TCR_Public/060901.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

            Friday, September 1, 2006, Vol. 10, No. 208

                             Headlines

ADELPHIA COMMS: Ronald Cooper Resigns as President & COO
ADELPHIA COMMS: Boies Schiller Can't Examine Fee Committee For Now
AMERICAN HOMEPATIENT: June 30 Balance Sheet Upside Down by $14MM
AMPRO ENERGY: Voluntary Chapter 11 Case Summary
ANADARKO PETROLEUM: High Debt Level Cues Moody's to Lower Ratings

ANCHOR GLASS: Alphas Trustee Says No to 37 Critical Vendor Claims
ANCHOR GLASS: Asks Court to Disallow Several Governmental Claims
AZTEC METAL: Case Summary & 40 Largest Unsecured Creditors
BAYOU GROUP: Wants Open-Ended Deadline to File Notices of Removal
BAYOU GROUP: Court Issues Protective Order on Classified Data Use

BELDEN CDT: Reports Revenue Increase of 31.5% in Second Quarter
BOMBARDIER INC: Gets GBP223MM Car Order from Transport For London
BOYDS COLLECTION: Will Close Pigeon Forge Store in October
BREAKAWAY SOLUTIONS: Wants Case Dismissed Due to Funding Shortage
BURTON ODOM: Case Summary & Five Largest Unsecured Creditors

CABLEVISION SYSTEM: Likely Default Cues Moody's to Review Ratings
CABLEVISION SYSTEMS: S&P Holds BB Corporate Credit Rating on Watch
CALPINE CORP: To Sell Russell City Project Assets
CALPINE CORP: Unit Inks Energy Agreement with Epcor Merchant
CENTRAL GARDEN: Earns $30.7 Mil. in 3rd Fiscal Qtr. Ended June 24

CHARLES STAPLES: Case Summary & Six Largest Unsecured Creditors
CLOROX CO: Appoints Don Knauss as Chairman and CEO
COLLINS & AIKMAN: Files Reorganization Plan to Emerge from Ch. 11
COLLINS & AIKMAN: Court OKs Settlement Pact with Valiant and MOBIS
COLLINS & AIKMAN: Argues ACT Received Proper Bar Date Notice

COPELANDS' ENTERPRISES: U.S. Trustee Appoints Five Panel Members
COPELANDS' ENTERPRISES: Wants to Hold GOB Sales Auction on Sept. 7
CYTOCORE INC: Balance Sheet Upside-Down by $4.6 Million at June 30
DANA CORP: Smith Withdraws Lift Stay Motion to Pursue PI Lawsuit
DANA CORP: Watson Withdraws Lift Stay Motion to Recoup $492K Debt

DAVID HUMPHERYS: Voluntary Chapter 11 Case Summary
DELPHI CORP: Court Allows Equity Panel to Retain Financial Advisor
DELPHI CORP: Delphi Medical Seeks $4 Million Payment from Aksys
DELTA AIR: Wants to Amend and Assume Denver Airport Lease
DELTA AIR: Inks Stipulation for FCI to File Consolidated Claims

EMMIS COMMUNICATIONS: Employs Patrick Walsh as Executive VP, CFO
ENERGY PARTNERS: Woodside Merger Cues Moody's to Review Ratings
ENTERGY NEW ORLEANS: DIP Pact Maturity Stretched to August 2006
ENTERGY NEW ORLEANS: United States Wants Claims Objection Denied
EPIXTAR CORP: Court Moves Exclusive Plan Filing Deadline to Oct. 1

EUROFRESH INC: S&P Junks Rating Due to Poor First Qtr. Performance
EXABYTE CORP: Selling Assets to Tandberg Data for $28 Million
EXIDE TECHNOLOGIES: Board OKs Revised Director Compensation Terms
EXIDE TECHNOLOGIES: Shareholders Sue Directors and Officers
FORD MOTOR: May Sell Aston Martin Sports Car Unit to Raise Capital

FORD MOTOR: Mulls Doubling Russian Car Sales in 2006
FUTURE MEDIA: Court Okays Silver & Freedman as Special Counsel
FUTURE MEDIA: Wants Excl. Solicitation Period Stretched to Nov. 9
GENESIS BIOVENTURES: Hires Mark Franzen as Chief Financial Officer
GREAT PLAINS: Earns $37.2 Million in Second Quarter of 2006

GRUPO IUSACELL: Debt Restructuring Program Close to Completion
GUARDIAN TECHNOLOGIES: Incurs $2,195,406 Net Loss in 2nd Quarter
HANDMAKER JEWISH: Hires KSR Capital as Investment Banker
HANDMAKER JEWISH: HME Will Manage Facility Until December 31
HEALTHTRONICS INC: Moody's Lowers Rating on $50 Mil. Loan to B1

IAP WORLDWIDE: S&P Lowers Corporate Credit Rating to B from B+
INLAND FIBER: Wants Court Okay on Dechert as Bankruptcy Counsel
INLAND FIBER: Court Sets September 22 as Claims Bar Date
ITRON INC: S&P Rates $345 Million Senior Subordinated Notes at B
JAMES EDMONDS: Case Summary & Eight Largest Unsecured Creditors

