanding shares of Gold Kist
common stock for $20 per share in cash.  The transaction is valued
at approximately $1 billion, plus the assumption of Gold Kist's
debt of $144 million.  Pilgrim's Pride's offer represents a
premium of approximately 55% over Gold Kist's closing stock price
of $12.93 on Friday, Aug. 18, 2006.

Using consensus earnings estimates for fiscal 2007, Pilgrim's
Pride expects that the transaction will be accretive to earnings
per share in the first full year after the completion of the
transaction, including approximately $50 million of anticipated
synergies expected to come primarily from the optimization of
production and distribution facilities and cost savings in
purchasing, production, logistics and SG&A.

"We believe the combination of Pilgrim's Pride and Gold Kist will
create the world's leading chicken producer and result in
substantial value creation for our respective shareholders,
employees, business partners and other constituencies," O.B.
Goolsby, Jr., President and Chief Executive Officer of Pilgrim's
Pride, said.  "The combined company will maintain a balanced
portfolio of fresh chicken and value-added products and expand its
geographic reach and customer base, enabling it to compete more
efficiently in the industry and provide even better service to its
customers.

"Our proposal provides Gold Kist's shareholders with a substantial
approximately 55% premium for their shares in cash.  We look
forward to sitting down with the members of Gold Kist's Board of
Directors as soon as possible to work jointly with them to quickly
close this transaction," added Mr. Goolsby.

Pilgrim's Pride noted that it has substantial current liquidity
and has received further assurances from its financial advisors
that it has the ability to finance the transaction.  Pilgrim's
Pride believes that the combined company will have a strong
financial position and substantial cash flow, enabling it to
consistently reduce debt and return to historical debt levels.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel to Pilgrim's Pride.  Credit Suisse and
Legacy Partners Group LLC are acting as financial advisors to
Pilgrim's Pride.

                      About Pilgrim's Pride

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                         About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken  
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                          *     *     *

Moody's Investors Service changed the ratings outlook for Gold
Kist Inc., on March 27, 2006, to stable from positive, downgraded
its speculative liquidity rating to SGL-2 from SGL-1, and affirmed
its B2 $130 million senior unsecured note rating and its B1
corporate family rating.

Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit and other ratings on poultry processor Gold Kist
Inc., on March 6, 2006.
     
In addition, the ratings were removed from CreditWatch with
positive implications where they were originally placed on
Oct. 11, 2005.  About $190.7 million of debt (adjusted for
capitalized operating leases) of Gold Kist was outstanding at
Dec. 31, 2005.  The outlook is stable.


GOODING'S SUPERMARKETS: First National & Panel Resolve Lien Spat
---------------------------------------------------------------
Gooding's Supermarkets, Inc., asks the U.S. Bankruptcy Court for
the Middle District of Florida to approve its settlement agreement
with First National Bank of Central Florida and the Official
Committee of Unsecured Creditors.  The settlement resolves a
dispute on First National's lien on certain of the Debtor's
assets.

R. Scott Shuker, Esq., at Gronek & Latham, LLP, in Orlando,
Florida, tells the Court that on April 11, 2004, the Debtor
executed a leasehold mortgage deed and security agreement with
First National for $2.56 million with respect to the retail
supermarket operation located in Celebration, Florida.  Under the
loan, First National has a mortgage on the leasehold interest in
the Celebration Store and an interest in all the Debtor's interest
in all leases, sale agreements and other agreement in connection
with the Celebration Store.  To perfect the security interest
granted to First National under the loan, First National recorded
the loan documents in Osceola County, Florida.  To further protect
its security interest, First National filed with the Secretary of
State a Florida Uniform Commercial Code financing statement on
Sept. 8, 2004.  

According to Mr. Shuker, the Celebration Store is now closed and
is the subject of ongoing litigation styled Gooding's
Supermarkets, Inc., v. Water Tower Retail, LLC, (Case No. 05-CI-
2332) and Water Tower Retail, LLC, v. Gooding's Supermarkets,
Inc., (Case No. 05-CI-2510), which were filed in the Circuit Court
of the 8th Judicial Circuit of Osceola, County, Florida.  In this
litigation, the Debtor is asserting claims against Water Tower and
Unicorp for breach of contract, libel, and intentional and
negligent misrepresentation in the inducement.  The Debtor is
seeking damages.  First National claims a lien on any litigation
proceeds that may arise out of this litigation.   

On March 10, 2006, the Debtor asked the Court to approve a
stipulation providing adequate protection to First National.  The
Committee objected and asserted that First National lien's does
not extend to the Celebration litigation or any proceeds from it.  
On June 21, 2006, the Debtor, Water Tower, Orland Hotel
International II, and Unicorp entered into a settlement agreement
resolving the litigation.  

To avoid risks, delay and expense of litigating the Committee's
objection, the parties agreed that:

   (a) First National's secured claim will be paid by a
       modification of the existing loan documents to provide for
       monthly payments at the interest rate provided in the loan
       documents based on a 15-year amortization and maturity.  
       Monthly payments will be $24,000;

   (2) First National will receive 75% of the net recovery from
       the litigation up to the first $2 million and then 80% of
       any net recovery above $2 million until the claim is paid
       in full; and

   (3) the Gooding's Creditor Trust will receive a 25% of the
       first $2 million of the net recovery.  If the net recovery
       is above $2 million, the Trust will get 20%.

In the alternative, in the event the conditional settlement is
consummated:

   (1) First National will receive $2 million from Water Tower,
       Unicorp, or OHI;

   (2) after the payment, the Debtor will pay First National a
       total of $300,000 in three years with a 7.32% annual
       interest; and

   (3) the Committee will receive, for the benefit of the
       unsecured creditors, $500,000 from Water Tower, Unicorp or
       OHI.

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


HEALTHSOUTH CORP: Keeps Name as Restructuring Goes Underway
-----------------------------------------------------------
HealthSouth Corporation disclosed that it would explore a range of
strategic alternatives to enhance stockholder value and reposition
the Company's primary focus on the post-acute care sector.

The Company is evaluating strategic alternatives that include, but
are not limited to, the spin-off, sale or other disposition of the
Company's surgery center and outpatient rehabilitation divisions,
together with the Company's previously announced determination
related to its diagnostic division.  HealthSouth intends to use a
substantial portion of the proceeds to deleverage the Company.

HealthSouth's Inpatient Division accounted for 57.9% of the
company's consolidated net operating revenues and 86.0% of the
Company's operating earnings from its four primary operating
divisions for the three months ended June 30, 2006.  For the same
period, the Surgery Division accounted for 24.5% of consolidated
net operating revenues and 18.1% of operating earnings, the
Outpatient Division accounted for 11.0% of consolidated net
operating revenues and 6.8% of operating earnings, and the
Diagnostic Division accounted for 6.6% of consolidated net
operating revenues and -10.9% of operating earnings.

"HealthSouth has long been known for the quality of its inpatient
rehabilitation services," said Jay Grinney, HealthSouth President
and CEO.  "With the aging of our nation's population and the
highly fragmented nature of the $125 billion post-acute market, we
recognize there are significant growth and consolidation
opportunities in the post-acute sector.  We intend to focus
HealthSouth's resources on establishing a "pure play," post-acute
company that builds on our core competencies, permits us to pursue
these growth opportunities, and allows us to expand into
complementary post-acute businesses.

"At the same time, we believe our Outpatient, Surgery and
Diagnostic Divisions will be well-positioned to succeed under new
owners who will place strategic priority on strengthening each
individual business," Mr. Grinney added.  "These divisions compete
in sectors with good growth potential.  However, we have concluded
there are very few strategic or financial synergies in operating
these divisions as one company.  We are committed to seeking
buyers whose values are consistent with HealthSouth's heritage of
outstanding patient care."  Mr. Grinney concluded by adding, "A
substantial portion of the expected proceeds will be used to
deleverage the Company, creating a balance sheet that will allow
us to capitalize on growth opportunities in the post-acute
segment."

HealthSouth has engaged Goldman, Sachs & Co. to assist in the
process of evaluating strategic alternatives for the divisions to
be divested, which is expected to take approximately twelve months
to complete.

               NYSE Listing Application Clearance

In addition, HealthSouth has been cleared to submit an application
for the listing of its common stock on the New York Stock
Exchange, Inc., and anticipates that it will begin trading on the
NYSE by the end of October under the ticker symbol "HLS."

Coincident with this relisting, HealthSouth will seek stockholder
approval for a one-for-five reverse stock split whereby every five
shares of common stock issued and outstanding will become one
share of common stock.  HealthSouth currently has approximately
398.24 million shares outstanding.  As a result of the reverse
stock split, outstanding shares will be reduced to approximately
80 million.

The Company's primary purpose for the reverse stock split is to
increase the per-share trading price of its common stock and
decrease the number of outstanding shares of its common stock so
as to:

     -- bring the share price of its common stock, along with the
        number of shares of its common stock outstanding, to a
        range more in line with other healthcare companies with
        comparable market capitalization;  

     -- broaden the pool of investors that are interested in
        investing in HealthSouth by attracting new investors who
        would prefer not to invest in shares that trade at low,
        single-digit share prices;  

     -- make the Company's common stock a more attractive
        investment to institutional investors;  

     -- reduce the relatively high transaction costs and
        commissions incurred by its stockholders due to the
        Company's currently low per share trading price and high
        number of shares outstanding; and  

     -- illustrate more effectively the impact of the Company's
        operational improvements and cost reductions by enhancing
        the visibility of any changes of its reported earnings per
        share.  

Mr. Grinney said that the reverse split will affect all of the
Company's stockholders uniformly and will not change the
proportionate equity interests of any of the Company's
stockholders.

HealthSouth will soon file a preliminary proxy statement with the
Securities and Exchange Commission with respect to the
stockholders meeting to approve such reverse stock split and
anticipates completing the reverse stock split prior to the time
its common stock begins trading on the NYSE by the end of October.

Mr. Grinney also said that the Company will retain the HealthSouth
name.  "The market research we conducted overwhelmingly indicated
that the name HealthSouth is synonymous with high quality
rehabilitative care.  As we reposition HealthSouth as a pure-play,
post-acute healthcare provider, this valuable brand equity is part
of our heritage that we're holding onto."  Mr. Grinney also
indicated HealthSouth will maintain its headquarters in
Birmingham, Alabama.

                       About HealthSouth

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

                        *     *     *

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

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

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


HEXION SPECIALTY: Earns $59 Million in 2006 Second Quarter
-----------------------------------------------------------
Hexion Specialty Chemicals reported revenues for the second
quarter period ended June 30, 2006 of $1.3 billion, compared to
$1.2 billion during the prior year period.

The Company's operating income of $59 million for the 2006 second
quarter versus operating income of $51 million in the prior year
period.  The income for the second quarter of 2006 was affected by
the negative timing impact of contractual pass through of certain
raw material price increases to customers of $13 million, the
write-off of deferred costs of $15 million associated with a
planned initial public offering of common stock, and transaction
and integration expenses of $18 million.

The Company also disclosed net loss from continuing operations of
$62 million for the 2006 quarter versus a net loss from continuing
operations of $47 million in the prior year period.  The second
quarter 2006 net loss includes $51 million related to the
extinguishment of debt.  Net loss from discontinued operations
totaled $13 million for the second quarter 2006 compared to a net
loss from discontinued operations of $10 million in the prior year
period.

"We continue to successfully execute our plans for growing and
integrating Hexion's operations," Craig O. Morrison, chairman and
chief executive officer, said.  "However, our second quarter 2006
results were impacted by dramatic increases in the cost of several
raw materials, particularly phenol.  Hexion announced several
price increases during the quarter, which we are working to fully
implement, to help offset these costs and improve product margins.
In addition, we are on track relative to our synergy commitments
and the integration of our recent acquisitions."

                       Credit Facilities

During the quarter, the Company amended and restated its senior
secured credit facilities.  The seven-year $1.625 billion term
loan facility, seven-year $50 million synthetic letter of credit,
and five-year $225 million revolving credit facility are each
subject to an earlier maturity date.  The Company also repurchased
or redeemed all of its outstanding 8% Senior Secured Notes, 9-1/2%
Senior Second Secured Notes, and 13-1/2% Senior Subordinated
Notes, as well as Series A Preferred Stock.

                  The Company's Acquisitions

The Company also completed the acquisition of the global ink and
adhesive resins business of Akzo Nobel during the second quarter
of 2006.  The acquired business includes 10 manufacturing
facilities and had annual sales of approximately EUR166 million in
2005.  The Company is integrating the Akzo Nobel business, along
with the decorative coatings and adhesives business of the Rhodia
Group and the global wax compounds business of Rohm and Haas
Company, into its existing global operations.

                    About the Company's IPO

The Company, on June 19, 2006, filed an amendment to its
registration statement on Form S-1 for an initial public offering
of equity securities, which is not yet effective.  In addition, on
Aug. 1, 2006, Hexion U.S. Finance Corp. filed an amendment to its
registration statement on Form S-4.  The securities may not be
sold nor may offers to buy be accepted prior to the time the
registration statement becomes effective.  On June 21, 2006, the
Company announced it suspended its IPO of common stock due to
adverse market conditions.

                     About Hexion Specialty

Based in Columbus, Ohio, Hexion Specialty Chemicals Inc.
-- http://hexionchem.com/-- makes thermosetting resins (or  
thermosets).  Thermosets add a desired quality (heat resistance,
gloss, adhesion) to a number of different paints and adhesives.
Hexion also makes formaldehyde and other forest product resins,
epoxy resins, and raw materials for coatings and inks.  The
Company has 86 manufacturing and distribution facilities in 18
countries.

                          *     *     *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating and
its recovery rating of '3' to Hexion Specialty's $1.675 billion
senior secured term loan and synthetic letter of credit
facilities.

The rating on the existing $225 million revolving credit facility
was lowered to 'B+' with a recovery rating of '3', from 'BB-' with
a recovery rating of '1', to reflect the similar security package
as the new term loan and synthetic letter of credit facility.

The ratings on the existing senior second secured notes were
raised to 'B', with a recovery rating of '3', from 'B-' with a
recovery rating of '5'.  The ratings on the senior second secured
notes reflect the amount of priority claims of the revolving
facility and the first-lien term loan lenders.

At the same time, Standard & Poor's affirmed its 'B+' corporate
credit rating on Hexion and revised the outlook to stable from
negative.


INLAND FIBER: Files Chapter 11 Petition and Pre-Packaged Plan
-------------------------------------------------------------
Inland Fiber Group, LLC and Fiber Finance Corp. reached a final
settlement, on Aug. 18, 2006, resolving all of the outstanding
claims in the litigation between the Companies and certain other
defendants, and the trustee under the indenture governing the
$225 million principal amount of 9-5/8% senior notes due 2007
issued by the Companies.  In accordance with the settlement
agreement, the Companies have filed voluntary petitions for relief
under Chapter 11 of the U.S. Bankruptcy Code with the U.S.
Bankruptcy Court for the District of Delaware and a pre-negotiated
plan of reorganization, and will seek approval of that plan by the
end of the year.

