TCR_Public/060823.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Wednesday, August 23, 2006, Vol. 10, No. 200

                             Headlines

ADELPHIA COMMS: Classification of Claims under 5th Amended Plan
ADELPHIA COMMS: Wants 2nd Disclosure Statement Supplement Okayed
ADVANTAGE CAPITAL: Wiener Goodman Raises Going Concern Doubt
ATLANTIC MUTUAL: S&P Maintains Default Rating & Withdraws R Rating
AVISTA CORP: Inks Settlement Agreement on Hydroelectric Project

BERRY-HILL: American Capital Grants $21 Million DIP Financing
BRIGHTPOINT INC: Earns $8.2 Million in Quarter Ended June 30
CATALYST PAPER: Moody's Holds B1 Rating and Says Outlook is Stable
CATHOLIC CHURCH: Court Approves Portland's Two Survey Forms
CATHOLIC CHURCH: Future Claims Estimation Meeting Set on August 31

CHASE FUNDING: S&P Downgrades Class IB Certificate's Rating to B
COMFORCE CORPORATION: Completes $21.4 Million 12% Notes Redemption
COMPLETE RETREATS: Creditors Panel Taps Bingham as Lead Counsel
COMPLETE RETREATS: U.S. Trustee Wants Xroads Replaced as Agent
CONCORD RE: Moody's Rates Proposed Senior Secured Loan at (P)Ba2

COPELANDS' ENT: Organizational Meeting at 2:00 p.m. Tomorrow
DANA CORP: Inks Pact Allowing PBGC to File Consolidated Claims
DANA CORP: Has Until December 4 to Decide on Danacq Lease
E*TRADE FINANCIAL: DBRS Raises Senior Debt Rating to BB (high)
EMERITUS CORP: June 30 Balance Sheet Upside-Down by $110 Million

ENDOCARE INC: Posts $708,000 Net Loss in Second Quarter of 2006
EVANS INDUSTRIES: Can Provide GE Capital with Adequate Protection
FEDERAL-MOGUL: Insurer Says Gilbert Heintz is Not Disinterested
FEDERAL-MOGUL: Wants to Enter Into Hercules Payment Agency Pact
FISCHER IMAGING: Files Chapter 11 Petition & Sells Assets

FOAMEX INTERNATIONAL: Court Extends Removal Period to November 10
FOAMEX INTERNATIONAL: Can Assume ACE American Insurance Policies
FUNCTIONAL RESTORATION: Sells All Assets to Nato for $12.28 Mil.
GIANT INDUSTRIES: Earns $49.2 Million in Quarter Ended June 30
GLOBAL DOCUGRAPHIX: Wants to Sell Remaining Assets Valued at $3M

GLOBAL HOME: D.L. Peterson Wants Leased Vehicles Returned
GOLDSPRING INC: June 30 Balance Sheet Upside-Down by $14 Million
H.J. HEINZ: High Debt Levels Cue Moody's to Downgrade Ratings
HARDWOOD P-G: Selling Pennsylvania Property for $98,500
HINES NURSERIES: Reduced Liquidity Cues Moody's to Lower Ratings

HOLLINGER INC: Provides Supplemental Financial Data as of Aug. 4
INTEGRATED HEALTH: Acquisition Wants to Correct U.S. Pact Error
INTEGRATED HEALTH: Objects to Travelers' $3,919,891 Priority Claim
INT'L SHIPHOLDING: Operating Losses Cue Moody's to Lower Ratings
INVERNESS MEDICAL: Posts $10 Mil. Net Loss in Qtr. Ended June 30

LA PETITE ACADEMY: Inks New $215 Million Secured Credit Facilities
LIFE SCIENCES: June 30 Balance Sheet Upside-Down by $28 Million
LONDON FOG: Iconix to Buy London Fog Brand for $30.5 Mil. in Cash
MATHON FUND: Court OKs Pact Resolving Disputes with Sell, et al.
MERCER INT'L: Moody's Holds Junks Rating on Senior Unsecured Notes

MILLS CORP: Colony Capital to Invest in New Jersey Project
MIRANT CORP: Asset Recovery Unit Objects to Several GE Claims
MIRANT CORP: Court Approves 2006 Consent Order on Bowline Unit
MUSICLAND HOLDING: Wants to Assume & Assign Leases to Record Town
MUSICLAND HOLDING: Deluxe Media's Claim Reduced to $2.5 Million

NTL INC: Posts GBP195.8 Million Net Loss in 2006 Second Quarter
PLATFORM LEARNING: Panel Can Examine Insiders Regarding Sale
POPULAR CLUB: Organizational Meeting at 11:00 a.m. Tomorrow
PREDIWAVE CORP: Has Until Dec. 10 to File Chapter 11 Plan
PROCARE AUTOMOTIVE: Gets Court Nod to Pay JPMorgan's Secured Claim

PROCARE AUTO: Has Until August 31 to Finish Investigation on Liens
QUIGLEY CO: Asks Court to Reconsider Reduction of Claimants' Votes
RED HAT: Improved Performance Prompts S&P to Raise Ratings to B+
RESORT INT'L: Decline in EBITDA Cues Moody's to Junk Ratings
S-TRAN HOLDINGS: Can Use LaSalle's Cash Collateral Until Sept. 30

SANITARY AND IMPROVEMENT: Wants DIP Warrants Granted Priority
SANMINA-SCI CORP: Solicits Consents from Senior Note Holders
SATELITES MEXICANOS: Amends Restructuring Pact with Loral, et al.
SATELITES MEXICANOS: Wants to Assume Loral Settlement Agreements
SCOTTISH RE: Moody's Lowers Ratings and May Downgrade Further

SHAW COMMS: Inks Agreements to Purchase Whistler Cable, Norcom
SILICON GRAPHICS: Wants Until December 29 to File Chapter 11 Plan
SILICON GRAPHICS: Wants Lease-Decision Period Extended to Dec. 4
SPECTRE GAMING: Receives $5.1 Mil. Gross Proceeds from Debentures
STANDARD AERO: S&P Affirms B+ Rating & Removes Negative Watch

STATER BROS: June 25 Stockholders' Deficit Widens to $16.8 Million
THE SPORTS CLUB: March 31 Balance Sheet Upside-Down by $18 Million
TRINSIC INC: June 30 Stockholders' Deficit Widens to $13.9 Million
WEEKS LANDING: Wants Plan-Filing Period Stretched to October 15
WILLBROS GROUP: Closes Sale of Venezuelan Businesses

WISE METALS: Loses One of its Biggest Customers
WISE METALS: Incurs $16.5 Million Net Loss in 2006 Second Quarter
WISE METALS: Customer Loss Prompts Moody's to Junk Ratings
WORLDCOM INC: Wants Teleserve's $7.3MM Claim Allowed as Class 6
WORLDCOM INC: Teleserve Asserts Claim Deserves 6A Classification

* A.M. Best Takes Various Public Data Rating Actions on 48 HMOs

* Upcoming Meetings, Conferences and Seminars

                             *********

ADELPHIA COMMS: Classification of Claims under 5th Amended Plan
---------------------------------------------------------------
As reported in the Troubled Company Reporter on Aug. 21, 2006,
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.

This summary of the classification and treatment of Claims and
Equity Interests under the ACOM Debtors' Fifth Amended Plan of
Reorganization assumes that no adjustments are made as a result
of that certain True-Up Mechanism for TWC Class A Common Stock:

    Type of Claim              Treatment
    -------------              ---------
A. GENERAL

    Administrative Claims      Paid in full in cash.
                               Estimated total recovery: 100%
                               Estimated claims: $900,000,000

    Tax Claims                 Paid in full in cash.
                               Estimated total recovery: 109%
                               Estimated claims: $112,000,000

B. SUSIDIARY DEBTORS

    Subsidiary Debtor          Paid in full in cash.
    Priority Claims            Estimated total recovery: 100%
                               Estimated claims: <$1,000,000

    Subsidiary Debtor          Paid in full in cash, plus
    Secured Claims             accrued postpetition interest
                               from the Petition Date through
                               the Effective Date, at the
                               Applicable Rate.

                               Estimated total recovery: 135%
                               Estimated claims: $57,000,000

                               Unimpaired; not entitled to
                               vote

    Century Bank Claims        Disputed.  To the extent
                               allowed, paid in full in cash,
                               subject to disgorgement.

                               Estimated total recovery: 100%
                               Estimated claims: $2,480,000,000

                               Impaired; entitled to vote

    FrontierVision Bank        Disputed.  To the extent
    Claims                     allowed, paid in full in cash,
                               subject to disgorgement.

                               Estimated total recovery: 100%
                               Estimated claims: $617,000,000

                               Impaired; entitled to vote

    Olympus Bank Claims        Disputed.  To the extent
                               allowed, paid in full in cash,
                               subject to disgorgement.

                               Estimated total recovery: 100%
                               Estimated claims: $1,265,000,000

                               Impaired; entitled to vote

    UCA Bank Claims            Disputed.  To the extent
                               allowed, paid in full in cash,
                               subject to disgorgement.

                               Estimated total recovery: 100%
                               Estimated claims: $831,000,000

                               Impaired; entitled to vote

    Subsidiary Debtor          Payment through distribution
    Trade Claims               of cash and TWC Class A Common
                               Stock equal to payment in full.

                               Estimated total recovery: 124%
                               Estimated claims: $452,000,000

                               Impaired; entitled to vote

    Subsidiary Debtor          Payment through distribution
    Other Unsecured Claims     of cash and TWC Class A Common
                               Stock equal to payment in full.

                               Estimated total recovery: 124%
                               Estimated claims: $137,000,000

                               Impaired; entitled to vote

    Arahova Notes              Payment through distribution
                               of cash and TWC Common Stock
                               equal to payment in full, and
                               of CVV Series Arahova Interests.

                               Estimated total recovery: 101%
                               Estimated claims: $1,744,000,000

                               Impaired; entitled to vote

    FPL Notes                  Payment through distribution
                               of cash and TWC Class A Common
                               Stock equal to payment in full.

                               Estimated total recovery: 119%
                               Estimated claims: $127,000,000

                               Impaired; entitled to vote

    FrontierVision Opco        Payment through distribution
    Notes                      of cash and TWC Class A Common
                               Stock equal to payment in full.

                               Estimated total recovery: 147%
                               Estimated claims: $204,000,000

                               Impaired; entitled to vote

    FrontierVision Holdco      Payment through distribution
    Notes                      of cash and TWC Common Stock
                               equal to payment in full, and of
                               CVV Series FV Interests.

                               Estimated total recovery: 126%
                               Estimated claims: $339,000,000

                               Impaired; entitled to vote

    Olympus Notes              Payment through distribution
                               of cash and TWC Common Stock
                               equal to payment in full, and of
                               CVV Series Olympus Interests.

                               Estimated total recovery: 137%
                               Estimated claims: $213,000,000

                               Impaired; entitled to vote

    Subsidiary Debtor          Payment through CVV Series
    Existing Securities        ESL Interests, if the class
    Laws Claims                accepts, otherwise no
                               distribution.

                               Estimated total recovery:
                               Unknown

                               Estimated claims: Unknown

                               Impaired; entitled to vote

    Subsidiary Debtor          Reinstated.
    Equity Interests           Impaired; entitled to vote

C. ACC DEBTORS

    ACC Debtors Priority       Paid in full in cash.
    Claims                     Estimated total recovery: 100%
                               Estimated claims: <$1,000,000

    ACC Debtors Secured        Paid in full in cash.
    Claims                     Estimated total recovery: 135%
                               Estimated claims: <$1,000,000

                               Unimpaired; not entitled to
                               vote

    ACC Senior Notes           Payment through distribution
                               of cash and TWC Common Stock
                               and of CVV Series ACC-1
                               Interests.

                               Estimated total recovery: 59%
                               Estimated claims: $5,110,000,000

                               Impaired; entitled to vote

    ACC Trade Claims           Payment through distribution
                               of cash and TWC Common Stock
                               and of CVV Series ACC-2
                               Interests.

                               Estimated total recovery: 42%
                               Estimated claims: $293,000,000

                               Impaired; entitled to vote

    ACC Other Unsecured        Payment through distribution
    Claims                     of cash and TWC Common Stock
                               and of CVV Series ACC-3
                               Interests.

                               Estimated total recovery: 42%
                               Estimated claims: $89,000,000

                               Impaired; entitled to vote

    ACC Subordinated Notes     Payment through distribution
    Claims                     of CVV Series ACC-4 Interests
                               if the Class accepts,
                               otherwise, no distribution.

                               Estimated total recovery:
                               Unknown

                               Estimated claims: $2,032,000,000

                               Impaired; entitled to vote.

    ACC Existing Securities    Payment through distribution
    Law Claims                 of CVV Series ACC-5 Interests
                               if the Class accepts and all
                               senior Classes against the ACC
                               Debtors vote to accept.
                               Otherwise, no distribution.

                               Estimated total recovery:
                               Unknown

                               Estimated claims: Unknown

                               Impaired; entitled to vote.

    ACC Preferred Stock        Payment through distribution
    Interests                  of CVV Series ACC-6 Interests
                               if the Class accepts and all
                               senior Classes against the ACC
                               Debtors vote to accept.
                               Otherwise, no distribution.

                               Estimated total recovery:
                               Unknown

                               Estimated claims: $1,674,000,000
                               as to liquidation preference plus
                               accrued but unpaid dividends, and
                               unknown as to existing securities
                               law claims

                               Impaired; entitled to vote.

    ACC Common Stock           Payment through distribution
    Interests                  of CVV Series ACC-7 Interests
                               if the Class accepts and all
                               senior Classes against the ACC
                               Debtors vote to accept.
                               Otherwise, no distribution.

                               Impaired; entitled to vote.

    ACC Subsidiary Equity      Reinstated.
    Interests                  Impaired; entitled to vote.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADELPHIA COMMS: Wants 2nd Disclosure Statement Supplement Okayed
----------------------------------------------------------------
Adelphia Communications Corp. and its debtor-affiliates and the
Official Committee of Unsecured Creditors ask the U.S. Bankruptcy
Court for the Southern District of New York to:

    (a) approve the form and content of their Second Disclosure
        Statement Supplement relating to the ACOM Debtors' Fifth
        Amended Plan of Reorganization; and

    (b) find that the Supplement contains adequate information
        within the meaning of Section 1125 of the Bankruptcy Code.

Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New
York, informs the Court that the revised Plan reflects the
provisions of the amended and restated agreement concerning the
terms and conditions of a modified chapter 11 plan dated July 21,
2006, among the ACOM Debtors and various parties.

The Amended Term Sheet reflects a compromise among several
creditor groups pursuant to which approximately $1,080,000,000 in
value will be transferred from certain unsecured creditors of
various ACOM Debtors to certain unsecured senior, trade and other
unsecured creditors of ACOM and certain other holding company
debtors, subject to repayment from contingent sources of value,
including the proceeds of a litigation trust to be established
under the Plan to pursue claims against third partied that are
alleged to have damaged the ACOM Debtors.

Mr. Shalhoub assures the Court that although the Amended Term
Sheet does not include an agreement with the ACOM Debtors' bank
agents or lenders as to the treatment of their claims, the
Amended Term Sheet provides that the parties will continue good
faith negotiations with the banks regarding the plan treatment.

Mr. Shalhoub asserts that the Supplement contains adequate
information with respect to the amendments made to the Plan on
the potential consequences resulting from the Plan and the impact
those consequences may have on the ACOM Debtors' estates and
creditors, with appropriate degrees of specificity and
completeness.  The Supplement also provides an adequate
explanation of the proposed resolution of the intercreditor
dispute embodied within the Plan.

                            Record Date

The ACOM Debtors and the Creditors Committee ask the Court to
establish the day after the Court approves the Supplement as the
Record Date for purposes of determining which stakeholders are
entitled to vote on the Plan.

                   Confirmation Objection Deadline

The ACOM Debtors and the Creditors Committee propose that
objections to the Plan must be filed by October 10, 2006.

The ACOM Debtors and the Creditors Committee propose to provide
to all creditors and equity security holders a copy of the
Confirmation Hearing Notice setting forth:

    (a) the date of approval of the Supplement;

    (b) the Record Date;

    (c) the Voting Deadline;

    (d) the time fixed for filing objections to confirmation of
        the Plan; and

    (e) the time, date, and place for the Confirmation Hearing.

The ACOM Debtors and the Creditors Committee also propose to
publish the Confirmation Hearing Notice, not less than 20 days
before the Objection Deadline in:

    (a) The New York Times (National Edition), The Wall Street
        Journal (National Edition), and USA Today (National
        Edition); and

    (b) in a major regional newspaper in each of the cities of
        Boston, Buffalo, West Palm Beach, Cleveland, Denver and
        Los Angeles.

The ACOM Debtors will also publish the Confirmation Hearing
Notice electronically on their Web site at
http://www.adelphia.com/

                          Voting Deadline

The ACOM Debtors and the Creditors Committee propose that each
ballot from a holder of a Claim or Equity Interest in a Class
entitled to vote must be properly executed, completed, and
delivered so as to be received by the Debtors' solicitation and
tabulation agent no later than 4:00 p.m., prevailing New York
Time, on October 10, 2006.

In the case of securities held through an intermediary, creditors
must submit ballots to the intermediary by October 6, 2006.

                       Solicitation Materials

The ACOM Debtors and the Creditors Committee propose to
distribute to all members of the Voting Classes:

     (a) the Supplement, including the Plan;
     (b) the order approving the Supplement;
     (c) the Disclosure Statement;
     (d) a ballot or a master ballot, as applicable; and
     (e) a Confirmation Hearing Notice.

The ACOM Debtors and the Creditors Committee propose to
distribute or cause to be distributed copies of the Solicitation
Package as soon as practicable.  The ACOM Debtors believe that
distribution of the Supplement seven days after the Court
approves the Supplement will provide stakeholders with sufficient
time to vote to accept or reject the Plan prior to the Voting
Deadline.

            Creditors Committee Seeks Expedited Hearing

David M. Friedman, Esq., at Kasowitz, Benson, Torres & Friedman
LLP, in New York, discloses that the Plan, as required by the
Amended Term Sheet, provides that it will be a condition to the
Plan's consummation that its effective date occur no later than
October 31, 2006.  According to Mr. Friedman, the negotiated
effective date deadline was put in place to guard against:

    -- the heavy burden that certain accruals place on the finite
       proceeds from the Sale Transaction; and

    -- the potential that the parties may lose the benefit of
       their negotiated bargain through the continued accrual of
       postpetition interest and restructuring expenses that could
       consume the value that unsecured creditors have bargained
       to distribute.

Mr. Friedman relates that each day, the Bank Lenders and other
secured creditors accrue interest by virtue of Section 506(b) of
the Bankruptcy Code.  In addition, interest continues to accrue
on approximately $5,000,000,000 of subsidiary level bond and
trade debt.  Moreover, ongoing administrative and restructuring
expenses further compound the costs of continued delay in the
resolution of the ACOM Debtors' Chapter 11 cases.

At the Creditors Committee's request, the Court will convene a
hearing on September 6, 2006, to consider approval of the Second
Disclosure Statement Supplement, and the motion to establish
noticing procedures and objection deadlines in connection with
the Hearing.

Objections must be filed by August 28, 2006.

                  About Adelphia Communications

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue Nos. 146; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ADVANTAGE CAPITAL: Wiener Goodman Raises Going Concern Doubt
------------------------------------------------------------
Wiener, Goodman & Company, P.C., in Eatontown, New Jersey, raised
substantial doubt about Advantage Capital Development
Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal years
ended March 31, 2006, and 2005.  The auditor pointed to the
uncertainty of the Company to satisfy the $8 million judgment
levied against it.

The Company reported a $9,424,833 net loss on $421,991 of total
revenues for the year ended March 31, 2006, compared with a
$764,407 net loss on $176,128 of total revenues for the year ended
March 31, 2005.

At March 31, 2006, the Company's Statement of Net Assets showed
$2,087,996 in total assets and $8,383,289 in total liabilities,
resulting in a $6,295,293 stockholders' deficit.

Full-text copies of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?101a

                            Judgment

The Company relates that on Oct. 12, 2004, it was served with a
Third Party Complaint by American Motorists Insurance Company in
the District Court, Clark County, Nevada, titled "Victory Village
Limited III v. Builders Control Services Company, Inc. and
American Motorist Insurance Company."

The Complaint is based on alleged bond made by the Company to
American Motorist in 1995.  The complaint is based on an agreement
signed by the Company that required the Company to indemnify the
issuer of a bond in which a wholly owned subsidiary of the Company
was a principle.  The bond was issued in connection with a real
estate transaction that began in 1995.  The events that led to the
default on the bond occurred between the years of 1995 and 2004.

According to the complaint, the Company, while known as C.E.C.
Industries Corp. and controlled by a prior management, agreed to
indemnify the issuer of the bond for all claims arising against
the bond.  On June 29, 2006 a judgment in the amount of $7,796,147
was levied against the Company.  For the year ended March 31, 2006
the Company recorded an accrued judgment of $7,796,147.

Based in Aventura, Florida, Advantage Capital Development
Corporation is an internally managed, non-diversified, closed-end
investment company.


ATLANTIC MUTUAL: S&P Maintains Default Rating & Withdraws R Rating
------------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its 'R' counterparty
credit rating on Atlantic Mutual Insurance Co.

The rating on Atlantic Mutual's surplus notes remains 'D'.


AVISTA CORP: Inks Settlement Agreement on Hydroelectric Project
---------------------------------------------------------------
Avista Corp. and the U.S. Forest Service have signed a settlement
agreement on proposed license conditions for Avista's Post
Falls Hydroelectric Project.  If adopted by the Federal Energy
Regulatory Commission, the conditions will serve to fund
improved recreation facilities as well as interpretive
and educational programs and visitor surveys on Lake Coeur d'Alene
and adjacent waterways.

"The funding provided by this agreement will help the Forest
Service continue to provide important recreation services on Coeur
d'Alene Lake and the Coeur d'Alene River," said Ranotta McNair,
forest supervisor, Idaho Panhandle National Forests.

Avista has agreed to share funding for maintenance and
improvements at Bell Bay campground and at the Medimont and
Rainey Hill recreation areas.  The company will also work with the
Forest Service to develop an interpretation and education plan
that will encourage resource protection, cooperation and public
safety.

In addition to annual funding during the term of the new license,
Avista has agreed to provide a 25 percent match toward
improvements at the Forest Service sites.

"We're pleased with the collaboration that brought us to this
agreement," said Speed Fitzhugh, Avista relicensing specialist.
"The Forest Service and other public recreation providers agreed
early on in the relicensing process that Avista would share a fair
portion of the improvements and maintenance funding.  This is a
win-win situation for all involved."

Avista's combined funding proposal for all recreation facilities
on the Post Falls Project calls for a total of $982,000 in
one-time improvements and $160,000 in annual operation and
maintenance funding.  Additionally another $60,000 in long
term annual funding will be provided ten years after the
initial improvements are completed.

Avista's license for Post Falls and four other Spokane
River dams expires in July 2007.  The company has worked
collaboratively with stakeholders for several years to develop
a license proposal.  FERC is now in the process of evaluating
license terms and conditions proposed by agencies and
organizations who are stakeholders in the relicensing
process.

A full-text copy of the second settlement agreement on the
Post Falls Project is available for free at
http://ResearchArchives.com/t/s?101b

Headquartered in Spokane, Washington, Avista Corporation
-- http://www.avistacorp.com/-- is an energy company involved
in the production, transmission and distribution of energy
as well as other energy-related businesses.  Avista Utilities
is a company operating division that provides service to 338,000
electric and 297,000 natural gas customers in three western
states.

                       *     *     *

As reported in the Troubled Company Reporter on Aug. 2, 2006,
Fitch Ratings affirmed Avista Corporation's Issuer Default Rating
at 'BB'; Senior unsecured debt at 'BB+'; and Trust preferred and
preferred stock at 'BB'.

At the same time, Fitch revised AVA's Rating Outlook to Positive
from Stable.  Approximately $1.1 billion of debt is affected by
the rating action.


BERRY-HILL: American Capital Grants $21 Million DIP Financing
-------------------------------------------------------------
American Capital Strategies, Ltd., disclosed it is providing a
$21 million in debtor-in-possession financing to Berry-Hill
Galleries Inc.

American Capital's loan is secured by the Company's prime
Manhattan real estate and its art inventory.

"We are very pleased to enable this fine family business to
refinance its pre-petition secured debt and to provide breathing
room for the debtor and its creditors to formulate a plan of
reorganization," Gordon O'Brien, American Capital Managing
Director, said.  "This transaction demonstrates the ability of our
Special Situations Group to evaluate challenged businesses across
a wide range of industries and to respond swiftly with flexible
capital."

"Berry-Hill operates a highly regarded gallery with a prime
location in the heart of New York City's Upper East Side museum
and gallery district.  Over four generations, the Hill family has
established a deep knowledge of fine art, an impressive art
portfolio and strong relationships throughout the art world,"
Myung Yi, American Capital principal, said.  "As a result of these
factors, we were able to get comfortable with an atypical asset
base in order to provide the debtor with a superior solution under
a tight timeframe."

"Now that we have received our debtor-in-possession financing and
paid off our pre-petition secured lender, we will immediately turn
our full attention to working with unsecured creditors to draft a
mutually-acceptable plan of reorganization," Frederick D. Hill,
the Company's co-owner, said.  "We expect that having a patient
and resourceful financial partner like American Capital will
significantly enhance the long-term value of our family's
business."

                     About American Capital

American Capital Strategies, Ltd. (Nasdaq: ACAS) --
http://www.americancapital.com/-- is a publicly traded buyout and
mezzanine fund with capital resources of $8.9 billion.  American
Capital invests in and sponsors management and employee buyouts,
invests in private equity buyouts, provides capital directly to
early stage and mature private and small public companies and
through its asset management business is a manager of debt and
equity investments in private companies.  American Capital
provides senior debt, mezzanine debt and equity to fund growth,
acquisitions, recapitalizations and securitizations.

                   About Berry Hill Galleries

Headquartered in New York, New York, Berry-Hill Galleries, Inc.
-- http://www.berry-hill.com/-- buys paintings and sculpture
through outright purchase or on a commission basis and also
exhibits artworks.  The Debtor and its affiliate, Coram Capital
LLC, filed for chapter 11 protection on Dec. 8, 2005 (Bankr.
S.D.N.Y. Case Nos. 05-60169 & 05-60170).  Robert T. Schmidt, Esq.,
at Kramer, Levin, Naftalis & Frankel, LLP, represents the Debtors
in their restructuring efforts.  Robert J. Feinstein, Esq., at
Pachulski, Stang, Ziehl, Young, Jones & Weintraub P.C., represents
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they estimated assets
between $10 million and $100 million and debts between $1 million
and $50 million.


BRIGHTPOINT INC: Earns $8.2 Million in Quarter Ended June 30
------------------------------------------------------------
For the three months ended June 30, 2006, Brightpoint Inc.
reported net income of $8,241,000 from total revenues of
$549,858,000.

The Company's balance sheets at June 30, 2006 showed total assets
of $493,627,000, total liabilities of $328,504,000 and total
shareholders' equity of $165,123,000.

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

               http://researcharchives.com/t/s?100e

Headquartered in Plainfield, Indiana, Brightpoint, Inc. --
http://www.brightpoint.com/-- engages in the distribution of
wireless devices and accessories, as well as provision of
customized logistic services to the wireless industry.  The
Company primarily operates in Australia, Colombia, Finland,
Germany, India, New Zealand, Norway, the Philippines, the Slovak
Republic, Sweden, United Arab Emirates and the United States.  The
Company's customers include mobile operators, mobile virtual
network operators, resellers, retailers and wireless equipment
manufacturers.  Brightpoint was incorporated in 1989 under the
name Wholesale Cellular USA, Inc. and changed its name to
Brightpoint Inc. in 1995.

                          *     *     *

On April 12, 2006, Standard & Poor's placed the Company's long-
term local and foreign issuer credit ratings at BB- with a stable
outlook.


CATALYST PAPER: Moody's Holds B1 Rating and Says Outlook is Stable
------------------------------------------------------------------
Moody's Investors Service revised the rating outlook for Catalyst
Paper Corporation from negative to stable.  In each of the past
three quarters, LTM free cash flow has been positive, reversing
the deficits that occurred in the second and third quarters of
2005.  In addition, Catalyst's credit statistics have been
gradually improving, reversing a downward trend that coincided
with the above-noted deterioration in free cash flow generation.
Accordingly, the issues prompting last December's decision to
downgrade the outlook to negative have proven to be transitory,
and the outlook has been restored to stable.

Concurrently, Moody's affirmed Catalyst's senior unsecured notes
and corporate family rating at B1.

Outlook Actions:

Issuer: Catalyst Paper Corporation

   * Outlook, Changed To Stable From Negative

Issuer: Catalyst Paper Finance Limited

   * Outlook, Changed To Stable From Negative

Issuer: Catalyst Paper Finance Limited:

Backed Senior Secured Bank Credit Facility: Ba3

While the company's current operating and financial results
warrant the revisions in outlook, it is noted there are three
external matters that could adversely affect debt holder interests
over the near-to-mid term.  These matters are noted as concerns,
but do not yet have sufficient visibility to warrant explicit
accounting in the ratings assessment.  The first is an ongoing
change in the company's ownership.  At this juncture, the matter
has no direct influence on Catalyst's business prospects or
financial profile, and, therefore, has no current rating impact.
Should circumstances change, Moody's will assess the then current
facts and respond accordingly.

A slow-down in the North American economy that, in turn,
causes reduced advertising spending and declining demand for the
company's publishing papers would also be an adverse development.
Similarly, were the United States dollar exchange value of the
Canadian dollar to appreciate materially, Catalyst's relative
competitive position would be eroded.  While either or both of
these contingencies would likely have rating implications, neither
is sufficiently certain so as to be explicitly accounted for in
the ratings assessment.  As is the case with the potential long
term implications of the above-noted ownership change, Moody's
intends to monitor developments and ensure relevant ratings are
appropriate in light of then current facts.

Moody's last rating action for Catalyst was in December 2005, when
its long-term ratings were lowered and the outlook was changed to
negative.

Moody's plans to supplement its traditional assessment of expected
loss with a proposed Loss-Given-Default Methodology for which a
request for comment was circulated during January 2006.   Research
by Moody's suggests that the realized credit losses on loans have
tended to be lower than losses on similarly rated bonds.  Moody's
research further suggests that the application of a rigorous
estimation model for LGD could support a higher degree of up-
notching for bank facilities than has been the case with Moody's
traditional notching methodology which ascribes considerable
importance to asset coverage.