JERRY SMITH: Case Summary & 19 Largest Unsecured Creditors
LEGACY ESTATE: Sells Substantially all Assets to FAB for $90MM
LENNOX INTERNATIONAL: Earns $64 Million in Quarter Ended June 30
MICRO COMPONENT: July 1 Balance Sheet Upside-Down by $7 Million
MILLENIUM ASSISTED: Unsecured Claim Holders to Share $50,000 Fund

MIRANT: Class 3 Claim Holders to Appeal PEPCO Settlement Order
MIRANT CORP: Buys Back 43 Mil. Common Stock at $28.50 Per Share
MYLAN LABS: Moody's Holds Ba1 Rating on $700 Million Senior Notes
NATIONAL CONSUMER: Trustee Asks Ct. to Set Oct. 6 Claims Bar Date
NEOPLAN USA: Court Approves DCA as Claims and Noticing Agent

NJ AFFORDABLE: Hires Sheldon & DJM as Ch. 7 Trustee's Auctioneers
NORTHWEST AIRLINES: Court Allows FCI to File Consolidated Claims
NORTHWEST AIRLINES: Wants Claim Objection Protocol Established
NOVELIS INC: Reviews Strategic Options for European Subsidiaries
ONEIDA LTD: NY Bankruptcy Court Confirms Plan of Reorganization

ORTHOFIX INT'L: Blackstone Merger Cues Moody's to Lower Ratings
OWENS CORNING: Can Sell Modulo(TM)/ParMur Group for $32 Million
OWENS CORNING: Reorganized Company Registers New Common Stock
PARMALAT USA: Enrico Bondi, et al., Want Injunction Imposed
PARMALAT USA: Administrator Sues BofA Corp. et al. for Collusion

PLATFORM LEARNING: Wants to Use Cash Collateral Until Sept. 15
PLIANT CORPORATION: Reports Second Quarter Financial Results
PORTRAIT CORP: Files Chapter 11 Petition in New York
PORTRAIT CORP: Case Summary & 29 Largest Unsecured Creditors
R&G FINANCIAL: Hires Andres I. Perez as Chief Financial Officer

RADIOSHACK CORP: Lays Off 400 Workers to Reduce Costs
REAL ESTATE: Has Until Sept. 13 to File Schedules & Statements
REFCO INC: Chap. 7 Trustee Objects to West Loop's $10.6 Mil. Claim
REFCO INC: Chapter 7 Trustee Says Goodman's Claim Has No Merit
RIVERSTONE NETWORKS: U.S. Trustee Wants Ch. 11 Trustee Appointed

SAINT VINCENTS: Has Until October 20 to File Reorganization Plan
SAINT VINCENTS: Taps Massey Knakal Realty as Broker
SALLY WRIGHT: Case Summary & 14 Largest Unsecured Creditors
SIMON WORLDWIDE: Equity Deficit Triples to $2.59MM at June 30
SYMBOLLON PHARMACEUTICALS: Incurs $645,770 Net Loss in 2nd Quarter

TECH DATA: Posts $155 Million Net Loss in Quarter Ended July 31
TITANIUM METALS: Board Declares Dividend on 6-3/4% Preferred Stock
TIX CORP: Balance Sheet Upside-Down by $1,631,570 as of June 30
TOWER RECORDS: Wants Court Nod on Akin Gump as Special Counsel
TURNING STONE: Moody's Rates Proposed $160 Mil. Sr. Notes at Ba3

TURNING STONE: S&P Downgrades Issuer Credit Rating to B+ from BB-
TXU CORP: Sees Over $10 Billion Investment in Texas
USA COMMERCIAL: Creditors Panel Taps Sierra as Financial Advisor
USG CORP: 38.7 Million Rights Exercised at Recent Offering
WERNER LADDER: Court Okays Rothschild Inc. as Financial Advisor

WERNER LADDER: Court Authorizes BOB Plan Payments due July 31
WEST HILLS: Case Summary & 23 Largest Unsecured Creditors
WHITE ROCK: Case Summary & 20 Largest Unsecured Creditors

* BOOK REVIEW: OIL & HONOR: The Texaco Pennzoil Wars

                             *********

ADELPHIA COMMS: Ronald Cooper Resigns as President & COO
--------------------------------------------------------
In a regulatory filing with the Securities and Exchange
Commission, Adelphia Communications Corporation discloses that on
Aug. 17, 2006, Ronald Cooper, ACOM's president and chief operating
officer, resigned for "Good Reason," as defined in his Employment  
Agreement with ACOM.

ACOM waived the requirement under the Employment Agreement that
Mr. Cooper should provide a 30 days' notice of termination for
Good Reason because substantially all of the cable operations
that he had previously overseen had been sold.  Immediate
resignation conferred a financial benefit on ACOM, Brad M.
Sonnenberg, ACOM's executive vice president, general counsel and
secretary, says.

As a result of the termination for Good Reason, Mr. Cooper is
entitled to receive:

     * a lump sum payment of $5,100,000 -- an amount equal to
       three times his base salary and target bonus -- no later
       than Sept. 16, 2006; and

     * a continued health coverage at employee rates at his sole
       cost for 18 months, until Feb. 17, 2008.