Under the settlement and plan of reorganization, the holders of
the notes will receive 68.57% of the principal amount of the
notes.  Holders of notes, or their respective affiliates, that
collectively own or manage $158.3 million (or approximately 70.4%)
of the outstanding principal amount of the notes have executed a
support and lock-up agreement pursuant to which they have agreed
to vote in favor of the plan.

These noteholders and the indenture trustee have also agreed to
forbear from exercising any rights and remedies under the
indenture, or from pursuing any claim pertaining to the notes or
the subject matter of the litigation.

As part of the settlement agreement and plan of reorganization,
IFG has reached an agreement to sell certain of its assets,
including its seed orchard, to a third party.  The purchase price
for these assets is $83 million.  This agreement is subject to
certain limited conditions for purchase by the third party
purchaser.  The Companies have also entered into an agreement with
their insurance carriers to contribute a total of $8.3 million
towards payment under the plan of reorganization.  In order to
effectuate the settlement agreement and plan of reorganization,
affiliates of IFG have agreed to sell certain of their Oregon
assets to such third party purchaser and certain of their assets
in the State of Washington to a related party of the Companies.  
The proceeds of those sales will be sufficient to fund the
remaining amounts payable pursuant to the settlement agreement and
plan of reorganization.

                       About Inland Fiber

Inland Fiber Group, LLC, fka U.S. Timberlands Klamath Falls, LLC,
grows trees, and sells logs, standing timber and timberland.  The
Company owns approximately 162,000 fee acres of timberland and
cutting rights on approximately 64,000 acres of timberland in
Oregon east of the Cascade Range.  These logs are processed for
sale as lumber, plywood and other wood products, primarily for use
in new residential home construction, home remodeling and repair
and general industrial applications.  The Company also owns and
operates its own seed orchard and produces approximately 3,000,000
conifer seedlings annually from its nursery, approximately 50% of
which are used for its own internal reforestation programs, 20%
are sold to affiliates, with the balance sold to other forest
products companies.

Fiber Finance Corp., a Delaware corporation, is an affiliate of
IFG without any operations or significant assets.

At March 31, 2006, the Company's balance sheet showed a
stockholders' deficit of $173,745,000, compared to a deficit of
$168,696,000 at Dec. 31, 2006.

                        Notices of Default

The Trustee for the Company's $225 million 9-5/8% Senior Notes due
2007 under the Indenture alleged and the Court of Chancery of the
State of Delaware determined that the Company violated certain
covenants contained in the Indenture.  The Trustee is not named in
the Company's SEC filing.

In January 2005 and July 2005, the Trustee sent the Company
Notices of Default and Acceleration declaring the unpaid principal
and any accrued interest on the Notes to be immediately due and
payable.  Accordingly, the Notes have been classified as a current
liability in the accompanying balance sheet at Dec. 31, 2005, and
2004.

The Company timely paid to the Trustee the semi-annual interest
payment on the Notes due Nov. 15, 2004.  The Company said that the
Trustee subsequently withheld approximately $4.8 million, which
was reduced to approximately $2.8 million, from that payment to
fund its cost of litigation against the Company and paid the
noteholders a corresponding reduced amount of interest.

The Company believes the Trustee did not have the right to
withhold that amount and is responsible to pay those interests to
the noteholders.  In December 2004, the Company commenced
litigation against the Trustee.

As of Dec. 31, 2005, the Company has not made its semi-annual
interest payments on the Notes, due on May 15 and Nov. 15, 2005,
which amounted to $21,656.  The non-payment constitutes an event
of default under the Indenture.


INLAND FIBER: Case Summary & 9 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: Inland Fiber Group, LLC
             aka U.S. Timberlands Klamath Falls, LLC
             6400 Highway 66
             Klamath Falls, OR 97601

Bankruptcy Case No.: 06-10884

Debtor affiliate filing separate chapter 11 petition:

      Entity                                     Case No.
      ------                                     --------
      Fiber Finance Corp.                        06-10885

Type of Business: The Debtor grows trees and sells logs, standing
                  timber, and timberland.

Chapter 11 Petition Date: August 18, 2006

Court: District of Delaware (Delaware)

Debtor's Counsel: William P. Bowden, Esq.
                  Don A. Beskrone, Esq.
                  Ricardo Palacio, Esq.
                  Amanda M. Winfree, Esq.
                  Ashby & Geddes, P. A.
                  222 Delaware Avenue, 17th Floor
                  Wilmington, DE 19899
                  Tel: (302) 654-1888
                  Fax: (302) 654-2067

                        - and -

                  Glenn E. Siegal, Esq.
                  Scott M. Zimmerman, Esq.
                  David C. McGrail, Esq.
                  Davin J. Hall, Esq.
                  Dechert LLP
                  30 Rockefeller Center
                  New York, NY 10112
                  Tel: (212) 698-3660
                  Fax: (212) 698-3599

                                   Total Assets     Total Debts
                                   ------------     -----------
Inland Fiber Group, LLC            $81,890,311      $264,433,754
Fiber Finance Corp.                $1,048           $263,074,983

A. Inland Fiber Group, LLC's 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Bank National            Bond Debt             $263,074,983
Association, as Indenture
Trustee
60 Livingston Avenue
St. Paul, MN 55107

Confederated Tribes of        Deposit                    $20,868
Warm Springs
P.O. Box C
Warm Springs, OR 97761

Bureau of Land Management,    Government Contract         $7,500
Department of the Interior
3040 Biddle Road
Medford, OR 97501

Fruit Growers Supply Company  Deposit                     $7,372

Collins Timber Company        Deposit                     $5,099

Jeld Wen                      Deposit                     $2,080

Brooks Walker                 Deposit                       $427

Forest Service, Department    Government Contract        Unknown
of Agriculture

B. Fiber Finance Corp.'s Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
U.S. Bank National            Bond Debt             $263,074,983
Association, as Indenture
Trustee
60 Livingston Avenue
St. Paul, MN 55107


KINETIC CONCEPTS: Debt Reduction Spurs Moody's to Upgrade Ratings
-----------------------------------------------------------------
Moody's Investors Service upgraded the ratings of Kinetic
Concepts, Inc.  The ratings upgrade reflects primarily a continued
reduction in outstanding debt and growing cash flow, despite an
unfavorable court decision on its patent infringement trial with
BlueSky, as well as the potential for greater competition in its
core wound pressure market.  The ratings outlook is stable.

Moody's believes that the company can continue to maintain a
strong liquidity position while continuing to generate significant
cash flow.

The stable outlook assumes that revenues will grow between 2% to
4% in 2007 and will drop slightly in 2008 while margins will
contract during this time period due to increased competition and
continued reimbursement pressure.  Due to expected stable cash
flow and further reductions in outstanding debt, the company will
continue to maintain its financial strength, as measured by cash
flow to debt and free cash flow to debt, which are indicative of a
company in the Aa to Aaa category, as determined by Moody's
recently published rating methodology for medical device
companies.

The ratings could be downgraded if the company pursues a debt
financed, transforming acquisition, which would result in
substantially less financial flexibility and a deterioration of
credit metrics.  The ratings could be upgraded if the company
continues to expand its cash flow, reduce debt and does not pursue
material shareholder initiatives or acquisitions.

These ratings were upgraded with a stable outlook:

   * Guaranteed senior secured revolving credit facility, due
     2009, upgraded to Ba2 from Ba3

   * Guaranteed senior secured term loan B, due 2010, upgraded to
     Ba2 from Ba3

   * Guaranteed unsecured subordinated notes, due 2013, upgraded
     to B1 from B2

   * Corporate Family Rating, upgraded to Ba2 from Ba3

Kinetic Concepts, Inc., headquartered in San Antonio, Texas,
provides therapies for advanced wound healing and for the
treatment and prevention of complications suffered by patients
as a result of immobility.  Revenues for the year ended
December 31, 2005 were approximately $1.2 billion.


KULLMAN INDUSTRIES: CEO Agrees to Aid Panel in Tajikistan Action
----------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey approved a settlement agreement between
the Official Committee of Unsecured Creditors and Robert Kullman,
president and chief executive officer of Kullman Industries, Inc.

Under the agreement, Mr. Kullman agrees to fully cooperate with
the Committee in connection with the pursuit by the Debtor's
bankruptcy estate of recovery on the Tajikistan Claims.

Before it filed for Bankruptcy, the Debtor contracted with the
U.S. government to act as the general contractor in the
construction of an embassy in Tajikistan.  The Committee intends
to bring an action against the U.S. government to recover damages
resulting from the government's alleged breaches of the terms of
the Tajikistan contract.

The settlement also provides for the distribution of any recovery
from the Tajikistan action in this order:

       a) to the Committee's counsel pursuing the Tajikistan
          claims for an agreed upon contingency fee and expenses;

       b) to Mr. Kullman for travel and legal expenses incurred
          in connection with his assistance in the pursuit of the  
          Tajikistan Claims.    
  
       c) the next $1,500,000 of proceeds will be paid to the
          Debtor's estate for distribution to creditors of the
          estate;

       d) the next $1,000,000 of proceeds will be paid sixty 60%
          percent to the Debtor's estate for distribution to
          creditors of the estate and 40% percent to Mr. Kullman;
          and

       e) all additional proceeds will be divided evenly
          between the creditors and Mr. Kullman.

                      About Kullman Industries

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


LEE'S TRUCKING: Inks New Premium Financing Pact with FIFC
---------------------------------------------------------
Lee's Trucking, Inc., asks the U.S. Bankruptcy Court for the
Western District of Arkansas in El Dorado for authority to execute
an insurance premium financing agreement with First Insurance
Funding Corporation.

The Debtor needs to secure insurance coverage for its freight
hauling services including general liability, POLL, EXLB, Workers
Compensation, and Automobile insurance.

The amount financed under the premium financing agreement will
total approximately $737,947.  The Debtor will become obligated to
pay to FIFC the sum in nine monthly installments of $84,189.23
each.  The first payment under the Insurance Premium Finance
Agreement is due on Sept. 1, 2006.

As collateral to secure repayment of the indebtedness, the Debtor
is granting FIFC a security interest in the unearned premiums of
the Policies.

The Debtor had previously obtained court-approval for a similar
premium financing scheme with FIFC.  In June 2006, the Court
authorized the Debtor to obtain approximately $85,894 of financing
for its cargo, freight damage and property coverage insurance.  
Under their first agreement, the Debtor is required to pay FIFC in
10 monthly installments of $8,589 each.  The Debtor also granted
FIFC a security interest in the unearned premiums of the Policies.

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


LEVITZ HOME: Wants to Walk Away from Woodbury HQ Lease
------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates want to
walk away from a lease of nonresidential property located in
Woodbury, New York, that serves as their corporate headquarters,
Nicholas M. Miller, Esq., at Jones Day, in New York, tells the
U.S. Bankruptcy Court for the Southern District of New York.

The Debtors will abandon their interest in any personal property
located at the premises, Mr. Miller says.

Lake Park 300 Crossways Park Drive, LLC, and CLK-HP 300 Crossways
Park Drive, LLC, are the landlords for the Woodbury Lease.

According to Mr. Miller, pursuant to a June 8, 2006, stipulation
between the Debtors and PLVTZ, LLC, on the one hand, and
Crossways, on the other hand, if the Woodbury Lease is rejected,
the Debtors or PLVTZ will, under any circumstances, be entitled
to occupy the premises through and including Dec. 31, 2006,
provided that the Debtors or PLVTZ will provide Crossways with 60
days' notice of intent to actually vacate the premises.

The Debtor is also rejecting the lease for Store No. 20509 located
in Nanuet, New York, effective as of Aug. 2, 2006.  The Debtors
will abandon their interest in any personal property located at
the premises.

Josephine Tritt and Dorothy Altman are the landlords for Store
No. 20509.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 18; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


LIQUIDMETAL TECH: June 30 Balance Sheet Upside-Down by $10.8 Mil.
-----------------------------------------------------------------
Liquidmetal Technologies, Inc., incurred a $7,864,000 net loss for
the three months ended June 30, 2006, compared to a $5,522,000 net
loss for the same period in 2004.

Revenue increased $3.4 million to $7.1 million for the three
months ended June 30, 2006 from $3.7 million for the three months
ended June 30, 2005.  The increase consisted of an increase of
$2.9 million from the sales and prototyping of parts manufactured
from bulk Liquidmetal alloys to consumer electronics customers as
a result of increased demand from electronic casings applications,
an increase of $100,000 from research and development contracts,
and an increase of $400,000 from sales of coatings products as a
result of increase in demand from oil drilling applications.

At June 30, 2006, the Company's balance sheet showed $24,986,000
in total assets and $35,878,000 in total liabilities, resulting in
a $10,892,000 shareholders' deficiency.

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

                        Going Concern Doubt

Choi, Kim & Park LLP expressed substantial doubt about Liquidmetal
Technologies, 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
significant operating losses and working capital deficit.

                         About Liquidmetal

Liquidmetal Technologies -- http://www.liquidmetal.com/-- is the    
leading developer, manufacturer, and marketer of products made
from amorphous alloys. Amorphous alloys are unique materials that
are characterized by a random atomic structure, in contrast to the
crystalline atomic structure possessed by ordinary metals and
alloys.  Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling
significant improvements in products across a wide array of
industries.  The combination of a super alloy's performance
coupled with unique processing advantages positions Liquidmetal
alloys for what the company believes will be The Third
Revolution(TM) in material science.


LIQUIDMETAL TECH: Receives Federal Grand Jury Subpoena
------------------------------------------------------
Liquidmetal Technologies, Inc. has received a federal grand jury
subpoena for the production of certain documents relating to the
period Jan. 1, 1999 through the present.  

The documents being sought include accounting records, documents
relating to the Company's relationship with Growell Metal of
Korea, and documents and records relating to transactions in
Company stock by officers and directors.  

The Company has been advised that the materials sought are
pertinent to a grand jury investigation recently initiated in the
Middle District of Florida by the U.S. Department of Justice,
Criminal Division, Fraud Section concerning alleged accounting
improprieties by the Company, among other things.  

The Company believes the subject matter of the investigation is
largely similar to the subject matter of the previously disclosed
consolidated securities class action and shareholder derivative
actions that the Company reached agreements in principle to settle
in April 2006.  

Liquidmetal says it will fully cooperate with the authorities in
connection with this subpoena and investigation.

                        Going Concern Doubt

Choi, Kim & Park LLP expressed substantial doubt about Liquidmetal
Technologies, 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
significant operating losses and working capital deficit.

                         About Liquidmetal

Liquidmetal Technologies -- http://www.liquidmetal.com/-- is the    
leading developer, manufacturer, and marketer of products made
from amorphous alloys. Amorphous alloys are unique materials that
are characterized by a random atomic structure, in contrast to the
crystalline atomic structure possessed by ordinary metals and
alloys.  Liquidmetal Technologies is the first company to produce
amorphous alloys in commercially viable bulk form, enabling
significant improvements in products across a wide array of
industries.  The combination of a super alloy's performance
coupled with unique processing advantages positions Liquidmetal
alloys for what the company believes will be The Third
Revolution(TM) in material science.