Additionally, ratings on senior unsecured and subordinated
may change as a result of the LGD methodology.  Upon the
implementation of this new methodology, Moody's will, if
necessary, adjust the ratings of Catalyst's debt and credit
facilities accordingly.

Headquartered in Vancouver, British Columbia, Canada, Catalyst
is a leading producer of mechanical printing papers in North
America.  The company also produces market pulp and kraft paper
and owns Western Canada's largest paper recycling facility.


CATHOLIC CHURCH: Court Approves Portland's Two Survey Forms
-----------------------------------------------------------
Judge Elizabeth L. Perris of the U.S. Bankruptcy Court for the
District of Oregon approves two survey forms:

    (i) A Claimant Survey Form to be completed by 47 claimants;
        and

   (ii) An Accused Survey Form to be completed by the Archdiocese
        of Portland in Oregon for accused persons who have been
        named for any resolved or unresolved claim included in
        Portland's claims estimation database.

A full-text copy of the Claimant Survey Form is available for free
at http://researcharchives.com/t/s?1021

A full-text copy of the Accused Survey Form is available for free
at http://researcharchives.com/t/s?1022

The 47 Claimants are holders of Claim Nos. 110, 114, 195, 215,
217, 243, 244, 259, 261, 263, 268, 276, 278, 279, 280, 284, 293,
294, 298, 299, 315, 316, 317, 324, 325, 326, 330, 439, 440, 441,
442, 444, 445, 448, 449, 458, 463, 466, 467, 472, 548, 549, 550,
552, 842, 843, and 845.

Judge Perris directs the Archdiocese to deliver the Claimant
Survey Form and a copy of the Order to the Claimants' attorneys,
or to the Claimants themselves, if unrepresented, with
instructions that the survey forms are to be completed and signed
by the Claimants, and survey copies are to be returned to counsel
for the Archdiocese and the Tort Committee on or before 30 days
after Portland's mailing date.

Portland will be entitled to a two-hour mini-deposition of a
Claimant who fails to complete and return the survey to the
Archdiocese within the period.

In compliance with Judge Perris' ruling, the Archdiocese delivered
to the Court a proposed verified survey form to be used for
collecting data from claimants.

A full-text copy of the Archdiocese's Survey Form is available for
free at http://researcharchives.com/t/s?1023

The Official Tort Claimants Committee objects to Portland's
proposed Survey Form, arguing that a survey form must:

   * allow for responses like "do not know," "do not recall," or
     "not certain at this time;"

   * allow claimants to enter approximate dates or a range of
     dates when the sexual abuse occurred;; and

   * contain a declaration to be signed by the claimant that
     reads: "I declare under the penalty of perjury that the
     [answers] are, to the best of my recollection at this time,
     true and correct."

The Tort Committee also wants certain questions in Portland's
Survey Form eliminated because they are too subjective, general
and open-ended, and will have marginal, if any, use in the
statistical analysis.

The Tort Committee has filed its own survey form and asks Judge
Perris to approve it.

A full-text copy of the Tort Committee's Survey Form is available
for free at http://researcharchives.com/t/s?1024

Additionally, the Tort Committee asks the Court to compel
production of documents it requested from the Archdiocese in July
2006.

Albert N. Kennedy, Esq., at Tonkon Torp, LLP, in Portland, Oregon,
says the Tort Committee's request for documents is limited to:

   * those provided by the Archdiocese to National Economic
     Research Associates, Inc., in connection with the employment
     of the firm as Portland's economic consultant;

   * all documents reviewed, then compiled and collected by
     Portland for NERA; and

   * all documents concerning child sexual abuse trials or jury
     verdicts obtained from, or compiled as a result of, any
     survey of other Catholic dioceses in the United States of
     America.

The documents requested are, on their face, relevant to the
estimation process as confirmed by Dr. Ronald Schmidt of LECG,
LLC, the Tort Committee's economic consultant, Mr. Kennedy
asserts.

The discovery issues must be addressed and resolved quickly
because the Tort Committee is subject to an October 15, 2006,
discovery cutoff, Mr. Kennedy says.  "Cooperation is absolutely
necessary to avoid delay."

                   Portland Amends Survey Form

The Archdiocese amended its proposed Claimant Survey Form
following the Tort Committee's objection.

Susan S. Ford, Esq., at Sussman Shank LLP, in Portland, Oregon,
tells Judge Perris that the Archdiocese and the Tort Committee
have resolved many, but not all issues relating to the Claimant
Survey Form.

A full-text copy of Portland's amended Survey Form is available
for free at http://researcharchives.com/t/s?1025

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 67; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Future Claims Estimation Meeting Set on August 31
------------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Oregon will conduct
a status conference on August 31, 2006, at 2:30 a.m. regarding the
scheduling and briefing for the Archdiocese of Portland in
Oregon's motion to estimate future claims.

As reported in the Troubled Company Reporter on June 26, 2006, the
Archdiocese asked the Court for the District of Oregon to estimate
the aggregate amount of future claims for temporary allowance for
purposes of voting, confirmation and funding of the Archdiocese's
third Modified Plan of Reorganization.

The Archdiocese proposed that the Bankruptcy Court as well as the
U.S. District Court for the District of Oregon estimate the
aggregate number and value of the future claims within the ranges
stated in the report of Hamilton Rabinovitz & Alschuler, Inc.,
entitled "Estimating the Number and Value of Future Child Sex
Abuse Claims Filed Against the Archdiocese of Portland in
Oregon."

The Archdiocese of Portland in Oregon filed for chapter 11
protection (Bankr. Ore. Case No. 04-37154) on July 6, 2004.
Thomas W. Stilley, Esq., and William N. Stiles, Esq., at Sussman
Shank LLP, represent the Portland Archdiocese in its restructuring
efforts.  Albert N. Kennedy, Esq., at Tonkon Torp, LLP, represents
the Official Tort Claimants Committee in Portland, and scores of
abuse victims are represented by other lawyers.  David A. Foraker
serves as the Future Claimants Representative appointed in the
Archdiocese of Portland's Chapter 11 case.  In its Schedules of
Assets and Liabilities filed with the Court on July 30, 2004, the
Portland Archdiocese reports $19,251,558 in assets and
$373,015,566 in liabilities.  (Catholic Church Bankruptcy News,
Issue No. 67; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CHASE FUNDING: S&P Downgrades Class IB Certificate's Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on class IB
from Chase Funding Loan Acquisition Trust Series 2001-C2 to 'B'
from 'BB'.  The rating remains on CreditWatch with negative
implications, where it was placed March 29, 2006.

The lowered rating and CreditWatch placement are the result of
realized losses that have exceeded excess interest.  During the
previous six remittance periods, realized losses have exceeded
excess interest by approximately 2x.  The failure of excess
interest to cover monthly losses has prevented
overcollateralization from building to its target balance.

As of the July 2006 distribution date, overcollateralization was
$1,185,846, which is approximately 45% below the target balance of
$2,150,043.  Serious delinquencies (90-plus days, foreclosure, and
REO) represent 11.56% of the current pool balance.  Cumulative
realized losses represent 2.73% of the original pool balance.

If realized losses continue to outpace excess interest and the
level of overcollateralization continues to decline, Standard &
Poor's will take further negative rating actions.

Conversely, if realized losses stop outpacing monthly excess
interest and the level of overcollateralization rebuilds to its
target balance, Standard & Poor's will affirm the rating on this
class and remove it from CreditWatch negative.

Credit support is provided by:

   * subordination,
   * overcollateralization, and
   * excess spread.

The underlying collateral consists of 30-year, fixed- or
adjustable-rate subprime mortgage loans secured by first liens on
residential properties.

Rating Lowered and Remaining on Creditwatch Negative:

       Chase Funding Loan Acquisition Trust Series 2001-C2
             Mortgage loan asset-backed certificates

            Series    Class        To            From
            ------    -----        --            ----
            2001-C2    IB     B/Watch Neg.   BB/Watch Neg.

Other Outstanding Ratings:

       Chase Funding Loan Acquisition Trust Series 2001-C2
             Mortgage loan asset-backed certificates

                  Series    Class        Rating
                  ------    -----        ------
                  2001-C2   IA-4, IA-5    AAA
                  2001-C2   IM-1          AA
                  2001-C2   IM-2          A


COMFORCE CORPORATION: Completes $21.4 Million 12% Notes Redemption
------------------------------------------------------------------
Comforce Corp. completed its plans to redeem $21.4 million
principal amount of its 12% Senior Notes.

Effective as of August 16, 2006, the Company extended the maturity
of its remaining Senior Notes by three years until Dec. 1, 2010.
The holders of the $22.9 million principal amount of Senior Notes
that remain outstanding consented to the extension, the Company
disclosed.  The term of the Company's $110 million revolving
credit facility was also extended until July 24, 2010.  The
Company used loan proceeds under the credit facility to pay the
redemption price of the Senior Notes.

"We are pleased to report the completion of these transactions
which will significantly reduce our annual interest expense," John
Fanning, chairman and chief executive officer, said. "As earlier
reported, the three-year extension of our credit facility was
conditioned upon our ability to extend our Senior Notes, which we
have now accomplished.

"These transactions enable us to continue our existing
relationships with both our bank lenders and the holders of our
Senior Notes, all of whom have supported our goals and vision.

"The Company's public debt now stands at $22.9 million, compared
to $138 million in June 2000.  Based upon current interest rates,
COMFORCE expects to save approximately $1 million annually in
interest expense as a result of the redemption."

COMFORCE Corporation (Amex: CFS) -- http://www.comforce.com/--  
provides specialty staffing, consulting and outsourcing services
primarily to Fortune 1000 companies and other large employers.
The Company operates in three business segments, Human Capital
Management Services, Staff Augmentation and Financial Outsourcing
Services.  The Human Capital Management Services segment provides
consulting services for managing the contingent workforce through
its PRO Unlimited(SM) subsidiary.  The Staff Augmentation segment
provides healthcare support services, including RightSourcing(R)
Vendor Management Services, Technical, Information Technology and
Other Staffing Services.  The Financial Outsourcing Services
segment provides funding and back office support services to
independent consulting and staffing companies.  COMFORCE has 36
offices nationwide.

                         *     *     *

At June 25, 2006, Comforce Corporation's balance sheet showed
total assets of $176 million and total liabilities of $197 million
resulting in a total stockholders' deficit of $21 million.


COMPLETE RETREATS: Creditors Panel Taps Bingham as Lead Counsel
---------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' chapter 11 cases asks permission
from the U.S. Bankruptcy Court for the District of Connecticut to
retain Bingham McCutchen LLP as its lead counsel, nunc pro tunc to
Aug. 3, 2006.

Committee Chair Joel S. Lawson III informs that Court that
Bingham has since represented the Committee in the Debtors' cases.
Among other things, Bingham:

   -- reviewed and analyzed the Debtors' first-day motions and
      proposed orders;

   -- was involved in the discussions of the Debtors' proposed
      postpetition financing arrangements, including discussions
      of the terms and conditions for repayment of the Debtors'
      prepetition financing facility; and

   -- consulted with the Debtors and their legal, financial and
      restructuring advisors in connection with their operations,
      management and administration of the bankruptcy cases.

As the Committee's lead counsel, Bingham will:

   (a) provide legal advice with respect to the Committee's
       rights, powers, and duties;

   (b) represent the Committee at all hearings and other
       proceedings;

   (c) advise and assist in the Committee's discussions with the
       Debtors and other parties in interest, regarding the
       overall administration of the bankruptcy cases;

   (d) assist the Committee in analyzing the claims of the
       Debtors' creditors and negotiate with the creditors;

   (e) assist with the Committee's investigation of the assets,
       liabilities, and financial condition of the Debtors and of
       the operations of the Debtors' businesses;

   (f) assist the Committee in its analysis of, and negotiations
       with, the Debtors or any third party concerning matters
       related to, among other things, formulating the terms of a
       plan or plans of reorganization;

   (g) assist and advise the Committee with respect to its
       communications with the general creditor body regarding
       matters in the bankruptcy cases;

   (h) review and analyze all pleadings, orders, statements of
       operations, schedules, and other legal documents;

   (i) prepare, on behalf of the Committee, all pleadings,
       orders, reports and other legal documents as may be
       necessary to further the Committee's interests and
       objectives; and

   (j) perform all other legal services for the Committee that
       may be necessary and proper to facilitate the discharge by
       the Committee of its duties in the bankruptcy cases and
       any related proceedings.

Mr. Lawson asserts that Bingham has had extensive Chapter 11
creditors' committee experience and knowledge and is particularly
well suited for the type of representation required by the
Committee.

"[Bingham] has both a national and international practice, with
more than 950 lawyers in 12 offices throughout the United States,
as well as in London and Tokyo," Mr. Lawson emphasizes, "and has
experience in all aspects of the law that are likely to arise in
the bankruptcy cases."

The Debtors will pay Bingham on its customary hourly rates:

   Professional                   Hourly Rate
   ------------                   -----------
   Partners & Counsel             $445 - $850
   Counsel & Associates           $175 - $535
   Paraprofessionals              $100 - $315

   Attorney                       Hourly Rate
   --------                       -----------
   Michael J. Reilly, Partner         $750
   Jonathan B. Alter, Partner          550
   Daniel McGillycuddy, Partner        525
   William F. Govier, Counsel          435
   Kurt A. Mayr, Counsel               400
   Richard H. Agins, Associate         340
   Peter H. Bruhn, Associate           255

Michael J. Reilly, a partner at Bingham McCutchen LLP, informs
the Court that the firm has represented, and will likely continue
to represent, certain creditors of the Debtors and various other
parties adverse to the Debtors in matters unrelated to the
Debtors' bankruptcy cases.

A list of the Interested Parties that Bingham currently
represents in matters unrelated to the Debtors' cases is
available for free at http://researcharchives.com/t/s?1028

Other than the identified Interested Parties, Mr. Reilly assures
the Court that Bingham has no other connection with the Debtors,
their creditors, the Acting United States Trustee for Regions 2
and any other parties-in-interest.

Mr. Reilly assures the Court that Bingham is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code, and
does not hold or represent any interest adverse to the Debtors'
estates with respect to the matters for which it is to be
retained.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: U.S. Trustee Wants Xroads Replaced as Agent
--------------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
seeks replacement of Xroads Case Management Services LLC as claims
agent to Complete Retreats LLC and its debtor-affiliates.

The U.S. Trustee asserts that Xroads Case Management's proposed
services are administrative in nature and can be performed by a
variety of providers.

The U.S. Trustee contends that the XCM Application does not:

   -- provide information as to whether or not the Debtors tried
      to obtain estimates of the costs from competing service
      providers;

   -- provide information as to whether or not the charges
      proposed for XCM's services are commercially reasonable;
      and

   -- support whether or not XCM's employment is in the best
      interests of the Debtors' estates and their creditors.

XCM is an affiliate of XRoads LLC which may be an insider of
the Debtors, the U.S. Trustee notes.

While XCM seems qualified to provide the proposed services, the
Debtors' estates and creditors may be best served through the
employment of another service provider, equally or greater
skilled, should the costs of their services be significantly less
than XCM's, the U.S. Trustee argues.

As reported in the Troubled Company Reporter on Aug. 21, 2006,
the Debtors sought permission from the U.S. Bankruptcy Court for
the District of Connecticut to hire XCM as their claims and
noticing agent.

The Debtors informed the Court that they have more than 5,000
creditors and other potential parties-in-interest.  The Debtors
believe that the Office of the Clerk of the Court is not
equipped to:

   (i) distribute notices;

  (ii) process all proofs of claim filed in the Chapter 11
       cases; and

(iii) assist in the balloting process.

As their claims and noticing agent, the Debtors expect XCM to:

   (a) assist the Debtors and their counsel in the preparation
       of the Debtors' schedules of assets and liabilities and
       statements of financial affairs;

   (b) assist the Debtors and their counsel in the preparation
       of the initial reporting package for the United States
       Trustee;

   (c) assist the Debtors and their counsel in preparation of
       the Debtors' monthly operating reports;

   (d) design, maintain, and administer the Debtors' claims
       database;

   (e) provide designated users with access to the claims
       database to track claims activity, to view claims-related
       documents in PDF format, and to create reports;

   (f) send out acknowledgement cards to creditors confirming
       receipt of their proofs of claim; and

   (g) provide copy and notice service consistent with the
       applicable local rules and as asked by the Debtors or the
       Court, including acting as the official claims agent in
       lieu of the Court in:

       (1) serving notice to parties-in-interest;

       (2) maintaining all proofs of claim and proofs of
           interest filed and received in the bankruptcy cases;

       (3) docketing the claims;

       (4) maintaining and transmitting to the clerk of the
           Court the official claims registers;

       (5) maintaining current mailing lists of all entities
           that have filed claims and notices of appearance it
           receives;

       (6) providing public access for examination of the claims
           at CMS' premises during regular business hours and
           without charge; and

       (7) recording assignments of claims to third parties and
           recording all transfers received by CMS pursuant to
           Rule 3001(e) of the Federal Rules of Bankruptcy
           Procedure.

On the Debtors' behalf, James Mitchell told the Court that XCM
was chosen because of its experience, the competitiveness of its
fees, and its prepetition involvement with the Debtors.  XCM has
provided necessary assistance to the Debtors in preparing for
their bankruptcy filings.

The Debtors will pay XCM these hourly rates for its consulting
services:

   Professional                            Hourly Rate
   ------------                            -----------
   Director or Managing Director         US$225 to US$325
   Consultant or Sr. Consultant          US$125 to US$225

   Type of Service                         Hourly Rate
   ---------------                         -----------
   Accounting and Document Management    US$125 to US$195
   Programming and Technical Support     US$125 to US$195
   Clerical -- data entry                 US$40 to US$65

John Vander Hooven, a managing director at XRoads Case
Management Services, LLC, assured the Court that the firm
neither holds nor represents any interest adverse to the
Debtors' estates on matters for which it is to be retained and
employed.  XCM has had no prior connection with the Debtors,
however, XCM's employees may, in the ordinary course of their
personal affairs, have relationships with certain creditors of
the Debtors, Mr. Hooven added.

XCM is a "disinterested person", as referenced in Section 327(a)
of the Bankruptcy Code and as defined in Sections 101(14) and
1107(b) of the Bankruptcy Code, Mr. Hooven maintained.

                  About Complete Retreats

Complete Retreats, LLC, Preferred Retreats, LLC, and their
subsidiaries were founded in 1998.  Owned by Robert McGrath and
four minority owners, the companies operate a five-star
hospitality and real estate management business and are a
pioneer and market leader of the "destination club" industry.
Under the trade name "Tanner & Haley Resorts," Complete
Retreats, et al.'s destination clubs have numerous individual
and company members.

Destination club members pay up-front membership deposits,
annual dues, and daily usage fees.  In return, members and their
guests enjoy the use of first-class private residences, and
receive an array of luxurious services and amenities in certain
exotic vacation destinations in the United States and locations
around the world, including: Abaco, Bahamas; Cabo San Lucas,
Mexico; Nevis, West Indies; Telluride, Colorado; and Jackson
Hole, Wyoming.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 6; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONCORD RE: Moody's Rates Proposed Senior Secured Loan at (P)Ba2
----------------------------------------------------------------
Moody's Investors Service assigned a provisional (P)Ba2 rating
to the proposed senior secured term loan due 2012 of Bermuda-
domiciled Concord Re Limited.

Moody's also assigned a provisional (P)Baa2 insurance financial
strength rating to Concord Re.  The outlook for both provisional
ratings is stable.  The rating agency said that it expects to
remove the provisional status and assign definitive ratings at the
same level upon review of final executed documentation, provided
the documentation is consistent with the terms and conditions
specified as of August 1, 2006 that underlie the provisional
ratings.

The senior secured term loan of Concord Re, which is being
syndicated to financial institutions and other institutional
lenders, is scheduled to mature in early 2012.  The loan is
secured by the capital stock of Concord Re, and is non-amortizing,
but allows for voluntary prepayments, and
requires mandatory prepayments under certain circumstances.

According to Moody's, Concord Re is a limited-life, newly formed
Class 3 Bermuda reinsurer that will enter into a collateralized
quota share reinsurance treaty with its sole cedant, Lexington
Insurance Company, a property-casualty company of American
International Group, Inc.  Concord Re will assume a pro rata share
of the gross written premiums and losses for the first
$10 million of limits per policy, for lines of business
underwritten by Lexington's Property Division.  This portfolio
includes energy manufacturing, general property, real estate,
communications, construction services, and the inland marine and
specialty classes of Lexington's domestic commercial property
book.

Initial capitalization for Concord Re is expected to be up to
$750 million, comprised of up to $375 million in the senior
secured term loan and up to $375 million of common equity.
Concord Re will post its total paid-in capital, net of transaction
expenses, as cash and securities into a trust to collateralize its
reinsurance obligations to Lexington.  Funds in the trust are
expected to be invested in investment-grade securities with
restrictions similar to those specified by Regulation 114.

Moody's stated that Concord Re's ratings reflect an analysis
of the structural and contractual features of the Concord Re
vehicle, as well as probabilistic analysis to determine both the
probability of loss and expected severity of loss to both Concord
Re's debt holders and its sole cedant, Lexington Insurance
Company.

The (P)Ba2 provisional rating for the senior secured term loan is
supported by Concord Re's capitalization level relative to its
loss exposure, a balance sheet that is unencumbered by legacy
exposures, and certain structural characteristics that are
designed to offer protection to debt holders during the wind-down
period.  These fundamental strengths are tempered by Concord Re's
relatively high debt leverage profile and parameter risk in the
modeling assumptions that form the basis of the company's
capitalization, particularly assumptions regarding attritional
loss ratios.

Moody's further noted four structural elements of the transaction
which impacted its assessment.  First, the minimal collateral
requirement, as it is currently structured, may not always rise in
lockstep with risk exposure, making it less likely that risk
exposure will be reduced -- via an adjustment to the cession
percentage -- if funds in the collateral trust fall below the
minimum collateral requirement.  The minimal collateral
requirement was an important quantitative consideration given that
the interests of equity holders, cedant, and debt holders are
partially aligned through that structural feature.  Secondly,
subsequent reinsurance purchased by Lexington or AIG will not
inure to the benefit of Concord Re.

Thirdly, the ability of equity holders to extract dividends
out of net income on a quarterly basis also impacted Moody's
assessment.  Lastly, debt holders are exposed to uncertainty
surrounding the exact amount of liabilities that are owed to
Lexington when the liabilities are commuted at the end of the
vehicle's life.

Concord Re's (P)Baa2 insurance financial strength rating reflects
the probability of default and expected loss profiles for cedant
obligations, which are enhanced by the establishment of a
collateral trust for the benefit of its sole cedant.

The ratings contemplate a maximum underwriting period of
36 months, assuming that equity holders -- having suffered a
cumulative net loss after 18 months -- will elect to extend the
underwriting period by another 18 months and that debt remains
in place accordingly, for the full tenor of 5.5 years.  The
ratings also assume no additional debt above the original
$375 million committed and fully funded initial term loan.

Moody's noted that its expectations at the current rating
level are that Concord Re will continue to maintain a financial
leverage profile of no more than 50% debt to total capital.  That
said, the ratings going forward will reflect updated analysis of
the cumulative performance of the company, its future overall
risk-adjusted capitalization level, and updated prospective
probabilistic analysis of its reinsurance portfolio at future
points in time.

Concord Re Limited, based in Bermuda, is a licensed Class 3
reinsurer that will enter into a collateralized quota share
reinsurance treaty with its sole cedant, Lexington Insurance
Company, a property-casualty company of New York-based American
International Group, Inc.

Moody's insurance financial strength ratings are opinions of
the ability of insurance companies to repay punctually senior
policyholder claims and obligations.


COPELANDS' ENT: Organizational Meeting at 2:00 p.m. Tomorrow
------------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors Copelands'
Enterprises, Inc.'s, chapter 11 case at 2:00 p.m., on August 24,
2006, at the J. Caleb Boggs Federal Building, 844 North King
Street, Suite 2112 in Wilmington, Delaware.

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

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

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

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

Based in San Luis Obispo, California, Copelands' Enterprises,
Inc., dba Copelands' Sports -- http://www.copelandsports.com/--  
operates specialty sporting goods stores.  The Company filed for
chapter 11 protection on Aug. 14, 2006 (Bankr. D. Del. Case No.
06-10853).  Laura Davis Jones, Esq., Marc A. Berlinson, Esq., and
Ira A. Kharasch, Esq., at Pachulski, Stang, Ziehl, Young, Jones, &
Weintraub, in Los Angeles, California, represent the Debtor.
Clear Thinking Group serves as the Debtor's financial advisor.
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $50 million and $100 million.


DANA CORP: Inks Pact Allowing PBGC to File Consolidated Claims
--------------------------------------------------------------
Dana Corporation and its debtor-affiliates sponsor 34 defined
benefit pension plans covered by Title IV of the Employee
Retirement Income Security Act of 1974.

Pension Benefit Guaranty Corporation administers the Debtors'
defined pension plan termination insurance program under Title
IV.

PBGC asserts that each of the Debtors may either be a
contributing sponsor of one or more of the Pension Plans or a
member of the contributing sponsor's controlled group.

PBGC further asserts that it is entitled to at least three
separate claims regarding each Pension Plan for:

   (a) unpaid minimum funding contributions required under
       Section 412 of the Internal Revenue Code and Sections 1082
       and 1362 of the Labor Code;

   (b) unpaid premiums owed to it; and

   (c) contingent termination liability to it.

Each of the PBGC claims will be asserted against each of the
Debtors for joint and several liabilities.

If PBGC were to separately file three proofs of claim with
respect to each of the 34 Pension Plans against each of the 41
Debtors, PBGC would file a total 4,182 claims.  Filing voluminous
and duplicative claims would impose undue administrative burden
on the Debtors, PBGC and the Debtors' claims agent.

Accordingly, the parties agree that:

   (a) PBGC will be permitted to file one or more consolidated
       proofs of claim in the Debtors' Chapter 11 Cases;

   (b) the Stipulation is intended solely for the purpose of
       administrative convenience; and

   (c) the Stipulation will also apply to any amended proofs of
       claim that PBGC may file with respect to the Pension
       Plans.

                      About Dana Corporation

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

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


DANA CORP: Has Until December 4 to Decide on Danacq Lease
---------------------------------------------------------
In October 2001, Dana Corporation and Danacq Rochester Hills,
LLC, entered into a 20-year Lease Agreement pursuant to which
Danacq Rochester leased to Dana certain non-residential real
property located at 2910 Waterview, Rochester Hills, in Michigan.

The Court has established Oct. 3, 2006, as the deadline by which
the Debtors must decide whether to assume or reject their
unexpired non-residential real property leases.

The Debtors and Danacq Rochester are currently engaged in
discussions regarding the Lease, and wish to extend the lease
decision period.

Accordingly, in a Court-approved stipulation, the parties agree
that:

   (a) the lease decision period for Danacq's Lease is extended
       until Dec. 4, 2006; and

   (b) Dana will continue to timely perform its obligations under
       the Lease, and that all amounts due and owing under the
       Lease will constitute administrative expenses of Dana's
       Chapter 11 estates entitled to first priority.

                      About Dana Corporation

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

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


E*TRADE FINANCIAL: DBRS Raises Senior Debt Rating to BB (high)
--------------------------------------------------------------
Dominion Bond Rating Service upgraded the Issuer & Senior Debt
rating for E*TRADE Financial Corporation by two notches to BB
(high) from BB (low).  The Deposits & Senior Debt rating for
E*TRADE's banking subsidiary, E*TRADE Bank, has been upgraded to
BBB (low) from BB and E*TRADE's Subordinated Debt rating has been
upgraded to BB from B (high).  These rating actions conclude a
review that was initiated on May 26, 2006.  The trend for the
long-term ratings of E*TRADE and the Bank is Positive.

The Company's short-term ratings remain Under Review with Positive
Implications, where they were placed on May 26, 2006, pending the
conclusion of DBRS's plans to implement definitional revisions to
certain rating categories at the lower end of the scale used to
rate Commercial Paper and other short-term debt instruments.  DBRS
announced these plans in a press release on July 14, 2006.

DBRS notes that the upgrades of E*TRADE's ratings are based
upon the significant progress that the Company has made over
the past nine months in becoming a much larger and broader-based
online financial services institution that leverages its strong
retail brokerage business.  Moreover, this two-notch upgrade
reflects E*TRADE's quick and successful integration of recent
acquisitions, progress in generating more business from its
existing client base, its ability to attract new customers and
improvement of its financial profile.  The Positive trend
incorporates DBRS's expectation that E*TRADE will continue
to make progress over the next six to 18 months.

The Company has transformed itself from a transaction-focused
online broker into a large financial institution with about
$49 billion in assets, 3.4 million retail customers and about $180
billion in customer assets at the end of Q2 2006.  Accomplishing a
significant expansion in its franchise, E*TRADE made two major
acquisitions in Q4 2005 that added over 600,000 customers with
about $69 billion in customer assets.  Integration of these
acquisitions has been largely successful, with customer attrition
running below the Company's expectations.  Importantly, these
acquisitions kept E*TRADE among the leading players as the
industry has consolidated and gave it the scale to remain a strong
competitor.

DBRS believes E*TRADE's success with the integration of its
brokerage and banking services demonstrates the power of its
online franchise.  Providing customers with a broader array of
tools to manage their financial activities, E*TRADE's new suite of
online products shows the strength of its technology and product
development capabilities.  Benefiting from the growth of E*TRADE's
retail business segment, the Company's institutional segment has
also experienced increased revenues and profitability.  To expand
its advisory and asset management services, E*TRADE is making
modest acquisitions.

E*TRADE is also continuing its successful international expansion,
as international trades accounted for about 14% of total trades in
second quarter 2006.  Building on its online capabilities, the
Company is providing foreign investors with better access to their
own markets, as well as improving their access to U.S. markets.

E*TRADE has leveraged its success with its franchise to strengthen
its financial profile.  By accumulating the cash resources of its
brokerage customers and putting them to work in sweep deposit
accounts, the Company has been able to increase interest-earning
assets and raise the contribution of net interest income after
provisions from 30% of overall net revenues in 2003 to 51% in 2005
and 55% in second quarter 2006.  The Company is now much less
reliant on the revenues from retail trading commissions as they
contribute less than a quarter of
its revenues.

Product integration has generated significant growth in deposits,
which now exceed $21 billion.  A more comprehensive array of cash
products also helps the Company retain its customers' investment
activity in different market environments.  For example, it has a
broader range of cash products including certificates of deposit
to offer investors, as a defensive play when concerns about equity
market declines increase.

DBRS notes that, despite the demands of E*TRADE's expansion, new
product development and major acquisitions, strong cost control
has kept expenses and headcount largely flat.  With revenues
rising and costs constrained, E*TRADE is delivering more stable,
higher-margin earnings, a major factor underpinning the new
ratings.