                  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: Boies Schiller Can't Examine Fee Committee For Now
------------------------------------------------------------------
The Honorable Robert D. Gerber of the U.S. Bankruptcy Court for
the Southern District of New York grants the request of the Fee
Committee of Adelphia Communications Corp. and its debtor-
affiliates for a protective order precluding Boies, Schiller &
Flexner, LLP, from further pursuit of the Discovery Requests,
insofar as the Fee Committee seeks protection from the discovery
requests now.

However, Judge Gerber denies the Fee Committee's request to
preclude Boies Schiller from ever pursuing the Discovery Requests.

The Court also denies the Fee Committee's request for a protective
order precluding Boies Schiller from pursuing further discovery
requests of the Fee Committee and its agents, without prejudice to
any rights to relief on more particularized grounds, including
work product, attorney mental impressions, or attorney-client
privilege.

                 No Absolute Immunity from Discovery

Judge Gerber agrees with Boies Schiller's contention that no case
has ever been held that a fee committee has "discovery immunity,"
and notes that the Fee Committee has cited none in its request.
"Nevertheless, the issue warrants further analysis," he says.

Judge Gerber further notes that the Court appointed the Fee
Committee as an "officer[] of the Court," and "provided the
maximum immunity permitted by law from civil actions. . . ."  He
contends that the two clauses should be considered separately,
although they are related.

Judge Gerber emphasizes that the Fee Committee is provided the
maximum immunity permitted by law from civil actions, and not
from discovery requests.  "That has a clear meaning in the free-
standing sense, and particularly since the clause applies not
just to the Fee Committee but also to its members, it has a clear
meaning in context as well," he explains.

The Fee Committee's designation as an "officer of the Court"
requires consideration of what "officer of the Court" means, in
the context of the appointment of a fee committee, Judge Gerber
states.  It is not defined by statute or any expressly stated
definition or cross-reference, and is used in a variety of ways
in everyday legal life, he continues.

While Judge Gerber does not agree with Boies Schiller's contention
that the Fee Committee is no more of an "officer of the Court"
than a lawyer is, he agrees with Boies Schiller that the Fee
Committee is not a judicial officer, or close to one, either.  The
Fee Committee plainly performs its function with the authority of
the Court but does not make judicial or quasi-judicial
determinations, he notes.

Accordingly, Judge Gerber finds that the Court-approved Fee
Committee Protocol does not grant the Fee Committee immunity from
discovery, and neither the designation of the Fee Committee as an
"officer of the Court," nor its inherent nature, makes it wholly
immune from otherwise proper discovery requests.

           Discovery Available from Parties and Nonparties

Judge Gerber notes that the Fee Committee argues that it is "not
a party" to the contested matter relating to Boies Schiller's
final fee application, and implies, though it does not expressly
state, that it provides a second basis for a protective order.

According to Judge Gerber, assuming that the Fee Committee's
contention has in fact been made, he cannot agree with it.  "At
least in the federal courts, discovery is available from parties
and nonparties alike."

              Protective Order from Discover Requests
                    Granted "Now" but Not "Ever"

According to Judge Gerber, even though fee committees are not
immune from discovery, care must be taken to protect their
legitimate rights to the protection of work product, attorney
mental impressions, and the attorney-client privilege.  He states
that courts should be wary of efforts to use discovery from fee
committees as a tactical measure.

Judge Gerber notes that in many cases, much of the work of any
fee committee may have most, if not all, of the trappings of work
product.  Consistent with any work product analysis, Judge Gerber
says he believes that courts should direct discovery of fee
committees only as a last resort, to ensure that the discovery is
really necessary, both:

    -- temporally to await the filing of an objection that makes
       the desired discovery necessary or appropriate; and

    -- substantively to see if the relevant information can be
       obtained from other sources.

"While I am saying 'not now' with respect to the Discovery
Requests that [Boies Schiller] has propounded to the Fee Committee
and against which the Fee Committee has moved, I am not saying
'never'," Judge Gerber states.

                  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)


AMERICAN HOMEPATIENT: June 30 Balance Sheet Upside Down by $14MM
----------------------------------------------------------------
American HomePatient, Inc.'s balance sheet at June 30, 2006,
showed $279.97 million in total assets, $293.69 million in
liabilities and $653,000 in minority interests, resulting in a
$14.38 million shareholders' deficit.

Net loss for the second quarter ended June 30, 2006 was $1.8
million compared to $2.4 million of net income for the second
quarter of 2005, representing a decrease of $4.2 million.  The
Medicare reimbursement changes associated with the Medicare
Prescription Drug, Improvement, and Modernization Act of 2003
decreased net income by approximately $3.3 million in the second
quarter of 2006 compared to the same quarter of 2005.  This
$3.3 million net income impact is comprised of a decrease in net
revenue of approximately $1.6 million and an increase in cost of
sales of approximately $1.7 million.  The reduced revenues of
approximately $1.6 million are due to a reduction in inhalation
drug reimbursement.  Cost of sales increased approximately $1.7
million due to a shift in product mix related to changes in
inhalation drug reimbursement.

Net loss for the six months ended June 30, 2006 was $2.6 million
compared to $3.7 million net income for the same six-month period
in 2005, representing a decrease of $6.3 million.