MASSEY ENERGY: Can Access up to $175MM Under Amended Debt Facility
------------------------------------------------------------------
Massey Energy Company entered into an amended and restated asset-
based revolving credit agreement, which provides for available
borrowings, including letters of credit, of up to $175 million,
depending on the level of eligible inventory and accounts
receivable.  The previous credit limit was $130 million, including
a $100 million sublimit for letters of credit.

In addition, the Company achieved improved pricing and extended
the facility's maturity to August 2011. Currently there are
$60.5 million of letters of credit issued and there are no
outstanding borrowings under this facility.

Based in Richmond, Virginia, Massey Energy Company (NYSE: MEE) --
http://www.masseyenergyco.com/-- produces Central Appalachian  
coal, with subsidiaries serving more than 125 utility, industrial
and metallurgical customers around the world.

                        *     *     *

As reported on the Troubled Company Reporter on Aug. 2, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Richmond, Virginia-based Massey Energy Co. to 'B+' from
'BB-', reflecting its expectation of weaker-than-anticipated
financial performance; increased debt leverage; and concerns about
aggressive shareholders.  The outlook is stable.


MORGAN STANLEY: Fitch Affirms Two Certificates' Junk Ratings
------------------------------------------------------------
Fitch Ratings upgraded Morgan Stanley Capital I Inc. commercial
mortgage-backed securities pass-through certificates, series
1997-RR:

  -- $83.7 million class D to 'AAA' from 'AA+'
  -- $30.2 million class E to 'AAA' from 'A'

These classes are affirmed:

  -- Interest only class IO at 'AAA'

  -- $98.2 million class F at 'BB-'

  -- Classes G-1 and G-2 remain at 'C/Distressed Rating 6' and
     'CCC/DR4' respectively

Classes A, B, and C have paid in full and classes H-1 and H-2 have
been reduced to zero due to realized losses.

The upgrades were the result of increased credit enhancement due
to paydown, as well as the positive rating migration in the
underlying collateral.  As of the July 2006 distribution date, the
transaction has paid down 50.1%, to $247.4 million from $503.7
million at issuance.

The certificates are collateralized by all or a portion of 32
classes of fixed-rate CMBS in 15 separate transactions.  The
current weighted average rating factor of the underlying bonds is
21.25, corresponding to an average rating of 'BB-/B+'.  The
classes' ratings are based on Fitch's actual rating, or on Fitch's
internal credit assessment for those classes not rated by Fitch.

Delinquencies in the underlying transaction are:

   * 30 days: 0.6%;
   * 60 days: 0.0%;
   * 90+ days: 0.3%;
   * foreclosure: 0.7%; and
   * real estate owned: 1.0%.


NEIMAN MARCUS: Completes 7.125% Debentures Consent Solicitation
---------------------------------------------------------------
The Neiman Marcus Group, Inc., completed the consent solicitation
relating to its 7.125% Senior Debentures due 2028.

A supplemental indenture implementing the amendment approved by
the consent solicitation was executed on Aug. 14, 2006.

The supplemental indenture amends the reporting covenant in the
indenture to make it consistent with the reporting covenant in the
Company's other outstanding public debt indentures.  Under the
amendment, where Neiman Marcus, Inc., continues to be a guarantor,
the Company's reporting obligations under the indenture will be
satisfied, provided that NMI files specified reports with the SEC
and NMI's filings include specified financial information
concerning the Company.

Goldman, Sachs & Co. acted as Solicitation Agent for the consent
solicitation and Global Bondholder Services Corporation acted as
the Information Agent.

Headquartered in Dallas, Texas, The Neiman Marcus Group, Inc.
-- http://www.neimanmarcusgroup.com/-- operates Neiman Marcus and  
Bergdorf Goodman stores, in addition to both print and online
retail businesses.  

                        *     *     *

As reported on the Troubled Company Reporter on March 31, 2006,
Fitch Ratings revised the Rating Outlook on The Neiman Marcus
Group, Inc., to Positive from Stable.  Fitch affirmed the B-
Issuer Default Rating of the Company, the 'BB-/RR1' rating on its
$600 million secured revolving credit facility, 'B/RR3' rating on
the $1.875 billion secured term loan facility, 'B/RR3' rating on
the $121 million secured debentures, 'CCC+/RR5' rating on the
$700 million senior unsecured notes and 'CCC/RR6' rating on the
$500 million senior subordinated notes.


PERFORMANCE TRANSPORTATION: Seeks Nov. 30 Plan-Filing Extension
---------------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates ask the Honorable Michael J. Kaplan of the U.S.
Bankruptcy Court for the Western District of New York to extend
the period within which they have the exclusive right to:

   (a) file a plan, through and including Nov. 30, 2006; and

   (b) solicit and obtain acceptances of that plan, through
       Jan. 29, 2007.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
explains that an extension of the exclusive periods will foster
the Debtors' efforts to engage in discussions with their
customers, labor unions and certain debt holders.

The Debtors, Mr. Graber says, are negotiating with their customers
and labor unions concerning concessions that will help strengthen
the estate's financial and operational viability.  The
negotiations constitute unresolved contingencies to the Debtors'
potential reorganization and represent a key step towards
development of a viable exit strategy.

The outcome of these negotiations, Mr. Graber says, will help
increase profitability, maximize the value of the Debtors' estates
and creditor recovery, and develop and confirm a plan of
reorganization.  The Debtors will not be in a position to
accurately evaluate their assets and liabilities and determine an
appropriate post-confirmation capital structure prior to reaching
a better understanding of the outcome of those negotiations,
Mr. Graber notes.

Moreover, PTS has recently started discussions with affiliates of
The Yupaica Companies LLC, new holders of the Debtors' prepetition
secured debt, with respect to restructuring alternatives and
maximizing the Debtors' viability.

Mr. Graber notes that Yucaipa has initiated a due diligence review
of the Debtors' business.  The Debtors intend to engage in further
discussions with Yucaipa once the review is complete.

Yucaipa American Alliance Fund I, LP and Yucaipa American
(Parallel) Fund I, L.P., inform the Court of their support to the
Debtors' request for extension.

Yucaipa is represented in the Debtors' cases by John W. Weiss,
Esq., and Robert A. Klyman, Esq., at Latham & Watkins LLP, in New
York.

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PERFORMANCE TRANSPORTATION: Wants to Assume Bandag Contract
-----------------------------------------------------------
Performance Transportation Services, Inc., and its debtor-
affiliates seek authority from the U.S. Bankruptcy Court for the
Western District of New York to assume a modified contract with
Bandag, Inc.

Garry M. Graber, Esq., at Hodgson Russ LLP, in Buffalo, New York,
notes that the Debtors' vehicle hauling business is entirely
dependent on the operation of rigs used to transport vehicles to
vehicle dealerships.  The Debtors have determined that the
combination of new purchased tires, new leased tires and retreaded
tires is the most desirable method of maintaining a cost-efficient
and appropriate supply of specialized tires needed to operate
their Rigs.

Thus, the Debtors entered into a contract for tire-related
services with Bandag, Inc., on October 6, 2005.  Bandag provided
standard tire repair and retreading services including casing
inspection and repair, casing retreading, tire mounts and
dismounts, tire repair, and emergency tire assistance.

Mr. Graber says the Debtors chose Bandag as their tire retreading
service provider because it is the only retread vendor that was
able to offer the services on a national level and at the capacity
and pricing levels necessary to serve the Debtors' needs.

The Contract provides that either party may terminate it, without
cause, by giving at least 90 days prior written notice.  On
April 11, 2006, Bandag notified the Debtors of its intent to
terminate the Contract, effective July 15, 2006.  Without Bandag's
services, the Debtors will not have access to the significant
advantages offered by a national retread vendor.

Hence, the Debtors convinced Bandag to continue providing tire-
related services to ensure a continued supply of useable tires.  
The Debtors and Bandag consequently agreed to amend the Contract.

The Amendment allows either party to terminate the Contract prior
to Oct. 24, 2007, at the option of the non-defaulting party.  
Termination without cause is no longer permitted.

The Debtors believe that the terms of the Amendment are reasonable
and provide benefits that are in the best interests of their
estates.

Pursuant to the Amendment, the Debtors will pay to Bandag $113,975
for the prepetition debt owed.

                 About Performance Transportation

Headquartered in Wayne, Michigan, Performance Transportation
Services, Inc. -- http://www.pts-inc.biz/-- is the second largest      
transporter of new automobiles, sport-utility vehicles and light
trucks in North America.  The Company provides transit stability,
cargo damage elimination and proactive customer relations that are
second to none in the finished vehicle market segment.  The
company's chapter 11 case is administered jointly under Leaseway
Motorcar Transport Company.

Headquartered in Niagara Falls, New York, Leaseway Motorcar
Transport Company Debtor and 13 affiliates filed for chapter 11
protection on Jan. 25, 2006 (Bankr. W.D.N.Y. Case No. 06-00107).
James A. Stempel, Esq., James W. Kapp, III, Esq., and Jocelyn A.
Hirsch, Esq., at Kirkland & Ellis, LLP, and Garry M. Graber, Esq.,
at Hodgson Russ LLP represent the Debtors in their restructuring
efforts.  David Neier, Esq., at Winston & Strawn LLP, represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $50 million and more than $100 million in
debts.  (Performance Bankruptcy News, Issue No. 12; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PILGRIM'S PRIDE: Proposes to Buy Gold Kist for $1 Billion in Cash
-----------------------------------------------------------------
Pilgrim's Pride Corporation sent a proposal to Gold Kist, Inc.,
offering to purchase all of the outstanding shares of Gold Kist
common stock for $20 per share in cash.  The transaction is valued
at approximately $1 billion, plus the assumption of Gold Kist's
debt of $144 million.  Pilgrim's Pride's offer represents a
premium of approximately 55% over Gold Kist's closing stock price
of $12.93 on Friday, Aug. 18, 2006.

Using consensus earnings estimates for fiscal 2007, Pilgrim's
Pride expects that the transaction will be accretive to earnings
per share in the first full year after the completion of the
transaction, including approximately $50 million of anticipated
synergies expected to come primarily from the optimization of
production and distribution facilities and cost savings in
purchasing, production, logistics and SG&A.

"We believe the combination of Pilgrim's Pride and Gold Kist will
create the world's leading chicken producer and result in
substantial value creation for our respective shareholders,
employees, business partners and other constituencies," O.B.
Goolsby, Jr., President and Chief Executive Officer of Pilgrim's
Pride, said.  "The combined company will maintain a balanced
portfolio of fresh chicken and value-added products and expand its
geographic reach and customer base, enabling it to compete more
efficiently in the industry and provide even better service to its
customers.

"Our proposal provides Gold Kist's shareholders with a substantial
approximately 55% premium for their shares in cash.  We look
forward to sitting down with the members of Gold Kist's Board of
Directors as soon as possible to work jointly with them to quickly
close this transaction," added Mr. Goolsby.

Pilgrim's Pride noted that it has substantial current liquidity
and has received further assurances from its financial advisors
that it has the ability to finance the transaction.  Pilgrim's
Pride believes that the combined company will have a strong
financial position and substantial cash flow, enabling it to
consistently reduce debt and return to historical debt levels.

Baker & McKenzie LLP and Morris, Nichols, Arsht & Tunnell, LLP are
acting as legal counsel to Pilgrim's Pride.  Credit Suisse and
Legacy Partners Group LLC are acting as financial advisors to
Pilgrim's Pride.

                         About Gold Kist

Based in Atlanta, Georgia, Gold Kist Incorporated (NASDAQ: GKIS)
-- http://www.goldkist.com/-- operates a fully integrated chicken  
production, processing and marketing business.  Gold Kist's
production operations include nine divisions located in Alabama,
Florida, Georgia, North Carolina and South Carolina.

                      About Pilgrim's Pride

Headquartered in Pittsburg, Texas, Pilgrim's Pride Corporation
(NYSE: PPC) -- http://www.pilgrimspride.com/-- produces,  
distributes and markets poultry processed products through
retailers, foodservice distributors and restaurants in the United
States, Mexico and in Puerto Rico.  Pilgrim's Pride employs
approximately 40,000 people and has major operations in Texas,
Alabama, Arkansas, Georgia, Kentucky, Louisiana, North Carolina,
Pennsylvania, Tennessee, Virginia, West Virginia, Mexico and
Puerto Rico, with other facilities in Arizona, Florida, Iowa,
Mississippi and Utah.

                          *     *     *

Standard & Poor's Ratings Services affirmed its 'BB' long-term
corporate credit and senior secured debt ratings on Pilgrim's
Pride Inc., on March 6, 2006.
     
In addition, the ratings were removed from CreditWatch with
positive implications where they were originally placed on
Oct. 11, 2005.  About $595 million of debt (adjusted for
capitalized operating leases) of Pilgrim's Pride was outstanding
at Dec. 31, 2005.  The outlook is stable.


PREDIWAVE CORP: New World Agrees to Defer Discovery Period
----------------------------------------------------------
New World TMT Limited has agreed to stay the Briefing Deadline and
Discovery Period related to its request for the appointment of a
Chapter 11 Trustee or an Examiner in PrediWave Corporation's
bankruptcy case.

Pursuant to a stipulation approved by the Honorable Randall J.
Newsome of the U.S. Bankruptcy Court for the Northern District of
California in Oakland, New World agreed to the stay following the
Debtor's retention of XRoads Solutions Group, LLC, as its
financial and restructuring advisor.

The stay of the discovery proceedings will:

       a) allow time for XRoads to gather current information
          regarding the Debtor's business operations and financial
          condition; and

       b) allow time for the Debtor, upon XRoads' completion of
          its initial information gathering, to communicate to New
          World and the Official Committee of Unsecured Creditors,
          current information regarding its business operations
          and financial condition.

New World anticipates to obtain sufficient information regarding
the bankruptcy estate to determine whether it is appropriate to
continue further or withdraw its motion to appoint a trustee or
examiner.

New World asserts approximately $380 million of contingent,
unliquidated claim against PrediWave arising from the Debtor's
alleged sale of non-conforming goods to New World.

Headquartered in Fremont, Calif., PrediWave Corporation --
http://www.prediwave.com/-- provides cable and satellite  
operators with end-to-end digital broadcast platforms, and offers
products like Video On Demand, Digital Video Recording,
interactive video shopping, and subscription services.  The Debtor
filed for chapter 11 protection on April 14, 2006 (Bankr. N.D.
California Case No. 06-40547).  Robert A. Klyman, Esq., at Latham
& Watkins, LLP, and Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP represent the Debtor in its restructuring
efforts.  John D. Fiero, Esq., at Pachulski, Stang, Ziehl, Young
and Jones represents the Official Committee Of Unsecured
Creditors.  The Debtor's Schedules of Assets and Liabilities
showed $145,282,246 in total assets and $773,033,371 in total
liabilities.