In DBRS's opinion, the Company's franchise success and the steps
it has taken to reduce risk have also improved the financial
profile of the Bank.  Deposit growth has limited increases in the
cost of funds leading to margin improvement.  On the asset side,
risk has been reduced by growth in secured residential lending
in mortgages and home equity lines of credit.  The proportion of
consumer loans on the balance sheet is declining following the
decision to exit the origination businesses in auto lending in
2004 and in recreational vehicles and marine lending in 2005.
These portfolios are now in runoff.  Strong cost control and the
leveraging of E*TRADE's online infrastructure has helped lower the
Bank's expense ratio to just 41% in second quarter 2006 from 58%
in 2003.

DBRS's current ratings for the Company and the Bank reflect
the strength of E*TRADE's online franchise and its improving
financial profile.  At the same time, the ratings also incorporate
risks in the leverage in the Company and in the Bank, exposure to
downturns in the economy and capital markets as well as the highly
competitive environment in online retail financial services.


EMERITUS CORP: June 30 Balance Sheet Upside-Down by $110 Million
----------------------------------------------------------------
Emeritus Corporation's balance sheet at June 30, 2006 showed
total shareholders' deficit of $$110,786,000 from total assets of
$720,775,000 and total liabilities of $831,561,000.

The Company's June 30 balance sheet also showed strained liquidity
with $61,572,000 in total current assets and $90,116,000 in total
current liabilities.

For the three months ended June 30, 2006, the Company reported
net loss of $7,615,000 from total operating revenues of
$103,673,000.

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

               http://researcharchives.com/t/s?1012

Based in Seattle, Washington, Emeritus Corporation (AMEX: ESC) --
http://www.emeritus.com/-- provides assisted living and related
services to seniors throughout the United States.  Emeritus holds
interests in 183 communities representing capacity for
approximately 18,500 residents in 35 states.


ENDOCARE INC: Posts $708,000 Net Loss in Second Quarter of 2006
---------------------------------------------------------------
Endocare, Inc., reported that the growing number of cryoablation
procedures and a strong increase in gross margins resulted in a
continued reduction in operating loss from continuing operations
in the second quarter ended June 30, 2006.  Results from
continuing operations exclude the results of the Timm Medical
unit, which was divested in February 2006.

                      Second Quarter Results

The number of domestic cryoablation procedures performed grew
19.6% to 1,938 in the 2006 second quarter from 1,620 in the prior
year period.

"While we expect that individual quarters will continue to show
varied growth rates going forward, we are pleased by our procedure
growth in the second quarter," Endocare chairman and chief
executive officer Craig T. Davenport said.

"Significantly, procedures increased more than 10% sequentially
from 1,761 in the 2006 first quarter."

With respect to one of the strategic business model changes
underway at the Company, Mr. Davenport said the Company's
migration away from being a service provider toward a more
conventional medical device manufacturer focused on sales of its
cryoablation disposable products again resulted in improved
results for the quarter.

This revenue mix shift is the result of a strategic change to the
business model that will result in top line growth that lags
procedure growth in the short-term, but should result in a more
scalable and profitable organization in the long-term following
the transition.

In the 2006 second quarter, sales of disposable products accounted
for 66.5% of total procedures, up significantly from 39.6% in the
corresponding 2005 period and sequentially up from 49.9% in the
2006 first quarter.

Due primarily to the changing product mix, total revenues
from continuing operations for the 2006 second quarter were
$6.9 million, which is the same as the total revenues for the 2005
second quarter.

For continuing operations, the transition in mix had a positive
impact on gross margins, which increased to 52.9% compared to
43.3% in the 2005 second quarter and up sequentially from 48.1% in
the first quarter of 2006.

"Gross profit in this year's second quarter increased from the
2006 first quarter by $158,000, even though relinquishing service-
related fees in the 2006 second quarter caused a sequential
decline in revenues of approximately $354,000, chief financial
officer Michael R. Rodriguez said.

"This improvement in gross profit was driven primarily by the 10%
sequential increase in procedures, as well as the increase to
66.5% in the percentage of procedures for which we simply sell our
cryoablation disposable products."

Operating expenses from continuing operations for the 2006 second
quarter were $6.5 million, down from the $7.2 million in the 2005
second quarter and from the $8.8 million in the first quarter of
this year.  Included in the 2006 second quarter operating expense
was an $870,000 expense reversal that resulted from reducing a
payroll tax liability for which the Company no longer bears
liability.

Loss from continuing operations in the second quarter of 2006 was
$708,000, which includes the $870,000 reduction of the payroll tax
liability as well as a $1.9 million reduction of interest expense
related to the change in the fair market value of common stock
warrants issued in connection with the Company's March 2005
private placement.  This compares with a loss from continuing
operations of $4.2 million in the 2005 period.

The balance sheet as of June 30, 2006, showed cash and cash
equivalents of $8.0 million, total assets of $22.1 million and
total stockholders' equity of $9.3 million.

Cash use in the 2006 second quarter was $3.1 million, including
the $750,000 paid to an escrow account in connection with the
Company's settlement with the Securities and Exchange Commission,
as well as $360,000 from an additional payroll paid on the last
business day of the quarter due to the July 4 holiday.

                       SEC & DOJ Settlements

The Company consented to a judgment in favor of the Securities and
Exchange Commission on July 14, 2006, and entered into a non-
prosecution agreement with the Department of Justice on July 18,
2006.

These two agreements effectively resolve with respect to the
Company the investigations begun by the SEC and the DOJ in January
2003.

Under the terms of the consent judgment with the SEC, the Company,
without admitting or denying any wrongdoing, agreed to pay a total
of $750,000 in civil penalties and is enjoined from future
violations of securities laws.

Subject to the terms of the non-prosecution agreement with the
DOJ, the United States Attorney's Office for the Central District
of California has agreed not to prosecute the Company for any
crimes committed by the Company's employees relating to the DOJ's
investigation.

The non-prosecution agreement will become final and irrevocable on
Jan. 1, 2007.  The investigations conducted by the SEC and the DOJ
relative to certain former officers and directors of the Company
are ongoing, and are not affected by the Company's settlements
with the SEC and the DOJ.

            Stock Option Administration Internal Review

Given the recent announcements by numerous companies and the SEC's
current focus on stock option plan administration, the Company's
Audit Committee requested that management conduct an internal
review of the Company's historical stock option practices, the
timing of stock option grants, and related accounting and
documentation.

Based on this review, management identified several stock option
grants made between 1997 and 2002 for which the actual measurement
dates appeared to differ from the recorded grant dates.

Management analyzed the potential accounting impact, assuming that
the measurement dates for these option grants differ from the
recorded grant dates, and concluded that the financial impact did
not necessitate adjustment to or restatement of the Company's
previously-issued financial reports.

Management reported the results of its review to the Company's
Audit Committee and Board of Directors at their regularly
scheduled meetings on July 26, 2006.  Following these meetings,
the Company contacted the SEC and the DOJ and reported its
findings.

On Aug. 1, 2006, the Company met with the SEC staff to discuss the
Company's findings and later received a subpoena from the SEC
staff requesting additional option-related information.

The Company is in the process of responding to this subpoena and
will continue to cooperate fully with the SEC and DOJ and with
their ongoing investigations related to certain former officers
and directors of the Company.

                         Financing Update

The Company expects that it will need to raise additional capital
no later than March 31, 2007, to fund its ongoing operations.  The
Company is exploring a number of alternative means to raise such
capital including an equity financing, debt financing, or a
licensing or other corporate transaction.

                 NASDAQ Application Process Update

The Company is pursuing re-listing on NASDAQ.  On July 20, 2006,
following the settlements with the SEC and DOJ, the Company
submitted its re-listing application to NASDAQ.  There are
numerous listing qualifications that must be met and the Company
believes it should be able to meet all of these qualifications.

Currently, the Company's stock price is below the minimum required
for NASDAQ re-listing.  The Board and management of the Company
have not made the decision if or when the Company would institute
a stock split, but they will continue to monitor and evaluate the
need and appropriateness of doing so based on a number of factors
such as stock price, market conditions, stability of the stock
price and other considerations.

                        Going Concern Doubt

Management says that if the Company fails to adequately address
its liquidity concerns, then its independent auditors may issue a
qualified opinion, to the effect that there is substantial doubt
about the Company's ability to continue as a going concern.

A qualified opinion could itself have a material adverse effect on
its business, financial condition, results of operations and cash
flows.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1013

                          About Endocare

Endocare, Inc. (ENDO.OB) -- http://www.endocare.com/-- is an
innovative medical device company focused on the development of
minimally invasive technologies for tissue and tumor ablation.
Endocare has initially concentrated on developing technologies for
the treatment of prostate cancer and believes that its proprietary
technologies have broad applications across a number of markets,
including the ablation of tumors in the kidney, lung and liver and
treatment of pain resulting from bone metastases.


EVANS INDUSTRIES: Can Provide GE Capital with Adequate Protection
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
allowed Evans Industries, Inc., to pay General Electric Capital
Corp. a one payment of $5,616 for retroactive adequate protection
payments and $1,872 as monthly adequate protection payments to
compensate G.E. Capital for diminution in value of the collateral
in which G.E. Capital holds a security interest.

The Debtor owes G.E. Capital around $824,648 pursuant to certain
promissory notes executed between February 12, 1999 and December
30, 2003 by the Debtor's affiliate, E&H Investments, L.L.C., in
favor of G.E. Capital.  To provide security for its obligations
under the Promissory Notes, E&H granted G.E. Capital a Uniform
Commercial Code security interest in certain equipment.

An appraisal of the collateral, conducted for G.E. Capital by
qualified appraisers Jerome R. Galaszewski and Michael J. Jones,
on or about February 8, 2006 determined the value of the
Collateral using two different valuation methods: (1) Orderly
Liquidation Value; and (2) Forced Liquidation Value.

As of February 8, 2006, the Appraisal reports the OLV and FLV of
the collateral are:

   * OLV, $253,500;
   * FLV, $174,500.

Headquartered in Harvey, Louisiana, Evans Industries, Inc. --
http://www.evansindustriesinc.com/-- manufactures and distributes
steel drums.  The company filed for chapter 11 protection on
April 25, 2006 (Bankr. E.D. La. Case No. 06-10370).  Eric J.
Derbes, Esq., and Melanie M. Mulcahy, Esq., at The Derbes Law
Firm, LLC, represent the Debtor.  C. Davin Boldissar, Esq., at
Locke Liddell & Sapp, LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 and $1 million
and debts between $10 million and $50 million.


FEDERAL-MOGUL: Insurer Says Gilbert Heintz is Not Disinterested
---------------------------------------------------------------
Mt. McKinley Insurance Company, formerly known as Gibraltar
Casualty Company, and Everest Reinsurance Company, formerly known
as Prudential Reinsurance Company, ask the Court to disqualify
Gilbert Heintz & Randolph, LLP, as the Debtors' special insurance
counsel.

Sean J. Bellew, Esq., at Cozen O'Connor, in Wilmington, Delaware,
argues that Gilbert Heintz concurrently represents the Debtors
and individuals holding interests adverse to the Debtors.

According to Mr. Bellew, the same conflicted relationship exists
in the Debtors' cases and in In re Congoleum Corp., 426 F.3d 675
(3d Cir. 2005), in which case Gilbert Heintz was disqualified.

The U.S. Court of Appeals for the Third Circuit disqualified the
firm because it represented the debtor, Congoleum, as "special
insurance counsel," while at the same time representing the
interests of individuals asserting asbestos-related claims
against Congoleum, Mr. Bellew says.

"[Gilbert Heintz's] representation of asbestos claimants in
Congoleum was the result of co-counsel arrangements between [the
firm] and certain plaintiffs' firms representing personal injury
claimants against certain corporate tort defendants, including
Congoleum," Mr. Bellew explains.  "[The firm] simultaneously
represented the debtor and those suing the debtor."

The Third Circuit found these circumstances to be a conflict of
interest violating both Section 327 of the Bankruptcy Code and
applicable disciplinary rules, Mr. Bellew tells Judge Fitzgerald.

Hence, the Insurance Companies assert that the Court should also
make the same ruling in the Debtors' cases.

To the extent the Court does not yet believe the record suffices
to grant their request, the Insurance Companies seek the Court's
permission to conduct discovery into the issues raised in their
request.

            Gilbert Heintz Says Motion is Baseless

Counsel for Gilbert Heintz, Alan E. Kraus, Esq., at Latham &
Watkins LLP, points out that Mt. McKinley and Everest Reinsurance
failed to note that the Court has already concluded that the firm
has no conflict of interest and is disinterested pursuant to a
ruling in In re ACandS, Inc., Case No. 02-12678 (JFK).

In ACandS, the Court, concluding that Gilbert Heintz does not
have a conflict, denied a request disqualifying the firm.

Gilbert Heintz believes that the Insurers' reliance on the Third
Circuits decision in Congoleum is misplaced.

In Congoleum, Mr. Kraus notes, the Third Circuit found that a
conflict existed because of the firm's prepetition activities in
negotiating a claimant settlement between the debtor and the
claimants.  In the Debtors' Chapter 11 cases however, the firm
had no role in negotiating any claimant settlements, Mr. Kraus
continues.  Thus, the Court's findings in Congoleum do not apply
to the current circumstances.

Additionally, Mr. Kraus argues that contrary to the Insurers'
insinuations, Gilbert Heintz's representation of the Debtors has
been limited to:

   -- counseling the Debtors on insurance issues, including as
      those issues impact any proposed plan of reorganization;
      and

   -- handling insurance-related litigation and settlement
      negotiations.

Mr. Kraus insists that, in the Debtors cases, Gilbert Heintz has
had no role in settling, valuing or determining qualification
criteria for any asbestos claims, and the firm has not advised
the Debtors on how their assets could be divided among competing
creditors.

Gilbert Heintz asks Judge Fitzgerald to deny the request
summarily.

                   Debtors Want Request Denied

The Debtors contend that the Insurance Companies' arguments have
no merit.  Furthermore, the Debtors believe that the
disqualification request, coming almost five years after the
Court issued a final order authorizing the Debtors to employ the
firm, represents an improper and abusive litigation tactic by
reaping an unfair advantage over them and the other Plan
Proponents.

The undisputed facts, the Debtors assert, are that they employed
Gilbert Heintz at the outset of their Chapter 11 cases upon
written application to serve as "Special Counsel" -- an
application that was timely filed and supported by the firm's
declaration of no adverse interest and disclosure of relevant
contacts, and to which there have been no objections.

The Court's approval of the firm's employment is now final and
non-appealable, Scotta E. McFarland, Esq., at Pachulski Stang
Ziehl Young Jones & Weintraub LLP, in Wilmington, Delaware,
argues.

The Debtors further assert that Gilbert Heintz has played an
important, albeit limited, role as special insurance counsel in
their Chapter 11 cases and has rendered services at all times
within the scope of its employment.

According to Ms. McFarland, the disqualification request is
designed to achieve two illegitimate goals:

   1. Delay the Debtors' efforts to negotiate, propose and
      confirm a plan of reorganization that incorporates
      the Debtors' insurance assets; and

   2. Further delay Mt. McKinley and Everest Reinsurance's
      performance of its obligations under the prepetition
      contracts of insurance paid for by, and written for the
      benefit of, the Debtors and their predecessors.

Accordingly, the Debtors ask the Court to deny the
disqualification request.

                      About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 112; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FEDERAL-MOGUL: Wants to Enter Into Hercules Payment Agency Pact
---------------------------------------------------------------
Federal-Mogul Corporation, T&N Limited, Ferodo America, Inc. and
Gasket Holdings Inc., together with the Official Committee of
Asbestos Claimants and Professor Eric D. Green, as the duly
appointed legal representative for future asbestos-related
personal injury claimants, seek the authority of the United States
Bankruptcy Court for the District of Delaware to enter into a
payment agency agreement relating to the Hercules asbestos
liability policy.

The core of the Hercules Agreement, James E. O'Neill, Esq., at
Pachulski Stang Ziehl Young Jones & Weintraub LLP, in Wilmington,
Delaware, says, is the provision of a mechanism for distribution
of recoveries obtained under the Hercules Policy to:

   1. a trust to be established for the Debtors' U.K. and certain
      non-U.K. asbestos personal injury claimants; and

   2. a trust to be established for the Debtors' U.S. and certain
      non-U.S. asbestos personal injury claimants.

The distribution will be made in accordance with the division of
insurance recoveries that the Court previously approved as part
of the U.K. Global Settlement Agreement, Mr. O'Neill adds.

The Hercules Agreement is conditioned on the approval of the U.K.
Debtors' company voluntary arrangements that, among others,
establish the priority scheme of the distribution of the Hercules
Recoveries.
                         Hercules Policy

The Hercules Policy obligates the insurer to indemnify T&N for
all "Ultimate Net Loss" in excess of the retained limit, without
limitation, for claims made or brought on or after July 1, 1996,
that relate to the exposure of asbestos, asbestos products,
asbestos dust, or asbestos fibers that were mined, manufactured,
sold, installed or distributed prior to July 1, 1996.

The Policy covers liabilities of T&N as well as certain T&N
subsidiaries and subsidiary undertakings existing on July 1,
1996.  However, T&N is the sole policyholder and is the only
entity entitled to payment under the policy -- although it may be
the case that GHI and Ferodo are entitled to a certain proportion
of the Hercules Recoveries once they have been paid to T&N.

The Hercules Policy has an aggregate limit of GBP500 million --
approximately $895 million -- with a retained limit of
GBP690 million -- approximately $1.235 billion.  The retained
limit has diminished to GBP361,802,160.  Thus, before either the
U.K. Asbestos Trust or the U.S. Asbestos Trust can access
coverage under the policy, the retention must be exhausted.

The Policy, purchased by T&N in 1996, is underwritten by T&N's
captive insurance company, Curzon Insurance, Ltd., and reinsured
by three reinsurance companies.

                 Hercules Payment Agency Agreement

The parties to the Hercules Agreement are:

   -- T&N

   -- the U.K. Administrators

   -- Phillip Rodney Sykes and Jeremy Mark Willmont;

   -- the T&N Asbestos Trustee Company Limited -- the U.K.
      Asbestos Trustee;

   -- the Asbestos Committee;

   -- the Futures Representative;

   -- Federal-Mogul; and

   -- Ferodo and GHI, potential additional beneficiaries.

Messrs. Sykes and Willmont will serve as payment agents under the
Hercules Agreement, acting solely as agents of T&N, the U.K.
Asbestos Trustee and the U.S. Asbestos Trust, once the U.S.
Asbestos Trustee has acceded to the Hercules Agreement.

The Hercules Agreement contemplates that after the creation of
the U.S. Asbestos Trust, the U.S. Asbestos Trustees will accede
to the Agreement.  Upon the trustee's accession, the U.S.
Asbestos Trust will be deemed to be a party in place of the
Asbestos Committee, the Futures Representative, Ferodo and GHI.

Even after they will be substituted by the U.S. Asbestos Trust,
the Asbestos Committee and the Futures Representative will
maintain rights to:

   a. consult with the Payment Agents and the U.K. Asbestos
      Trustee in determining an appropriate reserve to pay claims
      handling costs or costs associated with obtaining the
      Hercules Recoveries;

   b. act unanimously and instruct the Payment Agents in
      investing any funds held prior to the establishment of the
      U.S. Asbestos Trust;

   c. consult with the U.K. Asbestos Trustee regarding any
      remuneration to be paid to the Payment Agents;

   d. notify the Payment Agents if no further Hercules Recoveries
      will be paid; and

   e. together with T&N and the U.K. Asbestos Trustee, terminate
      either or both Payment Agent(s) and participate in the
      appointment of successor Payment Agents.

The competing interests of the U.S. and the U.K. Asbestos Trusts
and T&N in the Hercules Recoveries necessitate a structure where
the recoveries are administered and distributed by a third-party,
Mr. O'Neill tells the Court.  Pursuant to the terms of the CVAs
-- and, after it comes into effect, the Debtors' Plan of
Reorganization -- Mr. O'Neill says T&N will hold in trust all
recoveries obtained under the Hercules Policy for the ultimate
benefit of asbestos personal injury claimants.  If T&N should
receive any Hercules Recoveries, those amounts will be held in
trust by T&N for the Payment Agents.  Any Hercules Recoveries
received by T&N will be held by T&N in an account in its name --
the Hercules Receipt Account -- from which the Payment Agents
will have sole authority to transfer or withdraw funds.

The Payment Agents will collect all Hercules Recoveries into an
account to be established jointly in the names of the U.K.
Asbestos Trustee and the U.K. Asbestos Trust -- the Hercules
Waterfall Account.  The Payment Agents will give instructions to
the bank at which the Hercules Receipt Account is maintained to
transfer all funds in the Hercules Receipt Account to the
Hercules Waterfall Account on the day the funds are received,
ensuring that Hercules Recoveries are aggregated as soon as
possible into the Hercules Waterfall Account.

A full-text copy of the Hercules Agreement is available for free
at http://ResearchArchives.com/t/s?101e

              Agreement is Ministerial but Necessary

GHI and Ferodo are parties to the Hercules Agreement because they
may ultimately be determined to be entitled to a portion of the
Hercules Recoveries and, accordingly, have an interest in
preserving those recoveries pending the creation of the U.S.
Asbestos Trusts, Mr. O'Neill explains.

Federal-Mogul will enter into the Agreement as the parent company
of all of the Debtors, and because it has certain
responsibilities and rights under the Agreement.

The Debtors assert that entering into the Hercules Agreement is
largely ministerial, but nonetheless necessary.  The Agreement
provides for fair, third-party control over the Hercules
Recoveries are allocated as contemplated in the U.K. Global
Settlement, the CVAs and, when effective, the Debtors' Plan of
Reorganization.

Because the Debtors believe that the U.K. Asbestos Trust will be
established before the U.S. Asbestos Trust, they believe it is
necessary for the parties to enter into the Hercules Agreement
now and provide for the possibility that T&N may receive Hercules
Recoveries before the U.S. Trust is established.  Hence, the
Debtors, the Asbestos Committee and the Futures Representative
want to enter into the Agreement because it is possible that the
Hercules Recoveries will come into the Payment Agents' control
before the U.S. Asbestos Trust is established.

                      About Federal-Mogul

Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is one of the world's largest
automotive parts companies with worldwide revenue of some
$6 billion.  The Company filed for chapter 11 protection on
Oct. 1, 2001 (Bankr. Del. Case No. 01-10582).  Lawrence J. Nyhan
Esq., James F. Conlan Esq., and Kevin T. Lantry Esq., at Sidley
Austin Brown & Wood, and Laura Davis Jones Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  When the Debtors filed
for protection from their creditors, they listed $10.15 billion
in assets and $8.86 billion in liabilities.  Federal-Mogul
Corp.'s U.K. affiliate, Turner & Newall, is based at Dudley Hill,
Bradford. Peter D. Wolfson, Esq., at Sonnenschein Nath &
Rosenthal; and Charlene D. Davis, Esq., Ashley B. Stitzer, Esq.,
and Eric M. Sutty, Esq., at The Bayard Firm represent the Official
Committee of Unsecured Creditors.  (Federal-Mogul Bankruptcy News,
Issue No. 112; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FISCHER IMAGING: Files Chapter 11 Petition & Sells Assets
---------------------------------------------------------
Fischer Imaging Corporation signed a definitive agreement to sell
its RE&S business, which includes EP/SPX, VersaRad and Bloom, to
Byers Peak, Inc.

Fischer signed an asset purchase agreement with Byers Peak on
Aug. 21, 2006.  The assets to be sold are all of Fischer's right,
title and interest in and to the VersaRad Line, the EPX/SPX Line
and the Bloom Line including some related equipment, inventory
(excluding Bloom finished goods inventory), general intangibles
and intellectual property necessary to design, manufacture,
market, sell, distribute, support and repair the Product Lines.
Under the RE&S Agreement, Byers agreed, subject to the fulfillment
of certain conditions, to purchase the RE&S Assets, and assume
service contract and warranty repair obligations for a minimum
purchase price of $260,000, to be paid over a period ending no
later than one year from the date of closing of the transaction.
In addition, Byers agreed to pay Fischer up to another $80,000,
depending on the number of Bloom units sold by Byers during the
year after the Closing.

Under Delaware law, any sale of all or substantially all of
Fischer's assets requires approval by the Company's stockholders.
Fischer's Board has determined that the sale of the assets related
to the RE&S Agreement is considered a sale of all or substantially
all of Fischer's remaining assets.  In order to avoid the expense
and time delay involved in securing stockholder approval and in
light of Fischer's deteriorating financial position, Fischer's
Board elected to file a petition under Chapter 11 of title 11 of
the United States Code in the United States Bankruptcy Court for
the District of Colorado, and the petition was filed on Aug. 22,
2006.  Fischer will immediately move to have the sale under the
RE&S Agreement approved pursuant to Section 363(b) and (f) of the
Bankruptcy Code.  The Company expects it could be up to two months
before the Closing is complete.

Fischer's Board of Directors intends to either file a liquidating
plan of reorganization or convert the Chapter 11 case to a
liquidating case under Chapter 7 of the Bankruptcy Code after the
closing of the RE&S Agreement.  If a Liquidation Plan is filed,
the Liquidation Plan must be approved by creditors, interest
holders and the Bankruptcy Court after notice and a hearing.  It
is contemplated that the Liquidation Plan will provide for the
liquidation or sale of all of Fischer's remaining assets and the
distribution of the proceeds pursuant to the priority scheme
allowed under the Bankruptcy Code.  It is anticipated that in
either a Chapter 11 or Chapter 7 liquidation, the liquidation
process would occur over a one- to two-year period.  Management is
unable to predict whether any amounts will be available for
distribution to stockholders.

Fischer plans to continue to meet its RE&S service and warranty
obligations until the completion of the sale of the RE&S Assets by
utilizing the services of Byers Peak through a manufacturing
services agreement and other contractors.

"We believe this arrangement will provide our RE&S customers with
continued customer support and availability of these products,"
said Dr. Gail Schoettler, Chairperson of the Board of Fischer.

"We are excited about the opportunity and look forward to
continuing to offer and provide the Fischer Imaging products,
services, and warranty coverage to the RE&S markets," Doug Pruett,
Vice President of Byers Peak, said.  "We plan to provide the
latest imaging upgrades for all existing ISS, SPX, and EPX
systems, and offer complete ISS systems including the carbon fiber
surgical imaging table along with an EP imaging system and Bloom
Stimulator.  Based on our core competencies, we see this
opportunity as a logical progression for Byers Peak's long-range
business strategy and believe we are capable of rejuvenating these
products successfully."

                        About Byers Peak

Headquartered in Wheat Ridge, Colorado, Byers Peak, Inc. --
http://www.byerspeak.com/-- provides turnkey contract
manufacturing and related services to the medical device, consumer
and technology marketplaces in an FDA-registered and ISO9001:2000-
certified facility.  Byers Peak's focus is supplying electro-
mechanical devices and subsystems at low to mid volumes.  In
addition to contract assembly services Byers Peak offers repair
depot, refurbishment, distribution and field service.

                      About Fischer Imaging

Headquartered in Northglenn, Colorado, Fischer Imaging Corporation
(Pink Sheets: FIMG) -- http://www.fischerimaging.com/-- services
and manufactures medical imaging systems for the screening and
diagnosis of disease.  Fischer Imaging began producing general-
purpose x-ray imaging systems in 1910 and is the oldest
manufacturer of x-ray imaging devices in the United States.


FOAMEX INTERNATIONAL: Court Extends Removal Period to November 10
-----------------------------------------------------------------
The Honorable Peter J. Walsh of the U.S. Bankruptcy Court for the
District of Delaware extended until Nov. 10, 2006, the period
within which Foamex International Inc. and its debtor-affiliates
must remove civil actions pending as of their chapter 11 filing.

Judge Walsh clarifies that the Court order is without prejudice to
any position the Debtors may take regarding whether Section 362 of
the Bankruptcy Code applies to stay any litigation pending against
them.

Judge Walsh also maintains the Debtors' right to seek further
extensions of the time within which they must remove civil actions
pursuant to Rule 9027 of the Federal Rules of Bankruptcy
Procedure.

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: Can Assume ACE American Insurance Policies
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware allowed
Foamex International Inc. and its debtor-affiliates to assume
their insurance agreements with ACE American Insurance
Company.

The Debtors are deemed to have assumed the prepetition insurance
policies and related agreements provided by ACE American Insurance
Company as of August 7, 2006.

As reported in the Troubled Company Reporter on Aug. 1, 2006,
subject to the Debtors' assumption of the Insurance Agreements,
ACE American has agreed to:

   -- refund the Debtors $1,323,069, representing adjustments
      to the pledged cash collateral, reimbursements and
      premiums they previously paid; and

   -- authorize the reduction of the Letters of Credit by
      $1,016,993.

Judge Walsh notes that there are no defaults that must be cured
under the Insurance Agreements in connection with the assumption.

Judge Walsh also rules that all payment and obligations owing to
ACE American under the Insurance Agreements are accorded
administrative priority status.

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)


FUNCTIONAL RESTORATION: Sells All Assets to Nato for $12.28 Mil.
----------------------------------------------------------------
The United States Bankruptcy Court for the Central District of
California approved the sale of substantially all of Functional
Restoration Medical Center, Inc.'s assets to Nato Fund, Inc., for
$12,280,000 plus the assumption of certain liabilities.

Daniel A Lev, Esq., at SulmeyerKupetz, P.C., at, Los Angeles,
Calif., told the Court that since the Debtor's bankruptcy filing,
the Debtor has attempted to improve its business operations in the
hopes of restructuring its business around certain core centers.
However, due to the external pressures placed on the company, the
Debtor determined that a successful reorganization could be best
achieved through a sale of the entire business.

Nato initially offered around $10.21 million in cash, stock and
assumption of the Debtor's debts, $9.913 million of which is in
cash but a competing bid by FRI I prompted Nato to raise its bid.

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.


GIANT INDUSTRIES: Earns $49.2 Million in Quarter Ended June 30
--------------------------------------------------------------
For the three months ended June 30, 2006, Giant Industries, Inc.
reported net earnings of $49,238,000 from net revenues of
$1,145,279,000.

At June 30, 2006, the Company had total assets of $1,084,440,000,
total liabilities of $646,048,000, and total stockholders' equity
of $438,392,000.

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

               http://researcharchives.com/t/s?100b

Headquartered in Scottsdale, Arizona, Giant Industries, Inc. --
http://www.giant.com/-- is a refiner and marketer of petroleum
products.  Giant owns and operates one Virginia and two New Mexico
crude oil refineries, a crude oil gathering pipeline system based
in Farmington, New Mexico, which services the New Mexico
refineries, finished products distribution terminals in
Albuquerque, New Mexico and Flagstaff, Arizona, a fleet of crude
oil and finished product truck transports, and a chain of retail
service station/convenience stores in New Mexico, Colorado, and
Arizona.  Giant is also the parent Company of Phoenix Fuel Co.
Inc. and Dial Oil Co., both of which are wholesale petroleum
products distributors.