Revenues for the second quarter of 2006 were $81 million compared
to $81.6 million for the second quarter of 2005, representing a
decrease of $600,000.  Compared to the second quarter of 2005,
revenues in the current quarter were negatively impacted by
Medicare reimbursement reductions totaling approximately $1.6
million associated with the MMA.

Revenues for the six months ended 2006 were $161.6 million
compared to $163.1 million for the same six-month period in 2005,
representing a decrease of $1.5 million, or 0.9%.

                   About American HomePatient

American HomePatient, Inc., is one of the United States' largest
home health care providers with 274 centers in 35 states.  Its
product and service offerings include respiratory services,
infusion therapy, parenteral and enteral nutrition, and medical
equipment for patients in their home.  

American HomePatient and its debtor-affiliates filed for chapter
11 protection on August 5, 2002 (Bankr. M.D. Tenn. Case No.
02-08915).  Glenn B. Rose, Esq., at Harwell Howard Hyne Gabbert &
Manner, PC, represents the Debtors.  Houlihan Lokey Howard & Zukin
Capital served as the Company's Financial Advisors.

American HomePatient sought and obtained confirmation of a chapter
11 plan in May 2003 that forced a restructuring its long-term debt
obligations to its secured lenders, promised to full payment to
unsecured creditors with interest, and left shareholders
unimpaired.  The plan took effect in July 2003.


AMPRO ENERGY: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: AmPro Energy L.P.
        19747 Highway 59N, Suite 250
        Humble, TX 77338-3525

Bankruptcy Case No.: 06-34291

Type of Business: The Debtor is an energy consultant, and is
                  engaged in electrical energy distribution and
                  sales.

Chapter 11 Petition Date: August 31, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Kelly D. Stephens, Esq.
                  Sydow & McDonald
                  4900 Woodway, Suite 900
                  Houston, TX 77056
                  Tel: (713) 622-9700

Estimated Assets: $1 Million to $10 Million

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

The Debtor did not file a list of its 20 largest unsecured
creditors.


ANADARKO PETROLEUM: High Debt Level Cues Moody's to Lower Ratings
-----------------------------------------------------------------
Moody's Investors Service downgraded the senior unsecured debt of
Anadarko Petroleum Corporation to Baa2 from Baa1 and assigned a
negative outlook on the rating.  The Prime-2 commercial paper
rating is confirmed.  The Ba2 securities ratings of Kerr-McGee
Corporation remain under review pending clarification of whether
Anadarko intends to support the debt, and the Ba2 CFR rating is
withdrawn.

Concurrently, Moody's also withdrew the Ba1 CFR and debt ratings
for Western Gas Resources in line with their retirement.  Both the
Kerr-McGee and Western Gas Resource acquisitions were approved by
shareholders and closed in August 2006 at a total cost of
approximately $22.5 billion including debt assumption.

The downgrade of Anadarko's senior unsecured ratings to Baa2 and
negative outlook reflect the high level of debt incurred and a
view that that post-acquisition leverage could remain elevated
even after the company proceeds with its de-leveraging strategy.  
The plan includes a combination of $15 billion of asset sales and
common equity issuance and over $7 billion of debt issuance to re-
finance its bridge bank facility.  With the high level of
debt incurred, Anadarko's leverage, as measured by Total Debt
Developed Reserves, exceeded $12 at closing and Moody's estimates
the measure could exceed $5 per PD BOE in the next year after the
principal parts of the plan are completed.

In addition, with the reserve acquisition cost at over $18 per
proved BOE, Anadarko's cost structure will have high embedded
finding and development costs in the future that will increase its
full cycle costs and only gradually decline as Anadarko undertakes
development spending and taps into the unbooked resource potential
of the newly acquired assets.  Moody's estimates that for the next
few years Anadarko could demonstrate full cycle costs in the area
of $30 per BOE both as a result of the acquisition cost and
industry inflationary pressures in the services sector.

Strong mitigating factors that support the eventual stabilization
of the Baa2 long-term rating include the size and diversity of
Anadarko's newly combined operations; and the good strategic fit,
asset durability, and production growth potential of key acquired
assets from both Kerr-McGee and Western Gas, such as long-lived
lower risk Rocky Mountain gas reserves and resources, and the
higher-risk longer cycle potential of the Deepwater Gulf of
Mexico, where Kerr-McGee was an industry leader and Anadarko
also had some success.

In addition, a robust near-term outlook for oil and natural
gas prices should support an annual capital budget in excess
of $6 billion and free cash flow to support the debt reduction
effort.  Finally, Moody's believes that management is committed
to seeing through its leverage reduction program and remains
committed to achieving the solid leverage and operating metrics
that will support a solid Baa2 long-term rating.

In Moody's view, Anadarko is likely to be able to sell assets and
access equity in the near-term to proceed with its de-leveraging.  
Large assets have been identified for sale, including Anadarko's
Canadian reserves.  However, the timing and balance between asset
sales, debt, and equity issuance remain uncertain and timely
delivery on the plan will be critical to maintaining the Baa2 and
Prime-2 ratings and to stabilizing the rating outlook.  Over the
next year, Moody's will monitor Anadarko's progress on the de-
leveraging plan, as well as the free cash generation and reserve
replacement coming out of the acquisition, with clear indications
that financial leverage is moving to a sustainable lower level.