PUREBEAUTY INC: Court Approves Davis Wright as Special Counsel
--------------------------------------------------------------
The Honorable Kathleen Thompson of the U.S. Bankruptcy Court for
the Central District of California in San Fernando Valley
authorized PB Estate Inc., fka PureBeauty Inc., and PS Estate
Inc., fka Pure Salons, Inc., to employ Davis Wright Tremaine LLP
as their special counsel, nunc pro tunc to April 18, 2006.

Before filing for bankruptcy, the Debtors already hired Davis
Wright to provide them with general legal business services.  The
Debtors believe that the Firm's retention is in their best
interest because Davis Wright already has the knowledge,
expertise, and experience to effectively and efficiently represent
the Debtors.

Davis Wright will work on legal matters that arise in the ordinary
course of the Debtors' operations, including:

   -- contract preparation and review;
   -- general corporate and business matters;
   -- trademark prosecution;
   -- real estate matters;
   -- employment advice; and
   -- general business litigation.

The Firm's professionals bill:

     Designation                      Hourly Rate
     -----------                      -----------
     Partners                         $340 - $525
     Associates                       $235 - $335
     Paralegals                       $100 - $195

The Firm's partners expected to have active interest in this
engagement are:

     Professional                     Hourly Rate
     ------------                     -----------
     Marc Jacobwitz, Esq.                 $445
     Andrew Thomas, Esq.                  $420
     John P. LeCrone, Esq.                $420
     Deidre Davis, Esq.                   $360

John P. LeCrone, Esq., a partner at Davis Wright, disclosed that
from April 2005 to April 18, 2006, the Firm billed $483,170.66.  
Of this amount, Davis Wright has received $356,206.50.  Thus, the
Firm is a general unsecured creditor of the Debtors for
$126,964.16.

Mr. LeCrone assures the Court that the Firm does not hold nor
represent any interest adverse to the Debtors, their estates, and
their creditors, and is disinterested as that term is defined in
Section 101(14) of the Bankruptcy Code.

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated       
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represent the Debtors.  The
Debtors' Official Committee of Unsecured Creditors selected Eric
E. Sagerman, Esq., and David J. Richardson, Esq., at Winston &
Strawn, LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they estimated $14 million in
assets and $82 million in debts.


PUREBEAUTY INC: Wants Until Dec. 14 to File Chapter 11 Plan
-----------------------------------------------------------
PB Estate Inc., fka PureBeauty Inc., and PS Estate Inc., fka Pure
Salons, Inc., ask the Honorable Kathleen Thompson of the U.S.
Bankruptcy Court for the Central District of California in San
Fernando Valley to extend, until Dec. 14, 2006, their time to
exclusively file a chapter 11 plan.

The Debtors also want their exclusive period to solicit
acceptances of that plan extended until Feb. 12, 2007.

The Debtors and their professionals were involved in the process
of consummating the sale of substantially all of their assets to
Cameron Capital Corporation.  After the sale, the Debtors ceased
operations and are now in the phase of conducting an orderly
liquidation of their remaining assets to maximize value for all
creditors under a contemplated chapter 11 plan of liquidation.

The Debtors said they have been paying all their postpetition
liabilities as they become due in the ordinary course of business.

PureBeauty, Inc. -- http://www.purebeauty.com/-- operated
48 retail stores and salons offering professional hair care and
skincare services, featuring a leading assortment of professional
and prestige personal care products.  PureBeauty also operated six
"brand" stores, providing customers with a variety of aspirational
products and services.  PureBeauty Inc. and Pure Salons, Inc., an
affiliate, filed for chapter 11 protection on April 18, 2006
(Bankr. C.D. Calif. Case No. 06-10545).  Stacia A. Neeley, Esq.,
at Klee, Tuchin, Bogdanoff & Stern LLP represented the Debtors.  
The Debtors' Official Committee of Unsecured Creditors selected
Eric E. Sagerman, Esq., and David J. Richardson, Esq., at Winston
& Strawn, LLP, as its counsel.  When the Debtors filed for
protection from their creditors, they estimated $14 million in
assets and $82 million in debts.


RIVERSTONE NETWORKS: Third Party Claims Due by September 1
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware has set
Sept. 1, 2006, at 4:00 p.m., as the final date for any
stockholder, former stockholder, creditor or other third party to
file a cause of action against an individual officer or director
of Riverstone Networks, Inc., and its debtor-affiliates as of
Feb. 7, 2006.      

The causes of action must be filed in the appropriate court and
copies of the action must be sent to JP Morgan Trust Company NA,
the Court approved Claims, Noticing and Solicitation Agent.  

Causes of Action sent by first class mail must be sent to:

          RNI Wind Down  Corporation
          c/o JP Morgan Trust Company, NA
          P.O. Box 56636
          Jacksonville, Fla. 32241-6636

Causes of Action sent by messenger or overnight carrier  must be
sent to:            

          RNI Wind Down  Corporation
          c/o JP Morgan Trust Company, NA
          8475 Western Way, Suite 110
          Jacksonville, Fla. 32256  

Based in Santa Clara, California, Riverstone Networks, Inc., nka
Wind Down  Corporation -- http://www.riverstonenet.com/--  
provides carrier Ethernet infrastructure solutions for business
and residential communications services.  The company and four of
its affiliates filed for chapter 11 protection on Feb. 7, 2006
(Bankr. D. Del. Case Nos. 06-10110 through 06-10114).  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represents the Official Committee
of Unsecured Creditors.  The firm Brown Rudnick Berlack Israels
LLP serves as counsel to the Official Committee of Equity Security
Holders.  As of Dec. 24, 2005, the Debtors reported assets
totaling $98,341,134 and debts totaling $130,071,947.


SATELITES MEXICANOS: Asks Bankr. Court to Set Confirmation Hearing
------------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., asks the Honorable Robert D.
Drain, of the U.S. Bankruptcy Court for the Southern District of
New York to convene a hearing to consider confirmation of its
Chapter 11 Plan of Reorganization seven days after the Voting
Deadline.

The Debtor proposes that, the Confirmation Hearing may be
continued from time to time by the Court or the Debtor without
further notice other than adjournments announced in open Court or
as indicated in any notice of agenda of matters scheduled for
hearing filed with the Court.

The Debtor will provide notice of any continuance of the
Confirmation Hearing to counsel for the Ad Hoc Existing
Bondholders' Committee, and the Ad Hoc Senior Secured Noteholders'
Committee.

In accordance with the terms of the Restructuring Agreement,  
the Debtor notes, confirmation of the Chapter 11 Plan will not
occur more than 120 days from the Petition Date without the
consent of the Ad Hoc Committees.

The Debtor also asks the Court to direct that objections, if any,
to the Plan must be filed seven days before the Confirmation  
Hearing.  Confirmation objections must:

   (a) be in writing;

   (b) state the name and address of the objecting party and the
       amount and nature of the claim or interest of the party;
       and

   (c) state with particularity the basis and nature of any
       objection.

The Debtor also seeks permission to publish the Confirmation
Hearing Notice once in The New York Times (National Edition) and
Reforma, a Mexican newspaper, on or within three days after it
commences solicitation of Plan votes.

The Court will convene a hearing to consider the Debtor's request
on September 6, 2006, at 10:00 a.m.  Objections, if any, must be  
filed by Aug. 31, 2006.

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


SATELITES MEXICANOS: Gets Extension of Schedules Filing Deadline
----------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, granted the request of
Satelites Mexicanos, S.A. de C.V., to extend the deadline to file
its Schedules and Statement to Oct. 25, 2006.

Pursuant to Section 521 of the Bankruptcy Code and Rule 1007 of
the Federal Rules of Bankruptcy Procedure, the Debtor is required
to file within 15 days of the filing for chapter 11 protection, a
statement of financial affairs as well as schedules of (i) assets
and liabilities, (ii) current income and expenditures and (iii)
executory contracts and unexpired leases.

Rule 1007(c) further provides that "Any extension of the time for
the filing of schedules [and] statements" may be granted "on
motion for cause shown."

On the date of filing for chapter 11 protection, in partial
satisfaction of requirements of Rule 1007, the Debtor filed with
the Court lists of all:

   (i) creditors holding claims against its estate and

  (ii) equity holders.

Luc A. Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in
New York, relates that given the size and complexity of its
business, the Debtor has a significant amount of information to
accumulate to prepare its Schedules and Statement.  

While the Debtor, with the help of its professional advisors, is
mobilizing its employees to work diligently and expeditiously on
the preparation of the Schedules and Statement, resources are
strained and the Debtor has not had ample time to gather and
analyze the necessary information to prepare and file its
Schedules and Statement, Mr. Despins explains.

Unavoidably, the Debtor's primary focus thus far has been
negotiating the terms of the Chapter 11 Plan and the Disclosure
Statement, and preparing for the filing of its Chapter 11 case,
Mr. Despins avers.

In view of the amount of work entailed in completing the Schedules
and Statement, and the competing demands upon the Debtor's
employees and professionals to assist in efforts to stabilize
business operations during the initial postpetition period, the
Debtor will likely not be able to properly and accurately complete
the Schedules and Statement within the required 15-day time
period, Mr. Despins tells Judge Drain.

The Debtor estimates that an extension of the filing deadline to
75 days, from the filing for chapter 11 protection, is necessary
for it to prepare and file the Schedules and Statement, if
necessary, while focusing on the filing of the Chapter 11 Plan and
related Disclosure Statement, and solicitation of votes to accept
or reject the Plan.  

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


STANADYNE HOLDINGS: Moody's Lowers Sr. Notes' Rating to Caa2
------------------------------------------------------------
Moody's Investors Service lowered the ratings of Stanadyne
Holdings, Inc. -- Corporate Family Rating at B3 and senior
discount notes to Caa3 from Caa2; and lowered the senior
subordinated note rating of its wholly owned subsidiary, Stanadyne
Corporation, to Caa2 from Caa1.

At the same time Moody's affirmed the ratings on Stanadyne
Corporation's senior secured asset based revolving credit facility
at B1; and raised the rating of Stanadyne Corporation's senior
secured term loan to B1 from B2.

The downgrade of the Corporate Family Rating reflects the
company's weakened credit metrics which result from poor operating
performance of its core businesses and continuing high financial
leverage despite the recent application of proceeds from a
business unit sale to reduce outstandings under the company's term
loan.

Stanadyne's core businesses, which produce precision-manufactured
engine components used in passenger vehicles and off road
equipment, have experienced weak operating performance due to
higher raw material costs, and higher operating costs resulting
from an inefficient supplier transition combined with higher
customer demand in the Precision Engine business.  For the LTM
period ending June 30, 2006 interest coverage was 0.8x and
leverage measured by debt to EBITDA was approximately 6.4x.

These metrics are consistent with a low speculative grade
rating under Moody's rating methodology for auto parts suppliers.  
Moreover, the company exhibits a relatively high concentration of
sales with individual customers, which also weighs negatively
under the rating methodology.  Recent statements by agricultural
equipment manufacturers that their production volumes will be
reduced to accommodate lower market demand, coupled with a limited
exposure to weaker demand from auto manufacturers, suggests that
Stanadyne's operating results could experience further pressure
during the near term.

The rating agency noted that Stanadyne maintains a good liquidity
profile which provides an important element of flexibility
considered in the rating.  With $31.2 million of available cash
and $28.8 million of availability under its bank credit facility
at June 30, 2006, the company's Speculative Grade Liquidity rating
has been affirmed at SGL-2.  Nevertheless, the company's
performance is expected to be at levels more consistent with the
B3 long term rating over the intermediate term.

The stable outlook reflects Moody's expectation that, despite
business pressures, Stanadyne's current liquidity provides
flexibility for the company to pursue restructuring initiatives
that could help to stabilize financial performance.  The recent
sale of the company's Precision Engine Products Corp subsidiary
has eliminated a loss making business unit and should contribute
to some near term improvement.

These ratings were lowered:

   * Corporate Family Rating, to B3 from B2;

   * Stanadyne's $160 million of guaranteed senior subordinated
     notes due 2014, to Caa2 from Caa1;

   * Stanadyne Holdings' $100 million (face amount) of 12%
     unguaranteed senior discount notes due 2015, to Caa3 from
     Caa2;

Ratings affirmed:

   * B1 rating of Stanadyne's $35 million asset-based guaranteed
     senior secured revolving credit facility due 2009;

   * SGL-2 speculative grade liquidity rating at Stanadyne
     Holdings

Ratings raised:

   * Stanadyne's $65 million guaranteed senior secured term loan
     due 2010, to B1 from B2

The last rating action for Stanadyne was on Dec. 15, 2004, in
which the ratings were affirmed.

The affirmation of the B1 rating on Stanadyne's senior secured
asset based revolving credit facility and the upgrade of the
rating for the company's senior secured term loan to B1 recognize
the reduced share that these facilities represent of the company's
overall debt structure, particularly after considering recent term
loan paydowns.  These facilities benefit from a security interest
in the company's principal assets and the recent application of
proceeds from the sale of Precision Engine Products to permanently
reduce the term loan outstandings provides improved asset
protection for both facilities, reflected in the current notching
of the ratings above the company's Corporate Family Rating.

Future developments that could adversely impact the company's
rating or rating outlook include evidence of market share losses
due to technology, regulatory, or competitive market factors;
deterioration in end market demand from anticipated levels; loss
of major contracts; continued increases in raw materials costs; a
material debt-financed acquisition or distribution to
shareholders; failure to steadily reduce leverage; declining
liquidity; or  deterioration of the company's margins to the 7-8%
range, so that Debt is sustained above 7x, and EBIT coverage
sustained below 1x.

Future developments that could favorably impact the company's
rating or rating outlook include profitable expansion of the
aftermarket business; or greater diversification along product,
geographic, and customer lines, so that Debt is sustained below
4.5x, and EBIT improves to above 1.5x.

Stanadyne Corporation, headquartered in Windsor, Connecticut, is a
leading designer and manufacturer of highly-engineered precision-
manufactured engine components, including fuel injection equipment
for diesel engines and hydraulic lash compensating devices for
gasoline engines.  Annual revenues are approximately $359 million.


STATER BROTHERS: Reports $5.7 Million Net Income in Second Quarter
------------------------------------------------------------------
Stater Brothers Holdings Inc. filed its financial results for the
second quarter ended June 25, 2006, with the Securities and
Exchange Commission on Aug. 9, 2006.

For the three months ended June 25, 2006, the Company reported
$5.7 million of net income on $885.9 million of net revenues,
compared to $7.3 million of net income on $840.4 million of net
revenues in 2005.

At June 25, 2006, the Company's balance sheet showed $1,040,383 in
total assets and $1,057,278 in total liabilities, resulting in a
$16,895 stockholders' deficit.

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

Based in Colton, California, Stater Brothers Holdings Inc.
-- http://www.staterbros.com/-- operates more than 160 full  
service Stater Bros. Markets in the United States.  The grocery
chain also owns and operates milk and juice processor Santee
Dairies aka Heartland Farms.  Founded in 1936 by twin brothers Leo
and Cleo Stater, Stater Bros. is owned by La Cadena Investments, a
general partnership consisting of Stater Bros. chairman and CEO
Jack Brown.