                          *     *     *

Giant Industries Inc's senior subordinate debt and long-term
corporate family rating carry Moody's B3 and B1 ratings
respectively.  The ratings were placed with a stable outlook.

The Company's long-term local and foreign issuer credits carry
Standard & Poor's B+ ratings with a positive outlook.


GLOBAL DOCUGRAPHIX: Wants to Sell Remaining Assets Valued at $3M
----------------------------------------------------------------
Global DocuGraphix, Inc., and Global DocuGraphix USA, Inc., ask
the U.S. Bankruptcy Court for the Northern District of Texas for
permission to sell their remaining assets free and clear of liens.

Michael P. Cooley, Esq., at Gardere Wynne Sewell LLP, in Dallas,
Texas, reminds the Court that after an extensive marketing process
and court-approved auction, the Court approved the sale of a
substantial portion of the Debtors' assets to various buyers on
August 1, 2006.  All sales closed on August 7, 2006.  In the
aggregate, approximately $10.1 million in inventory, receivables,
FF&E and the capital stock of TopForm Software, Inc. were sold for
total cash proceeds of approximately $9.1 million.

To complete the orderly liquidation of the Debtors' estates,
approximately $3 million in assets remain to be sold.  In round
numbers, these assets, excluding the stock of Document Imaging,
Inc. d/b/a GDX Data:

   (1) $2.0 million in accounts receivable;
   (2) $500,000 in inventory; and
   (3) an unknown (but relatively minimal) quantity of furniture,
       fixtures and equipment, vehicles and other miscellaneous
       assets.

These assets are associated with the Debtors' approximately five
remaining, unsold divisions.  In addition, GDI still owns 100% of
the outstanding common stock of GDX Data.

The Debtors also ask the Court to approve procedures governing the
sale of those assets.  A copy of the proposed procedures is
available for free at http://ResearchArchives.com/t/s?100d

The Debtors also want to pay sale-related incentive fee to Alan
Bratton, the Debtors' President and Chief Executive Officer.
General Electric Capital Corporation and Antares Capital
Corporation, the Debtors secured lenders, have agreed to these
sale-related incentive compensation package for Mr. Bratton over
and above his existing compensation:

   (a) $45,000 upon the lenders' receipt of all cash proceeds
       payable in respect of the sales consummated on August 4
       and 7, 2006, excluding the deferred portion of the purchase
       price payable by BNBS, Inc, in each of the two sale
       transactions to which it is a party;

   (b) $85,000 upon the sale, liquidation or other disposition of:

       -- all or substantially all the remaining assets; and
       -- the stock of, or all or substantially all of, GDX Data;

       provided that Mr. Bratton continues to offer his services
       to assist in the sale, liquidation or other disposition.

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.


GLOBAL HOME: D.L. Peterson Wants Leased Vehicles Returned
---------------------------------------------------------
D.L. Peterson Trust asks the United States Bankruptcy Court for
the District of Delaware to compel Global Home Products, LLC, to
surrender possession of all vehicles leased from the Trust back to
the Trust.

John D. Demmy, Esq., at Stevens & Lee, PC, in Wilmington, Del.,
tells the Court that the Debtor leased around 25 vehicles from the
Trust under an open-end lease agreement.   The Debtor rejected the
lease agreement in June 2006.  But only eight vehicles have been
returned.  The Trust demanded for the return of the other 17
vehicles in letter dated July 11, 2006, but the Debtor didn't give
a substantive response.

The Trust also asks the Court to extend the deadline for it to
file a rejection claim.

Mr. Demmy explains that the Trust cannot specifically calculate
its rejection damage claim until all the vehicles have been
recovered and disposed of in accordance with the lease.

Headquartered in Westerville, Ohio, Global Home Products, LLC
-- http://www.anchorhocking.com/and http://www.burnesgroup.com/
--  sells houseware and home products and manufactures high
quality glass products for consumers and the food services
industry.  The company also designs and markets photo frames,
photo albums and related home decor products.  The company and
16 of its affiliates, including Burnes Puerto Rico, Inc., and
Mirro Puerto Rico, Inc., filed for Chapter 11 protection on
Apr. 10, 2006 (Bankr. D. Del. Case No. 06-10340).  Laura Davis
Jones, Esq., Bruce Grohsgal, Esq., James E. O'Neill, Esq., and
Sandra G.M. Selzer, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, represent the Debtors.  Bruce Buechler, Esq., at
Lowenstein Sandler, P.C., represents the Official Committee Of
Unsecured Creditors.  When the company filed for protection from
their creditors, they estimated assets between $50 million and
$100 million and estimated debts of more than $100 million.


GOLDSPRING INC: June 30 Balance Sheet Upside-Down by $14 Million
----------------------------------------------------------------
Goldspring, Inc., filed its second quarter financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 14, 2006.

The Company reported a $1,111,736 net loss on $125,454 of revenues
for the second quarter ended June 30, 2006, compared with a
$2,793,623 net loss on $691,861 of revenues for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $3,836,619 in
total assets and $17,850,973 in total liabilities, resulting in a
$14,014,354 shareholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $908,858 in total current assets available to pay $17,124,160
in total current liabilities coming due within the next 12 months.

               Unfulfilled Note Conversion Requests

During July and early August 2006, the Company received conversion
notices from investors to convert principal and interest of
certain convertible debentures valued at $1,296,116 into
140,648,283 shares of Common Stock.

As the Company had issued all of its authorized Common Stock by
the end of June 2006, it was unable to honor the conversion
notices and is therefore in default of its obligations under such
debentures.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1017

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 30, 2006,
Jewett, Schwartz & Associates, in Hollywood, Florida, raised
substantial doubt about Goldspring, 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
auditing firm pointed to the Company's operating losses and
working capital deficit.

                         About Goldspring

Goldspring, Inc. (OTCBB:GSPG.OB) -- http://www.goldspring.us/--  
is a North American precious metals mining company with an
operating gold and silver mine in northern Nevada.  The primary
nature of its business is the exploration and development of
mineral producing properties.


H.J. HEINZ: High Debt Levels Cue Moody's to Downgrade Ratings
-------------------------------------------------------------
Moody's Investors Service downgraded the long term debt ratings of
H.J. Heinz Company and its subsidiaries' senior unsecured debt to
Baa2 from Baa1, preferred stock to Ba1 from Baa3 and retained the
negative rating outlook.  The Prime-2 short-term rating of H.J.
Heinz Company was affirmed.

This rating action concludes the review that began on June 5, 2006
following Heinz's announcement of a 16.7% dividend increase and
its plan to repurchase $1 billion of its shares over the next two
years as part of a new aggressive restructuring plan.  This latest
plan was crafted in response to an earlier, even more aggressive,
proposal submitted to the Heinz board by an investor group led by
shareholder Nelson Peltz who controls 5.4% of Heinz's shares.  The
Peltz team could win seats on the board of directors, an issue
that is expected to be settled next month after all the ballots
are tallied.

The downgrade reflects:

   1) Heinz's adoption of a more aggressive financial policy that
      includes a high dividend payout and debt-financed share
      repurchases;

   2) overall weak credit metrics for the Baa category that are
      likely to deteriorate further due to higher debt levels;
      and

   3) the risk of greater short-term shareholder focus at the
      expense of bondholders following the challenges to existing
      management strategy mounted by the Trian Group.

The global strength of the Heinz brand, moderate product and
geographic diversity, good cash flow generation and strong
liquidity are all better than Heinz's assigned senior unsecured
rating of Baa2.  However, Heinz's ratings are driven down by
uneven performance in key operating segments, such as U.S.
foodservice, and in Europe; an inconsistent business
strategy, in Moody's view, that has led to a series of
major restructurings, acquisitions and asset sales; and an
aggressive financial policy that has favored shareholders
at a time when debt protection has been deteriorating, and
which scores at the Ba level.

The negative outlook reflects the uncertain outcome of ongoing
challenges to the current management team being mounted by Nelson
Peltz's Trian Group, which could result in more aggressive
financial policy, greater risk in the execution of its operating
strategy, and changes in management direction.  Heinz has little
cushion in the ratings for further share repurchases, large
acquisitions, or weakening operating performance.

A downgrade could occur if financial policy were to become
more aggressive and the execution risk in the company's operating
strategy were to increase as a result of shareholder challenges to
the current management team and board.  Additionally, ratings
could be lowered if there were deterioration in Heinz's core
businesses, or if the company were unable to achieve the operating
performance goals outlined in its plan.  Quantitatively, ratings
could be lowered if Retained Cash
Flow Debt fell below 12% or EBIT fell materially below 4.

The ratings outlook could return to stable if Heinz demonstrated
stability in the composition and operating performance of its core
portfolio; and moderated its financial policy to strike a more
equitable balance between shareholder and bondholder interests.
Quantitatively, Heinz would need to achieve Retained Cash Flow
Debt of at least 15% and EBIT approaching 5 before the outlook
would stabilize.

Founded in 1869, H. J. Heinz Company markets and produces
branded foods in ketchup, condiments, sauces, meals, soups,
seafood, snacks and infant foods. Key brands include Heinz(R)
Ketchup, sauces, soups, beans, pasta and infant foods, Ore-Ida(R)
French Fries and roasted potatoes, Boston Market(R) and Smart
Ones(R) meals and Plasmon(R) baby food.  Heinz's 50 companies have
number-one or number-two brands in 200 countries.  H.J.
Heinz Company is located in Pittsburgh, Pennsylvania.


HARDWOOD P-G: Selling Pennsylvania Property for $98,500
-------------------------------------------------------
Hardwood P-G Inc. and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Western District of Texas
to sell their real property in Oil City, Pennsylvania free and
clear of liens, claims, encumbrances and other interests.

The Court approved the sale of the real property for $98,500.

As reported in the Troubled Company Reporter on Aug. 9, 2006,
The Oil City facility has been closed and the Debtors have no need
for the property.  The Oil City facility used to house the
Debtors' employees in their out of town assignments.

The Debtors received a proposal from David Hippensteil to purchase
the property for $80,250 in cash, less the expenses and
commissions to be paid in full in good funds by Aug. 25, 2006.

Headquartered in San Antonio, Texas, Hardwood P-G, Inc., aka
Custom Forest Products -- http://www.customforestonline.com/--  
sell and deliver local and exotic hardwoods.  The Company and two
debtor-affiliates filed for chapter 11 protection on Jan. 9, 2006
(Bankr. W.D. Tex. Case No. 06-50057) David S. Gragg., Esq., at
Langley & Banack, Inc., represents the Debtors.  The firm of
Haynes and Boone LLP represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $37 million in total assets and
$80,417,456 in total debts.


HINES NURSERIES: Reduced Liquidity Cues Moody's to Lower Ratings
----------------------------------------------------------------
Moody's Investors Service lowered its ratings on Hines Nurseries
including the company's corporate family rating  to B3 from B2,
$100 million senior unsecured revolving credit facility to B2 from
B1 and $175 million senior unsecured notes to Caa2 from B3.

Moody's also revised the ratings outlook to negative from stable.
These actions follow the company's announcement of second quarter
results which showed continued reductions in revenue, earnings and
free cash flow and materially reduced liquidity.

Hines' B3 corporate family rating reflects the company's extremely
weak financial metrics, limited free cash flow and inherent
volatility in its revenues and earnings given the highly seasonal
and competitive commercial nursery industry.  Hines' rating is
supported by its strong market position as one of only two
national players in a highly fragmented and regionally-focused
industry, as well as its long-standing, albeit highly concentrated
position, with key home center and mass retailers.  In addition,
Moody's recognizes the company's long operating history, proven
service capabilities, and reputation for quality and innovation.

While Moody's notes that management has taken several necessary
steps to realign the business and has used proceeds from asset
sales to reduce debt, structural changes in the way the company
sells and manages certain inventory with its largest retailer
combined with heightened competitive activity from regional
participants, has significantly increased the operating risks
of the company's core business.  In addition, Hines faces
significant capital investment requirements over the next several
years at a time of breakeven earnings performance which further
reduces the likelihood of significant debt reduction.  While
additional asset sales are expected, Moody's notes that revenues
will also decline due to the loss of these businesses albeit
margins are likely to improve as these operations were operating
at breakeven levels.

More importantly, Hines liquidity has been significantly limited
by the restrictions on availability under the company's asset
based revolver with proceeds from potential asset sales likely
needed to fund operating losses and seasonal working capital needs
or repay bank borrowings. Moody's does not anticipate
any meaningful debt reduction over the near-term.

The negative outlook reflects the potential for further margin
deterioration due to competitive market conditions, retailer
initiatives, as well as the near-term financial challenges the
company faces in complying with requirements under the company's
revolving credit agreement to build liquidity and reduce debt
through asset sales by December 2006.  The widening in the spread
to two notches for the senior unsecured notes reflects the
potential for a greater loss in a distressed scenario.

Further negative rating actions could be possible if Hines
financial performance continues to deteriorate from the company's
latest financial plan resulting in negative free cash flow for an
extended period of time or its access to short-term financing
becomes restricted.  Potential drivers under this scenario could
be heightened competitive activity, a loss or reduction in sales
from an important retail customer, or failure to complete required
asset sales in a timely manner.  An upgrade to the company's
ratings is unlikely in the near-term given the expectation of
limited debt reduction needed to provide more cushion against the
inherent volatility of its business.

To stabilize the outlook, Hines would need to demonstrate
significant improvement in earnings and generate positive free
cash flow while reducing leverage to below 7.5x.  In addition,
Moody's would also need to see some stabilization in the current
competitive market conditions and a more permanent resolution of
regarding the company's short term financing options.

Headquartered in Irvine, California, Hines Nurseries, Inc.
is the largest commercial nursery operator in the United
States.  The company's 13 strategically located nurseries
produce approximately 5,500 plan varieties and serve 8,000
retail and commercial customer locations.  Hines is a wholly-owned
subsidiary of Hines Horticulture, Inc, which in turn
is 53.4% owned by affiliates of Madison Dearborn Partners.
Revenues and adjusted EBITDA for the last twelve month
period ended June 2006 were approximately $299 million and $14
million, respectively.


HOLLINGER INC: Provides Supplemental Financial Data as of Aug. 4
----------------------------------------------------------------
Hollinger Inc. has been unable to file its annual financial
statements, Management's Discussion & Analysis and Annual
Information Form for the years ended Dec. 31, 2003, 2004 and 2005
on a timely basis as required by Canadian securities legislation.

Hollinger has not filed its interim financial statements for the
fiscal quarters ended March 31, June 30 and Sept. 30 in each of
its 2004 and 2005 fiscal years.  Also, Hollinger has not filed its
financial statements for the period ended March 31, 2006.  The
Audit Committee is working with the auditors, and discussing with
regulators, various alternatives to return its financial reporting
requirements to current status.

                 Supplemental Financial Information

As of the close of business on Aug. 4, 2006, Hollinger and its
subsidiaries - other than Sun-Times and its subsidiaries - had
approximately $40.1 million of cash or cash equivalents on hand,
including restricted cash.

At that date, Hollinger owned, directly or indirectly, 782,923
shares of Class A Common Stock and 14,990,000 shares of Class B
Common Stock of Sun-Times.  Based on the Aug. 4, 2006 closing
price of the shares of Class A Common Stock of Sun-Times on the
NYSE of $8.09, the market value of Hollinger's direct and indirect
holdings in Sun-Times was $127.6 million.  All of Hollinger's
direct and indirect interest in the shares of Class A Common Stock
of Sun-Times is being held in escrow in support of future
retractions of its Series II Preference Shares.  All of
Hollinger's direct and indirect interest in the shares of Class B
Common Stock of Sun-Times is pledged as security in connection
with the senior notes and the second senior notes.

In addition to the cash or cash equivalents on hand, Hollinger has
previously deposited approximately CDN$8.8 million in trust with
the law firm of Aird & Berlis LLP, as trustee, in support of
Hollinger's indemnification obligations to six former independent
directors and two current officers.  In addition, CDN$753,000 has
been deposited in escrow with the law firm of Davies Ward Phillips
& Vineberg LLP in support of the obligations of a certain
Hollinger subsidiary.

As of Aug. 4, 2006, there was approximately $121.3 million
aggregate collateral securing the $78 million principal amount of
the Senior Notes and the $15 million principal amount of the
Second Senior Notes outstanding.

            Ravelston Receivership and CCAA Proceedings

On April 20, 2005, the Court issued two orders by which The
Ravelston Corporation Limited and Ravelston Management Inc. were:

     a) placed in receivership pursuant to the Bankruptcy &
        Insolvency Act (Canada) and the Courts of Justice Act
        (Ontario); and

     b) granted protection pursuant to the Companies' Creditors
        Arrangement Act (Canada).

RSM Richter Inc. was appointed receiver and manager of all of the
property, assets and undertakings of Ravelston and RMI.  Ravelston
holds approximately 16.5% of the outstanding Retractable Common
Shares of Hollinger.

On May 18, 2005, the Court further ordered that the Receivership
Order and the CCAA Order be extended to include Argus Corporation
Limited and its five subsidiary companies which collectively own,
directly or indirectly, 61.8% of the outstanding Retractable
Common Shares and approximately 4% of the Series II Preference
Shares of Hollinger (collectively, Argus Corporation Limited and
its five subsidiary companies, as well as Ravelston and RMI are
referred to as the "Ravelston Entities").

On June 12, 2006, the Court appointed Richter as receiver and
manager and interim receiver of all the property, assets and
undertaking of Argent News Inc., a wholly owned subsidiary of
Ravelston.  The Ravelston Entities own, in aggregate,
approximately 78% of the outstanding Retractable Common Shares and
approximately 4% of the Series II Preference Shares of Hollinger.

The Court has extended the stay of proceedings against the
Ravelston Entities to September 29, 2006.

                        About Hollinger Inc.

Toronto, Ontario-based Hollinger Inc.'s (TSX: HLG.C)(TSX:
HLG.PR.B) -- http://www.hollingerinc.com/-- principal asset is
its 66.8% voting and 17.4% equity interest in Hollinger
International, a newspaper publisher with assets, which include
the Chicago Sun-Times and a large number of community newspapers
in the Chicago area.  Hollinger also owns a portfolio of
commercial real estate in Canada.

                          Litigation Risks

Hollinger, Inc., faces various court cases and investigations:

   (1) a consolidated class action complaint filed in Chicago,
       Illinois;

   (2) a class action lawsuit that was filed in the Saskatchewan
       Court of Queen's Bench on September 7, 2004;

   (3) a $425,000,000 fraud and damage suit filed in the State
       of Illinois by International;

   (4) a lawsuit seeking enforcement of a November 15, 2003,
       restructuring proposal to uphold a Shareholders' Rights
       Plan, a declaration that corporate by-laws were invalid and
       to prevent the closing of a certain transaction;

   (5) a lawsuit filed by International seeking injunctive relief
       for the return of documents of which it claims ownership;

   (6) a $5,000,000 damage action commenced by a lessor of an
       aircraft lease, in which Hollinger was the guarantor;

   (7) an action commenced by the United States Securities and
       Exchange Commission on November 15, 2004, seeking
       injunctive, monetary and other equitable relief; and

   (8) investigation by the enforcement division of the OSC


INTEGRATED HEALTH: Acquisition Wants to Correct U.S. Pact Error
---------------------------------------------------------------
As of February 2, 2000, I.H.S. Acquisition No. 171, Inc., was the
licensee for a specialty care hospital known as HSH El Paso.  IHS
Acquisition also held the Medicare provider agreement for the
hospital.

IHS Acquisition is owned by Lyric Health Care Holdings III, Inc.,
which is owned by Lyric Health Care LLC, none of which are debtors
in Integrated Health Services, Inc.' Chapter 11 cases.

IHS Acquisition had a pending appeal of its Medicare Program
reimbursement before the Provider Reimbursement Review Board
pursuant to 42 U.S.C. Section 1395 and 42 CFR Section 405.1801,
docketed as PRRB Case No. 99-1342, involving fiscal year ended
March 31, 1996, relates Louis J. Capozzi, Jr., Esq., at Capozzi
and Associates, P.C., in Harrisburg, Pennsylvania.

In its May 12, 2003 Order confirming the Debtors' Amended Joint
Plan of Reorganization, the U.S. Bankruptcy Court for the District
of Delaware authorized the Debtors and the holders of the United
States Claims to enter into a Global Settlement Agreement included
in the Plan Supplement.

Mr. Capozzi says that IHS Acquisition, Lyric Health Care Holdings
and Lyric Health Care were not parties to the Global Settlement.

The Settlement was intended to result in the withdrawal of many
PRRB appeals involving Integrated Health-covered entities, which
are defined in the Settlement as the facilities for which a
Debtor in the bankruptcy cases was the named provider or for which
a Debtor was the owner of the named provider as of the Petition
Date.  One of the PRRB appeals that is included in exhibit E of
the Global Settlement is the FYE March 31, 1996 appeal for HSH-El
Paso, under Provider No. 45-2035 and Case No. 99-1342.

By correspondence dated October 2, 2003, W. Bradley Bennett, IHS'
chief financial officer, requested the PRRB to dismiss Case No.
99-1342 pursuant to the Settlement, which the PRRB did.   The
Global Settlement did not include as subject to dismissal other
PRRB matters involving IHS Acquisition then pending, including the
HSH El Paso appeal for FYE March 31, 1997, then pending at PRRB
Case No. 00-1463 and other PRRB appeals involving other facilities
owned by Lyric Health Care Holdings and Lyric Health Care LLC,
including Case Nos. 00-0415 and Case No. 98-2559, Mr. Capozzi
relates.

Under the Global Settlement, the Debtors have the authority to
have the pending PRRB appeals dismissed, however, IHS Acquisition
and Lyric Health Care Holding III, Lyric Health Care LLC had not
given authorization to dismiss any pending PRRB appeals as they
relate to facilities they owned and operated.

Accordingly, IHS Acquisition asks the Bankruptcy Court to declare
that the inclusion of HSH El Paso's FYE March 31, 1996 PRRB appeal
in the Global Settlement was an error and declare that the
inclusion of that appeal is void and cannot be enforced in any
other proceeding.

Mr. Capozzi notes that the Reservation Clause in the Global
Settlement expressly limits the application of the Settlement to
covered entities, and the Settlement is internally inconsistent
concerning the status of HSH El Paso, since it includes one of the
facility's appeals in Exhibit E but excludes the same facility's
appeal for the next fiscal period.

IHS Acquisition's PRRB appeal for FYE March 31, 1997 has been
amicably resolved without a hearing and it believes that it can
similarly resolve the FYE March 31, 1996 appeal issues once the
appeal is reinstated.

Integrated Health was able to dismiss IHS Acquisition's FYE
March 31, 1996 appeal before the PRRB only because IHS formerly
managed the facility involved and had been IHS Acquisition's
"legal representative" for that appeal, Mr. Capozzi relates notes.

By correspondence dated April 20, 2006, IHS Acquisition requested
the concurrence of the parties to the Global Settlement that the
inclusion of HSH El Paso's FYE March 31, 1996 PPRB at Case No.
99-1342 was an error by the parties and should be corrected to
permit the facility's PRRB appeal to be reinstated pursuant to 42
CFR Section 405.1885.

The PRRB has requested that the issue about the error be resolved
among the parties if possible prior to IHS Acquisition's filing of
a petition for reopening of Case No. 99-1342, which must be filed
by October 2, 2006, three years after the PRRB dismissed the
appeal pursuant to the request filed by Mr. Bennett.

IHS Acquisition maintains that the only logical explanation for
the error of including PRRB Case No. 99-1342 in the Global
Settlement is a mutual mistake of facts by the parties to the
Settlement.

                         Responses

(1) IHS Liquidating LLC

IHS Acquisition appears to be asking the Court to modify its
Order confirming the Debtors' Plan and the Global Settlement
Agreement, which could impact IHS Liquidating LLC and the
creditors entitled to receive distributions, notes Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP in
Wilmington, Delaware.

Mr. Brady asserts that IHS Acquisition's request is effectively
time-barred because almost three years have passed since the Plan
and the Global Settlement became effective and the Plan has been
substantially consummated and cannot be modified.  This
contention, according to Mr. Brady, is supported by Section 1144
of the Bankruptcy Code that provides a six-month window to revoke
a confirmation order on grounds of fraud, and Rule 60(b) of the
Federal Rules of Civil Procedure that provides a one-year window
to revoke other types of orders on grounds of mistake or fraud.

Mr. Brady also notes that IHS Acquisition's apparent request to
seek declaratory relief with respect to the effect of the
Global Settlement on its alleged claims is procedurally improper
because Part VII of the Federal Rules of Bankruptcy Procedure
requires that declaratory relief be sought by adversary
proceeding.

At a minimum, the Court should require IHS Acquisition to follow
the FRBP so that the parties whose rights may be implicated can
receive proper notice and a reasonable opportunity to take
discovery and litigate the matter, Mr. Brady argues.

IHS Liquidating says that it will not object to the IHS
Acquisition's request if it receives assurance that the Motion
will not directly or indirectly impact it under any circumstances.
Until then, IHS Liquidating asks the Court to deny the Motion.

(2) United States

The United States of America, on behalf of the Centers for
Medicare and Medicaid Services, asks the Court to deny IHS
Acquisition's request with prejudice, or, in the alternative, deny
its request without prejudice to it filing an adversary
proceeding.

IHS Acquisition is seeking to invalidate a term of the Settlement
between IHS and the United States so that it may pursue its claims
against the United States before the PRRB, notes Jeannine R.
Lesperance, Esq., at the Civil Division of the United States
Department of Justice, in Washington, D.C.  The request "should be
denied because the remedy IHS Acquisition seeks "would expose the
government to double liability on a claim it already paid."

Lyric Health Care, LLC, is bound by IHS Debtors' settlement of the
HSH-El Paso appeal under the doctrine of apparent authority,
Ms. Lesperance contends.

Ms. Lesperance asserts that Integrated Health warranted that it
had the authority to settle the HSH-El Paso appeal, which is
consistent with IHS Acquisition's admission that the Debtor was
its authorized representative for the appeal.  Because the Debtor
and IHS Acquisition both led the United States to believe that the
Debtor was authorized to settle the HSH-El Paso appeal, any remedy
for mistake, if there was a mistake, must be fashioned between the
Debtor and IHS Acquisition, and not against the United States, she
argues.

The United States also objects to IHS Acquisition's request for
declaratory relief because under Rule 7001 of the Federal Rules of
Bankruptcy Procedure, the movant cannot bring its challenge via a
motion, but must file an adversary proceeding.

Ms. Lesperance notes that in an adversary proceeding, IHS
Acquisition will be required to identify against whom,
specifically, it seeks relief, to specify its cause of action, and
the defendant parties will have an opportunity to plead specific
defenses and to develop the defenses, and challenge IHS
Acquisition's allegations, through formal discovery.

Additionally, there is a serious question of whether IHS
Acquisition's motion is barred by laches, Ms. Lesperance points
out.  Without a complaint and pleading of specific causes of
action, it is impossible to know what formal statute of
limitations applies to IHS Acquisition's bankruptcy claims.  By
waiting three years to challenge the Settlement before the Court
after the Plan and the Settlement has become effective, and most
of their terms consummated, IHS Acquisition's attempt to partially
void the Settlement does not serve equity, she asserts.

             IHS Acquisition Reacts to Objections

Mr. Capozzi argues that IHS Acquisition's filing of a motion
rather than an adversary proceeding is supported by the analysis
of the Third Circuit Court in In re O'Brien Environmental Energy
Inc., 188 F.3d 116, 124, 3rd Cir. 1999.

In the O'Brien ruling, the U.S. Court of Appeals determined that
in a contested case under the Bankruptcy Code not otherwise
governed by the rules, Rule 9014 supports that use of motion
practice.

IHS Acquisition also clarifies that, contrary to the allegations
of the United States and IHS Liquidating, it is not seeking the
revocation of the Court' May 12, 2003 Order or the confirmed
Plan.  IHS Acquisition says that it is only asking a declaration
that the Global Settlement and Plan cannot be construed to include
the HSH-El Paso 1996 appeal because nothing in the Settlement, by
its own terms can apply to any provider for which a Debtor or a
facility owned by a Debtor was not the named provider on the
provider agreement when the matter was begun in 2000.

IHS Acquisition also maintains that the Motion does not require
the United States to make duplicate payments because the $50,694
that it paid to the IHS Debtors under the Global Settlement in
connection with the mistaken inclusion of the HSH-El Paso appeal
in the Settlement is actually a settlement portion of the amount
that CMS owes to Debtors.  CMS's records show that it paid the IHS
Debtors $50,694 to resolve the HSH-El Paso 1996 appeal as part of
the Settlement.

In response to the United States' apparent authority argument,
Mr. Capozzi notes that the withdrawal of the HSH-El Paso appeal
by the IHS Debtors was based on the Global Settlement and not on
any authorization or act by IHS Acquisition.

Mr. Capozzi adds that, pursuant to 42 CFR Section 405.1885, IHS
Acquisition is permitted to seek reopening of its PRRB appeal and
federal regulations do not preclude IHS Acquisition from seeking
relief within the time period provided by law where the United
States has made an error with regards to the Settlement.

Moreover, Mr. Capozzi points out, the United States presented no
facts that permit any conclusion other than error by the parties
in placing the HSH-El Paso 1996 appeal in Exhibit E of the Global
Settlement.

CMS and Integrated Health never intended to resolve outstanding
Medicare appeals for providers that were not IHS-covered entities.
Under the definition in the Reservation Clause, agreed to by the
United States and adopted by the Court, HSH-El Paso is not an
"I.H.S. covered entity."  The parties to the agreement made a
mistake, Mr. Capozzi reiterates.

Accordingly, IHS Acquisition asks the Court to deny the United
States' objection.

In addition, according to Mr. Capozzi, the United States'
objection effectively resolves IHS Liquidating's concerns.  He
notes that the United States appears to agree that IHS Acquisition
has sought no remedy against IHS Liquidating, and there appears to
be no way that the Motion could impact IHS Liquidating under any
circumstances.  Thus, IHS Acquisition maintains that IHS
Liquidating should withdraw its objection.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTEGRATED HEALTH: Objects to Travelers' $3,919,891 Priority Claim
------------------------------------------------------------------
Integrated Health Services, Inc., entered into prepetition
agreements with Travelers Indemnity Company and certain of its
affiliates to provide the Debtors with workers' compensation
insurance coverage.