Anadarko Petroleum Company is headquartered in The Woodlands,
Texas.


ANCHOR GLASS: Alphas Trustee Says No to 37 Critical Vendor Claims
-----------------------------------------------------------------
Several participants of Anchor Glass Container Corporation's
Critical Vendor Program filed claims against the Debtor.

Edward J. Peterson, Esq., at Stichter Riedel Blain & Prosser,
P.A., in Tampa, Florida, relates that in exchange for treatment as
a critical vendor, the participants waived any general unsecured
claim they may have in the Debtor's Chapter 11 case.

Some of the Critical Vendors filed Scheduled Claims aside from
their general unsecured claims, Mr. Peterson says.  The Critical
Vendors also filed multiple claims, which are duplicative.

Thus, Samuel M. Stricklin, the Alpha Resolution Trustee appointed
pursuant to Anchor Glass' Second Amended Plan of Reorganization,
asserts that these creditors are not entitled to distribution.

Accordingly, the Alpha Resolution Trustee asks the U.S. Bankruptcy
Court for the Middle District of Florida to disallow 37 Claims.

Among the largest Claims are:

   Claimant                            Claim No.   Claim Amount
   --------                            ---------   ------------
   BL Intermodal, Inc.                    1310       $1,276,037
   Packaging Dimensions - Corr             524        1,200,574
   Ultra Logistics                        1116          899,200
   FMC Wyoming Corporation                1469          522,666
   Strategic Materials, Inc.               831          485,224
   Modern Transportation             Scheduled          386,734
   Terlyn Industries Limited               237          384,498
   Dart Transit Company                   1534          365,815
   U.S. Silica                             554          331,260
   Bearing Headquarters Co.                176          174,771
   National Packaging Specialists          290          134,107
   Bostik Findley                          225          132,571
   Calumite Co., L.L.C.                    502          130,113
   Nutmeg Recycling                        801          126,298

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


ANCHOR GLASS: Asks Court to Disallow Several Governmental Claims
----------------------------------------------------------------
The Commonwealth of Pennsylvania filed two identical priority
claims for $38,352, asserting environmental fees related to Anchor
Glass Container Corporation's Connellsville, Pennsylvania
facility.

Robert A. Soriano, Esq., at Shutts & Bowen LLP, in Tampa,
Florida, argues that the environmental fees are based on emissions
from 2004.  Therefore, Pennsylvania's claims are not entitled to
priority status, Mr. Soriano maintains.

Reorganized Anchor Glass asks the U.S. Bankruptcy Court for the
Middle District of Florida to allow Pennsylvania a general
unsecured claim for $38,352.

The Reorganized Debtor further asks the Court to disallow  
these claims:

Claimant             Claim No. Claim Amount  Reason
--------             --------  ------------  ------
Houston ISD            1042        $1,999    Duplicative to Claim
                                             No. 697, which was
                                             withdrawn

Tennessee Dept.         493          1,000  Reorganized Debtor
of Revenue              493.1          179  has no liability.
                        493.2        5,157
                        493.3          925

City of Warner         1586        351,423  Claim was filed late
Robins                                      and is a prepetition
                                            unsecured claim.

U.S. Customs and       1528              -  Reorganized Debtor
Border Protection                           has no liability.

Headquartered in Tampa, Florida, Anchor Glass Container
Corporation is the third-largest manufacturer of glass containers
in the United States.  Anchor manufactures a diverse line of flint
(clear), amber, green and other colored glass containers for the
beer, beverage, food, liquor and flavored alcoholic beverage
markets.  The Company filed for chapter 11 protection on Aug. 8,
2005 (Bankr. M.D. Fla. Case No. 05-15606).  Robert A. Soriano,
Esq., at Carlton Fields PA, represents Anchor Glass in its
restructuring efforts.  Edward J. Peterson, III, Esq., at
Bracewell & Guiliani, represents the Official Committee of
Unsecured Creditors.  When Anchor Glass filed for protection from
its creditors, it listed $661.5 million in assets and $666.6
million in debts.  The Court confirmed Anchor Glass' second
Amended Plan of Reorganization on April 18, 2006.  Anchor Glass
emerged from Chapter 11 protection on May 3, 2006. (Anchor Glass
Bankruptcy News, Issue No. 28; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


AZTEC METAL: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Aztec Metal Maintenance Corp.
        791 East 132 Street
        Bronx, NY 10454

Bankruptcy Case No.: 06-12050

Debtor-affiliates filing separate chapter 11 petitions:

   Entity                                         Case No.
   ------                                         --------
   Aztec Wood Restoration & Maintenance, Inc.     06-12051
   Aztec Door Specialists, Inc.                   06-12052

Type of Business: The Debtors are engaged in the business of
                  restoration, refinishing & maintenance of
                  metal, marble, masonry & wood surfaces, and
                  installation, facade & construction cleaning.

Chapter 11 Petition Date: August 31, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert E. Gerber

Debtors' Counsel: Alan D. Halperin, Esq.
                  Halperin Battaglia Raicht LLP
                  555 Madison Avenue, 9th Floor
                  New York, NY 10022
                  Tel: (212) 765-9100
                  Fax: (212) 765-0964

                                   Total Assets   Total Debts
                                   ------------   -----------
   Aztec Metal Maintenance Corp.     $3,595,188   $12,480,942

   Aztec Wood Restoration and          $481,783      $681,799
      Maintenance, Inc.