                          *     *     *

Stater Brothers Holdings' long-term local and foreign issuer
credits carry Standard & Poor's B+ ratings.  The ratings were
placed on June 20, 2006, with a stable outlook.

As reported in the Troubled Company Reporter on June 22, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings on Colton, California-based
Stater Bros Holdings Inc. to 'B+' from 'BB-'.  The outlook is
stable.

"The downgrade reflects a steady decline in credit metrics
following the peak levels experienced during the 2003/2004 labor
strike and our belief that these measures are not likely to
materially improve from current levels," said Standard & Poor's
credit analyst Stella Kapur.


SOUTHAVEN POWER: Inks New Power Deal with Tenn. Valley Authority
----------------------------------------------------------------
The Honorable George R. Hodges of the U.S. Bankruptcy Court for
the Western District of North Carolina, Charlotte Division,
authorized Southaven Power, LLC, to enter into a Master Power
Purchase & Sale Agreement with the Tennessee Valley Authority.

Judge Hodges also allowed the Debtor to issue a $2.5 million
letter of credit in favor of the TVA, to secure the Debtor's
performance under the agreement.

                       Tenaska Agreement

The Debtor historically sold power through a Commodity Management
Agreement with Tenaska Marketing Ventures.  Tenaska managed and
provided power marketing, fuel procurement, and related services
for the Debtor's power plant.

Pursuant to the Tenaska agreement, the Debtor, through Tenaska,
was able to benefit from a longer-term power supply agreement and
to lock in revenues because of Tenaska's dispatchable capacity
tolling agreement with the TVA.

The dispatchable capacity tolling agreement provides that that the
TVA will pay Tenaska, who in turn will pay to the Debtor, fixed
capacity, variable energy, and start payments.  In exchange for
the capacity payments, TVA obtained the right to purchase, at a
fixed per-unit price, all of the plant's capacity.  TVA also
purchased all of the fuel necessary for the plant to provide the
capacity that the TVA requires.

The Debtor's Commodity Management Agreement with Tenaska expires
on Aug. 31, 2006.  Through the Master Power Purchase & Sale
Agreement with the TVA, the Debtor will be able to deal directly
with the TVA and reap the benefits of their relationship without
incurring any additional obligations to Tenaska.

                         TVA Agreement

The new direct agreement with the TVA would have a 12-month term
(commencing on Sept. 1, 2006) and would require the TVA to pay the
Debtor fixed capacity, variable energy, and fixed start payments
aggregating approximately $16.9 million.

In exchange for the capacity payments, TVA would have the right to
purchase, at a fixed per-unit price, all of the plant's capacity.
The new TVA agreement further provides that TVA would be required
to purchase all of the fuel necessary for the plant to provide any
capacity that TVA purchases.

Under the new agreement, the Debtor is obliged to provide credit
support to the TVA in the form of a $2,500,000 Performance
Assurance letter of credit.

Headquartered in Charlotte, North Carolina, Southaven Power, LLC,
operates an 810-megawatt, natural gas-fired electric power plant
located in Southaven, Mississippi.  The Company filed for chapter
11 protection on May 20, 2005 (Bankr. W.D.N.C. Case No. 05-32141).
Mark A. Broude, Esq., at Latham & Watkins LLP represents the
Debtor in its restructuring efforts, and Hillary B. Crabtree,
Esq., at Moore & Van Allen, PLLC, represents the Debtor in
litigation against PG&E Energy Trading-Power, L.P.  To date, no
official committee of unsecured creditors has been appointed in
the Debtor's case.  Erie Power Technologies, Inc. and Centro Inc.,
have expressed interest in serving on an official committee.  
No other creditors have indicated their interest or willingness,
and the U.S. Bankruptcy Administrator for the Western District of
North Carolina won't appoint a two-member committee.  When the
Debtor filed for protection from its creditors, it estimated
assets and debts of more than $100 million.


TEC FOODS: Wants Sohlen as Franchise and Restructuring Advisor
--------------------------------------------------------------
TEC Foods, Inc., asks the Honorable Thomas J. Tucker of the U.S.
Bankruptcy Court for the Eastern District of Michigan in Detroit
for authority to employ Sohlen Franchise Advisors, LLC, as its
franchise and restructuring advisor, nunc pro tunc to
June 24, 2006.

The Debtor is a minority-owned franchisee of 12 Taco Bell
restaurants in Southeastern, Central, and Northern Michigan.  The
Debtor owns eight of the 12 restaurant locations and leases the
other four.  It employs over 300 people to conduct its operations.

Sohlen will:

   (a) review the Debtor's financial statements and its existing
       relationships with its lender, landlords, franchisor, and
       other third parties;

   (b) prepare valuation analyses and financial forecasts; and

   (c) assist the Debtor in restructuring its business and in
       formulating a plan of reorganization.

Hans Sohlen, the president of Sohlen Franchise Advisors, LLC,
disclosed that the Debtor will pay a $15,000 retainer.  Mr. Sohlen
will bill $275 per hour.

The Debtor forwarded a copy of this application, the declaration
of Mr. Sohlen, and the agreement to the U.S. Trustee for review.  
Because the Trustee had some concerns regarding the
indemnification language contained in the agreement, this
application was delayed.

Mr. Sohlen assures the Court that the Firm holds no adverse
interest to the estate and is disinterested as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Pontiac, Michigan, TEC Foods, Inc., is a Taco
Bell franchisee.  The company filed for chapter 11 protection on
Nov. 3, 2005 (Bankr. E.D. Mich. Case No. 05-89154).  Paula A.
Hall, Esq., at Butzel Long, P.C., represents the Debtor in its
restructuring efforts.  When the Debtor filed for protection form
its creditors, it estimated assets and debts between $10 million
and $50 million.


TELTRONICS INC: Equity Deficit Widens to $2.7 Million at June 30
----------------------------------------------------------------
Teltronics Inc.'s balance sheet at June 30, 2006 showed total
assets of $14.9 million and total liabilities of $17.6 million
resulting in a total shareholders' deficit of $2.7 million.  The
Company's shareholders' deficit stood at $2.6 million as of
Dec. 31, 2005.  

The Company disclosed that sales for the three months ended
June 30, 2006 were $11.5 million as compared to $12.97 million
reported for the same period in 2005.  Sales for the six months
ended June 30, 2006 were $21.79 million, as compared to $22.74
million, reported for the same period in 2005.  Gross profit
margin for the three months ended June 30, 2006 was 44%, as
compared to 43.2% for the same period in 2005.  Gross profit
margin for the six months ended June 30, 2006 was 41.6%, as
compared to 43.4% for the same period in 2005.

The Company also disclosed that net income for the three months
ended June 30, 2006 was $755,000 as compared to net income of
$1.19 million for the same period in 2005.  The net income for the
six months ended June 30, 2006 was $195,000, as compared to a net
income of $955,000 for the same period in 2005.  The net income
available to common shareholders for the three months ended June
30, 2006 was $592,000, as compared to net income of $1.03 million
for same period in 2005.  The net loss available to common
shareholders for the six months ended June 30, 2006 was $131,000,
as compared to net income of $633,000 for the same period in 2005.

Headquartered in Sarasota, Florida, Teltronics, Inc. (OTCBB: TELT)
-- http://www.teltronics.com/-- provides communications solutions  
and services for businesses.  The Company manufactures telephone
switching systems and software for small-to-large size businesses
and government facilities.  Teltronics offers a full suite of
Contact Center solutions -- software, services and support -- to
help their clients satisfy customer interactions.  Teltronics also
provides remote maintenance hardware and software solutions to
help large organizations and regional telephone companies
effectively monitor and maintain their voice and data networks.  
The Company serves as an electronic contract manufacturing partner
to customers in the U.S. and overseas.


THOMAS EQUIPMENT: To File Court-Supervised Restructuring of Unit
----------------------------------------------------------------
Thomas Equipment Inc. reported that its wholly owned subsidiary
Thomas Equipment 2004, Inc. intends to initiate court-supervised
restructurings and has laid off 141 employees.

The parent company, Thomas Equipment, Inc., and its other
subsidiaries domiciled in other countries are not subject to the
intended Canadian court-supervised restructuring nor does Thomas
have any present intention to file any other similar proceedings
for the parent company or any other subsidiary in the United
States.

The restructuring is designed to provide Thomas Equipment with
appropriate financial resources to address short-term needs and
successfully execute on longer-term strategic opportunities.  
Thomas continues to evaluate all options with respect to its
subsidiary companies.

Thomas 2004 intends to file a notice of intention to make a
proposal pursuant to the Bankruptcy and Insolvency Act (Canada).   
Once filed, the obligations of Thomas 2004 to creditors are stayed
for an initial period of 30 days and may be extended upon
subsequent applications to the Court or by the filing of a
proposal to creditors.

Thomas has engaged Carl Marks Advisory Group, LLC to provide
financial advisory services during the restructuring.  Pursuant to
the engagement, CMAG will work towards generating interest among
prospective investors, acquirers or merger candidates and advise
the company through all future negotiations and proposed
transactions.

                      About Thomas Equipment

Headquartered in Milwaukee, Wisconsin, Thomas Equipment, Inc.
(AMEX: THM) -- http://www.thomas-equipment.com/-- is a  
technologically advanced global manufacturer of a full line of
skid steer and mini skid steer loaders as well as attachments,
mobile screening plants and six models of mini excavators.  The
Company distributes its products through a worldwide network of
distributors and wholesalers.  In addition, the Company's wholly
owned subsidiaries manufacture specialty industrial and
construction products, a complete line of potato harvesting and
handling equipment, fluid power components, pneumatic and
hydraulic systems, spiral wound metal gaskets, and packing
material.

At March 31, 2006, Thomas Equipment Inc.'s balance sheet showed a
stockholders' deficit of $31,289,000, compared to a $67,129,000 at
June 30, 2005.


TODD MCFARLANE: Creditor Wants Case Converted to Chapter 7
----------------------------------------------------------
Tony Twist, a creditor of Todd McFarlane Productions, Inc., asks
the Honorable Charles G. Case II of the U.S. Bankruptcy Court for
the District of Arizona in Phoenix to convert the Debtor's chapter
11 case to a chapter 7 liquidation proceeding.

Before the Debtor filed for bankruptcy, Mr. Twist had obtained a
jury verdict against the Debtor and Todd McFarlane, the Debtor's
owner, for $15 million.  The Debtor and Mr. McFarlane appealed the
judgment and on June 20, 2006, the Missouri Court of Appeals
issued a slip opinion unanimously affirming the jury verdict in
favor of Mr. Twist.

Under the Debtor's Monthly Operating Reports from December 2004 to
May 2006, Mr. Twist said the Debtor's total cash sales were
$460,158.  In the Debtor's May 2006 MOR, the total professional
fees to date are $1,077,866 with $560,504 still unpaid.

Mr. Twist said there is:

   -- a continuing loss to the Debtor's estate,
   -- the absence of a reasonable likelihood of rehabilitation,
   -- an inability to effectuate a plan, and
   -- an unreasonable delay by the Debtor that is prejudicial to
      the creditors.

Since the judgment in July 2004, Mr. Twist said the Debtor has:

   -- paid $276,257 to an affiliate, prepetition;

   -- paid $422,779 to two law firms, prepetition;

   -- given a $500,000 lien on its assets;

   -- paid $517,362 to professionals, postpetition;

   -- a total net loss of $1,382,797 after reorganization
      expenses, postpetition;

   -- not filed a plan in 19 months;

   -- requested to extend filing a plan until Sept. 29; and

   -- proposed to settle with Travelers Indemnity Company of
      America wherein only professionals would receive payment.

Donald W. Powell, Esq., at Carmichael & Powell, P.C., represents
Mr. Twist.

Headquartered in Tempe, Arizona, Todd McFarlane Productions, Inc.
-- http://www.spawn.com/-- publishes comic books including Spawn,   
Hellspawn, and Sam and Twitch.  The Company filed for chapter 11
protection on Dec. 17, 2004 (Bankr. D. Ariz. Case No. 04-21755).
Kelly Singer, Esq., at Squire Sanders & Dempsey, LLP, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Company filed for protection from its creditors, it listed
more than $10 million in assets and more than $50 million in
debts.


TRM CORPORATION: Incurs $4.5 Million Net Loss in Second Quarter
---------------------------------------------------------------
TRM 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
$4.5 million net loss on $27.5 million of net revenues, compared
to $2.9 million of net income on $32 million of net revenues in
2005.

The Company had cash and cash equivalents of $10.5 million at June
30, 2006, compared to $9.7 million at Dec. 31, 2005, and net
working capital of $7.8 million at June 30, 2006, compared to a
net working capital deficit of $89.2 million at Dec. 31, 2005.  
The working capital deficit as of Dec. 31, 2005, was principally
caused by the classification of all of our former debt facility as
a current liability due to the Company's default.  Restricted cash
at June 30, 2006, includes $4.5 million held by Bank of America as
collateral for cash obligations under a treasury management
program.

The Company believes that as of June 30, 2006, the remaining cost
of upgrading the ATMs it owns to comply with new industry
standards known as triple DES will be approximately $2.4 million.  
These costs will be capitalized and depreciated over the remaining
life of each asset.  As of June 30, 2006, approximately 40% of the
Company's ATMs in the United States were compliant with triple
DES.  The Company has received an extension of the deadline to
upgrade its ATMs to comply with these new standards to Dec. 31,
2007.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fe4

                           About TRM Corp

Headquartered in Portland, Oregon, TRM Corporation (NASDAQ: TRMM)
-- http://www.trm.com/-- is a consumer services company that  
provides convenience ATM and photocopying services in high-traffic
consumer environments.  TRM's ATM and copier customer base has
grown to over 35,000 retailers throughout the United States and
over 46,200 locations worldwide, including 6,400 locations across
the United Kingdom and over 4,900 locations in Canada.  TRM
operates one of the largest multi-national ATM networks in the
world, with over 22,000 locations deployed throughout the United
States, Canada, Great Britain, including Northern Ireland and
Germany.

                          *     *     *

Standard & Poor's Ratings Services lowered its corporate credit
rating on TRM Corporation to 'CCC' from 'B+' and revised its
CreditWatch placement to developing from negative.  The downgrade
reflected the weakened status of the company's loan agreement.

Moody's Investors Service downgraded the corporate family rating
of TRM Corporation to Caa1 from B2 and assigned a negative
outlook.


U.S. CONCRETE: Earns $7.2 Million in Second Quarter Ended June 30
-----------------------------------------------------------------
U.S. Concrete Inc. 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 reported
$7.2 million of net income on $188.8 million of net revenues,
compared to $6 million of net income on $153.2 million of net
revenues in 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?fe5

Headquartered in Houston, Texas, U.S. Concrete Inc. (NASDAQ: RMIX)
-- http://www.us-concrete.com/-- provides ready-mixed concrete  
and related concrete products and services to the construction
industry in several major markets in the United States.  The
Company has 106 fixed and seven portable ready-mixed concrete
plants, 10 pre-cast concrete plants, three concrete block plants
and three aggregates quarries.  During 2005, these facilities
produced approximately 6.6 million cubic yards of ready-mixed
concrete, 5.3 million eight-inch equivalent block units and 1.9
million tons of aggregates.