Travelers eventually filed a claim for $3,919,891 against the
Debtors, representing insurance premiums due for workers'
compensation coverage.  Travelers asserted its claim as a priority
claim under Section 507(a)(4) of the Bankruptcy Code and
represents contributions to an employee benefit plan.

The Debtors object to the status of Travelers' claim, asserting
that it should be classified as a general unsecured claim.  The
Debtors also want the claim amount reduced to $3,033,255, as
reflected in their books and records.  The Debtors also maintain
that the claim should not be allowed against all the Debtors since
Travelers' prepetition agreements were only with IHS.

                    Bankruptcy Court Order

On February 24, 2003, the U.S. Bankruptcy Court for the District
of Delaware held that Travelers' claim is a contribution to an
employee benefit plan and is therefore entitled to priority status
under Section 507(a)(4).

Judge Walrath noted that Section 507(a)(4) grants priority to
allowed unsecured claims for contributions to an employee benefit
plan.  The Bankruptcy Court found that the premiums due under the
agreements are contributions to an employee benefit plan, which
means that Travelers' claim enjoys priority under Section
507(a)(4).

The Debtors pointed to legislative history as basis to deny
priority status to Travelers' claim.

The United States Supreme Court, in United States v. Embassy
Restaurant, 359 U.S. 29, 1958, held that priority for wages in
Section 507(a)(4) did not include employee benefits.  The Supreme
Court ruled that the United States House and Senate Reports state
the priority granted by Section 507(a)(4) is limited to claims for
contributions to employee benefit plans, including pension plans,
health or life insurance plans.

The Bankruptcy Court, however, noted that the Debtors' argument of
legislative history is based on the decisions of Eight, Tenth and
Sixth Circuit Courts that seized upon the reference to labor
contract negotiations to create a narrow definition of employee
benefit plans to include only wage substitutes that are the result
of labor contract negotiations.  The Circuit Courts'
interpretation goes beyond the legislative history and creates an
exception to Section 507(a)(4), the Judge Walrath said.

The Bankruptcy Court held that legislative history does directly
state that workers' compensation is not included in Section
507(a)(4), nor does it state that covered employee benefits must
be wage substitutes or arise from labor contract negotiations.
There is no expresses legislative intent to exclude workers'
compensation benefits from the language of Section 507(a)(4),
Judge Walrath stated.

The Debtors also argued that, to fit Section 507(a)(4), the
employee benefits must be the result of bargaining between the
Debtor and the employee.  The Court, however, noted that the
argument is premised on the reference to labor contract
negotiations in the House and Senate Reports.  According to Judge
Walrath, the reference to labor contract negotiations is given by
way of example, not as the exclusive type of employee benefit for
which priority is conferred.

The Debtors took an appeal from Judge Walrath's February 24, 2003
order, entitling Travelers' claim to priority status under Section
507(a)(4), to the United States District Court for the District of
Delaware.

The Debtors asked the District Court to determine:

     Whether the Bankruptcy Court erred when it held that a
     debtor's payments of workers' compensation insurance
     premiums constitute contributions to an employee benefit
     plan arising from services rendered and that Travelers'
     Claim for the Debtor's unpaid workers' compensation
     insurance premiums for the 1999 policy year was therefore
     entitled to priority status under Section 507(a)(4) of the
     Bankruptcy Code?

The Honorable Gregory M. Sleet of the District Court for the
District of Delaware states that in Howard Delivery Serv. versus
Zurich Am. Ins. Co., 547 U.S. ___, 126 S. Ct. 2105, 2109 (2006),
the Supreme Court ruled that premiums owed by an employer to a
workers' compensation carrier do not fit within Section
507(a)(4), as amended by Section 507(a)(5).

In light of the Supreme Court's ruling, Judge Sleet rules that the
Bankruptcy Court's order of February 23, 2003, be reversed and
remanded for further consideration.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 108; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INT'L SHIPHOLDING: Operating Losses Cue Moody's to Lower Ratings
----------------------------------------------------------------
Moody's Investors Service downgraded the debt ratings of
International Shipholding Corporation -- Corporate Family Rating
to B2 from B1, senior unsecured Bond/Debeture to Caa1 from B1.
The outlook has been changed to negative from stable.

These downgrades were prompted by operating losses in ISC's
Liner and Rail-ferry segments during a period of significant
capital expenditures, including for the soon-to-be-abandoned Rail-
ferry terminal in New Orleans.  Free cash flow over the
near term is likely to be modest, in Moody's view, because of
continuing weak performance in the Liner and Rail-ferry units as
well as capital spending that remains high by historic levels.

Moody's believes that this weakening financial performance
could limit ISC's alternatives to manage the $58 million of
debt maturing during 2007, and potentially make the company
more reliant on availability of the $50 million revolver.
Moody's notes that of the 2007 maturities, approximately
$48.5 million of 7.75% senior unsecured notes mature in
October 2007.

As a result of the operating losses and the capital investment
program, EBIT per Interest, and Debt per EBITDA increased to 6.6x
from 5.9x.  EBIT margins have fallen to 5.2% from 8.7% and free
cash flow generation has turned negative over this same 18 month
period.

The Notes were downgraded three notches to Caa1, as the Notes
are structurally subordinated to the senior secured and senior
unsecured obligations of ISC's operating subsidiaries.  None of
the subsidiaries provide guarantees of the Notes.

The negative outlook reflects Moody's belief that the Liner
service and the Rail-ferry operations could be challenged to
achieve profitability over the near term.  Earnings of ISC's other
segments, including the profitable Time-charter and Contract of
Affreightment segments, are expected to remain solid but still not
sufficient to generate meaningful free cash flow on a consolidated
basis.  If free cash flow generation lags significantly behind
ISC's near term operating plans and the company draws under the
revolver to fund the terminal, availability under the revolver
could decrease.

The ratings could be downgraded if the Liner service and Rail-
ferry businesses do not return to profitability over the near
term, measured by gross voyage profits, or if Debt per EBITDA
increases above 7x.  Favorable rating action could result if
the Liner and Rail-ferry segments were to become significantly
profitable, resulting in the generation of positive free cash flow
on a full year basis and significant improvements in coverage and
leverage.  The achievement of Debt per EBITDA below 5x and EBIT
per Interest above 1.5x could result in an upward rating action.

International Shipholding Corporation, headquartered in New
Orleans, Louisiana, is a holding company whose subsidiaries
operate a diversified fleet of ocean-going vessels that serve
mainly niche shipping markets.


INVERNESS MEDICAL: Posts $10 Mil. Net Loss in Qtr. Ended June 30
----------------------------------------------------------------
Inverness Medical Innovations Inc. incurred a $10,556,000 net loss
from net revenues of $139,713,000 for the three months ended June
30, 2006.

The Company's balance sheet at June 30, 2006 showed total assets
of $948,869,000, total liabilities of $429,295,000 and total
stockholders' equity of $519,574,000.

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

               http://researcharchives.com/t/s?100c

Based in Waltham, Massachusetts, Inverness Medical Innovations,
Inc. -- http://www.invernessmedical.com/-- makes diagnostic
products including home pregnancy tests and fertility monitors.
The Company also manufactures consumer vitamins and nutritional
products.

                          *     *     *

Inverness Medical Innovations' long-term corporate family rating
and subordinated debt carry Moody's B3 and Caa3 ratings
respectively.  The ratings were placed with negative outlook.

The Company's long-term local and foreign issuer credits carry
Standard & Poor's B rating with a stable outlook.


LA PETITE ACADEMY: Inks New $215 Million Secured Credit Facilities
------------------------------------------------------------------
La Petite Academy, Inc., a wholly-owned subsidiary of LPA Holding
Corp., entered into new senior secured credit facilities.

The new senior secured credit facilities provides for a:

    * five-year $20 million revolving credit facility,

    * six-year $110 million delayed draw first lien term loan
      facility and

    * seven-year $85 million delayed draw second lien term loan
      facility.

The Company disclosed that approximately $48.25 million of the new
first lien term loan facility was used on Aug. 17, 2006 to repay
the Company's existing senior secured credit facilities.  The
remaining $61.75 million of the new first lien term loan facility,
plus the entire $85 million second lien term loan facility, are
expected to be used to finance the Redemption of its outstanding
10% Senior Notes due 2008.

                  Redemption of Existing Notes

The Company also disclosed that, it issued a voluntary Notice of
Redemption, to redeem all of its outstanding 10% Senior Notes due
2008, on Sept. 18, 2006 at a redemption price of 100% of the
outstanding principal amount, plus accrued but unpaid interest.
As of Aug. 17, 2006, $145 million in aggregate principal amount of
the Notes were outstanding.

La Petite Academy, Inc., based in Chicago, Illinois, is the second
largest for-profit preschool provider in the United States.  La
Petite offers educational, developmental and child care programs
that are available on a full-time or part-time basis, for children
between six weeks and twelve years old.  The company's schools are
located in 36 states and the District of Columbia, primarily in
the southern, Atlantic coastal, mid-western and western regions of
the United States.  As of April 8, 2006, the company operated 652
schools, including 593 residential academies, 30 employer-based
schools and 29 Montessori schools.

                         *     *     *

As reported in the Troubled Company Reporter on July 31, 2006
Moody's Investors Service assigned B1 ratings to the proposed
first lien credit facilities of La Petite Academy, Inc., and a B3
rating to the company's proposed second lien term loan.
Concurrently, Moody's upgraded La Petite's Corporate Family Rating
to B2 from Caa2.  The outlook for the ratings is stable.

As reported in the Troubled Company Reporter on July 11, 2006,
Standard & Poor's Ratings Services placed its ratings on
Chicago, Illinois-based La Petite Academy Inc., including the
'CCC' corporate credit rating, on CreditWatch with positive
implications.


LIFE SCIENCES: June 30 Balance Sheet Upside-Down by $28 Million
---------------------------------------------------------------
At June 30, 2006, Life Sciences Research Inc.'s balance sheet
showed a total stockholders' deficit of $28,065,000 resulting from
total assets of $198,785,000 and total liabilities of
$226,850,000.

For the three months ended June 30, 2006, the Company incurred
net loss of $19,519,000 from total revenues of $47,851,000.

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

              http://researcharchives.com/t/s?1016

Life Sciences Research, Inc. -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR operates research facilities in the
United States (the Princeton Research Center, New Jersey) and the
United Kingdom (Huntingdon and Eye, England).


LONDON FOG: Iconix to Buy London Fog Brand for $30.5 Mil. in Cash
-----------------------------------------------------------------
Iconix Brand Group, Inc., disclosed the planned acquisition of the
London Fog brand from London Fog Group Inc., subject to certain
closing conditions including final approval from Nevada state
bankruptcy court.

The Company disclosed that the acquisition is scheduled to close
on Aug. 28, 2006.  The purchase price for the transaction will be
$30.5 million in cash and $7 million in the Company's stock.  The
cash portion of the acquisition will be primarily funded through
an increase of the Company's asset backed note, which is secured
by certain of the Company's intellectual property.

The Company further disclosed that, it will enter into a license
agreement with leading outerwear maker Herman Kay Bromley.  Herman
Kay Bromley will hold the license for men's and women's outerwear
and women's suits in the United States.

According to Neil Cole, chairman and chief executive officer of
Iconix Brand Group, "London Fog is an iconic name with a long and
rich heritage and extremely high brand awareness.  It will greatly
diversify our portfolio by adding a classic brand that appeals to
a broad segment of consumers in the U.S. and around the world.  We
are thrilled to have Herman Kay Bromley as the anchor licensee of
what will quickly become a large and diverse licensing program as
we expand London Fog into a broader lifestyle brand."

                    About Iconix Brand Group

Iconix Brand Group, Inc., (Nasdaq: ICON) owns, licenses and
markets a portfolio of consumer brands including CANDIE'S (R),
BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R) RAMPAGE (R) and MUDD
(R). The Company has also signed a definitive agreement to
purchase the brand MOSSIMO (R) which is anticipated to close in
September of this year. The Company licenses it brands to a
network of leading retailers and manufacturers that touch every
major segment of retail distribution from the luxury market to the
mass market. Iconix, through its in-house advertising agency,
advertises and markets its brands to continually drive greater
consumer awareness and loyalty.

                        About London Fog

Headquartered in Seattle, Washington, London Fog Group, Inc.,
-- http://londonfog.com/-- designs and retails the latest styles
in jackets and other professional apparel.  The company and six of
its affiliates filed for chapter 11 protection on March 20, 2006
(Bankr. D. Nev. Case No. 06-50146).  Stephen R. Harris, Esq., at
Belding, Harris & Petroni, Ltd., represents the Debtors in their
restructuring efforts.  Avalon Group, Ltd., serves as the Debtors'
financial advisor.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$50 million to $100 million.


MATHON FUND: Court OKs Pact Resolving Disputes with Sell, et al.
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
stipulation resolving Mathon Fund LLC and its debtor-affiliates'
disputes with James C. Sell, their conservator, the Arizona
Corporation Commission, Duane Slade and Guy Andrew Williams.

As reported in the Troubled Company Reporter on Aug. 1, 2006,
the approval of the Stipulation is prerequisite to proceeding with
the joint Plan of Reorganization the Debtors filed with the
Bankruptcy Court on July 7.

                             ACC Action

In April 2005, the ACC commenced an action in the Superior Court
for Maricopa County in Arizona against the Debtors, Messrs. Slade
and Williams and related entities seeking among others, the
appointment of a receiver over the assets of the Defendant
Entities for violations of the Arizona Securities laws.

The Superior Court appointed James C. Sell as Receiver of the
Defendant Entities.

By subsequent agreements duly approved by the Superior Court, the
Receivership was continued and the name was changed to
Conservatorship.

                       ACC Action Settlement

To further resolve the dispute in the ACC Action, the Debtors, the
Conservator, the ACC, and Messrs. Slade and Williams agreed, among
others, that:

   1) Messrs. Slade and Williams will transfer to the Debtors
      substantially all of their exempt property, to be
      liquidated and to be placed in a participating trust for
      future distribution through a bankruptcy proceeding.  A
      significant portion of the assets are held by W.S.F. --
      World Sports Fans.

   2) Parties who agreed to participate in the Plan, vote in
      favor of the Plan, and are not non-participant, will be
      entitled a pro-rata distribution from the Participating
      Trust established with the proceeds from the assets of
      Messrs. Slade and Williams.

   3) All parties to the Stipulation will release each other
      from any further liability arising out of the ACC Action.

   4) Investors who vote in favor of a confirmed plan, and are
      participants to that plan, agree to release, and forever
      discharge Messrs. Slade and Williams from any liability
      arising out of the events that gave rise to the ACC Action.

   5) Non-participants to the plan will retain their rights and
      claims against Messrs. Slade and Williams and will be
      subject to avoidance claims by the Debtors.  They will not
      participate in the distribution from the Participating
      Trust.  If more than 10% of the allowed claims of investors
      choose to be non-participants, the Stipulation is void,
      unless waived by the parties.

   6) The ACC will receive a $750,000 payment from Messrs.
      Slade and Williams for damages ACC incurred in the ACC
      Action, which payment will be made from future revenue
      obtained by Messrs. Slade and Williams.  Payment to the
      ACC will not be made from any of the assets that are
      subject to the Participating Trust.

   7) Messrs. Slade and Williams will provide the other parties
      to the Stipulation information relating to the:

      -- properties, assets and liabilities of the Debtors;
         or

      -- investments of and distributions to investors in the
         Debtors.

A full-text copy of the Stipulation is available for a fee at:

  http://www.ResearchArchives.com/bin/download?id=060731031541

Headquartered in Phoenix, Arizona, Mathon Fund LLC and its
debtor-affiliates filed for chapter 11 protection on Nov. 13, 2005
(Bankr. D. Ariz. Case Nos. 05-27993 through 05-27995).
Lawrence E. Wilk, Esq., at Jaburg & Wilk, P.C. represents the
Debtors in their restructuring efforts.  Alan A. Meda, Esq., at
Stinson Morrison Hecker LLP represents the Official Committee of
Unsecured Creditors.  When Mathon Fund filed for protection from
its creditors, it listed assets totaling $16,851,721 and debts
totaling $79,259,996.


MERCER INT'L: Moody's Holds Junks Rating on Senior Unsecured Notes
------------------------------------------------------------------
Moody's Investors Service affirmed the Caa1 rating for Mercer
International Inc.'s senior unsecured notes due 2013.  Moody's
also affirmed the B2 corporate family rating and SGL-3 Speculative
Grade Liquidity rating.  The outlook remains stable.  Moody's
ratings are assigned to the Restricted Group of Mercer
International Inc.

Key factors influencing Mercer's ratings and outlook:

   i) Modest aggregate scale as the company's entire operations
      produce a single commodity product with a high level of
      price volatility, northern bleached softwood kraft pulp
      and has operations in only two geographies.  Overall,
      however, Mercer provides a profile that remains consistent
      with that of a B rated paper and forest products company
      mainly due to annual revenues of only approximately
      ?330 million and the one product line.

  ii) Credit protection measures consistent with a Caa rated
      paper and forest products company.  As of the twelve month
      period ended June 30, 2006, leverage remains high on an
      adjusted debt to EBITDA basis of approximately 15x, and
      interest coverage was approximately 0.6x.  In the
      intermediate term, with favorable pulp pricing and
      the expectation of improved operational efficiency,
      Moody's expects credit metrics to accommodate the
      company's current ratings. In order for the company to
      maintain the existing B2 corporate family rating, Mercer
      must be successful in executing cost reductions, especially
      at Celgar and generate positive free cash flow over the
      intermediate term.

iii) Profit margins consistent with those of a Ba rated paper
      and forest products company.

  iv) Low level of vertical integration.

   v) Volatility of operational efficiency and margin stability
      due to the volatility of pulp pricing and foreign exchange
      exposure.  This is representative of the company's current
      ratings.

The stable outlook reflects:

   a) Moody's view that operating performance will improve due
      to favorable pulp pricing; the impact of recent scheduled
      maintenance and strategic capital expenditure downtime;

   b) the company's eventual success in completing the
      integration of the Celgar facility; the ramp up of the
      Stendal facility to design specifications within the
      intermediate term; and

   c) the continued adequacy of the company's liquidity position.

Factors that would positively impact the ratings and outlook would
be a sustained improvement in operating performance resulting in
stronger credit metrics and increased liquidity.  However,
sustained deterioration in operating performance or liquidity, due
in part to an unexpected deterioration in pulp pricing, continued
maintenance difficulties in the Celgar facility, or higher raw
material or energy costs, would reflect negatively on the ratings
or outlook.

The most recent prior rating action for Mercer occurred on
February 1, 2005.  Moody's assigned the current ratings to
Mercer based primarily on the current key rating factors mentioned
above.  In Moody's opinion, Mercer's expected
operating performance over the intermediate period justifies
an affirmation of the corporate family rating at this time.

Mercer International Inc., a Washington-based corporation with
corporate offices in Vancouver, British Columbia, is a
manufacturer of northern bleached softwood kraft pulp.


MILLS CORP: Colony Capital to Invest in New Jersey Project
----------------------------------------------------------
The Mills Corporation signed a non-binding letter of intent with
Colony Capital Acquisitions, LLC and Kan Am USA Management XXII
Limited Partnership under which Colony would arrange for
construction financing for the Meadowlands Xanadu development
project and make a significant equity infusion into the joint
venture for the Project that currently includes The Mills and Kan
Am.  Meadowlands Xanadu, located in Northern New Jersey, is
planned to be a unique sports, leisure, shopping and family
entertainment destination.

While the recapitalized partnership will continue to have the same
obligations to the New Jersey Sports and Exposition Authority, The
Mills will not have any financial obligations post closing.  Kan
Am has been The Mills' partner on the Project since its inception
in 1997.  The transaction is expected to close on or prior to
Sept. 21, 2006.

"Our transaction with Kan Am and Colony would allow The Mills to
achieve its goals of reducing the Company's financial obligations
and facilitating our exploration of strategic alternatives," said
Larry Siegel, Chairman and Chief Executive Officer of The Mills.
"Colony is an experienced and well respected real estate investor
and its participation attests to the potential long-term economic
benefits of the Meadowlands Xanadu development.  This transaction,
when completed, will enable the realization of Meadowlands Xanadu
for the people of New Jersey and the metropolitan area.  The Mills
will continue to explore strategic alternatives and to take
aggressive actions in the interests of enhancing value for its
shareholders."

"We are happy to be working with Colony," said Kan Am President
James Braithwaite.  "We believe they share our commitment to this
unique entertainment and retail destination.  We continue to
believe that, upon completion, Meadowlands Xanadu will be a world
class project."

"This is the culmination of our long-standing relationship with
senior management of The Mills Corporation and Kan Am," said
Richard Saltzman, President of Colony Capital.  "We are thrilled
to be joining the Meadowlands Xanadu partnership and look forward
to the completion and success of this landmark entertainment and
retail development project."

As consideration for the transaction, The Mills would issue at
closing, at its election, either 4,500,000 shares of The Mills
common stock or 4,500,000 units of The Mills Limited Partnership,
redeemable for the same number of shares of The Mills common
stock.  The Mills would also provide resale registration rights
with respect to such shares of common stock.  The shares or units
would be allocated between Colony and Kan Am as they determine
(but Kan Am would not receive more than 1% of the outstanding
shares of TMC common stock).

In addition, upon consummation of the transaction, The Mills would
become a limited partner in the Project with a total partner
capital account of approximately $485 million, which includes
incremental project funding of $90 million from July 31, 2006, to
be funded under The Mills' existing term loan.  Colony is
anticipated to provide up to $500 million of equity financing and
arrange for construction loan financing that will fund the
remaining balance of the expected $2 billion of total project
costs.

In addition to Colony's and The Mills' investments, Kan Am's
current partner capital account is $342 million.  Furthermore,
Mack-Cali Realty Corporation invested an additional $32.5 million
in the Project through a separate partnership.  The arrangement
contemplates that Colony and Kan Am would be entitled to certain
specified preferred returns on their capital that will result in
substantial accruals senior to The Mills' capital investment.  As
a result, it is unlikely that The Mills will be able to recoup any
of its invested capital unless and until the Project has been
completed and stabilized and one or more significant capital
events has occurred.

Certain obligations under the letter of intent are legally
binding, including that The Mills, Colony and Kan Am are obligated
to negotiate in good faith the terms of the transactions in a
manner consistent with the terms set forth in the letter of intent
and use commercially reasonable efforts to consummate the
transactions by Sept. 21, 2006, and that, until then, Colony will
have the exclusive right to negotiate and endeavor to close the
transaction with The Mills and Kan Am (without prejudice to The
Mills continuing its exploration of strategic alternatives with
respect to all or substantially all of The Mills and its
subsidiaries).  The Mills will also be required in certain
circumstances to reimburse Colony for legal and due diligence
costs up to a cap of $4 million.

In addition, in certain circumstances where Colony stands ready to
proceed under the letter of intent but the transaction does not
proceed, The Mills will be required to pay Colony a termination
fee of up to $25 million.

Colony's obligations under the transaction are subject to, among
other things, its completion of due diligence and its obtaining of
construction financing for the Project on terms satisfactory to
the partners.  The transactions contemplated by the letter of
intent are subject to the approval of lenders under The Mills'
term loan with Goldman Sachs as administrative agent.  Under
certain conditions after closing, Colony would have the right to
appoint a director to The Mills Corporation's Board of Directors.

The Mills has not yet completed its review of the impact of this
transaction on its financial statements.  However, The Mills will
record a charge relating to the issuance of the 4,500,000 units or
shares during the quarter in which the closing occurs in an amount
equal to the value of such units or shares.

In addition, The Mills currently expects to record an impairment
charge during the quarter in which the closing occurs on its
$485 million partner capital account.  The amount of the expected
impairment charge will be determined after The Mills has completed
its analysis of the transaction. Other financial statement impacts
include the possible de-consolidation of The Mills' investment in
the Project.

There can be no assurance that the conditions to the transactions
contemplated by the letter of intent will be satisfied or that
those transactions will be completed or, if completed, that The
Mills will recover its invested capital.

                      About Colony Capital

Based in Los Angeles, California, Colony Capital Acquisitions LLC
-- http://www.colonyinc.com/-- is a private, international
investment firm focusing primarily on real estate-related assets,
securities and operating companies.

                          About Kan Am

Kan Am USA Management XXII Limited Partnership is a German
syndicator and asset manager of international real estate
investments.

                    About The Mills Corporation

Headquartered in Chevy Chase, Maryland, The Mills Corporation
(NYSE:MLS) -- http://www.themills.com/-- develops, owns, manages
retail destinations including regional shopping malls, market
dominant retail and entertainment centers, and international
retail and leisure destinations.  The Company owns 42 properties
in the U.S., Canada and Europe, totaling 51 million square feet.
In addition, The Mills has various projects in development,
redevelopment or under construction around the world.

                         *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
The Mills Corporation disclosed that the Securities and Exchange
Commission has commenced a formal investigation.

The SEC initiated an informal inquiry in January after the Company
reported the restatement of its prior period financials.

Mills is restating its financial results from 2000 through 2004
and its unaudited quarterly results for 2005 to correct accounting
errors related primarily to certain investments by a wholly-owned
taxable REIT subsidiary, Mills Enterprises, Inc., and changes in
the accrual of the compensation expense related to its Long-Term
Incentive Plan.


MIRANT CORP: Asset Recovery Unit Objects to Several GE Claims
-------------------------------------------------------------
General Electric and its affiliates -- GE Installation & Field
Services, General Electric Company, GE Energy Parts, Inc., GE
International, Inc., and GE Energy Management Services, Inc. --
have filed numerous proofs of claim against Mirant Corp. and its
debtor-affiliates.

MC Asset Recovery, LLC, the Debtors' successor-in-interest tells
the U.S. Bankruptcy Court for the Northern District of Texas that:

    (a) eight GE Claims are duplicative of other claims;

    (b) five GE Claims are asserted against the wrong Debtor or in
        an incorrect amount; and

    (c) four GE Claims are disputed claims, which cannot be
        reconciled with the Debtors' Books and Records, and
        did not have any supporting information.

MCAR, therefore, asks the Court to:

    (1) disallow and expunge these GE Duplicate Claims:

                                                      Amount of
                           Duplicate    Remaining     Remaining
        Claimant           Claims       Claims        Claims
        --------           ---------    ---------     ---------
        General Electric     6068         6070           $8,353
        General Electric     6072         6070            8,353
        General Electric     6073         6070            8,353
        GE Energy Parts      6535         6581          144,434
        GE Installation      6569         6575           50,479
        GE Installation      6572         6593          545,114
        GE Installation      6573         6593          545,114
        GE Installation      6574         6534            8,950

    (2) reassign the Wrong Debtor Claims to the correct Debtor
        entity, and in the case the Claims filed in the incorrect
        amount, reduce the Claim to the amount proposed for
        each Claim:

                           Claim        Correct       Correct
        Claimant           Number       Debtor        Claim Amount
        --------           ------       -------       ------------
        General Electric    6070        MIRMA             $6,742
        General Electric    TBD         Mirant Chalk         441
        GE                  6575        Jamaica Entity    50,479
        GE Installation     6593        MIRMA            275,000
        GE Installation     TBD         Mirant Chalk     261,165

    (3) reduce the Disputed Claims to the proposed amount:

                           Claim        Original      Proposed
        Claimant           Number       Claim Amount  Claim Amount
        --------           ------       ------------  ------------
        GE Energy Parts     6570           $10,280             $0
        General Electric    6578         2,493,606      2,085,552
        GE Energy Parts     6581           144,434         24,183
        GE Energy Parts     6587            15,711              0

Michelle C. Campbell, Esq., at White & Case LLP, in Miami,
Florida, informs the Court that due to the numerous claims filed
by GE and to avoid confusion, MCAR listed the Claims, which it
has not objected to, and have been withdrawn or expunged by prior
Court Order.

The GE Claims to be objected to are:

                                      Claim            Claim
        Claimant                      Number           Amount
        --------                      ------          -------
        GE                             6069            $1,546
        General Electric               6071                51
        GE Installation & Field        6534             8,950
        General Electric Company       6576           125,000
        General Electric Company       6577            63,000
        GE Energy Parts, Inc.          6585               272
        GE Energy Parts, Inc.          6586             7,604
        GE Energy Parts, Inc.          6589               573
        GE International, Inc.         6656            11,978
        GE Energy Parts, Inc.          7454            26,828
        GE International, Inc.         8037           964,204

The GE Claims already withdrawn or expunged are:

                                      Claim             Claim
        Claimant                      Number           Amount
        --------                      ------          -------
        GE International, Inc.         6571          $909,693
        GE International, Inc.         6579           490,387
        GE International, Inc.         6580           169,591
        GE Installation & Field        6584             8,380
        GE International, Inc.         6588           223,868
        GE International, Inc.         6590           101,639
        GE International, Inc.         6591         1,628,524
        GE International, Inc.         6592         1,031,958
        GE Energy Management Services  7060            49,900

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

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

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

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

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

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

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


MIRANT CORP: Court Approves 2006 Consent Order on Bowline Unit
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Texas
approved a 2006 Consent Order extending Mirant Corporation and its
debtor-affiliates' license to operate under a Major Petroleum
Facility License.

Mirant Bowline, LLC, a Mirant Corp. debtor-affiliate, owns and
operates a generating station located in West Haverstraw, New
York.  As an Onshore Major Oil Storage Facility, Mirant Bowline is
subject to extensive environmental regulations by federal, state,
and local authorities, which require continuous compliance with
conditions established by licensing.

The New York Department of Environmental Conservation has the
authority to enforce the state's environmental laws including
Parts 612-614 of Chapter V of the New York Environmental
Conservation Rules and Regulations.  The DEC is responsible for
the regulation of the storage and handling of petroleum as well as
licensing a MOSF in New York.

The DEC issued to Mirant Bowline a Major Petroleum Facility
License for its Haverstraw generation station, which expired on
March 31, 2006.

On January 4, 2006, the DEC issued a Notice of Violation to
Mirant Bowline alleging that the Debtor:

   -- violated various provisions of 6 NYCRR Parts 612 through
      614; and

   -- was not in complete compliance with the terms and conditions
      of its MPFL.

Mirant Bowline responded to the alleged violations and presented
a proposal to demonstrate its compliance.

Mirant Bowline also submitted an application for the renewal of
its MPFL.  The DEC is currently reviewing Mirant Bowline's
renewal application.  The DEC is also reviewing Mirant Bowline's
Compliance Proposal and has reserved its rights to accept or
reject the Compliance Proposal.

Before the March 31 expiry of the MPFL, Mirant Bowline and the
DEC executed an Order on Consent, which authorizes the Debtor to
continue to operate the Facility under the terms and conditions
of its MPFL until May 30, 2006, pending the DEC's review of the
Debtor's renewal application.  The DEC further extended that
authority.