   Aztec Door Specialists, Inc.        $279,925      $660,021

A. Aztec Metal Maintenance Corp.'s 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Internal Revenue Service                $6,815,641
John Fulgione, Revenue Officer
1200 Waters Place, Suite 108
Bronx, NY 10461

NYS Department of Sales Tax               $265,708
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205-0300

PC&C Department of Taxation & Finance     $233,490
66-05 Woodhaven Boulevard
Rego Park, NY 11374

NYS Department of Taxation & Finance      $198,670
80-02 Kew Gardens Road, 5th Floor
Kew Gardens, NY 11415

Boston Valley Terracotta                  $134,828
6860 South Abbot Road
Orchard Park, NY 14127

First Insurance Funding Corp.             $119,856

Carabba Locke LLP                          $85,417

Swing Staging, Inc.                        $83,448

NYS Insurance Fund                         $82,744

Twin & Swing Scaffolding Inc.              $79,710

Safeway Services, Inc.                     $73,315

District Council Ironwork                  $65,176

The City of New York                       $47,246

Towne House Restorations, Inc.             $39,241

Local 8A 28A Welfare Fund                  $34,124

Mac Sales, Inc.                            $30,000

Innovative Risk Concepts, Inc.             $29,427

Sculpture House Casting, Inc.              $29,245

All Safe-Height Contracting                $26,322

NJ Building Laborers                       $21,485

B. Aztec Wood Restoration and Maintenance, Inc.'s 10 Largest
   Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Internal Revenue Service                  $374,041
John Fulgione, Revenue Officer
1200 Waters Place, Suite 108
Bronx, NY 10461

NYS Department of Taxation & Finance       $91,304
80-02 Kew Gardens Road, 5th Floor
Kew Gardens, NY 11415

Schiff Hardin LLP                          $77,422
Robert J.A. Zito
623 Fifth Avenue, 28th Floor
New York, NY 10022

NYS Department of Sales Tax                $37,071
Bankruptcy Section
P.O. Box 5300
Albany, NY 12205-0300

Milman & Heidecker                         $32,818
3000 Marcus Avenue, Suite 3W3
New Hyde Park, NY 11042

Mohawk Finishing Products                   $3,134

Industrial Finishing                          $848

New Jersey Sales Tax                          $297

American Locksmiths                           $216

Wood Magazine                                  $14

C. Aztec Door Specialists, Inc.'s 10 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Internal Revenue Service                  $546,029
John Fulgione, Revenue Officer
1200 Waters Place, Suite 108
Bronx, NY 10461

NYS Department of Taxation & Finance       $53,973
80-02 Kew Gardens Road, 5th Floor
Kew Gardens, NY 11415

NYS Department of Sales Tax                $39,931
Bankruptcy Section
P.O. Box 5300
Albany, NY 10454

B&S Iron Works, Inc.                        $2,653
885E 134th Street
Bronx, NY 10454

International Revolving Door                $1,256
2124 North Sixth Avenue
Evansville, IN 47710

Mayflower                                     $668

American Locksmiths                           $244

Fastenal                                       $71

Karpen Steel Custom Doors                      $46

NYS Department of State                         $9


BAYOU GROUP: Wants Open-Ended Deadline to File Notices of Removal
-----------------------------------------------------------------
Bayou Group, LLC, and its debtor-affiliates ask the Honorable
Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court for the
Southern District of New York in White Plains to extend the filing
of notices of removal of related proceedings under Bankruptcy Rule
9027(a), until:

   a. November 30, 2006, or

   b. the day which is 30 days after entry of an order terminating
      the automatic stay with respect to a particular action
      sought to be removed.

Recently, the Debtors have been focused on various matters,
including:

   -- reviewing and analyzing their financial operational history,

   -- devising a litigation and business strategy, and

   -- investigating possible causes of action on their behalf.

Because of those factors, the Debtors have not had an opportunity
to fully investigate and determine whether any pending matters
should be removed.  The Debtors believe that it is prudent to seek
an extension to protect their rights to remove any such actions.

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


BAYOU GROUP: Court Issues Protective Order on Classified Data Use
-----------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York in White Plains issued a
protective order governing the production and use of confidential
materials in Bayou Group, LLC, and its debtor-affiliates'
bankruptcy cases.

Judge Adlai said materials produced prior to the entry of the
protective order and in reliance on its anticipated entry will be
subject to the terms of the Order.

Full-text copies of the protective order are available for free at
http://ResearchArchives.com/t/s?10be

Headquartered in Chicago, Illinois, Bayou Group, LLC, operates and
manages hedge funds.  The company and its affiliates filed for
chapter 11 protection on May 30, 2006 (Bankr. S.D.N.Y. Case No.
06-22306).  Elise Scherr Frejka, Esq., at Dechert LLP, represents
the Debtors in their restructuring efforts.  When the Debtors
filed for protection from their creditors, they estimated assets
and debts of more than $100 million.