                           *     *     *

As reported in the Troubled Company Reporter on June 20, 2006,
Standard & Poor's Ratings Services revised its outlook on U.S.
Concrete Inc. to positive from stable and affirmed its 'B+'
corporate credit rating.


UNITED COMPONENTS: Posts $19.1 Mil. 2006 Second Quarter Net Loss
----------------------------------------------------------------
United Components, Inc. reported revenue for the second quarter
ended June 30, 2006 of $245.8 million, a $13.8 million increase
compared to the year-ago quarter.

The quarter also included $10.3 million in sales by water pump
manufacturer ASC Industries, acquired by the Company during the
quarter.  Also, on June 30, the company completed the sale of its
Neapco driveline components and Pioneer specialty distribution
operations, for about $36 million in cash.  Both are accounted for
as discontinued operations.

The Company disclosed that net loss for the quarter was
$19.1 million, including a loss of $17.3 million related to the
discontinued operations and their sale, as well as $14.1 million
in one time charges, primarily costs related to the acquisition of
ASC and facilities consolidation costs.  Net income for the second
quarter of 2005 was $4.4 million.

Earnings before interest, taxes, depreciation and amortization for
the Company's continuing operations was $33.3 million for the
second quarter, compared with $30.5 million for the year-ago
quarter.

"The acquisition of ASC Industries during the second quarter has
dramatically expanded our global manufacturing and procurement
platform," Bruce Zorich, chief executive efficer, said.  "ASC was
a first mover within the aftermarket supplier community in
establishing manufacturing and sourcing operations in China,
having operated multiple manufacturing and procurement facilities
in China for more than ten years.  We believe that this base of
operations and skilled management team will lead to improved
product quality and lower costs across the company."

During the second quarter, the Company also continued to
streamline its manufacturing footprint, with the closure of a
Mexican filter manufacturing plant and a Canadian pump
manufacturing facility.  In both cases, operations were
consolidated into larger, more efficient facilities to reduce
future costs.

In connection with the acquisition of ASC, the Company amended and
restated the credit agreement for its senior credit facility and
borrowed an additional $113 million.  As of June 30, the company's
debt stood at $567 million.  The Company ended the quarter with
$57 million in cash.  In addition, on July 6, 2006, following the
sale of Neapco and Pioneer, the Company repaid $35 million of its
senior credit facility borrowings.

United Components, Inc. -- http://www.ucinc.com/-- is among North  
America's largest and most diversified companies servicing the
vehicle replacement parts market.  The company supplies a broad
range of products to the automotive, trucking, marine, mining,
construction, agricultural and industrial vehicle markets.  The
company's customer base includes leading aftermarket companies as
well as a diverse group of original equipment manufacturers.

                            *   *   *

As reported in the Troubled Company Reporter on April 26, 2006,
Moody's Investors Service lowered the ratings of United
Components, Inc. -- Corporate Family, to B2 from B1; senior
secured revolving credit to B2 from B1, and senior subordinated
notes, to Caa1 from B3.  Moody's also assigned a B2 rating to the
company's new $330 million senior secured term loan D.  The
downgrade reflected Moody's expectation that UCI's credit metrics,
which eroded during 2005 as a result of higher raw material costs,
lower production volumes, other product mix issues will come under
further pressure with the acquisition of water pump manufacturer
ASC Industries, Inc.

As reported in the Troubled Company Reporter on April 24, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on United Components Inc. to 'B+' from 'BB-' and its rating
on UCI's $230 million senior subordinated notes to 'B-' from 'B'.
Standard & Poor's also assigned its 'BB-' rating to UCI's proposed
$330 million term loan D senior secured credit facility and
assigned a recovery rating of '1'.


WATTSHEALTH FOUNDATION: Claims Administration Pact Gets Court OK
----------------------------------------------------------------
The Honorable Thomas B. Donovan of the U.S. Bankruptcy Court for
the Central District of California in Los Angeles has approved a
Claims Administration Agreement between WATTSHealth Foundation,
Inc., and Care 1st Health Plan.

Care 1st will function as a third-party claims processor for the
Debtor's fee-for-service medical claims business.  The Bankruptcy
Court had previously approved the sale of the Debtor's lines of
business to Care 1st.  The sale is expected to close by the end of
this month.

The Debtor told the Bankruptcy Court that the transfer to Care 1st
is the most economical and efficient  way for the Debtor to
transition its claims processing function prior to the sale
closing.

                      Need for the Transfer

One of the key function required in connection with the Debtor's
business operations is the processing and payment of fee-for-
service medical claims asserted by the various physicians,
hospitals and other entities that provide health care services to
the Debtor's members.  

The Debtor had outsourced this function to Meridian Health Care
Management, Inc.  When Meridian fell into financial trouble, the
Debtor decided to assign  the collection function to Care 1st.  At
that point, the Debtor was already in the process of finalizing
its asset purchase agreement with Care 1st.

Under the Claims Administration Agreement, the services Care 1st
will provide fall into four categories:

     -- the Management Information System Administrative Services
        consist of Care 1st receiving, integrating, processing and
        generating reports regarding claims, enrollment, and
        contract data and information, through which the Debtor is
        to continuously monitor its operations;

     -- the Claims Management and Adjudication Services consist of
        Care 1st adjudicating and  processing for payment the
        Debtor's postpetition fee-for-service medical claims;

     -- the Utilization Management Services consist of Care 1st
        monitoring and managing the utilization of medical
        services by the Debtor's members; and

     -- the UHP Liaison  Services consist of Care 1st providing
        personnel and resources to facilitate communication with
        the Debtor and with the Debtor's regulators and other
        parties on the Debtors' behalf.

The Debtors said the agreement with Care 1st will ensure that the
timely and accurate processing and payment of the Debtor's claims
will continue through the closing of the sale.

Service Fees due to Care 1st for the Claims
Management/Adjudication Services and the Utilization Management
Services are:

        Type of Service                Monthly Fee per Member
        ---------------                ----------------------
        Claims Processing   
            Medi-Cal                           $0.60
            Medicare Advantage                 $2.15

        Utilization Management
            Medi-Cal                           $0.65
            Medicare Advantage                 $3.50

A copy of the Claims Administration Agreement is available for
free at http://researcharchives.com/t/s?ff0

Headquartered in Inglewood, California, WATTSHealth Foundation,
Inc., dba UHP Healthcare, provides comprehensive medical and
dental services for Commercial, Medi-Cal and Medicare members in
the Greater Southern California area.  The Company filed for
chapter 11 protection on May 31, 2005 (Bankr. C.D. Calif. Case No.
05-22627). Gary E. Klausner, Esq., at Stutman Treister & Glatt
represents the Debtor in its restructuring efforts.  Richard K.
Diamond, Esq., at Danning, Gill, Diamond & Kollitz, LLP,
represents the Official Committee of Unsecured Creditors, and
Ronald F. Greenspan and Matthew Pakkala at FTI Consulting, Inc.,
serve as the Committee's financial advisors.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts of $50 million to $100 million.


WBSS LP: Case Summary & Largest Unsecured Creditor
--------------------------------------------------
Debtor: W.B.S.S., L.P.
        aka Wright Brothers Specialty Sands
        P.O. Box 1180
        Big Sandy, TX 75755

Bankruptcy Case No.: 06-60464

Type of Business: The Debtor is a sand and gravel dealer.

Chapter 11 Petition Date: August 14, 2006

Court: Eastern District of Texas (Tyler)

Debtor's Counsel: Jason R. Searcy, Esq.
                  Jason R. Searcy, P.C.
                  P.O. Box 3929
                  Longview, TX 75606
                  Tel: (903) 757-3399

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's -Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Lewie Byers                   Judgment                $1,900,000
P.O. Box 349
Rusk, TX 75785


WELD WHEEL: Seeks Chapter 11 Protection, Plans to Sell Assets
-------------------------------------------------------------
Weld Wheel Industries, Inc., filed for chapter 11 bankruptcy
protection from its creditors on Aug. 17, 2006, with the U.S.
Bankruptcy Court for the Western District of Missouri.

Dan Margolies, writing for the Kansas City Star, says the Debtor
plans to sell its assets to California-based American Racing
Equipment Inc. for $17 million.  Mr. Margolies adds that American
Racing will also assume the Debtor's debt and lease obligations.

The Debtor reportedly lost $1.1 million in the first six months of
this year on net sales of $21.8 million.  The Debtor's chapter 11
petition did not break down its debts, but other court documents
stated the Debtor has total assets of $31.6 million, Mr. Margolies
adds.

Mark Barnhill, a spokesman for American Racing's parent company,
Platinum Equity, refused to comment on the deal until after it is
completed six to eight weeks from now.

According to Kansas City Business Journal, Weld Industries stated
that the asset purchase agreement provides going concern value for
its assets and the opportunity for continued employment for most
or all employees as well as the preservation of the business in
Kansas City, Missouri, and other distribution centers.

In addition, the Debtor told its customers that the bankruptcy
filing was triggered by three factors:

   * An "ill-advised" expansion into importing cast aluminum
     wheels from China;

   * A 40% increase in raw aluminum costs; and

   * A "significant" slowdown in sales of wheels for trucks and
     SUVs, which was driven mainly by the recent spike in gasoline
     prices.

Weld Wheel has secured up to $20.5 million in post-bankruptcy
financing from its lender, PNC Bank, its biggest creditor.  As of
April 16, Weld Wheel owed the bank $16.4 million, according to
court documents.


WELD WHEEL: Case Summary & 49 Largest Unsecured Creditors
---------------------------------------------------------
Lead Debtor: Weld Wheel Industries, Inc.
             dba Weld Motorcycle
             dba Weld Wheel, Inc.
             dba Sport Forged Division
             6600 Stadium Drive
             Kansas City, MO 64129

Bankruptcy Case No.: 06-42105

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Weld Racing, Inc.                          06-42106
      Weld Distribution, Inc.                    06-42107

Type of Business: The Debtor manufactures forged alloy wheels to
                  enhance the performance and appearance of race
                  cars, off-road trucks, luxury pickups, SUV's,
                  premium motor cars, customs, hot rods, and
                  motorcycles.  See http://www.weldracing.com/

Chapter 11 Petition Date: August 17, 2006

Court: Western District of Missouri (Kansas City)

Judge: Jerry W. Venters

Debtors' Counsel: Cynthia Dillard Parres, Esq.
                  Laurence M. Frazen, Esq.
                  Bryan Cave LLP
                  1200 Main St., Ste. 3500
                  Kansas City, MO 64105
                  Tel: (816) 374-3200
                  Fax: (816) 374-3300

                            -- and --

                  John Joseph Cruciani, Esq.
                  Kathryn B. Bussing, Esq.
                  Blackwell Sanders Peper Martin LLP
                  4801 Main Street, Suite 1000
                  Kansas City, MO 64112
                  Tel: (816) 983-8000
                  Fax: (816) 983-8080

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

A. Weld Wheel Industries, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Aleris Specialty Blanks,      Trade Debt                $827,879
Inc.
Department 6045
Carol Stream, IL 60122-6045

Pirelli Tire LLC, d/b/a       Trade Debt                $401,464
Pirelli Tire North America
100 Pirelli Drive
Rome, GA 30161

Jackson Lea                   Trade Debt                $317,183
3440 Symmes Rd.
Hamilton, OH 45015

AFX Group                     Trade Debt                $220,334
Re: AFX Alloy Wheels
7541 Warner Ave., Ste E-108
Huntington Beach, CA 92647

Primedia Specialty Group      Trade Debt                $155,331
13266 Collections Center Dr.
Chicago, IL 60693

AFCO                          Trade Debt                $149,422
4501 College Blvd.
Suite 320
Leawood, KS 66211

Plante & Moran, AFME LLC      Trade Debt                $120,000
26 Century Blvd., Suite 701
Nashville, TN 37214

Guardsmark                    Trade Debt                $117,109
PO Box 11407
Birmingham, AL 35246

UPS Consolidated Billing      Trade Debt                $115,454
PO Box 650580
Dallas, TX 752265

DNA Specialty, Inc.           Trade Debt                 $91,898

Alro Steel Corporation        Trade Debt                 $58,341

Central Packaging             Trade Debt                 $53,078

Interstate Tooling &          Trade Debt                 $41,386
Machining

Kansas Speedway Corp.         Trade Debt                 $39,000

Metal Exchange Corporation    Trade Debt                 $37,027

Grainger                      Trade Debt                 $33,729

John Force Racing, Inc.       Trade Debt                 $32,039

USF Holland (HMES)            Trade Debt                 $30,641

Tri State Tire                Trade Debt                 $29,833

Seminole Energy Services LLC  Trade Debt                 $27,984


B. Weld Racing, Inc.'s 21 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Ormet Primary                 Trade Debt              $2,155,995
Aluminum Corporation
PO Box 176
State Route 7
Hannibal, OH 43931

Richard G. Weld               Lease                   $1,878,729
6600 Stadium Drive
Kansas City, MO 64129

Invader Specialties           Trade Debt                $680,791
No. 66, Lane 22
Dawan East Rd.
Yongkang City
Tainan Country 710, Taiwan

Watkins Motor Lines           Trade Debt                $116,455
Corporate
Headquarters
P.O. Box 95001
Lakeland, FL 33804

City of Kansas City,          Personal property         $100,440
Missouri                      taxes
Manager of Finance
PO Box 219747
Kansas City, MO 64121

International Paper           Trade Debt                 $85,925

Interstate Carrier Express    Trade Debt                 $81,953

Infor Global Solutions, Inc.  Trade Debt                 $69,587

Advanced Metalforming Tech    Trade Debt                 $65,430
Inc.

International Nickel Inc.     Trade Debt                 $60,033

Toyo Tires (USA Corp)         Trade Debt                 $57,851

Color FX                      Trade Debt                 $54,678

Caroll Tire                   Trade Debt                 $48,990

AAI (American Asian Imports)  Trade Debt                 $48,945

Deco Tool Supply Company      Trade Debt                 $48,014

American Tire Distributors    Trade Debt                 $44,916

Deloitte & Touche LLP         Tax Services               $40,755

AAA Uniform & Linen Supply    Trade Debt                 $37,458

Buckaroo Communications       Trade Debt                 $36,458

Ward Machine Tool, Inc.       Trade Debt                 $35,359

Innovative Engineering        Trade Debt                 $33,196
Solutions


C. Weld Distribution, Inc.'s 8 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Friend Tire Company           Trade Debt                 $38,043

Kauffman Tire                 Trade Debt                 $32,610

Crown Associates Realty       Lease                      $13,637

Schaefer Industries, Inc.     Lease                      $10,603

DP Industrial, LLC            Lease                       $9,165

Color FX                      Trade Debt                  $7,811

Dell Financial Services       Trade Debt                  $3,750

Carolina Handling Corporate   Trade Debt                    $594


WERNER LADDER: Committee Hires Greenberg Traurig as Co-Counsel
--------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the District of Delaware to retain
Greenberg Traurig, LLP as its co-counsel, effective as of June 28,
2006.