Under the 2006 Consent Order, the DEC assessed a $20,000 civil
penalty against Mirant Bowline.

A full-text copy of the July 2006 Consent Order is available for
free at http://ResearchArchives.com/t/s?1020

                          About Mirant

Headquartered in Atlanta, Georgia, Mirant Corporation (NYSE: MIR)
-- http://www.mirant.com/-- is an energy company that produces
and sells electricity in North America, the Caribbean, and the
Philippines.  Mirant owns or leases more than 18,000 megawatts of
electric generating capacity globally.  Mirant Corporation filed
for chapter 11 protection on July 14, 2003 (Bankr. N.D. Tex. 03-
46590), and emerged under the terms of a confirmed Second Amended
Plan on Jan. 3, 2006.  Thomas E. Lauria, Esq., at White & Case
LLP, represented the Debtors in their successful restructuring.
When the Debtors filed for protection from their creditors, they
listed $20,574,000,000 in assets and $11,401,000,000 in debts.
The Debtors emerged from bankruptcy on Jan. 3, 2006.  (Mirant
Bankruptcy News, Issue No. 103; Bankruptcy Creditors' Service
Inc., http://bankrupt.com/newsstand/or 215/945-7000)

                           *     *     *

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

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

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

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

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

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


MUSICLAND HOLDING: Wants to Assume & Assign Leases to Record Town
-----------------------------------------------------------------
Musicland Holding Corp. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of New York's authority to
assume and assign 287 Store Leases to either Record Town, Inc., or
Record Town USA, LLC, wholly owned subsidiaries of Trans World
Entertainment Corporation.

The Court has reportedly authorized the Debtors to sell
substantially all of their assets to TWEC pursuant to an
Asset Purchase Agreement dated February 17, 2006.  The sale closed
effective March 27, 2006.

The APA provides TWEC the exclusive right to direct the Debtors to
seek the Court's authority to assume and assign to it or its
affiliates certain store leases pursuant to Sections 363 and 365
of the Bankruptcy Code, Jonathan P. Friedland, Esq., at Kirkland
& Ellis LLP, in New York, relates.

Subsequently, TWEC provided the Debtors a Lease Assumption
Notice, directing the Debtors to assume and assign 287 Store
Leases to either Record Town or Record Town USA.

A 25-page list of the TWEC Store Leases to be assumed and assigned
is available for free at http://researcharchives.com/t/s?1027

As of July 19, 2006, TWEC determined that it would not be
directing the Debtors to assume and assign 42 of the TWEC Store
Leases.  Accordingly, the Debtors have sought rejection of those
Leases pursuant to Court-approved expedited lease rejection
procedures.

Subsequently, TWEC and the landlords for five of the Store Leases
designated for rejection reached an agreement on the terms of
assumption and assignment of their Leases.  The Leases are
included on the Lease Assumption Notice and are identified with an
asterisk.

The 11 TWEC Store Leases that are not included on the Lease
Assumption Notice and that were not the subject of an earlier
rejection notice, are deemed rejected by operation of law as the
Debtors' time to assume and assign real property leases expired on
August 10, 2006:

   Store No.   Mall Name                    Store Address
   ---------   ---------                    -------------
      495      Holiday Village              Great Falls, MT
     3152      Midway Mall                  Elyria, OH
     3422      Harlem & Irving Mall         Norridge, IL
     3443      York Town Mall               Lombard, IL
     3600      Springfield Mall             Springfield, VA
     3612      Dulles Town Center           Dulles, VA
     3625      Plaza Del Sol                Bayamon, Puerto Rico
     6004      Willmar Sam Goody            Willmar, MN
     6006      Cedar Mall                   Rice Lake, WI
     6084      Roaring Fork Marketplace     Glenwood Springs, CO
     6254      Cross Creek Plaza            Beaufort, SC

The Debtors further ask the Court to:

   (a) find that the Leases are transferred and assigned to
       Record Town or Record Town USA, free and clear of any
       defaults, liens, claims, mortgages and encumbrances;

   (b) find that Record Town and Record Town USA are good faith
       purchasers under Section 363(m) of the Bankruptcy Code;
       and

   (c) subject in all respects to any individual assumption and
       assignment agreements, or modifications to the Leases that
       Record Town or Record Town USA may have negotiated or may
       later negotiate between itself and any landlord with
       respect to one or more Leases:

          * permit RT to perform non-structural alterations and
            remodeling to the extent necessary for its
            operations, and to replace and modify existing
            signage, regardless of any provision in the Leases or
            any right of first refusal, recapture right or
            similar rights -- each an REA -- or local law to the
            contrary;

          * rule that any extension or renewal option in the
            Leases or any REA that purports to be "personal" to
            the Debtors or exercisable only by the Debtors is an
            unenforceable restriction on assignment and may be
            freely exercised by RT to its full extent;

          * rule that if no objection to the assumption and
            assignment of a Lease is timely made and filed, or if
            an objection involves a "cure issue," the assumption
            and assignment will be effective and binding on the
            applicable parties and will require no further Court
            order;

          * rule that any provisions contained in the Leases or
            any REA that are, or would have the effect of being:

               -- recapture provisions;

               -- provisions that impose a fee, penalty or profit
                  sharing upon assignment;

               -- provisions that would increase the rent, impose
                  a penalty, or modify or terminate a Lease or an
                  REA upon assignment;

               -- provisions that directly or indirectly limit,
                  condition or prohibit assignment; and

               -- similar provisions contained in the Leases or
                  any REA;

            are unenforceable anti-assignment provisions within
            the meaning of Section 365 of the Bankruptcy Code,
            which will not prohibit, restrict or limit the sale,
            assumption and assignment of the Leases to RT;

          * approve RT's contemplated use of the store governed
            by the Leases; and

          * approve RT's contemplated use at the stores governed
            by the Leases of tradenames including, without
            limitation, Coconuts, Strawberries, Second Spin, FYE,
            Planet Music, Wherehouse and Spec's.

According to Mr. Friedland, the assumption and assignment of the
Leases is a necessary part of the Debtors' ongoing liquidation
efforts.  It will minimize claims against the Debtors' estates
avoid unsecured rejection claims.

Pursuant to the APA, TWEC is responsible for and will pay any cure
claim under the Leases; provided, that TWEC is not obligated to
pay Cure Claims that exceed $4,200,000, Mr. Friedland informs the
Court.  The Debtors will be responsible for all or any portion of
any Cure Claims in excess of $4,200,000.

Record Town and Record Town USA are well-established, national
retail entities, well known to the major landlords, and each
possess more than adequate financial resources to meet any
obligations arising under the Leases post-assignment,
Mr. Friedland relates.

Because the Debtors' business as a specialty retailer of music,
movies, games and other entertainment-related goods is
substantially similar, if not identical, to TWEC's, the Debtors do
not anticipate objections based on the proposed use of the Leases.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Deluxe Media's Claim Reduced to $2.5 Million
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York's
decision to allow the parties to brief Musicland Holding Corp. and
its debtor-affiliates' motion for partial summary judgment as to
the maximum amount of Deluxe Media Services, Inc.'s statutory
warehouse lien has already caused Deluxe to reduce the amount of
its claim from $4,142,931 to $2,546,082, Jonathan P. Friedland,
Esq., at Kirkland & Ellis LLP, in New York, notes.  As a result,
Deluxe concedes that partial summary judgment should be entered
capping its statutory lien at $2,546,082.

According to Mr. Friedland, Deluxe makes two important concessions
in seeking to justify its reduced $2,546,082 demand:

   -- Deluxe concedes the accuracy of the Debtors' inventory
      spreadsheet detailing percentages of goods received from
      September 2005 through January 12, 2006, that were still in
      its possession as of January 12, 2006, or as of January 22,
      2006; and

   -- Deluxe concedes that the "variable" components of its
      claimed lien must be reduced by the percentages of goods
      received from September 2005 to January 12, 2006, that were
      no longer in its possession on the reference date for its
      lien.

Mr. Friedland argues that Deluxe uses the wrong reference date for
its "variable" cost calculations and consequently overstates the
"variable" components of its claimed lien by $25,042.

Deluxe's figure is $258,612, based on the percentage of inventory
remaining in its possession as of January 12, 2006.  Mr. Friedland
notes that the Debtors' figure is $233,569, based on the
percentage of inventory remaining as of January 22, 2006, -- the
earliest date Deluxe was granted a replacement lien under the
Final DIP Order.

The main disagreement between the parties on setting the cap for
Deluxe's statutory lien centers on Deluxe's contention that it is
entitled to reallocate all of its "fixed costs" to the small
percentage of goods received from September 2005 to January 12,
2005, Mr. Friedland says.  The goods were still in Deluxe's
possession on the reference date for the lien calculation, which
is either January 12, 2006, Deluxe's position, or January 22,
2006, the Debtors' position.

Mr. Friedland argues that Deluxe's "fixed costs" should be reduced
by the same percentages as its "variable costs."  Applying the
percentages of inventory received in the months that were still in
Deluxe's possession on January 22, 2006, results in these
reductions to Deluxe's claimed liens for the "fixed costs":

    Month             Claimed      % Left On     Maximum
   Received        "Fixed" Costs    1/22/06    Specific Lien
   --------        -------------   ---------   -------------
   Sep 2005           $521,408        7.1%         $37,020
   Oct 2005            521,408        5.7%          29,720
   Nov 2005            521,408       16.8%          87,596
   Dec 2005            521,408       24.8%         129,309
   Jan 1-12, 2006      201,835       41.6%          83,963
                   -------------    --------    ------------
                    $2,287,469                    $340,861
                   =============                ============

Accordingly, if Deluxe's attempt to reallocate all of its "fixed
costs" to the goods that were still in its possession on
January 22, 2006, is rejected as a matter of law, Deluxe's maximum
statutory lien is reduced to $574,431 or $340,861 in "fixed"
charges plus $233,569 in "variable" charges.

Consequently, the Debtors ask the Court to grant partial summary
judgment capping Deluxe's statutory lien at $574,431.

Deluxe failed to include any statement in its alleged warehouse
receipts disclosing "that a lien is claimed for charges and
expenses in relation to other goods," Mr. Friedland asserts.  Had
Deluxe made a disclosure and issued a proper warehouse receipt,
the Wisconsin UCC would have authorized it, pursuant to W.S.A.
407.209, to assert a lien for all of its warehouse charges,
whether or not it had relinquished possession of some of the
goods.  Deluxe would then have been entitled to a "general" lien.

However, since Deluxe failed to make the disclosure statement,
Deluxe is limited to the "specific lien," which the statute
expressly limits to "charges for storage or transportation . . .
in relation to the goods" that are "in the warehouse keeper's
possession," Mr. Friedland contends.

Deluxe's "fixed cost" argument confuses its right to assert a
breach of contract claim with its right to assert a lien that
arises solely by statute, Mr. Friedland avers.  While it may be
true that Deluxe was entitled under the Logistics Services
Agreement to charge the Debtors for certain "fixed" expenses that
are "dictated" in the Agreement, the right to assert a breach of
contract claim for unpaid fees under the Agreement simply has no
bearing on the determination of Deluxe's lien rights.

Nothing in the statute supports Deluxe's attempt to reallocate all
of its "fixed" costs to whatever goods happen to remain in the
warehouse at the time it decided to assert its specific lien,
Mr. Friedland asserts.  To allow Deluxe to claim a "floating
specific lien" would eviscerate the distinction carefully created
by the statute between a specific lien and that of a general one.

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 16; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NTL INC: Posts GBP195.8 Million Net Loss in 2006 Second Quarter
---------------------------------------------------------------
NTL Incorporated disclosed results for the quarter ended June 30,
2006 - the first full quarter since NTL merged with Telewest
Global, Inc.

In their condensed consolidated income statement, the company
showed a GBP195.8 million net loss on GBP884.3 million in revenues
for the second quarter ended June 30, 2006, compared with
GBP73.5 million net profit on GBP482.5 million in revenues for the
same quarter in 2005.

Operating income for the second quarter in 2006 is GBP6.3 million
compared with GBP6.4 operating income for the same period in 2005.

As of June 30, 2006, the company's condensed consolidated balance
sheet revealed GBP10.18 billion in total assets, GBP7.26 billion
in total liabilities and GBP2.91 billion in shareholders' equity.

Net debt as of June 30, 2006 is GBP5.4 billion.

A full-text copy of NTL Inc. second quarter results is available
at no charge at http://researcharchives.com/t/s?f69

Steve Burch, Chief Executive Officer of NTL, said:

"We are delighted with today's strong operational and financial
results.  They show continued evidence of improvements in our
consumer business.  Consumer revenue, OCF, ARPU, RGU per customer
and triple play penetration have all improved sharply as we
focused our strategy on acquiring profitable quality customers.
As expected, this did impact overall customer levels slightly.  We
also achieved GBP 15 million of estimated synergy cost savings in
this quarter, which puts us firmly on track to achieve the
GBP250 million run rate as promised by the end of 2007.

Now that we have closed the Virgin Mobile transaction, we can
really start to reap the benefits of being able to exploit our
bundling, branding and network strengths along with new channels
to market.  The launch of quad-play and Free TV bundles will
provide more opportunities to offer our consumers unbeatable value
and service, whatever their communication and entertainment needs.

By continuing to exploit our competitive strengths, delivering on
the growth opportunities in our markets, and capturing substantial
merger synergies, we believe we can drive significant free cash
flow generation going forward.  This will provide us with
excellent financial flexibility and improved capital deployment
options."

                           About NTL Inc.

Headquartered in London, England, NTL Inc. (NASDAQ: NTLI) --
http://www.ntl.com/-- is a Delaware corporation and is publicly-
traded is the US on the Nasdaq Global Select Market under the
symbol "NTLI."  The Company provides broadband, digital
television, telephony, content and communications services,
reaching over 50% of UK homes and 85% of UK businesses.

                          *     *     *

In July 2006, Fitch Ratings assigned NTL Cable PLC's $550 million
10-year senior notes a rating of B and a Recovery Rating of RR5.
NTL Cable's existing senior notes were removed from Rating Watch
Negative, and downgraded to B.  At the same time, Fitch affirmed
NTL Inc.'s Issuer Default rating at B+ with Stable Outlook and its
Short-term rating at B.  NTL Investment Holdings Limited's
GBP5.275 billion senior secured credit facilities were affirmed at
BB+ and Recovery Rating RR1.


PLATFORM LEARNING: Panel Can Examine Insiders Regarding Sale
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
allowed the Official Committee of Unsecured Creditors appointed in
Platform Learning Inc.'s chapter 11 case to conduct a examination
under Rule 2004 of the Federal Rules of Bankruptcy Procedure on:

   * Eugene Wade, the Debtor's CEO,

   * Juan Torres, the Debtor's President,

   * Darryl Wash, a Director of the Debtor and Member of Ascend
     Venture Group, LLC

   * Ascend Venture Group, LLC,

   * PLAC, Inc.,

   * Capital Resource Partners V LP,

   * AlpInvest Partners, Inc.,

   * Stichting Pensioenfonds ABP, and

   * Stichting Pensioenfonds VDG, Geestelijke En Maatschappelijke
     Belangen;

When the Debtor filed for bankruptcy, it asked the Court for
permission to sell substantially all of its assets to PLAC, Inc.,
for $200,000 and the assumption of certain liabilities.  The Sale
Motion indicates that the Buyer is affiliated with Ascend Venture
Group, LLC, a private investment management firm, which is an
equity holder and guarantor of the Debtor.  In addition, Darryl
Wash is a member of Ascend.  According to the Debtor's Statement
of Financial Affairs, Mr. Wash is a current director of the
Debtor.  Moreover, according to the Sale Motion, the Buyer is
considering hiring Eugene Wade, the Debtor's Chief Executive
Officer, and Juan Torres, the Debtor's President.

According to the Debtor's schedules and its motion to approve the
use of cash collateral, Silicon Valley Bank holds a first priority
security interest in all of the Debtor's assets.  Capital Resource
Partners V LP, AlpInvest Partners, Inc., Stichting Pensioenfonds
ABP, and Stichting Pensioenfonds VDG, Geestelijke En
Maatschappelijke Belangen -- the Subordinated Creditors --
allegedly hold second priority security interests in all of the
Debtor's assets.  According to the Debtor's SOFAs, CRP and the
Stichting entities are equity holders of the Debtor.

Edward J. LoBello, Esq., at Blank Rome LLP, in New York City, told
the Court that the Committee is gravely concerned about the fast
track sale process currently underway in the Debtor's case,
including the fact that the Debtor did not begin to market its
business and assets until July 2006.  The Debtor is seeking to
sell all of its assets to an insider group, for minimal
consideration, on an extremely expedited timeframe, over the
summer months, while the Debtor's principals are negotiating the
terms of their employment by the insider group.  What is worse, it
is unlikely that the current sale will provide any benefit to
unsecured creditors.  The Committee wants to investigate, among
other things, the Debtor's financial affairs, the various aspects
of the proposed sale, the sale process, and the relationship
between the Debtor and the Buyer. Further, the Committee is
concerned about the circumstances leading to the granting of liens
to the Subordinated Creditors in exchange for alleged loans,
especially because the Committee understands that the Subordinated
Creditors may credit bid at the sale.  Several of the Subordinated
Creditors also are equity holders and, therefore, insiders of the
Debtor.  An investigation of these transactions is in furtherance
of the Committee's fiduciary duty, Mr. LoBello contends.

                       About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental
educational services through their Learn-to-Succeed tutoring
program to students attending public schools that are "in
need of improvement."  The Debtor works together with parents,
schools, community organizations, and local educators to implement
their research-based program, which ensures that all children can
become successful students by providing appropriate support,
motivation and curriculum tailored to their individual needs.

The Company filed for chapter 11 protection on June 21, 2006
(Bankr. S.D.N.Y. Case No. 06-11391).  Andrew C. Gold, Esq., Eric
W. Sleeper, Esq., Paul Rubin, Esq., David M. Bass, Esq., and John
M. August, Esq., at Herrick, Feinstein LLP, represent the Debtor
in its restructuring efforts.  Blank Rome LLP represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$21,026,148, and total debts of $36,933,490.


POPULAR CLUB: Organizational Meeting at 11:00 a.m. Tomorrow
-----------------------------------------------------------
The U.S. Trustee for Region 3 will hold an organizational meeting
to appoint an official committee of unsecured creditors Popular
Club Plan, Inc.'s, chapter 11 case at 11:00 a.m., on August 24,
2006, at the U.S. Trustee's Office, 14th Floor, Room 1401 in
Newark, New Jersey.

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

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

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

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

Headquartered in Garfield, New Jersey, Popular Club Plan, Inc., is
a catalog retailer.  The Company filed for chapter 11 protection
on Aug. 4, 2006 (Bankr. D. N.J. Case No. 06-17231).  Barry W.
Frost, Esq., at Teich Groh, represents the Debtor.  When the
Debtor filed for protection from its creditors, it listed total
assets of $10,740,500 and total debts of $5,496,884.


PREDIWAVE CORP: Has Until Dec. 10 to File Chapter 11 Plan
---------------------------------------------------------
The Honorable Randall J. Newsome of the U.S. Bankruptcy Court for
the Northern District of California in Oakland extended, until
Dec. 10, 2006, Prediwave Corporation's exclusive period to file a
plan of reorganization.  Judge Newsome also gave the Debtor until
Feb. 8, 2007, to solicit acceptances of that plan.

As reported in the Troubled Company Reporter on Aug. 21, 2006, the
Debtor's request to hire XRoads Solutions Group, LLC, as its
financial and restructuring advisor is still pending before the
Court.  XRoads is expected to help the Debtor on the development,
negotiation and implementation of a plan of reorganization.

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.


PROCARE AUTOMOTIVE: Gets Court Nod to Pay JPMorgan's Secured Claim
------------------------------------------------------------------
The Honorable Pat E. Morgenstern-Clarren of the U.S.Bankruptcy
Court Northern District of Ohio allowed ProCare Automotive Service
Solutions, LLC, to pay JPMorgan Chase Bank, N.A., around $184,409
plus $11,572.  This obligation was secured by a security interest
in some of the Debtor's accounts receivable and its proceeds.

Alan R. Lepene, Esq., at Thompson Hine LLP, in Cleveland, Ohio,
told the Court that the indebtedness was based on a certain
prepetition security agreement dated June 5, 2005, and related
Commercial Card Classic Agreement dated June 7, 2005, between the
Debtor and JPMorgan.

According to Mr. Lepene, the value of the collateral securing the
indebtedness exceeds the amount of the indebtedness.  Because JPM
is oversecured, JPM is entitled, under Section 506(b) of the
Bankruptcy Code, to interest, fees and costs.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


PROCARE AUTO: Has Until August 31 to Finish Investigation on Liens
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of ProCare Automotive Service Solutions, LLC, has
until Aug. 31, 2006, to complete its investigation of claims and
liens asserted by the secured lenders and commence any adversary
proceeding with respect to the validity, extent, priority,
perfection, and enforceability of any of the secured Lenders'
alleged secured claims and security interests in the Debtor's
assets.

As reported in the Troubled Company Reporter on May 18, 2006, the
Honorable Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio in Cleveland gave ProCare
Automotive Service Solutions, LLC, authority to:

   -- secure a $3,650,000 postpetition financing under Section 364
      of the Bankruptcy Code from Monro Muffler, Inc.;

   -- use cash collateral under Section 363 of the Bankruptcy
      Code.

The Debtor was also allowed to use cash collateral securing
repayment of its indebtedness to these parties:

   -- a $200,000 debt from JPMorgan Chase Bank, N.A., secured by
      some of the Debtor's accounts receivable;

   -- an agreement with Stoney Hollow Tire, Inc., which asserts
      security interests in some of the Debtor's tire inventory;

   -- an agreement with East Penn Manufacturing, Inc., dated
      Aug. 21, 2001, which asserts security interests in certain
      battery inventory sold by East Penn to the Debtor;

   -- a $6.4 million Key Mezzanine Capital Fund I, L.P.;

   -- a $1.6 million debt from Regis Capital Partners, L.P.;

   -- a $236,000 debt from PASS Holdings LLC; and

   -- a $$96,000 debt from Sullivan Partners LLC.

The Court granted the Committee a certain period of time to
question the lien of those secured lenders against the Debtor's
assets.  The lenders and the Committee agreed to extend that
period to Aug. 31, 2006.

Based in Independence, Ohio, ProCare Automotive Service Solutions,
LLC -- http://www.procareauto.com/-- offers maintenance and
repair services to all makes and models of foreign, domestic,
light truck, and commercial-fleet vehicles.  ProCare operates 82
retail locations in eight metropolitan areas throughout three
states.  The Debtor filed for chapter 11 protection on March 5,
2006 (Bankr. N.D. Ohio Case No. 06-10605).  Alan R. Lepene, Esq.,
Jeremy M. Campana, Esq., and Sean A. Gordon, Esq., at Thompson
Hine LLP, represent the Debtor.  Scott N. Opincar, Esq., at
McDonald Hopkins Co., LPA, represents the Official Committee of
Unsecured Creditors.  Joseph M. Geraghty at Conway MacKenzie &
Dunleavy gives financial advisory services to the Committee.  When
the Debtor filed for protection from its creditors, it estimated
assets and debts between $10 million and $50 million.


QUIGLEY CO: Asks Court to Reconsider Reduction of Claimants' Votes
------------------------------------------------------------------
Quigley Company, Inc., together with its parent company, Pfizer,
Inc., asks the U.S. Bankruptcy Court for the Southern District of
New York to reconsider it Aug. 9, 2006, ruling that the claims
voted by holders of asbestos personal injury claims who had
entered into prepetition settlements with Pfizer should be reduced
by 90% for voting purposes.

The Debtor and Pfizer think that the Court may not have considered
certain direct authority -- including the decisions of at least
two Courts of Appeals and the decisions of many other courts
following them -- that is in conflict with the Court's ruling.

The cases the Debtor and Pfizer cited hold that:

   (a) Section 510(a) of the Bankruptcy Code commands bankruptcy
       courts to enforce subordination agreements in accordance
       with state law and prohibits bankruptcy courts from
       exercising equitable powers to interpret or enforce
       subordination agreements;

   (b) a creditor's pre-bankruptcy agreement to subordinate
       distributions to be received in a bankruptcy case does not
       deprive the creditor of the right to vote for the
       acceptance or rejection of a plan; and

   (c) a creditor's right to vote a claim in a bankruptcy case
       depends on whether the creditor holds the claim and not the
       creditor's economic interest in the claim.

The Court ruled, in its Aug. 9, 2006, decision, that asbestos
claimants who agreed to settle their claims against Pfizer -- but
who have not agreed to release or reduce their claims against
Quigley -- should have their claims against the Debtor discounted
for purposes of voting on the Debtor's proposed plan of
reorganization.

According to Lawrence V. Gelber, Esq., at Schulte Roth & Zabel,
LLP, in New York City, the sole basis for the Court's ruling is
that the settling PI claimants agreed to reduce their
distributions (from a section 524(g) trust to be established under
Quigley's plan) to 10% of what they otherwise would be entitled to
receive, if there are insufficient assets to pay all claimants and
future demands in full as provided in the Debtor's plan.  The
Court construed this provision of the prepetition settlement
agreements as a reduction of the settling PI claimants' claims
against the Debtors.   In reality, however, those claimants merely
agreed to subordinate a portion of their distributions.  The Court
thus treats those claimants' limited and conditional agreement to
subordinate distributions as an agreement to reduce their claims,
contrary to the express language of the settlement agreements
expressly permitting those claimants to assert their full claims
against Quigley.

Mr. Gelber adds that the agreement to reduce distributions only
applies in the case of the Debtor's Consensual Plan, and not in
the case of any other plan.  The Court's determination thus could
lead to the incongruous and inequitable result of the same
creditors having different claims against Quigley depending on the
particular plan on which they are voting.

The Court relied on Rule 3018(a) of the Federal Rules of
Bankruptcy Procedure as the authority for its ruling, but no
objections have been filed against any claims, Mr. Gelber points
out.  If there were any objections, they would apply equally to
the claims of all claimants, not only the claims of the settling
PI claimants.  The Court also found that Section 1126(a) does not
govern the voting of claims in the Debtor's case, because none of
the claimants was required to file proofs of claim, although the
Court's order establishing voting procedures expressly provided
that claims would be tabulated without the necessity of filing
claims; all parties proceeded in reliance on that order with the
expectation that votes would be tabulated as if proofs of claim
had been filed.  The Court did not explain, however, why it
believed that if no claims had been allowed within the meaning of
Section 1126(c), the Court could nonetheless assign different
values to substantially similar claims for voting purposes.

The Court's decision to dilute the votes of the settling PI
claimants to achieve the reallocation of voting rights is
precisely what the courts interpreting Section 510(a) have held is
prohibited.  This dilution is an exercise of the Court's equitable
powers, Mr. Gelber contends.

The Debtor and Pfizer submit that the Court should modify its
order to permit the settling PI claimants to vote on equal footing
with nonsettling creditors.

These parties-in-interest join the Debtor and Pfizer in their
request for reconsideration:

   * Baron & Budd, P.C.;
   * Silber Pearlman, LLP,
   * Leblanc & Waddell, LLP,
   * John Arthur Eaves Law Firm,
   * Norris & Phelps, PLLC,
   * Robert Peirce & Associates, P.C.,
   * F. Gerald Maples P.A.,
   * Byrd & Associates, PLLC,
   * Robert G. Taylor II, P.C.,
   * Morris, Sakalarios & Blackwell, PLLC, and
   * Porter & Malouf, P.A.

Objections to the request is due by Sept. 8, 2006.

Headquartered in Manhattan, Quigley Company, Inc., is a subsidiary
of Pfizer, Inc., which used to produce and market a broad range of
refractories and related products to customers in the iron, steel,
glass and other industries.  The Company filed for chapter 11
protection on Sept. 3, 2004 (Bankr. S.D.N.Y. Case No. 04-15739) to
resolve legacy asbestos-related liability.  Michael L. Cook, Esq.,
Lawrence V. Gelber, Esq., and Jessica L. Fainman, Esq., at Schulte
Roth & Zabel LLP, represent the Company in its restructuring
efforts.  Albert Togut, Esq., at Togut Segal & Segal serves as the
Futures Representative.  Elihu Inselbuchm Esq., at Caplin &
Drysdale, Chartered, represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $155,187,000 in total assets and
$141,933,000 in total debts.


RED HAT: Improved Performance Prompts S&P to Raise Ratings to B+
----------------------------------------------------------------
Standard & Poor's Rating Services raised its corporate credit and
senior unsecured ratings on Raleigh, North Carolina-based Red Hat
Inc. to 'B+' from 'B'.  The upgrade reflects Red Hat's improved
profitability, operating leverage and financial profile.  The
outlook is revised to positive.

"The ratings reflect a narrow business profile, modest scale
relative to other software companies, rapid technology evolution,
and still high leverage," said Standard & Poor's credit analyst
Stephanie Crane.

These concerns are partly offset by a barrier to entry provided
by:

   * the open-source based developer certification program;

   * above-average liquidity;

   * positive cash flow; and

   * significant growth in demand for Red Hat's Linux-based
     operating systems.

Red Hat provides Linux-based operating systems, primarily for
servers sold to large enterprise customers, and related services.
The company sells a subscription for each server that deploys its
operating system, entitling the customer to maintenance,
configuration support, and software updates.  Red Hat supplements
its software business with training and consulting services, and
it has a small presence in the desktop and embedded operating
systems markets.

The company also works with a global open source community of
developers, which it uses to build better versions of its Linux
based operation system with leading software vendors and to ensure
compatibility of applications with its operating system.  This
certification of interoperability provides a barrier to entry for
competitors, such as large, proprietary software vendors,
that could seek to build a comparable Linux operating system.


RESORT INT'L: Decline in EBITDA Cues Moody's to Junk Ratings
------------------------------------------------------------
Moody's Investors Service lowered Resorts International Hotel and
Casino's corporate family rating and first mortgage note rating to
Caa1 from B2 and assigned a negative ratings outlook.

The downgrade and negative ratings outlook reflect RIH's sharp
decline in EBITDA during the most recent quarter, tight liquidity
position, and possibility that the company will not be able to
service its Sep. 15, 2006 semi-annual interest payment related to
RIH's 11.5% first mortgage notes.  In RIH's June 30, 2006 10-K
filing, RIH stated it is investigating alternatives including
refinancing and restructuring some or all of the company's long
term debt and related financial covenants.  If the company is not
able to successfully refinance or restructure its debt in the very
near-term, the company will likely default.