BELDEN CDT: Reports Revenue Increase of 31.5% in Second Quarter
---------------------------------------------------------------
Belden CDT Inc. generated revenue for the quarter ended June 26,
2006 of $409.6 million.  In the 2006 second quarter, operating
income was $36.8 million and income from continuing operations was
$21.5 million.  The quarterly revenue increase of 31.5% from the
prior year included favorable currency translation of 1.3% or
$4 million.

During the second quarter of 2006, the Company recorded pretax
charges of $4.3 million for asset impairment and severance
associated with its previously communicated restructuring actions
in Europe and North America.  Second-quarter 2005 results included
pretax charges of $6.5 million for executive succession,
severance, and merger-related costs.  Operating income, adjusted
for these charges, increased 79.7% from $22.9 million to
$41.1 million, and the operating margin rose 270 basis points to
10.0% of revenue.

Year-to-date, operating income was $63.8 million and income from
continuing operations was $36.5 million.  Year-to-date revenue
increased 22.4 percent from the prior year, with negligible
effects from currency translation.

"Approximately one-third of our year-over-year revenue improvement
came from higher volume, especially in our industrial markets.  
This increase in volume and the accompanying operating leverage it
provides, coupled with cost reductions we made in 2005 and the
effective hard work of our associates, were the primary reasons
for the year-over-year expansion in our operating income.  Pricing
contributed the remaining two-thirds of our 30 percent organic
revenue growth in the second quarter, as we employed our new
pricing process across all our markets in response to
unprecedented raw material volatility," said John Stroup,
President and Chief Executive Officer.

Headquartered in St. Louis, Missouri, Belden CDT Inc. (NYSE: BDC)
-- http://www.belden.com/-- is a U.S.-based manufacturer of high-
speed electronic cables and focuses on products for specialty
electronics and data networking, including connectivity.

                            *    *    *

As reported in the Troubled Company Reporter on May 4, 2006,
Standard & Poor's Rating Services revised its outlook on Belden
CDT Inc. to positive from stable, and affirmed its 'BB-' corporate
credit rating, and 'B' subordinated debt rating.  The revised
outlook reflects reduced financial leverage stemming from improved
profitability.


BOMBARDIER INC: Gets GBP223MM Car Order from Transport For London
-----------------------------------------------------------------
Bombardier Inc. has been awarded a significant contract for the
provision of 152 Electrostar electric multiple unit cars plus an
associated Train Services Agreement from Transport for London to
be operated on the East London Line and North London Railway.

The contract value is GBP223 million (EUR331 million/ US$425
million) which includes vehicle manufacture and the first 7.5
years of a Train Services Agreement for the new vehicles which may
extend for up to 30 years.  Delivery of the new units will
commence in July 2008 with the last unit delivered in May 2009.
Included within the contract are options for the manufacture of up
to 196 additional cars.

The 100mph Class 376 units are specially designed for suburban
operations and are part of the proven and reliable Electrostar
family of products.  1,614 Electrostar cars are already in daily
passenger service with three UK operators, c2c, South East Trains
and Southern Railways.

The new vehicles will be manufactured at Bombardier's production
site at Derby and the servicing will be primarily delivered out of
a new purpose-built maintenance facility situated at New Cross
Gate in East London.

"Our award winning Electrostar trains are the most reliable new
generation EMUs on the UK network and the Class 376 suburban
vehicles have already proven themselves in the London area," Colin
S Walton, Chief Country Representative UK said.  "The vehicle
supply will be complimented by our excellent services provision,
which has proved highly successful with other UK operators,
winning a number of awards over the past year.  This order will
help secure employment for our highly specialized workforce at
Derby."

"This important order from TfL further demonstrates the benefits
and flexibility of the Electrostar family of trains," Bombardier
Transportation UK Sales Director, Matt Beeton, commented.  "The
trains' modular design allows us to retain the longevity of the
Electrostar platform for both suburban and intercity applications
alike".

In the UK's rail transportation industry, Bombardier is the leader
in the manufacture, refurbishment and maintenance of rolling
stock. Bombardier Transportation employs over 4,000 people at
production facilities in Derby and Plymouth and 24 maintenance,
refurbishment and overhaul centres across the UK. The company
maintains approximately 2500 vehicles.

Bombardier Transportation has its global headquarters in Berlin,
Germany with a presence in over 60 countries. It has an installed
base of approximately 97,000 cars and locomotives, primarily in
Europe, the world's largest rail market. The company offers the
broadest product portfolio and is recognized as the leader in the
global rail sector.

                        About Bombardier

Headquartered in Valcourt, Quebec, Bombardier Inc. (TSX: BBD) --
http://www.bombardier.com/-- manufactures innovative  
transportation solutions, from regional aircraft and business jets
to rail transportation equipment.

                          *     *     *

As reported in the Troubled Company Reporter on May 25, 2006,
Moody's Investors Service assigned a Ba2 rating to Bombardier
Recreational Products' CDN$250 million senior secured revolver and
a B1 rating to BRP's CDN$880 million senior secured term loan.  At
the same time, Moody's affirmed BRP's B1 corporate family rating
and revised the ratings outlook to negative from stable.


BOYDS COLLECTION: Will Close Pigeon Forge Store in October
----------------------------------------------------------
Boyds Collection Ltd. will be closing its Pigeon Forge store at
the end of October, The Mountain Press reports.  The store is
located at 149 Cates Lane in Pigeon Forge, Tennessee.