The Creditors Committee selected Greenberg Traurig because it has
the resources and experience necessary to the represent the
Committee.  The firm has substantial experience in representing
creditors committees and is familiar with complex reorganization
cases.

Greenberg Traurig will coordinate any services performed with
Winston & Strawn LLP, the Committee's proposed lead counsel, to
minimize duplication of duties and responsibilities.

Greenberg Traurig is expected to:

  (1) consult with the Debtors' professionals or representatives
      concerning the administration of their Chapter 11 cases;

  (2) prepare and review, on the Committee's behalf, all
      pleadings, motions and correspondence and appear and be
      involved in proceedings before the Court;

  (3) provide legal counsel to the Committee in its investigation
      of the acts, conduct, assets, liabilities and financial
      condition of the Debtors, the operation of their businesses
      and any other relevant matters in their Chapter 11 cases;

  (4) analyze the Debtors' proposed use of cash collateral and
      debtor-in-possession financing;

  (5) advise the Committee with respect to its rights, duties and
      powers in the Debtors' Chapter 11 cases;

  (6) assist the Committee in analyzing the claims of the
      Debtors' creditors and in negotiations with the creditors;

  (7) assist the Committee in its analysis and negotiations with
      the Debtors or any third party concerning matters related
      to the terms of an asset sale, plan of reorganization or
      other conclusion of the case;

  (8) assist and advise the Committee in communicating with the
      general creditor body regarding significant matters in the
      Debtors' Chapter 11 cases and in determining a course of
      action that best serves the interests of the unsecured
      creditors; and

  (9) perform all other legal services to the Committee that are
      required in the Debtors' chapter 11 cases.

The firm's principal attorneys and paralegals proposed to
represent the Committee are:

                Professional          Hourly Rate
                -----------           -----------
                Monica L. Loftin         $470
                Diane E. Vuocolo         $390
                Dennis Meloro            $300
                Elizabeth Thomas         $170

Other professionals of Greenberg Traurig who will provide
services to the Committee will be paid at these hourly rates:

                Designation           Hourly Rate
                -----------           -----------
                Shareholders          $235 - $750
                Associates            $130 - $480
                Legal Assistants       $65 - $230
                Paralegals             $65 - $230

Greenberg Traurig will also seek reimbursement of actual,
necessary expenses and other charges incurred in connection with
the Committee's representation.

Diane E. Vuocolo, Esq., a shareholder of Greenberg Traurig,
assured the Court that the firm is a disinterested person as that
term is defined Section 101(14) of the Bankruptcy Code, and that
the firm represents no interest adverse to the Debtors and their
estates.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Creditors' Panel Wants Jefferies as Fin'l Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, asks permission from
the U.S. Bankruptcy Court for the District of Delaware to employ
Jefferies & Company, Inc., as its financial advisor, effective as
of June 29, 2006.

The Committee selected Jefferies because of its expertise in
providing financial advisory services to debtors and creditors in
restructurings and distressed situations.  Since 1990, Jefferies'
professionals have been involved in over 125 restructurings
representing over $125,000,000,000 in restructured debt.

Pursuant to an engagement letter dated July 21, 2006, with the
Committee, Jefferies agrees to:

   (1) analyze the Debtors' businesses, operations, assets,
       financial condition and their prospects and advise the
       Committee on the state of the restructuring market;

   (2) assist and advise the Committee in examining and analyzing
       any proposed strategy for restructuring or adjusting the
       Debtors' outstanding indebtedness or overall capital
       structure, whether pursuant to a plan of reorganization, a
       sale of assets or equity under Section 363 of the
       Bankruptcy Code and a liquidation, or otherwise,
       including, assisting the Committee in developing its own
       strategy for accomplishing a restructuring;

   (3) assist and advise the Committee in evaluating and
       analyzing the proposed implementation of any
       restructuring, including the value of the securities that
       may be issues under any plan of reorganization;

   (4) provide expert testimony and other expert and financial
       advisory support related to any threatened, expected or
       initiated litigation; and

   (5) render all other financial advisory services to the
       Committee that it may require in the Debtors' bankruptcy
       cases.

In exchange for its services, Jefferies will be paid:

   (a) a $100,000 monthly fee until the termination of the
       Engagement Letter.  A credit equal to:

         -- 25% of all monthly fees paid to the firm from six
            months until nine months from the date of the
            Engagement Letter will be applied against the
            $750,000 performance fee; and

         -- 50% of all monthly fees paid to the firm after nine
            months from the date of the Engagement Letter will be
            applied against the performance fee; and

   (b) performance fees equal to the sum of:

        (i) $750,000 plus

       (ii) $500,000, which will be earned in full provided that
            50% or more of the unsecured classes, including at
            least one impaired unsecured class, votes in favor of
            any plan of reorganization.

       The performance fees will have a $1,000,000 cap and are
       due upon the consummation of a restructuring, including
       upon the effective date of a confirmed plan of
       reorganization.

Jefferies will also seek reimbursement of all out-of-pocket
expenses.

The Committee requests that the Debtors indemnify Jefferies and
its professionals from and against any claims, liabilities, and
expenses related to or arising out of the firm's provision of
services to the Committee, except in the event that any losses
are determined by a final, non-appealable judgment by a court, or
arbitral tribunal, to have resulted solely from the firm's gross
negligence or will full misconduct.

Steven R. Strom, a member of Jefferies, assures the Court that
Jefferies is a disinterested person pursuant to Section 101(14)
of the Bankruptcy Code, as modified by Section 1107(b).  The firm
represents no interest adverse to the Committee or the Debtors'
estates, Mr. Strom says.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants Removal Period Stretched to December 7
-----------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates ask the U.S. Bankruptcy Court for the District
of Delaware to extend until Dec. 7, 2006, their deadline to file
notices of removal with regards to various actions that are
pending in multiple state courts.  

Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP
in Wilmington, Delaware, relates that various challenges the
Debtors encountered require a 90-day extension of the Sept. 8,
2006 deadline to file notices of removal.

Mr. Brady explains that the late formation of the Official
Committee of Unsecured Creditors have required the Debtors to
respond on an expedited basis to extensive litigation and
significant discovery demands of the Committee.

Mr. Brady adds that the Debtors' efforts with their employees
have led to further evidentiary hearings and discovery requests.  
Moreover, the Debtors had to devote substantial time and effort
in producing monthly operating reports and other reports as part
of their Chapter 11 reporting obligations.

The requested extension will assure that the Debtors will have
all the opportunity to fully investigate all the state court
actions to determine whether removal is appropriate, Mr. Brady
contends.

Mr. Brady assures the Court that the extension would not
prejudice the rights of the Debtors' adversaries in the actions
because any party to an action that is removed may have to seek
it remanded at an appropriate time.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The Company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.  Kara
Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.  At March 31, 2006,
the Debtors reported total assets of $201,042,000 and total debts
of $473,447,000.  (Werner Ladder Bankruptcy News, Issue No. 6;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WHITING PETROLEUM: Expands Reserves with $26MM Michigan Purchase
----------------------------------------------------------------
Whiting Petroleum Corporation acquired 1.4 million barrels of oil
equivalent (MMBOE) in Michigan from a privately held seller for
$26 million.  The reserves are 99% proved producing reserves
primarily contained in the Niagaran and Prairie du Chien
formations.  The acquisition includes 65 producing properties, a
gathering line, gas processing plant and 30,437 net acres of
leasehold held by production.

"This acquisition strengthens our proved reserves in the
Company's existing Michigan Basin core area," President and CEO
James J. Volker commented.  "Based on our operating experience in
this area, we will study these properties to identify additional
pay zones."

The net proved reserves are composed of 702,000 barrels of oil and
natural gas liquids and 4.2 billion cubic feet of natural gas.  
Current net production is 355 barrels of oil and NGL's and 1.7
million cubic feet of gas per day.  Whiting will operate 85% of
the acquired properties.  Acquisition metrics are $18.55 per
BOE of proved producing reserves and $40,750 per net daily barrel.  
The purchase was funded using $26 million of the
$490 million available under Whiting's bank credit agreement.

Based in Denver, Colorado, Whiting Petroleum Corporation (NYSE:
WLL) -- http://www.whiting.com/-- is a holding company engaged in  
oil and natural gas acquisition, exploitation, exploration and
production activities primarily in the Rocky Mountains, Permian
Basin, Gulf Coast, Michigan and Mid-Continent regions of the
United States.

                        *     *     *

As reported on the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Rating Services placed its 'B+' corporate credit
rating on oil and gas exploration and production company Whiting
Petroleum Corp. on CreditWatch with positive implications.  The
ratings action follows the recent change in Standard & Poor's oil
pricing assumptions.  In 2006, 2007, and 2008, S&P raised its  
pricing assumptions for West Texas Intermediate oil by $10 to $60,
$50 and $40 per barrel, respectively.  These changes positively
affect the calculation of Whiting's credit measures for these
years under our pricing assumptions and could, on further
examination, be sufficient to warrant upgrading the corporate
credit rating by one notch.


WHITNEY INFORMATION: Board Confirms Cash Dividend of $1 Per Share
-----------------------------------------------------------------
The Board of Directors of Whitney Information Network, Inc., had
declared a cash dividend of $1 per share.

The special cash dividend of $1.00 per share will be payable on or
after Oct. 2, 2006, to shareholders of record on Sept. 15, 2006.

The Company stated that the special cash dividend reflects the
confidence by the Board in its ability to continue to grow the
business, increase free cash flow and build shareholder value.

After reflecting payment of the approximately $11 million cash
dividend, the Company has retained approximately $39 million of
cash, cash equivalents and restricted cash at June 30 to continue
to fund organic growth, future strategic acquisitions, technology
development and improvements to our infrastructure.  Consideration
of future dividends will be based upon periodic analysis of the
Company's cash position as it relates to the cash requirements
necessary to support growth strategies.

The Company completed the restatement of its Consolidated
Financial Statements for the years 2001 through 2005, the quarters
2004 and 2005 and the first quarter of 2006.  The Company filed an
Amendment to Form S-1 and a Form 10-Q/A for Q1 2006 with the
Securities and Exchange Commission reflecting the restatement,
along with our Form 10-Q for Q2 2006.

                    Second Quarter Highlights

   -- Paid student attendance increased 25.6% over the same
      period in 2005

   -- Cash received from course and product sales totaled a
      record $59.7 million, a 17.1% increase vs. Q2 2005

   -- Cash flows provided by operations amounted to $5.5 million
      vs. $2.2 million, a 153% increase over the same period in
      2005

   -- Cash, cash equivalents and restricted cash totaled
      $49.9 million at June 30, 2006 vs. $21.4 million at June
      30, 2005, a $28.5 million increase

For the three months ended June 30, 2006, the Company reported
record revenue of $47.5 million, an increase of 16.1% over the
restated prior year amount of $40.9 million, and a net loss
of $4.6 million against a restated net loss of $2.1 million in the
comparable 2005 period.  For the second quarter ended June 30,
2006, the Company recorded Adjusted EBITDA of $6.9 million,
essentially the same as in the comparable 2005 period.

During the first half of 2006, the Company recorded revenue of
$92.4 million, a 16.4% increase over the restated $79.3 million in
the first half of 2005, and a net loss of $8.4 million against a
restated net loss of $1.3 million for 2005.  Adjusted EBITDA for
the first half of 2006 was $15.5 million compared to $16.2 million
for the same period in 2005.

Headquartered in Cape Coral, Florida, Whitney Information Network,
Inc. (OTCBB: RUSSE) -- http://www.russwhitney.com/-- provides   
financial education and training services through seminars,
workshops and publications.  The educational and training services
are concentrated in the area of financial management and real
estate investment.  The Company markets its services and products
primarily through periodic publications, telemarketing, television
and radio.  The Company also develops and markets educational
resource materials which are prepared to support course offerings
and for sale to the general public.  The courses are provided in
the United States, Canada and the United Kingdom.

At June 30, 2006, the Company's balance sheet showed a
stockholder's deficit of $46,273,000, compared to a deficit of
$40,486,000 at Dec. 31, 2005.


WINDOW ROCK: Final DIP Hearing Scheduled on August 22
-----------------------------------------------------
The Hon. John E. Ryan of the U.S. Bankruptcy Court for the
Northern District of California gave Window Rock Enterprises Inc.
permission, on an interim basis, to borrow around $1 million from
Prestige Capital Corporation under a debtor-in-financing
agreement.

The Court will convene a final hearing at 2:30 p.m., on Aug. 22,
2006, Courtroom 5A, 411 West Fourth St., in Santa Ana, California
92701, to consider final approval of the Debtor's request.

As reported in the Troubled Company Reporter on July 26, 2006,
The proposed financing will enable the Debtor to generate around
$4 million in sales, with substantial profits, net of anticipated
financing costs.

The Debtor proposes to grant Prestige a security interest
encumbering the Debtor's accounts receivable, inventory and other
assets to secure repayment of its obligations to Prestige.  The
Debtor will incur these fees in connection with the sale of its
receivables to Prestige:

      Discount Fee               No. of Days to Collect
      ------------               ----------------------
           2%                           < 15 days
           3%                         16 to 30 days
           4%                         31 to 45 days
           5%                         46 to 60 days
           6%                         61 to 75 days
           1%                  for each 15 days thereafter

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.


WYNN RESORTS: Las Vegas Subsidiary Refinances Credit Facilities
---------------------------------------------------------------
Wynn Las Vegas, LLC, a subsidiary of Wynn Resorts, Limited,
(Nasdaq: WYNN) entered into an amended and restated credit
agreement with Deutsche Bank, Banc of America, Bear, Stearns, J.P.
Morgan, Societe Generale and various other lenders to refinance
Wynn Las Vegas' existing credit facilities.

The refinancing, among other things:

   (a) increases the credit facilities from $1 billion to
       $1.125 billion by increasing the revolver from $600 million
       to $900 million and reducing the term loan from
       $400 million to $225 million;

   (b) reduces the LIBOR spread on the revolver and term loan by
       0.625% and 0.250%, respectively; and

   (c) extends the maturity dates for the revolver and the term
       loan to 2011 and 2013, respectively.

Wynn Resorts, Limited (Nasdaq: WYNN), owns and operates Wynn Las
Vegas, a luxury hotel and destination casino resort located on the
Las Vegas Strip.

                         *     *     *

As reported in the Troubled Company Reporter on June 30, 2006
Standard & Poor's Ratings Services held its ratings on Wynn
Resorts Ltd. and its wholly owned subsidiary Wynn Las Vegas LLC,
including their 'B+' corporate credit ratings, on CreditWatch with
positive implications.


YUKOS OIL: Foreign Executives Faces Russian Criminal Probe
----------------------------------------------------------
The Russian Prosecutor General's Office has launched a criminal
case against former OAO Yukos Oil Co. President Steven Theede and
three other executives, accusing them of money laundering and
embezzlement, according to published reports.