At June 30, 2006, the company had $19.5 million of balance sheet
cash, $13 million of which is required for day-to-day operations.
Additionally, RIH's $15 million working capital facility,
$2.8 million of which was available at June 30, 2006, expires
on Aug. 31, 2006.  Also worth noting is that EBITDA for the first
six months of 2006 was $11.3 million, considerably lower than the
$19.9 million generated in the comparable period.  Based on
current operating trends, RIH is not likely to meet financial
covenants in the future unless they are further amended.  At June
30, 2006, RIH was not in compliance with the financial covenants
contained in its secured working capital and equipment finance
debt facilities, although the company did receive waivers and was
able to renegotiate certain covenants.

Moody's most recent comment regarding RIH occurred on July 5, 2006
and was related to the possible closing of New Jersey based
casinos due to a shutdown of New Jersey's government.  Ratings on
RIH were initially assigned on March 13, 2002.

Resorts International Hotel and Casino owns and operates Resorts
Atlantic City, a casino located in Atlantic City, New Jersey.  Net
revenue for the latest 12-month period ended June 30, 2006 was
about $240 million.


S-TRAN HOLDINGS: Can Use LaSalle's Cash Collateral Until Sept. 30
-----------------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware allowed S-Tran Holdings, Inc., and its
debtor-affiliates to use cash collateral securing repayment of
the Debtors' indebtedness to LaSalle Business Credit, LLC, until
Sept. 30, 2006.

Until LaSalle is repaid in full, it will retain 85% of all
proceeds related to any reimbursements, refunds or any other funds
received by the Debtors relating to Protective Insurance Company,
Liberty Mutual Insurance Company, and any other insurance policies
held by the Debtors.

A copy of the Cash Collateral Budget is available for free at
http://ResearchArchives.com/t/s?100f

To provide LaSalle with adequate protection required under 11
U.S.C. Sec. 363 for any diminution in the value of its collateral,
the Debtors grant LaSalle replacement liens to the same extent,
validity and priority as the prepetition lien.

Headquartered in Cookeville, Tennessee, S-Tran Holdings, Inc.,
provides common carrier services and specialized in less-than-
truckload shipments and also supplies overnight and second day
service to shippers in 11 states in the Southeast and Midwestern
United States.  The Company and its debtor-affiliates filed for
chapter 11 protection on May 13, 2005 (Bankr. D. Del. Case No.
05-11391).  Laura Davis Jones, Esq. at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub P.C. represents the Debtors in their
restructuring efforts.  Donald A. Workman, Esq., at Foley &
Lardner LLP represents the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed total assets of $22,508,000 and total debts
of $30,891,000.


SANITARY AND IMPROVEMENT: Wants DIP Warrants Granted Priority
-------------------------------------------------------------
Sanitary and Improvement District #425 of Douglas County, Nebraska
and the Official Committee of Unsecured Creditors ask the U.S.
Bankruptcy Court for the District of Nebraska for permission to
obtain postpetition financing by sale of general fund warrants for
the payment of administrative expenses.  The Debtor and the
Committee also ask the Court to grant postpetition general fund
warrants priority over prepetition general fund warrants of lower
registration number, and that that warrant will bear interest at
the market rate of interest for general fund warrants issued by
sanitary and improvement districts located in Douglas County,
Nebraska.

Mark J. LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, in
Omaha, Nebraska, tells the Court that under the standard operating
procedure of sanitary and improvement districts, including the
Debtor's procedure prior to filing bankruptcy, payment for
services necessary to the regular operation of a sanitary and
improvement district are paid by the issuance of general fund
warrants, which are provided as payment to the parties providing
services.  These warrants bear a rate of interest and are freely
transferable.

Mr. LaPuzza explains that it is in the best interest of the Debtor
to continue the issuance of general fund warrants in payment of
such services with regard to administrative expenses incurred by
the Debtor and approved for payment by the court as administrative
expenses.  Due to the Debtor's pending bankruptcy, those providing
services to the Debtor will not accept general fund warrants as
payment for services provided unless postpetition general fund
warrants are granted priority over prepetition general fund
warrants.  Postpetition general fund warrants would have to be
paid out of order of registration, requiring that postpetition
warrants be paid first, regardless of registration number.
Postpetition general fund warrants will be issued at prevailing
market rate, which is currently 7%, under terms identical to
prepetition general fund warrants of the Debtor and general fund
warrants of sanitary and improvement districts in general, with
the exception of terms relating to order of payment and priority.

Headquartered in Omaha, Nebraska, Sanitary & Improvement District
425 of Douglas County, Nebraska filed for chapter 9 protection on
Oct. 26, 2005 (Bankr. D. Nebr. Case No. 05-85871).  Mark James
LaPuzza, Esq., at Pansing Hogan Ernst & Bachman, LLP, represents
the Debtor in its restructuring efforts.  William L. Biggs, Jr.,
Esq., at Gross & Welch represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $500,000 to $1 million
and estimated debts between $10 million to $50 million.


SANMINA-SCI CORP: Solicits Consents from Senior Note Holders
------------------------------------------------------------
Sanmina-SCI Corporation disclosed that it is soliciting consents
from the holders of the $400 million aggregate outstanding
principal amount of its 6-3/4% Senior Subordinated Notes due
2013 and the holders of the $600 million aggregate outstanding
principal amount of its 8.125% Senior Subordinated Notes due
2016.

The Company is requesting a waiver, until December 14, 2006, of
any default or event of default that may arise by virtue of the
Company's failure to file with the Securities and Exchange
Commission and furnish to the trustee and holders of notes,
certain reports required to be filed by the Company under the
Securities Exchange Act of 1934, as amended.

The Company also disclosed that, it has not yet filed with the
Securities and Exchange Commission its Quarterly Report on Form
10-Q for the fiscal quarter ended July 1, 2006.

The Company is offering a consent fee of $16.25 in cash for each
$1,000 in principal amount of its 6-3/4% Senior Subordinated Notes
due 2013.  The Company is offering a consent fee of $10 in cash
for each $1,000 in principal amount of its 8.125% Senior
Subordinated Notes due 2016.

The consent solicitation will expire at 5:00 p.m., New York City
time, on Sept. 6, 2006.  Holders may tender their consents to the
Tabulation Agent at any time before the expiration date.

The Company has retained Global Bondholder Services Corporation to
serve as its Information Agent and Tabulation Agent for the
consent solicitation.  Requests for documents should be directed
to Global Bondholder Services at (866) 470-3800 or (212) 430-3774.
The Company has also retained Banc of America Securities LLC and
Citigroup Corporate and Investment Banking as joint solicitation
agents for the consent solicitation.

Questions concerning the terms of the consent solicitation should
be directed to:

                Banc of America Securities LLC
                (888) 292-0070; or
                (704) 388-4813

                Citigroup
                Corporate and Investment Banking
                (800) 558-3745; or
                (212) 723-6106 (collect).

Headquartered in San Jose, California, Sanmina-SCI Corporation
(Nasdaq: SANM) -- http://www.sanmina-sci.com-- is an electronics
contract manufacturing services companies providing a full
spectrum of integrated, value added solutions.

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 16, 2006
Standard & Poor's Ratings Services placed its 'BB-' corporate
credit and other ratings on San Jose, California-based Sanmina-SCI
Corp. on CreditWatch with negative implications following the
company's announcement that it will delay filing its June 2006
10-Q financial statements until an internal review of stock option
practices is complete.

As reported in the Troubled Company Reporter on Aug. 16, 2006,
Moody's Investors Service placed the ratings of Sanmina-SCI
Corporation on review for possible downgrade following the
announcement by the Company updating the status of the on-going
investigation into its stock option administration practices and
confirming that Sanmina will not be able to file with the
Securities and Exchange Commission its 10-Q for the quarter ended
July 1, 2006 by the required deadline as result of the
investigation.

Ratings under review for downgrade include the Company's Ba2
Corporate Family rating (negative outlook); the B1 rating on
Sanmina's $400 million senior subordinated notes due 2013; B1
rating on SCI Systems Inc.'s $525 million 3% convertible
subordinated notes due 2007; B1 rating on $600 million senior
subordinated notes due 2016; and SGL-1 speculative grade liquidity
rating.


SATELITES MEXICANOS: Amends Restructuring Pact with Loral, et al.
-----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., entered into an amendment to
its March 31, 2006, restructuring agreement with:

    1) Servicios Corporativos Satelitales, S.A. de C.V.;

    2) Loral Skynet Corporation and Loral SatMex Ltd.;

    3) Principia, S.A. de C.V.;

    4) certain beneficial owners of the Senior Secured Floating
       Rate Notes due June 30, 2004; and

    5) certain beneficial owners of the 10-1/8% Senior Notes due
       November 1, 2004.

Pursuant to the Amendment, the Debtor's deadline to obtain a final
and non-appealable order assuming its global settlement agreement
with these Loral entities is extended until Sept. 7, 2006:

      * Loral Space & Communications Ltd.,
      * Loral Space & Communications Holdings Corporation,
      * Loral Skynet Network Services, Inc.,
      * Loral SpaceCom Corporation,
      * Loral Skynet, a division of Loral SpaceCom Corporation,
      * Space Systems/Loral, Inc., and
      * Loral Space & Communications Inc.

The Debtor will use its commercially reasonable best efforts to
have its Chapter 11 Plan of Reorganization confirmed by the
Bankruptcy Court, which Plan will include binding mutual releases
for all claims among the Debtor, Servicios, Loral, Principia, the
other Loral Entities, and all holders of claims against the
Debtor, other than claims based on fraud, gross negligence,
willful misconduct or criminal conduct, or claims or obligations
contained in the Loral Settlement Agreements.

The Debtor has filed a request with the Bankruptcy Court to assume
the Loral Settlement Agreements.  A hearing to consider the
Debtor's request is scheduled for Sept. 6, 2006, at 10 a.m. in
Manhattan.

A full-text copy of the First Amendment dated July 28, 2006, is
available at no charge at http://ResearchArchives.com/t/s?101d

The Supporting Floating Rate Noteholders are:

      * The Canyon Value Realization Fund (Cayman), Ltd.,
      * Canyon Value Realization Fund, L.P.,
      * Canyon Value Realization MAC 18, Ltd.,
      * Institutional Benchmarks Series (Master Feeder)
          Limited in Respect of The Centaur Series,
      * Murray Capital Management, Inc.,
      * Morgan Stanley & Co. Incorporated,
      * Black Diamond Offshore, Ltd.,
      * Double Black Diamond Offshore LDC,
      * Cedarview Capital Management, LP,
      * Clinton Group, Inc.,
      * Continental Casualty Company,
      * Greenwich International, Ltd.,
      * Polygon Global Opportunities Master Fund,
      * Taconic Capital Advisors, LLC, and
      * Resolution Master Fund L.P.

The Supporting Senior Noteholders are:

      * Murray Capital Management, Inc.,
      * Atlantic Pacific Management Group LLC,
      * LPETE LLC,
      * SSGDP LLC,
      * DRALLI LLC,
      * Gramercy Emerging Markets Fund,
      * HFR EM Select Master Trust,
      * KAPALI LLC,
      * LMC Recovery Fund LLC,
      * PALLMALL LLC,
      * UVIADO LLC,
      * GRNPARK LLC,
      * KADESI LLC,
      * Harbinger Capital Partners Master Fund I, Ltd., and
      * Morgan Stanley & Co. Incorporated

                   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: Wants to Assume Loral Settlement Agreements
----------------------------------------------------------------
Satelites Mexicanos, S.A. de C.V., asks permission from the U.S.
Bankruptcy Court for the Southern District of New York to assume:

    (a) the Settlement Agreement, dated as of June 14, 2005, with
        Space Systems/Loral, Inc.; Loral Space & Communications
        Corporation, now known as Loral Space & Communications
        Holdings Corporation; Loral SpaceCom Corporation; Loral
        Skynet, a division of SpaceCom; and Loral Skynet Network
        Services, Inc.;

    (b) a contract with SS/L for the Satmex 6 Satellite Program
        dated June 14, 2005;

    (c) an agreement with LSC, as assignee of Loral Skynet,
        concerning the Lease of Transponders for the Satmex 5
        Satellite dated June 14, 2005;

    (d) an agreement with SS/L, as assignee of LSCC, concerning
        the Lease of Transponders for the Satmex 6 Satellite dated
        June 14, 2005; and

    (e) certain active capacity agreements, as amended, which
        consist of:

           (i) Satmex Contract Number 673-1 with Loral Skynet for
               the lease of satellite space segment capacity dated
               October 1, 2003;

          (ii) Satmex Contract Number 383-1 with Loral Skynet for
               the lease of satellite space segment capacity dated
               March 1, 2000; and

         (iii) Satmex Contract Number 257-1 with Loral Skynet
               Network Services, Inc., for the lease of satellite
               space segment capacity dated September 1, 1999.

Satmex is a party to a global settlement agreement and related
documents with various entities affiliated with Loral Skynet
Corporation and Loral SatMex Ltd. The Loral Settlement Agreements
resolve numerous issues and claims under various of the parties'
then-existing relationships and agreements.

Satmex is expressly required to assume the Loral Settlement
Agreements by September 7, 2006, pursuant to:

     -- the terms of the Settlement Agreements; and

     -- an April 2006 stipulation among Satmex; certain holders of
        its 10-1/8% Unsecured Senior Notes due November 1, 2004,
        and Senior Secured Floating Rate Notes due June 30, 2004;
        and the Loral Entities, which was approved by the
        Bankruptcy Court in the Section 304 Proceeding.

The Loral Settlement Agreements are an integral component of the
consensual restructuring set forth in Satmex's Chapter 11 Plan of
Reorganization, Luc A. Despins, Esq., at Milbank, Tweed, Hadley &
McCloy LLP, in New York, tells the Court.

"Absent approval of the assumption of these agreements, it is
likely that Loral will not support the Chapter 11 Plan.  As a
result, confirmation of the Chapter 11 Plan will be made
difficult, if not impossible, under Section 1129(b) of the
Bankruptcy Code," Mr. Despins says.

                    Loral Settlement Agreements

Among other things, the Loral Settlement Agreements provide
for SS/L and Satmex's termination of their obligations under a
June 25, 2003, Amended and Restated Contract for the Satmex 6
Satellite Program, including SS/L's right to earn potential
orbital incentive payments and an "end of life" bonus.  The
parties entered into a new contract whereby, among other things,
SS/L renewed its commitment to provide its continued support for
the launch of Satmex 6.

Satmex was allowed a $3,694,609 general unsecured claim against
SS/L in SS/L's Chapter 11 case.  SS/L paid the claim in April
2006.

Satmex and SpaceCom also agreed to terminate a November 17, 1997,
Satmex Management Agreement and a November 17, 1997, License
Agreement.

In addition, Satmex agreed to provide to SS/L, as assignee of
LSCC, satellite space segment capacity service consisting of two
36 MHz Ku-band transponders and two 36 MHz C-band transponders on
Satmex 6.  Subject to obtaining certain consents, Satmex will
grant SS/L a security interest or title to the SS/L Transponders.

Satmex and the Loral Entities agreed to modify the terms of a
fully prepaid end-of-life lease agreement between Satmex and
Loral Skynet.  Under the lease, Satmex provided to Loral Skynet
satellite space segment capacity service consisting of three
36 MHz Ku-band transponders on Satmex 5.

Subject to obtaining certain consents, Satmex and the Loral
Entities also agreed to grant Loral Skynet a security interest or
title to the transponders.  The Skynet Transponders were
subsequently assigned from Loral Skynet to LSC.

Pursuant to a March 2006 Restructuring Agreement that Satmex
entered into with Servicios Corporativos Satelitales, S.A. de
C.V.; Principia S.A. de C.V.; Loral; and the ad hoc committees of
holders of Satmex's Senior Secured Notes and Existing Bonds,
Loral agreed that the Loral Entities and their assignees would
receive, instead of a security interest in or title to the Loral
Transponders, the grant of a usufructo under Mexican law in the
Loral Transponders.

The Loral Usufructo constitutes an in rem property right whereby
the Grant Holders are entitled to the quiet use and enjoyment of
the Skynet Transponders on Satmex 5 for the life of Satmex 5 and
the SS/L Transponders on Satmex 6 for the life of Satmex 6.

The Loral Entities are to receive the Loral Grant of the Loral
Usufructo on the effective date of Satmex's Chapter 11 Plan of
Reorganization, at which time the Loral Settlement Agreements
will be modified accordingly.

Without waiving any of their rights under the Restructuring
Agreement and the Loral Settlement Agreements, the Loral Entities
have agreed that for so long as the Restructuring Agreement is in
effect as to Loral, the Loral Entities will forbear from
exercising their rights in respect of the requirement under the
Loral Settlement Agreements that Satmex use its best efforts to
transfer title to or a security interest in the Loral
Transponders to the applicable Loral Entity or its assignee free
and clear of any liens or encumbrances of any kind.

Satmex believes that for so long as it is acting in good faith in
seeking the Loral Usufructo and the Loral Grant, it has complied
with its obligations with respect to the Title/Lien Requirement
and no damages should accrue with respect to the Title/Lien
Requirement.

A summary of the salient terms of the Loral Settlement Agreements
is available at no charge at http://ResearchArchives.com/t/s?1033

The Loral Settlement Agreements have been approved in the Chapter
11 cases of Loral Space & Communications Ltd. and its affiliated
debtors (Lead Case No. 03-41710 (RDD) (Bankr. S.D.N.Y.)) by order
dated July 26, 2005.  In addition, Thomas Stanley Heather
Rodriguez, the conciliador in the Concurso Proceeding in Mexico,
has confirmed his support of the Loral Settlement Agreements.

The holders of the Senior Secured Notes, and Citibank, N.A., in
its capacity as indenture trustee and collateral trustee for the
Senior Secured Notes, assert that certain transactions
contemplated by the Loral Settlement Agreements, including the
Title/Lien Requirement, require the Senior Secured Noteholders'
or Citibank's consent.  The Senior Secured Noteholders and
Citibank have not granted any consent and reserve the right not
to grant any consent in the future.

Pursuant to Section 365(b), Satmex will pay $16,415 to LSC to
cure any monetary default under the Loral Settlement Agreements.

                   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).




SCOTTISH RE: Moody's Lowers Ratings and May Downgrade Further
-------------------------------------------------------------
Moody's Investors Service downgraded to Ba3 from Ba2 the senior
unsecured debt rating of Scottish Re Group Limited and also
downgraded to Baa3 from Baa2 the insurance financial strength
ratings of the company's core insurance subsidiaries, Scottish
Annuity & Life Insurance Company Ltd. and Scottish Re, Inc.  The
ratings have been placed on review for possible further downgrade.

These ratings were downgraded and placed on review for possible
further downgrade:

Scottish Re Group Limited:

   * Senior Unsecured to Ba3 from Ba2;
   * Senior Unsecured Shelf to (P)Ba3 from (P)Ba2;
   * Subordinate Shelf to (P)B1 from (P)Ba3;
   * Preferred Stock to B2 from B1;
   * Preferred Shelf to (P)B2 from (P)B1;

Moody's affirmed and placed Scottish Re Group Limited's Junior
Subordinate Shelf  at (P)B1 on review for downgrade.

Moody's stated that Scottish Re's collateral and liquidity needs
are greater than had been anticipated at the time of its last
rating action on July 31, 2006, when the rating agency downgraded
the ratings of Scottish Re and its subsidiaries following the
company's profit warning.

"The company needs to raise capital or secure collateral to manage
through its impending liquidity needs over the near term,"
According to Scott Robinson, Vice President and Senior Credit
Officer at Moody's.  "while we believe a sale of the company is
likely, the timing is uncertain, and there is a risk that the
company could run out of liquidity prior to a sale."

Moody's highlighted the August 14 draw down of funds under the
Stingray Investor Trust as an indication that the liquidity
position of Scottish Re is extremely tight.  Liquidity needs
include those that can be anticipated and projected to a varying
degree of confidence, such as truing up reserve collateral trusts
and other collateral requirements, operating expenses, debt
servicing and debt repayments, as well as unanticipated liquidity
needs that could result from any unexpected deterioration in the
financial condition of the company.

As Moody's previously commented, there is a significant amount of
uncertainty surrounding Scottish Re's ability to access the $168.6
million of additional credit available under its two unsecured 3-
year bank facilities.  There are also limitations under the bank
agreement on monies being transferred from SALIC to Scottish Re.
Thus, to pay off the $115 million outstanding 4.5% convertible
notes that are putable at par in December, the company needs to
raise money at the holding company level or resolve the issue with
the bank syndicate, potentially by collateralizing or paying down
some or all of the outstanding amount on the facility.

The company has stated that it is working with various parties on
securing additional capital and freeing up liquidity over the
near-term.  These include standard reinsurance and surplus relief
reinsurance, private equity, or asset based financing type
transactions.

"Any such transactions would be only temporary solutions,
providing Scottish Re with additional liquidity and collateral
that could support the company through the sales process."  He
continued, "there is a reasonable possibility the company will
secure additional capital; however, further downgrades are likely
if the company is unable to close any such transactions over the
very near term."

Moody's emphasized that the company likely represents an
attractive acquisition target for a variety of buyers, including
those seeking value in the inforce blocks of business, as well
as those seeking to gain a foothold in the U.S. life reinsurance
market.  Additionally, the company has a significant net operating
loss as well as the ability to generate additional net operating
losses, which could be of significant economic benefit for certain
buyers.

Notwithstanding the likelihood of a sale, the rating agency
highlighted that given the complicated nature of the business
and the company structure, the timing of any sale is uncertain.
Also, recently filed class action lawsuits could cause additional
difficulties.

Scottish Re Group Limited is a Cayman Islands company with
principal executive offices located in Bermuda; it also has
significant operations in Charlotte, NC, Denver, CO and Windsor,
England. On June 30, 2006, Scottish Re reported assets of
$14.6 billion and shareholders' equity of $1.2 billion.

Moody's insurance financial strength ratings are opinions on the
ability of insurance companies to repay punctually senior
policyholder claims and obligations.


SHAW COMMS: Inks Agreements to Purchase Whistler Cable, Norcom
--------------------------------------------------------------
Shaw Communications as entered into an agreement to acquire
Whistler Cable Television Ltd., subject to approval of the Toronto
Stock Exchange.  Whistler Cable operates cable and Internet
systems in Whistler and Pemberton, British Columbia.

"Whistler Cable is an excellent system and a perfect fit with
Shaw's existing systems on the West Coast, as well with the system
that we recently acquired from Coast Mountain Communications Inc.
which also operates in Pemberton.  We are excited by the
opportunity to provide leading entertainment and communications
services to the world renowned resort town of Whistler,
particularly with the 2010 Winter Olympics approaching," said
Peter Bissonnette, President of Shaw.

"We are very pleased about joining forces with Shaw" said M.J.
Saperstein, the owner of Whistler Cable.  "Shaw has a reputation
on the West Coast of providing exceptional products and services
to their customers, and this will now be extended to the residents
of Whistler and Pemberton."

Shaw also reported that on August 9, it entered an agreement to
acquire Norcom Telecommunications Limited, subject to CRTC
approval.  Norcom operates cable and Internet systems located in
Northwestern Ontario including Kenora, Red Lake, Sioux Lookout,
Ear Falls and Ignace, together with the CTV television station,
CJBN-TV, in Kenora.

"We are truly delighted with the acquisition of Norcom" said Peter
Bissonnette, President of Shaw Communications Inc.  "Shaw has been
proud to serve customers in Winnipeg and Northwestern Ontario,
including Thunder Bay, Fort Frances and Dryden, for many years,
and we look forward to providing the same leading entertainment
and communications services to Norcom's customers."

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified Canadian communications
company whose core business is providing broadband cable
television, Internet, Digital Phone, telecommunications services
(through Big Pipe Inc.) and satellite direct-to-home services
(through Star Choice Communications Inc.) to approximately
3.0 million customers.  Shaw is a member of the S&P/TSX 60 index.

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service affirms Shaw Communications Inc.'s
ratings  and assigned a Ba2 rating on the Company's CDN$300
million senior unsecured debenture.  Moody's said the outlook for
all ratings is stable.

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Shaw Communications Inc.'s CDN$300 million senior unsecured
notes due 2016.  At the same time, S&P affirmed the Company's
'BB+' long-term corporate credit rating.  S&P said the outlook is
stable.


SILICON GRAPHICS: Wants Until December 29 to File Chapter 11 Plan
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the District of New York to extend,
without prejudice to their rights to seek further extensions,
their:

    * Exclusive Plan Proposal Period through and including
      December 29, 2006; and

    * Exclusive Solicitation Period through and including
      February 28, 2007.

Gary Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York,
tells Judge Lifland that the Debtors' Chapter 11 cases are
sufficiently large and complex to warrant the requested extension.

According to Mr. Holtzer, the Debtors' good-faith progress is
evidenced by the accomplishment of several milestones within 90
days of the Petition Date, specifically:

    -- the filing of a Plan of Reorganization supported by the
       representatives of all economic parties-in-interest;

    -- the approval of the related Disclosure Statement;

    -- the commencement of solicitations; and

    -- the establishment of a date for the hearing on confirmation
       of the Plan.

Mr. Holtzer maintains that granting the extension will afford the
Debtors the opportunity to ensure the confirmation of a viable and
consensual Chapter 11 plan, without giving them unfair bargaining
leverage over creditor constituencies.  Instead of prejudicing any
party-in-interest, the extension will afford the Debtors the
opportunity to ensure the confirmation of a realistic, viable and
consensual Chapter 11 plan.

The Debtors assure the Court that since the Petition Date, they
have timely met, and will continue to timely meet, their
postpetition obligations.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SILICON GRAPHICS: Wants Lease-Decision Period Extended to Dec. 4
----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to extend
the period within which they may assume or reject their unexpired
leases for an additional 90 days, through and including the
earlier of:

    (i) the effective date of the proposed Plan of Reorganization;
        and

   (ii) December 4, 2006.

As of August 16, 2006, the Debtors are party to 18 unexpired
leases of nonresidential real property, Gary Holtzer, Esq., at
Weil, Gotshal & Manges LLP, in New York, relates.

Section 365(d)(4) of the Bankruptcy Code provides that if a debtor
does not assume or reject an unexpired lease of nonresidential
real property by the earlier of the date that is 120 days after
the Petition Date, or the date of the entry of the order
confirming a plan, the lease will be deemed rejected and the
debtor will immediately surrender the property to the lessor.
However, the Court may extend the debtor's lease decision period
prior to the expiration of the 120-day period, for 90 days, upon
the debtor's request for cause.

Under the Plan, the Debtors will generally reject executory
contracts and unexpired leases not specifically listed for
assumption in the Plan's schedules, with assumption and rejection
effective upon the Debtors' emergence from Chapter 11.  However,
Mr. Holtzer notes that the confirmation of the Plan will not occur
until after September 5, 2006, which is the current deadline to
assume or reject the Unexpired Leases.

Without an extension of the Lease Decision Period, the Debtors may
be forced to assume unnecessary leases, including needless
administrative expenses, or to reject leases that are beneficial
to them, Mr. Holtzer says.

Mr. Holtzer notes that the extension is necessary because:

    * the Unexpired Leases are important to the Debtors' continued
      operation and their reorganization efforts; and

    * the Debtors wish to avoid making unreasonable or uninformed
      decision as to whether to assume or reject the Unexpired
      Leases.

The lessors under the Unexpired Leases will not be prejudiced by
the extension, Mr. Holtzer further notes.

The Debtors assure Judge Lifland that they are current, and intend
to remain current, on their postpetition obligations under the
Unexpired Leases.

A full-text copy of the list of Unexpired Leases is available for
free at http://researcharchives.com/t/s?102a

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 15; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SPECTRE GAMING: Receives $5.1 Mil. Gross Proceeds from Debentures
-----------------------------------------------------------------
Spectre Gaming, Inc., has completed the private placement of its
convertible debentures with gross proceeds of $5,171,700.

The Company disclosed that, the private placement was subscribed
to by institutional investors and high net-worth individuals.  The
debentures are convertible into common stock of the Company at the
price of $1 per common share.  The debenture purchasers also
received 5-year warrants to purchase an aggregate of 10,343,500
shares of common stock at a price of $1.10 per share.

The Company also announced that it has begun placing its AWP
machines at customer locations and has successfully installed 156
games at three locations.  In addition, the Company has acquired
or has in inventory, another 975 machines which it is currently
converting to AWP for placement at customer locations.  The
Company currently has a backlog of customer orders exceeding 4,000
units.

D. Bradly Olah, president, stated, "We are very pleased with the
response we received during this offering.  The proceeds from the
offering give us the capital we believe we will need to continue
with installations of AWP games in the Florida and Texas
marketplace.  To date we have placed 156 machines and expect to
continue toward our goal of installing 2,000 units by year end.
We believe that the initial response from our customers and their
patrons at installed locations has been excellent and that we have
proven the viability of our technology."

The Company further disclosed that, the securities sold in the
private placement have not been registered under the Securities
Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from
registration requirements.

Headquartered in Minneapolis, Minnesota, Spectre Gaming, Inc.,
(OTC Bulletin Board: SGMG) -- http://www.spectregaming.com/-- is
a provider of a proprietary interactive amusement-with-prize
system.  The Company designs and develops networks, software and
content that provide its customers with a comprehensive amusement
system.  The company was incorporated as MarketLink, Inc., in 1990
and changed its name to OneLink Communications, Inc., in 1997.
Further, OneLink Communications changed its name to OneLink, Inc.,
in 2000 and to Spectre Gaming, Inc., in 2004.

                      Going Concern Doubt

Virchow, Krause & Company, LLP, expressed substantial doubt about
Spectre Gaming's ability to continue as a going concern after it
audited the company's financial statements for the fiscal years
ended Dec. 31, 2005.  The auditing firm pointed to the company's
net losses for the years ended Dec. 31, 2005 and 2004, had an
accumulated deficit at Dec. 31, 2005, and does not have adequate
liquidity to fund its operations through out fiscal 2006.


STANDARD AERO: S&P Affirms B+ Rating & Removes Negative Watch
-------------------------------------------------------------
Standard & Poor's Ratings Services removed its ratings on
Standard Aero Holdings Inc. from CreditWatch with negative
implications, where they were placed Jan. 27, 2006.

At the same time, Standard & Poor's affirmed its ratings,
including its 'B+' long-term corporate credit rating, on the
company.  The outlook is negative, reflecting expectations of
future earnings pressure as a result of the recent renegotiation
of a key contract.

Standard Aero is one of the leading independent providers of
maintenance, repair, and overhaul of aerospace engines.  It has
primary operations in the U.S. and Canada, with smaller facilities
in Europe and Singapore.  About three-quarters of its sales are in
the U.S.

Standard Aero's annual revenues are approximately $750 million,
and are split about equally between its military and commercial
(servicing predominantly business and regional aircraft operators)
segments. A significant risk to its military business is the
concentration of revenues.