The Russian authorities allege that Mr. Theede, along with:

   -- Bruce Misamore, former manager of Yukos Finance BV;

   -- David Godfrey, Yukos's former managing adviser; and

   -- Tim Osborne, a director of Group Menatep, Yukos's largest
      shareholder,

used a Dutch-based foundation to illegally gain control of
$10 billion in company assets beyond the reach of liquidation
proceedings, the Washington Post relates.

In a statement posted in its Web site, the prosecutors said the
four "took advantage of their official positions to steal and
legalize property that had been trusted to them, which caused
considerable damage to the owner."

Claire Davidson, a spokeswoman for Yukos's former management, said
that overseas assets were placed in a Netherlands foundation in
accordance with Dutch law, to ensure that proceeds from their sale
would be distributed only to creditors recognized in Dutch court,
Andrew E. Kramer writes for The New York Times.  

Ms. Davidson said Yukos has registered its overseas assets in the
Netherlands, which amounted to roughly $2 billion, Mr. Kramer
reports.

According to BBC News, the investigation was announced after a
Dutch court refused to grant Russian liquidators full control over
Yukos's Dutch subsidiary.  It also refused to allow Eduard Rebgun,
appointed by a Moscow bankruptcy court to handle the Debtor's
liquidation, the right to veto more than $1.3 million in deals,
BBC relates.

The Moscow Arbitration Court has recognized a combined
$16.2 billion in claims from the tax authorities and state-owned
OAO Rosneft Oil Co. while Dutch courts have recognized a
$750 million claim by a GML subsidiary (formerly Menatep) and a
$482 million claim by Rosneft, the Times reports.

                           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.


* BOND PRICING: For the week of August 14 -- August 18, 2006
------------------------------------------------------------

Issuer                               Coupon   Maturity  Price
------                               ------   --------  -----
ABC Rail Product                     10.500%  01/15/04     1
ABC Rail Product                     10.500%  12/31/04     1
Adelphia Comm.                        3.250%  05/01/21     1
Adelphia Comm.                        6.000%  02/15/06     0
Adelphia Comm.                        7.500%  01/15/04    58
Adelphia Comm.                        7.750%  01/15/09    59
Adelphia Comm.                        7.875%  05/01/09    58
Adelphia Comm.                        8.125%  07/15/03    58
Adelphia Comm.                        8.375%  02/01/08    59
Adelphia Comm.                        9.250%  10/01/02    58
Adelphia Comm.                        9.375%  11/15/09    61
Adelphia Comm.                        9.500%  02/15/04    54
Adelphia Comm.                        9.875%  03/01/05    58
Adelphia Comm.                        9.875%  03/01/07    59
Adelphia Comm.                       10.250%  06/15/11    62
Adelphia Comm.                       10.250%  11/01/06    58
Adelphia Comm.                       10.500%  07/15/04    58
Adelphia Comm.                       10.875%  10/01/10    59
Allegiance Tel.                      11.750%  02/15/08    47
Allegiance Tel.                      12.875%  05/15/08    44
Amer & Forgn Pwr                      5.000%  03/01/30    66
Amer Color Graph                     10.000%  06/15/10    70
Ames Dept. Stores                    10.000%  04/15/06     0
Antigenics                            5.250%  02/01/25    64
Anvil Knitwear                       10.875%  03/15/07    61
Armstrong World                       6.350%  08/15/03    66
Armstrong World                       6.500%  08/15/05    67
Armstrong World                       7.450%  05/15/29    68
Armstrong World                       9.000%  06/15/04    66
At Home Corp.                         4.750%  12/15/06     0
ATA Holdings                         12.125%  06/15/10     2
Autocam Corp.                        10.875%  06/15/14    61
Avado Brands Inc                     11.720%  06/15/09     1
Bank New England                      8.750%  04/01/99     5
Bank New England                      9.500%  02/15/96    10
BBN Corp                              6.000%  04/01/12     0
Big V Supermarkets                   11.000%  02/15/04     0
Budget Group Inc                      9.125%  04/01/06     0
Burlington North                      3.200%  01/01/45    55
Calpine Corp                          4.000%  12/26/06    25
Calpine Corp                          4.750%  11/15/23    49
Calpine Corp                          4.750%  11/15/23    50
Calpine Corp                          6.000%  09/30/14    39
Calpine Corp                          7.750%  04/15/09    74
Calpine Corp                          7.750%  06/01/15    38
Calpine Corp                          7.875%  04/01/08    74
Calpine Corp                          8.500%  02/15/11    51
Calpine Corp                          8.625%  08/15/10    51
Calpine Corp                          8.750%  07/15/07    74
Calpine Corp                         10.500%  05/15/06    73
Cell Therapeutic                      5.750%  06/15/08    58
Charter Comm Hld                     10.000%  05/15/11    71
CIH                                   9.920%  04/01/14    65
CIH                                  10.000%  05/15/14    64
CIH                                  11.125%  01/15/14    66
Collins & Aikman                     10.750%  12/31/11    10
Color Tile Inc                       10.750%  12/15/01     0
Columbia/HCA                          7.500%  11/15/95    69
Columbia/HCA                          7.750%  07/15/36    73
Comcast Corp                          2.000%  10/15/29    40
Cray Research                         6.125%  02/01/11    12
Curagen Corp                          4.000%  02/15/11    74
Dal-Dflt09/05                         9.000%  05/15/16    25
Dana Corp                             5.850%  01/15/15    74
Decode Genetics                       3.500%  04/15/11    74
Delco Remy Intl                       9.375%  04/15/12    60
Delco Remy Intl                      11.000%  05/01/09    61
Delphi Trust II                       6.197%  11/15/33    67
Delta Air Lines                       2.875%  02/18/24    24
Delta Air Lines                       7.541%  10/11/11    38
Delta Air Lines                       7.700%  12/15/05    24
Delta Air Lines                       7.900%  12/15/09    26
Delta Air Lines                       8.000%  06/03/23    25
Delta Air Lines                       8.270%  09/23/07    75
Delta Air Lines                       8.300%  12/15/29    26
Delta Air Lines                       8.540%  01/02/07    73
Delta Air Lines                       9.200%  09/23/14    73
Delta Air Lines                       9.250%  03/15/22    24
Delta Air Lines                       9.375%  09/11/07    63
Delta Air Lines                       9.480%  06/05/06    58
Delta Air Lines                       9.750%  05/15/21    24
Delta Air Lines                      10.000%  06/01/11    58
Delta Air Lines                      10.000%  06/05/13    74
Delta Air Lines                      10.000%  08/15/08    23
Delta Air Lines                      10.060%  01/02/16    73
Delta Air Lines                      10.080%  06/16/07    65
Delta Air Lines                      10.125%  05/15/10    25
Delta Air Lines                      10.375%  02/01/11    25
Delta Air Lines                      10.375%  12/15/22    25
Deutsche Bank NY                      8.500%  11/15/16    68
Dov Pharmaceutic                      2.500%  01/15/25    58
Dov Pharmaceutic                      2.500%  01/15/25    60
Dura Operating                        9.000%  05/01/09    19
Dura Operating                        9.000%  05/01/09    59
Eagle-Picher Inc                      9.750%  09/01/13    74
Encysive Pharmac                      2.500%  03/15/12    73
Epix Medical Inc.                     3.000%  06/15/24    70
Fedders North AM                      9.875%  03/01/14    67
Federal-Mogul Co.                     7.375%  01/15/06    57
Federal-Mogul Co.                     7.500%  01/15/09    57
Federal-Mogul Co.                     8.160%  03/06/03    51
Federal-Mogul Co.                     8.330%  11/15/01    58
Federal-Mogul Co.                     8.370%  11/15/01    53
Federal-Mogul Co.                     8.800%  04/15/07    56
Finova Group                          7.500%  11/15/09    31
Ford Motor Co                         6.625%  02/15/28    74
Ford Motor Co                         7.125%  11/15/25    74
Ford Motor Co                         7.400%  11/01/46    74
Ford Motor Co                         7.700%  05/15/97    71
Ford Motor Co                         7.750%  06/15/43    75
Ford Motor Cred                       6.200%  03/20/15    75
Gateway Inc.                          2.000%  12/31/11    72
GB Property Fndg                     11.000%  09/29/05    51
Graftech Intl                         1.625%  01/15/24    73
Gulf Mobile Ohio                      5.000%  12/01/56    73
Gulf States Stl                      13.500%  04/15/03     0
HNG Internorth                        9.625%  03/15/06    36
Home Prod Intl                        9.625%  05/15/08    67
Inland Fiber                          9.625%  11/15/07    63
Insight Health                        9.875%  11/01/11    48
Iridium LLC/CAP                      10.875%  07/15/05    25
Iridium LLC/CAP                      11.250%  07/15/05    24
Iridium LLC/CAP                      13.000%  07/15/05    26
Iridium LLC/CAP                      14.000%  07/15/05    26
Isolagen Inc.                         3.500%  11/01/24    74
K&F Industries                        9.625%  12/15/10    70
Kaiser Aluminum                       9.875%  02/15/02    49
Kaiser Aluminum                      12.750%  02/01/03    12
Kellstrom Inds                        5.500%  06/15/03     0
Kitty Hawk Inc                        9.950%  11/15/04     2
Kmart Corp                            8.540%  01/02/15    23
Kmart Corp                            8.990%  07/05/10     4
Kmart Funding                         8.800%  07/01/10    30
Lehman Bros Hldg                     11.000%  10/25/17    70
Liberty Media                         3.750%  02/15/30    59
Liberty Media                         4.000%  11/15/29    64
Lifecare Holding                      9.250%  08/15/13    73
Macsaver Financl                      7.600%  08/01/07     3
Merisant Co                           9.500%  07/15/13    63
Merrill Lynch                        10.000%  08/15/12    72
MHS Holdings Co                      16.875%  09/22/04     0
Movie Gallery                        11.000%  05/01/12    62
MSX Int'l Inc.                       11.375%  01/15/08    70
Muzak LLC                             9.875%  03/15/09    56
New Orl Grt N RR                      5.000%  07/01/32    67
Northern Pacific RY                   3.000%  01/01/47    56
Northern Pacific RY                   3.000%  01/01/47    56
Northwest Airlines                    6.625%  05/15/23    47
Northwest Airlines                    7.248%  01/02/12    21
Northwest Airlines                    7.625%  11/15/23    46
Northwest Airlines                    7.875%  03/15/08    46
Northwest Airlines                    8.700%  03/15/07    43
Northwest Airlines                    8.875%  06/01/06    47
Northwest Airlines                    9.179%  04/01/10    23
Northwest Airlines                    9.875%  03/15/07    49
Northwest Airlines                   10.000%  02/01/09    46
Northwest Airlines                   10.500%  04/01/09    48
Northwest Stl&Wir                     9.500%  06/15/01     0
NTK Holdings Inc                     10.750%  03/01/14    67
NWA Trust                            11.300%  12/21/12    72
Oakwood Homes                         8.125%  03/01/09     7
Oscient Pharm                         3.500%  04/15/11    64
Osu-Dflt10/05                        13.375%  10/15/09     0
Outboard Marine                       7.000%  07/01/02     0
Outboard Marine                      10.750%  06/01/08     4
Overstock.com                         3.750%  12/01/11    73
Owens Corning                         7.000%  03/15/09    60
Owens Corning                         7.500%  05/01/05    57
Owens Corning                         7.500%  08/01/18    58
Owens Corning                         7.700%  05/01/08    58
Owens-Corning Fiber                   9.375%  06/01/12    75
PCA LLC/PCA Fin                      11.875%  08/01/09    21
Pegasus Satellite                     9.625%  10/15/49    11
Pegasus Satellite                     9.750%  12/01/06    12
Pegasus Satellite                    12.375%  08/01/06     9
Pegasus Satellite                    12.500%  08/01/07    12
Phar-mor Inc                         11.720%  09/11/02     0
Piedmont Aviat                       10.250%  01/15/49     1
Pixelworks Inc                        1.750%  05/15/24    70
Pliant Corp                          13.000%  06/01/10    43
Pliant Corp                          13.000%  06/01/10    45
Polaroid Corp.                        6.750%  01/15/02     0
Polaroid Corp.                        7.250%  01/15/07     0
Polaroid Corp.                       11.500%  02/15/06     0
Primus Telecom                        3.750%  09/15/10    48
Primus Telecom                        8.000%  01/15/14    63
Primus Telecom                       12.750%  10/15/09    73
PSINET Inc                           10.500%  12/01/06     0
Radnor Holdings                      11.000%  03/15/10    32
Railworks Corp                       11.500%  04/15/09     0
Read-Rite Corp.                       6.500%  09/01/04    18
RJ Tower Corp.                       12.000%  06/01/13    52
Rotech Healthcare                     9.500%  04/01/12    68
Silicon Graphics                      6.500%  06/01/09    70
Solectron Corp                        1.000%  02/15/34    73
Tekni-Plex Inc.                      12.750%  06/15/10    73
Tom's Foods Inc                      10.500%  11/01/04     9
Toys R Us                             7.375%  10/15/18    71
Tribune Co                            2.000%  05/15/29    66
Triton Pcs Inc.                       8.750%  11/15/11    71
Triton Pcs Inc.                       9.375%  02/01/11    70
Twin Labs Inc.                       10.250%  05/15/06     2
United Air Lines                      7.270%  01/30/13    56
United Air Lines                      7.870%  01/30/19    54
United Air Lines                      9.020%  04/19/12    53
United Air Lines                      9.350%  04/07/16    30
United Air Lines                     10.020%  03/22/14    45
United Air Lines                     10.125%  03/22/15    50
United Homes Inc                     11.000%  03/15/05     0
US Air Inc.                          10.250%  01/15/49     5
US Air Inc.                          10.250%  01/15/49    11
US Air Inc.                          10.300%  07/15/49     6
US Air Inc.                          10.550%  01/15/49    45
US Air Inc.                          10.680%  06/27/08     2
US Air Inc.                          10.700%  01/01/49    22
US Air Inc.                          10.700%  01/15/49    23
US Air Inc.                          10.700%  01/15/49    44
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.700%  01/15/49    45
US Air Inc.                          10.750%  01/01/49     0
US Air Inc.                          10.750%  01/15/49    25
Venture Holdings                      9.500%  07/01/05     1
Venture Holdings                     11.000%  06/01/07     1
Vesta Insurance Group                 8.750%  07/15/25    10
Werner Holdings                      10.000%  11/15/07    24
Westpoint Steven                      7.875%  06/15/05     0
Westpoint Steven                      7.875%  06/15/08     0
Wheeling-Pitt St                      6.000%  08/01/10    69
Winsloew Furniture                   12.750%  08/15/07    26
Winstar Comm                         14.000%  10/15/05     0
Wise Metals Grp                      10.250%  05/15/12    72
World Access Inc.                    13.250%  01/15/08     4
Xerox Corp.                           0.570%  04/21/18    34
Ziff Davis Media                     12.000%  07/15/10    40


                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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