"Approximately 30% of total corporate revenues relate to its role
as a subcontractor to Kelly Aviation Center LP to provide MRO
services to T-56 engines, which powers the U.S. C-130 military
fleet," said Standard & Poor's credit analyst Kenton Freitag.

"This contract was subject to a dispute that was recently
resolved.  As a result of price concessions, we expect that the
contract will become materially less profitable to Standard Aero,"
Mr. Freitag added.

The contract will, however, enable Standard Aero to provide
exclusive MRO services until at least 2010, with options
potentially to 2014.

The negative outlook reflects lingering uncertainty about future
levels of profitability, given recent price concessions on its key
contract with Kelly Aviation Center, and pontential concerns about
remaining compliant with financial covenants in 2007.

Should operating profits fall materially in the next 18 months, a
downgrade could result.  Conversely, if the company is able to
maintain or improve current levels of profitability and alleviate
covenant concerns, the outlook could be revised to stable.


STATER BROS: June 25 Stockholders' Deficit Widens to $16.8 Million
------------------------------------------------------------------
Stater Brothers Holdings Inc. filed its third fiscal financial
report for the period ended June 25, 2006, with the Securities and
Exchange Commission on Aug. 9, 2006.

Sales for the thirteen week third quarter ended June 25, 2006,
compared with the third quarter 2005, increased $45.5 million or
5.4% and amounted to $885.9 million compared with $840.4 million
for the thirteen weeks ended June 26, 2005.

Total sales for the thirty-nine weeks ended June 25, 2006,
increased $94.2 million or 3.7% and amounted to $2.62 billion
compared with $2.52 billion for the same period in fiscal 2005.

Like store sales for the quarter were impacted by the timing of
the Easter holiday, which fell in the third quarter of the current
year compared to the second quarter of fiscal 2005.  Easter added
approximately $7.8 million to fiscal 2005-second quarter sales.

After taking the effect of the Easter holiday, like store sales
increased 2.3% for the third quarter of fiscal 2006 over fiscal
2005. Like store sales increased 1.0% for the year-to-date period
of fiscal 2006 over fiscal 2005.

The Company reported net income for the thirteen week third
quarter ended June 25, 2006, of $5.7 million compared with net
income of $7.3 million for the thirteen weeks ended June 26, 2005.
Net income for the fiscal year-to-date periods amounted to
$15.3 million in 2006 and $14.1 million in 2005.

At June 25, 2006, the Company's balance sheet showed
$1.040 billion in total assets and $1.057 billion in total
liabilities, resulting in a $16.895 million stockholders' deficit,
as compared with $13.395 million deficit at Sept. 25, 2005.

"The third quarter results reflected positive operating
performance due to the dedicated efforts of our Stater Bros.
Family members, despite continued competitive pricing pressures,"
Jack H. Brown, chairman, president and chief executive officer of
Stater Bros. Holdings Inc., said.

"We remain committed to our 'Valued Customers' to provide a
friendly and satisfying shopping experience on each and every one
of their visits to our supermarkets and maintain our commitment to
being the low price leader."

Full-text copy of the Company's third quarter financials are
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 162 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.


THE SPORTS CLUB: March 31 Balance Sheet Upside-Down by $18 Million
------------------------------------------------------------------
At March 31, 2006, The Sports Club Company Inc.'s balance sheet
showed total stockholders' deficit of $18,155,000 from total
assets of $105,952,000 and total liabilities of $107,667,000.

The Company's March 31 balance sheet also showed total current
assets of $22,098,000 and total current liabilities of
$21,380,000.

For the three months ended March 31, 2006, the Company incurred
net loss of $2,671,000 from total revenues of $14,563,000.

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

               http://researcharchives.com/t/s?1018

Headquartered in Los Angeles, California, The Sports Club Company
Inc. owns and operates luxury sports and fitness complexes in the
United States under the brand-name "The Sports Club/LA."


TRINSIC INC: June 30 Stockholders' Deficit Widens to $13.9 Million
------------------------------------------------------------------
Trinsic, Inc., filed its second quarter financial statements for
the three months ended June 30, 2006, with the Securities and
Exchange Commission on Aug. 8, 2006.

The Company reported $2.795 million net loss on $43.878 million of
revenues for the second quarter ended June 30, 2006, compared with
$3.257 million net loss on $50.797 million of revenues for the
same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$48.219 million in total assets and $62.154 million in total
liabilities, resulting in a $13.935 million stockholders' deficit,
as compared with $8.384 million deficit at Dec. 31, 2005.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?1014

Trinsic, Inc. (OTCBB: TRIN) -- http://www.trinsic.com/-- offers
consumers and businesses traditional and IP telephony services.
Trinsic's products include proprietary services such as Web-
accessible, voice-activated calling and messaging features that
are designed to meet customers' communications needs intelligently
and intuitively.  Trinsic is a member of the Cisco Powered Network
Program and makes its services available on a wholesale basis to
other communications and utility companies, including Sprint.
Trinsic, Inc., changed its name from Z-Tel Technologies, Inc. on
January 3, 2005.


WEEKS LANDING: Wants Plan-Filing Period Stretched to October 15
---------------------------------------------------------------
Weeks Landing, LLC, and its debtor-affiliates ask the United
States Bankruptcy Court for the Middle District of Florida in Fort
Meyers to extend:

   a) until Oct. 15, 2006, their exclusive period to filed a
      Chapter 11 Plan of Reorganization; and

   b) until Dec. 15, 2006, their exclusive period to solicit
      acceptances of their Plan.

Jordi Guso, Esq., at Berger Singerman, PA, tells the Court that
the proposed exclusivity extensions will allow RCMP Enterprises,
LLC, to complete its due diligence.

RCMP has agreed to fund the Debtors' plan of reorganization
pursuant to a court-approved Term Sheet.  Under the term sheet,
RCMP anticipated completing its due diligence by July 24, 2006.
However, RCMP failed to complete its due diligence by the July
deadline and asked the Debtor for and an extension of the due
diligence through Sept. 24, 2006.  The Debtors have consented to
the extension.

Headquartered in Bonita Springs, Florida, Weeks Landing, LLC, owns
the Weeks Fish Camp.  The Debtor and three of its affiliates filed
for chapter 11 protection on Apr. 14, 2006 (Bankr. M.D. Fla. Case
No. 06-01721).  Jordi Guso, Esq., at Berger Singerman, P.A.,
represents the Debtors in their restructuring efforts.  No
Official Committee of Unsecured Creditors has been appointed in
the Debtors' cases.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million and $50 million.


WILLBROS GROUP: Closes Sale of Venezuelan Businesses
----------------------------------------------------
Willbros Group, Inc. has closed the transaction for the
sale of its Venezuelan businesses.  As previously reported,
Willbros determined that it would cease operations in Venezuela
and sell all its remaining businesses associated with Venezuelan
assets and operations.  As anticipated by the Company, Willbros
recognized no gain or loss on disposal.

"The sale of the Venezuelan businesses removes the uncertainty
associated with our presence in that market and allows us to
redeploy resources to manage and execute the record backlog in
North America" Mike Curran, Chairman and Chief Executive Officer,
commented.

The transaction included the marine yard and offices located on
Lake Maracaibo, the marine equipment in Venezuela and the
Company's interest in a project providing water injection services
for production in Lake Maracaibo.

Willbros Group, Inc. (NYSE:WG) -- http://www.willbros.com/-- is
an  independent contractor serving the oil, gas and power
industries, providing engineering and construction, and facilities
development and operations services to industry and government
entities worldwide.

                     Long-term Debt Waivers

During the period from Nov. 23, 2005, to June 14, 2006, the
Company entered into four additional amendments and waivers to the
2004 Credit Facility with its syndicated bank group to waive non-
compliance with certain financial and non-financial covenants.
Among other things, the amendments provided that: (1) certain
financial covenants and reporting obligations were waived and/or
modified to reflect the Company's current and anticipated future
operating performance; (2) the ultimate reduction of the facility
to $70,000 for issuance of letter of credit obligations only; and
(3) a requirement for the Company to maintain a minimum cash
balance of $15,000.


WISE METALS: Loses One of its Biggest Customers
-----------------------------------------------
Crown Cork and Seal (USA), Inc., has informed Wise Metals Group
LLC that that it will place its beverage can sheet volume with
other producers for the fourth quarter of 2006 and for calendar
year 2007.  However, Crown will continue buying sheet from Wise
Metals for its food products.

In its quarterly report for the period ended June 30, 2006, filed
with the Securities and Exchange Commission, Wise Metals disclosed
that sales to Crown totaled approximately 20% of its net sales in
2005.   The Company admitted that Crown's decision will result in
a substantial loss of volume, and to the extent it is not replaced
with other volume, could have a material adverse effect on its
financial condition and results of operations.

On Aug. 11, 2006, Wise Metals filed a lawsuit against Crown in
state court in Alabama.  The lawsuit alleges damages because of
breaches by Crown of the beverage can sheet contract, and asks the
court to interpret certain pricing provisions of the food
contract.

                      About Wise Metals

Based in Baltimore, Maryland, Wise Metals Group LLC includes: Wise
Alloys, producer of aluminum can stock for the beverage and food
industries using recycled aluminum in the production of its can
stock; Wise Recycling, direct-from-the-public collectors of
aluminum beverage containers in the United States, operating
shipping and processing locations throughout the United States
that support a network of neighborhood collection centers; and
Listerhill Total Maintenance Center, specializing in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants worldwide ranging from small on-site repairs to
complete turn-key maintenance.


WISE METALS: Incurs $16.5 Million Net Loss in 2006 Second Quarter
-----------------------------------------------------------------
Shipments of Wise Metals Group's aluminum beverage can stock,
other rolled aluminum products and scrap in the second quarter of
2006 totaled 207.4 million pounds compared to 199.4 million for
the same period in 2005, an increase of 4%.

Shipments of scrap at Wise Recycling increased 10% in the second
quarter of 2006 versus the second quarter of 2005 while shipments
of commercial products, or common alloy, increased 36%.

These increases were offset by a 1% decrease in can sheet shipment
volumes which have been reduced as a result of contractual
renegotiations to improve pricing.  For the six months ended June
30, 2006, shipments totaled 377.3 million pounds, compared to
395.9 million pounds for the same period in 2005, a 5% decrease.

Net loss for the second quarter of 2006 was $16.5 million, which
includes a $3.5 million unfavorable impact for FAS 133.  This
compares to a net income of $5.5 million in the second quarter of
2005, which includes a $4.9 million favorable impact for FAS 133.

After adjusting for FAS 133, net loss for the second quarter of
2006 was $13 million, compared to a net income of $600,000 in the
second quarter of 2005, adjusting for similar items.  The
difference of approximately $13.6 million includes the effects of
aluminum price caps, increased interest expense of $2.2 million
and increased natural gas prices impacting the quarter by
$1.9 million.

Sales increased by approximately 23% to $283.3 million for the
three months ended June 30, 2006, and have increased 10% to $499.5
million for the six months ended June 30, 2006, compared to year-
ago figures.

                      Line of Credit Amendment

On June 12, 2006, Wise Metals Group LLC completed an amendment to
its revolving line of credit resulting in a $20 million increase
to the facility from $180 million to $200 million.  Furthermore,
on Aug. 4, 2006, the facility was further increased to
$207.5 million and extended one year to May 5, 2009.  These
additional funds are immediately available to the company, subject
to customary borrowing base calculations.

"Second quarter results clearly demonstrate the significant
effects that metal price caps have on our industry," said Chairman
and Chief Executive Officer David F. D'Addario.  "This only
underscores the critical nature of the efforts that we began
nearly two years ago to set the course for a transformation of
this industry standard."

Metal price caps or ceilings have been an industry standard in the
aluminum can industry and set a maximum price for the aluminum
component that is passed through to customers through the industry
chain.  The price ceiling suppressed the sales price and resulting
revenue for the second quarter by an approximate $19.7 million and
is expected to have a similar but reduced impact in the third
quarter due to lower volumes.

"The ceiling impact for the quarter is mitigated somewhat by the
effect of price increases that were negotiated back in 2005 and
began taking effect January 1 of this year," said Chief Financial
Officer Ken Stastny.  "Further price increases set to take effect
on October 1 and again on January 1, 2007, are expected to offset
what may otherwise be a larger impact from the price ceilings in
the fourth quarter."

The price paid for natural gas in the three months ended June 30,
2006 averaged $8.95 per mmBTU while the average for the same
period in 2005 was $7.08 reflecting an increase of 27%. This
increase impacted the quarter by approximately $1.9 million versus
the same period in 2005.

"Despite challenging conditions from energy and the effect of the
aluminum price caps, we continue to execute on our cost cutting
and productivity efforts while expanding our capabilities to serve
the commercial products markets," according to Executive Vice
President Phil Tays, who recently was appointed plant manager of
Wise Alloys.

"We are excited about the ongoing prospects of this business and
have placed all efforts to plan for and manage through a difficult
transition year," added Mr. D'Addario.  "With these management
changes we are now eagerly setting the positive direction for our
company heading into 2007 and beyond."

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1015

                       About Wise Metals Group

Based in Baltimore, Maryland, Wise Metals Group LLC includes: Wise
Alloys, producer of aluminum can stock for the beverage and food
industries using recycled aluminum in the production of its can
stock; Wise Recycling, direct-from-the-public collectors of
aluminum beverage containers in the United States, operating
shipping and processing locations throughout the United States
that support a network of neighborhood collection centers; and
Listerhill Total Maintenance Center, specializing in providing
maintenance, repairs and fabrication to manufacturing and
industrial plants worldwide ranging from small on-site repairs to
complete turnkey maintenance.


WISE METALS: Customer Loss Prompts Moody's to Junk Ratings
----------------------------------------------------------
Moody's Investors Service downgraded the ratings of Wise Metals
Group LLC, lowering the company's corporate family rating to Caa3
from Caa1 and the rating for its 10.25% senior secured notes to Ca
from Caa1.  Wise Metals' speculative grade liquidity rating
of SGL-4 was affirmed and the rating outlook continues to be
negative.

The downgrades were prompted by Wise Metals' announcement that
it will lose the beverage can sheet business of one of its major
customers, Crown Cork & Seal, for the fourth quarter of 2006 and
for all of 2007.  Sales to Crown including both beverage can
and food can sheet, which the company will continue to supply,
represented about 20% of net sales in 2005.  Moody's believes it
will be difficult to replace the lost Crown beverage can volumes
as nearly all aluminum can sheet customers negotiated new sales
agreements over the last year and have firmed up much of their
near-term volume requirements with their various suppliers.

Furthermore, sales of other commercial products may not be as
profitable as the Crown can sheet business was expected to be.
Wise Metals has limited liquidity and its debt has nearly doubled
over the last two years, reaching $334 million at June 30, 2006.
This is a very high level of debt for a business that, in good
times, earns a conversion margin of only 4 to 5 cents per pound.

Over the last two years, Wise Metals' operating margins and
liquidity have been negatively impacted by rising prices for
aluminum, natural gas and other materials.  Most of its can sheet
sales agreements, at least until recently, did not allow the full
pass-through of higher aluminum prices if they exceeded certain
amounts, which has been the case as aluminum prices have
skyrocketed. Wise Metals and its competitors have been successful
in negotiating new can sheet sales agreements that eliminated
aluminum-related price ceilings and Moody's had been expecting
Wise Metals' margins to improve in 2007.  However, Moody's
believes it will be hard for the company to offset the impact
of a material decline in volume, and we now expect losses to
continue in 2007.

High aluminum prices have also raised Wise Metals' working capital
investment and necessitated regular increases to
its revolving credit facility in order to maintain adequate
liquidity.  The company has also sold about $16 million of
accounts receivables.  Nevertheless, liquidity is tight,
as indicated by the SGL-4 rating.

The negative outlook reflects a high likelihood of financial
distress and eventual restructuring over the next 12 months.
Moody's could revise the outlook and rating upward if the company
is successful in replacing its lost sales volumes, demonstrates
the ability to consistently earn conversion margins in excess of
its interest and capex requirements, and solidifies its liquidity
position and revolver covenant cushions.

The rating for Wise Metals' senior secured notes was lowered to
Ca, one notch below the corporate family rating, in recognition of
the ever-increasing amount of revolver borrowings, which are
secured by accounts receivable and inventory, and the likelihood
that investor losses on the notes will be very high if there
should be a default.  The notes are secured by a first priority
lien on fixed assets and a second priority lien, junior to the
lien securing the revolver, on A/R and inventory.

Moody's last rating action on Wise Metals was a year ago when its
corporate family and note ratings were lowered to Caa1 from B2.

Wise Metals Group LLC produces aluminum can sheet and packaging
products from a casting and rolling facility in Muscle Shoals,
Alabama and owns several recycling centers throughout the United
States. T he company has its headquarters in Linthicum, Maryland.


WORLDCOM INC: Wants Teleserve's $7.3MM Claim Allowed as Class 6
---------------------------------------------------------------
WorldCom Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the District of New York to deny Teleserve Systems,
Inc.'s request to have its claim allowed as a Class 6A claim.
The Debtors rather want the Court to designate Teleserve Systems'
claim as an allowed Class 6 Claim.

On Jan. 9, 2003, Teleserve filed Claim No. 9449 against Debtors
MCI WorldCom Network Services, Inc., and Teleconnect Long Distance
Services and Systems Co. asserting $7,573,089 in prepetition
claims for damages in connection with the Debtors' purported
breach of the parties' Operator Services Agency Agreements.  The
Debtors allegedly underpaid commissions due Teleserve for
commissionable calls made during the terms of the Agreements.

The Court then allowed Teleserve's Claim No. 9449 for $7,366,101:

   (1) subject to the Debtors' right to object to Teleserve's
       designation of the Allowed Claim as a Class 6A MCI Pre-
       merger Claim; and

   (2) payable after a determination by the Court or by
       stipulation between the parties of the proper
       classification of the Claim under the Debtor's confirmed
       Plan of Reorganization.

Subsequently, Teleserve asked the Court to allow its Claim a Class
6A classification asserting that it meets the 6A Classification
requirements.

Teleserve contended that it has absolute right to receive
Class 6A status based on five simple, incontrovertible facts:

   (1) In July 1993, Teleserve became a marketing agent for the
       Debtors;

   (2) In August 1995, Teleserve declared the Debtors in breach
       of their marketing agreements;

   (3) In September 1995, Teleserve attempted to arbitrate its
       breach of contract claims against the Debtors;

   (4) In October 1995, Teleserve commenced a lawsuit against the
       Debtors to obtain a judicially selected arbitration forum
       that could hear and determine its breach of contract
       claims against the Debtors; and

   (5) In February 1996, the Debtors terminated Teleserve's
       marketing agreements and put Teleserve out of business.

Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in New York, New York, notes that in order to qualify for a Class
6A designation, a claimant must establish in writing, with
supporting documentation, that:

   (a) its claim arises solely from an individual transaction or
       series of transactions that was fully completed on or
       before September 13, 1998; and

   (b) it relied on the separate credit of the Debtors.

Teleserve's Claim No. 9449 arises out of an arbitration award that
did not become final until after the Debtors' bankruptcy filing,
and included an award of damages through 2000, which is after the
Sept. 13, 1998 cut-off date, Mr. Califano contends.

Mr. Califano argues that Teleserve has not established its
reliance on the separate credit of the Debtors.

Teleserve was an independent contractor that maintained an agency
relationship with the Debtors, Mr. Califano states.  Pursuant to
the Agency Agreements, the Debtors could assign their interest to
a "parent, subsidiary or affiliate."  The Debtors maintain that
Teleserve was fully aware that they might ultimately sell
operator-assisted telephone services on behalf of other Debtor-
related entities when they entered into the Agency Agreements.

The Debtors are not required to take immediate action with
respect to the classification of Teleserve's claim, Mr. Califano
asserts.  The Debtors' treatment of Teleserve's 6A Application is
well grounded in fact and law and warranted by the Claims
Allowance Order, which explicitly preserves the Debtors' right to
challenge the Application.

Regardless of whether Teleserve's Claim is designated under Class
6 or Class 6A, it is not entitled to accrue interest under the
confirmed Plan of Reorganization, Mr. Califano avers.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 123; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WORLDCOM INC: Teleserve Asserts Claim Deserves 6A Classification
----------------------------------------------------------------
Teleserve Systems Inc. asks the U.S. Bankruptcy Court for the
District of New York to deny WorldCom Inc. and its debtor-
affiliates' request to have its claim designated as an allowed
Class 6 Claim.

On Jan. 9, 2003, Teleserve filed Claim No. 9449 against Debtors
MCI WorldCom Network Services, Inc., and Teleconnect Long Distance
Services and Systems Co. asserting $7,573,089 in prepetition
claims for damages in connection with the Debtors' purported
breach of the parties' Operator Services Agency Agreements.  The
Debtors allegedly underpaid commissions due Teleserve for
commissionable calls made during the terms of the Agreements.

The Court then allowed Teleserve's Claim No. 9449 for $7,366,101:

   (1) subject to the Debtors' right to object to Teleserve's
       designation of the Allowed Claim as a Class 6A MCI Pre-
       merger Claim; and

   (2) payable after a determination by the Court or by
       stipulation between the parties of the proper
       classification of the Claim under the Debtor's confirmed
       Plan of Reorganization.

Subsequently, Teleserve asked the Court to allow its Claim a Class
6A classification asserting that it meets the 6A Classification
requirements.

The Debtors objected and asked the Court to designate Teleserve's
claim as an allowed Class 6 Claim.

Lee E. Woodard, Esq., at Harris Beach, PLLC, in Syracuse, New
York, argues that (i) the date when Teleserve's lawsuit against
the Debtors was finally completed before the arbitration panel
and consequently confirmed by the Court, or (ii) the manner in
which that arbitration panel elected to calculate Teleserve's
damages, are wholly irrelevant to 6A Classification's "fully
completed" requirement.

Teleserve's business relationship with the Debtors ceased once it
declared the Debtors in default and then commenced a lawsuit
against them to recover damages for that default, Mr. Woodard
relates.  "Nothing that occurred after those events can breathe
new life into the severed business relationship or otherwise
resurrect the parties' terminated contracts."

The requirements for 6A Classification under the Debtors' Chapter
11 Plan do not require an unsecured creditor to allege or prove
its motivation for entering into its business relationship with
the Debtors, Mr. Woodard emphasizes.

In addition, there is nothing in 6A Classification's requirements
that obligate a creditor to allege or prove it "was induced to
change its position for the worse" or that it "suffered some
substantial injury" by reason of its reliance upon the Debtors,
Mr. Woodard contends.  Regardless, Teleserve's verified 6A
Application, clearly meets even this heightened threshold, Mr.
Woodard says.

Mr. Woodard argues that Teleserve's 6A Application confirms that
Teleserve "invested, expended or incurred substantial sums
marketing the Debtors' products and services" in reliance upon
its marketing agreements with the Debtors.  Teleserve's
investment in its marketing efforts for the Debtors exceeded
$2,400,000 in August 1995.

                         About WorldCom

WorldCom, Inc., a Clinton, MS-based global communications company,
filed for chapter 11 protection on July 21, 2002 (Bankr. S.D.N.Y.
Case No. 02-13532).  On March 31, 2002, WorldCom listed
$103,803,000,000 in assets and $45,897,000,000 in debts.  The
Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and
on Apr. 20, 2004, the Company formally emerged from U.S. Chapter
11 protection as MCI, Inc.  On Jan. 6, 2006, MCI merged with
Verizon Communications, Inc.  MCI is now known as Verizon
Business, a unit of Verizon Communications.  (WorldCom Bankruptcy
News, Issue No. 123; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


* A.M. Best Takes Various Public Data Rating Actions on 48 HMOs
---------------------------------------------------------------
A.M. Best Co. has affirmed the public data (pd) financial strength
ratings of 19 health maintenance organizations (HMO), upgraded 22,
downgraded four and assigned three.

These ratings are based solely upon public information and present
the most informed view A.M. Best can offer, short of an insurer
participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information. Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. health
insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next two months.  Each month, A.M. Best will provide an update of
these recent rating actions.

A.M. Best has affirmed the pd ratings of these HMOs:

Cook Children's Health Plan C++ (Marginal)
Coordinated Care Corp Indiana, Inc. C+ (Marginal)
Driscoll Children's Health Plan C++ (Marginal)
FirstGuard Health Plan, Inc. C++ (Marginal)
Florida Health Care Plan, Inc. B (Fair)
Group Health Cooperative of South Central Wisconsin B+ (Very Good)
Health Plan of Michigan B- (Fair)
Health Right, Inc. B- (Fair)
Managed Health Services Insurance Corporation C++ (Marginal)
McLaren Health Plan, Inc. B- (Fair)
Midwest Health Plan, Inc. B (Fair)
Neighborhood Health Plan, Inc. B- (Fair)
Physicians Health Plan of South Michigan B (Fair)
UCare Minnesota B (Fair)
Union Health Service, Inc. C++ (Marginal)
Upper Peninsula Health Plan, Inc. C+ (Marginal)
UTMB Health Plans, Inc. C+ Marginal)
Vantage Health Plan, Inc. C++ (Marginal)
VIVA Health, Inc. C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMOs:

Cape Health Plan, Inc. C++ (Marginal)
Community First Health Plans, Inc. C++ (Marginal)
Community Health Choice, Inc. C++ (Marginal)
DC Chartered Health Plan, Inc. B- (Fair)
Geisinger Health Plan B- (Fair)
Health Plus of Louisiana, Inc. B (Fair)
HealthPlus of Michigan, Inc. B- (Fair)
Hometown Health Plan B (Fair)
Inland Empire Health Plan C++ (Marginal)
Managed Health, Inc. C++ (Marginal)
Medical Associates Health Plan, Inc. B- (Fair)
Medical Health Insuring Corporation of Ohio B+ (Very Good)
Mount Carmel Health Plan, Inc. B (Fair)
Neighborhood Health Plans of Rhode Island, Inc. C++ (Marginal)
Parkland Community Health Plan, Inc. C+ (Marginal)
Preferred Health B- (Fair)
Seton Health Plan, Inc. B- (Fair)
Sioux Valley Health Plan C++ (Marginal)
Superior Health Plan, Inc. C+ (Marginal)
Tufts Associated Health Maintenance Organization, Inc. B (Fair)
University Health Plans, Inc. C++ (Marginal)
Virginia Premier Health Plan C++ (Marginal)

A.M. Best has downgraded the pd ratings of these HMOs:

Athens Area Health Plan Select, Inc. C (Weak)
Cariten Health Plan Inc. C++ (Marginal)
Central Oregon Independent Health Services C++ (Marginal)
Educators Health Care B- (Fair)

A.M. Best has assigned pd ratings to the following HMOs:

Denver Health Medical Plan, Inc. C+ (Marginal)
FirstGuard Health Plan Kansas, Inc. C++ (Marginal)
Superior Dental Care, Inc. B- (Fair)

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


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
August 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      A Walk in the Park
         Millennium Park, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   EUROMONEY
      Leveraged Finance
         Hotel Rey Juan Carlos I, Barcelona, Spain
            Contact: http://www.euromoneyplc.com/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-8, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Complex Financial Restructuring Program
         Wynn Las Vegas, Las Vegas, NV
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.org/

September 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      ALS Walk 4 Life
         Montrose Harbor, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 11, 2006
   AMERICAN BANKRUPTCY INSTITUTE / NEW YORK INSTITUTE OF CREDIT
      Golf Outing
         Montammy Golf Club, Alpine, NJ
            Contact: http://www.abiworld.org/

September 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      ACG/TMA Joint Movie - Enron: The Smartest Guys in the Room
      TBD, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 13-15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Regional Conference
         Hyatt Regency Resort & Spa
            Lost Pines, TX
               Contact: 870-760-7116 or http://www.turnaround.org/

September 14, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      Advanced Restructuring and Plan of Reorganization
         Park Central, New York, NY
               Contact: http://www.airacira.org/

September 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Kick-Off Reception
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

September 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BOK Review - Management
         Gardner Carton & Douglas, Chicago, IL
            Contact: 815-469-2935 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 19-20, 2006
   STRATEGIC RESEARCH INSTITUTE
      2nd Annual Euro Distressed Debt Summit
         Le Meridien Parkhotel, Frankfurt, Germany
            Contact: http://www.srinstitute.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Young Professionals Group - "Conversations in Networking"
         Dave & Buster's, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: http://www.turnaround.org/

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      10th Annual Turnaround Tee-off Golf Tournament & Fundraiser
         Green Valley Country Club, Lafayette Hill, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

September 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Carolinas Membership Luncheon featuring a presentation by
      James Porter of Mesirow Financial
         City Club, Charlotte, NC
            Contact: 704-319-2288 or http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
         Woodbridge Hilton, Iselin, NJ
            Contact: http://www.turnaround.org/

September 26-27, 2006
   EUROMONEY
      Asia Pacific High Yield Debt Summit
         JW Marriott Hotel, Hong Kong
            Contact: http://www.euromoneyplc.com/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
         Banff, Alberta
            Contact: http://www.turnaround.org/

September 27, 2006
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      New York Luncheon - Pension Panel Program
      Harmonie Club, New York, NY
           Contact: 541-58-1665 or http://www.airacira.org/

October 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Organization of Women Networking Event/
      Fundraiser
         TBD, Philadelphia, PA
            Contact: 215-657-5551 or http://www.turnaround.org/

October 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      3rd Annual Golf Outing
         Fox Chapel Golf Club, Pittsburgh, PA
            Contact: 412-644-8794 or http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 6, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Bankruptcy 2006: Views from the Bench
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http;//www.abiworld.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Melbourne, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: http://www.turnaround.org/

October 16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      A Year After BAPCPA
         Georgetown University Law Center, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 18-19, 2006
   EUROMONEY
      2nd Annual Latin America Syndicated Loans Conference
         JW Marriott Hotel, Miami, FL
            Contact: http://www.euromoneyplc.com/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA UK Annual Conference
         Millennium Gloucester Hotel, London, UK
            Contact: http://www.turnaround.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 7-8, 2006
   EUROMONEY
      5th Annual Distressed Debt Investment Symposium
         Hyatt Regency, London, UK
            Contact: http://www.euromoneyplc.com/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 16-17, 2006
   STRATEGIC RESEARCH INSTITUTE
      8th Annual West Distressed Debt Investing Forum
         Venetian Resort Hotel Casino, Las Vegas, NV
            Contact: http://www.srinstitute.com

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: http://www.turnaround.org/

February 22, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA PowerPlay - Atlanta Thrashers
         Philips Arena, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

February 25-26, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Marriott Park City, UT
            Contact: http://www2.nortoninstitutes.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 28 - July 1, 2007
   NORTON INSTITUTES
      Norton Bankruptcy Litigation Institute
         Jackson Lake Lodge, Jackson Hole, WY
            Contact: http://www2.nortoninstitutes.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***