Boyds CEO Bob Coccoluto, in an interview with Mountain Press,
commented that the decision to shutdown the store is the result of
a thorough evaluation of the Company's direction and resources.  
"We need to continue to focus attention on our core business of
creating and delivering quality products and strengthening our
wholesale business." Mr. Coccoluto said.

MP staff writer Derek Hodges says the Company will continue to
operate its store in Gettysburg, Pennsylvania, as well as its
wholesale business.

Pigeon Forge Special Events Director Lila Wilson said that 115
workers would be unemployed at the closing of the sale but assured
that other local industries might show interest to hire them
because of their skills.

Headquartered in McSherrystown, Pennsylvania, The Boyds
Collection, Ltd. -- http://www.boydsstuff.com/-- designs and  
manufactures unique, whimsical and "Folksy with Attitude(SM)"
gifts and collectibles, known for their high quality and
affordable pricing.  The Company and its debtor-affiliates filed
for chapter 11 protection on Oct. 16, 2005 (Bankr. Md. Lead Case
No. 05-43793).  Matthew A. Cantor, Esq., at Kirkland & Ellis LLP
represents the Debtors in their restructuring efforts.  Houlihan
Lokey Howard & Zukin Capital, Inc. serves as the Debtor's
financial advisors.  The law firm Paul, Weiss, Rifkind, Wharton &
Garrison LLP, represents the Official Committee of Unsecured
Creditors.  FTI Consulting serves as the Committee's financial
advisors.  On June 13, 2006, the Court confirmed Boyd's Chapter 11
Plan and the Company emerged on June 28, 2006.  When Boyds filed
for bankruptcy, it reported $66.9 million in total assets and
$101.7 million in total debts as of June 30, 2005.


BREAKAWAY SOLUTIONS: Wants Case Dismissed Due to Funding Shortage
-----------------------------------------------------------------
Breakaway Solutions, Inc., asks the Honorable Kevin J. Carey of
the U.S. Bankruptcy Court for the District of Delaware to dismiss
its Chapter 11 case.

Currently, the Debtor has no money and cannot propose a
confirmable plan of reorganization.  The Debtor believes that it
would be in the best interest of creditors to dismiss its
bankruptcy case, as long as it will provide a means for
distribution to creditors if it succeeds in a lawsuit it filed
against certain underwriters.  The underwriters' litigation arose
from alleged manipulation of the pricing of the Debtor's initial
public offering.

The Debtor has agreed to continue the employment of E. Talbot
Briddell as its president.  Mr. Briddell's post dismissal duties
will include a distribution to creditors of any money realized
from the Debtor's litigation claims.

The Debtor informs the Court that provisions have been made to
pursue litigation claims and distribute any resulting proceeds to
creditors without incurring the costs and fees, which would be
charged by a Chapter 7 Trustee.

The Debtor explained that conversion of its Chapter 11 case to a
Chapter 7 liquidation proceeding would not be in the best
interests of creditors because the Chapter 7 Trustee would have no
assets to administer.

Breakaway Solutions, Inc., which provided collaborative business
solutions to its clients, filed for Chapter 11 bankruptcy
protection on Sept. 5, 2001 (Bankr. Del. Case No. 01-10323).  
Gary M. Schildhorn, Esq., and Leon R. Barson, Esq., at Adelman
Lavine Gold and Levin and Neil B. Glassman, Esq., and Steven M.
Yoder, Esq., at The Bayard Firm represent the Debtor.  When it
filed for protection from its creditors, it listed $45,319,579
in assets and $25,877,720 in debts.


BURTON ODOM: Case Summary & Five Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Burton Robert Odom
        2193 Tanglewood Trail
        Conyers, GA 30013

Bankruptcy Case No.: 06-70502

Chapter 11 Petition Date: August 31, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Joel M. Haber, Esq.
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  Fax: (770) 922-4647

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's Five Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kennedy Funding                    Guarantee of Debt   $2,500,000
Two University Plaza
Suite 402
Hackensack, NJ 07601

Ramkisoon (Roy) Singh              Guarantee of Debt     $689,497
c/o Henry W. Johnson, Esq.
Hume & Johnson, P.A.
1401 University Drive, Suite 301
Coral Springs, FL 33071

Chase Credit Card                  Credit Card            $16,290
Cardmember Services
P.O. Box 15153
Wilmington, DE 19886-5153

Citi Bank                          Credit Card             $2,557
Home Depot Credit Services
Processing Center
Des Moines, IA 50364-0500

Cardmember Services                Credit Card             $1,336
Department 9600
Carol Stream, IL 60128-9600


CABLEVISION SYSTEM: Likely Default Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investor Service placed Cablevision's B1 corporate family
and other long term ratings on review for downgrade following the
announcement of noncompliance and the potential for default on its
Term Loan B. While in management's view, it is highly unlikely
that the company will not file by October 25; failure would give
its lenders the right to accelerate loans and permit bondholders
to cross accelerate.

Should the company file its statements within the cure period,
Moody's is likely to confirm ratings and return to a stable
outlook.  Notably, the ratings continue to incorporate
management's high risk tolerance offset by the company's strong
asset value.  Ratings also reflect high financial risk, heightened
competitive pressure from Verizon and direct broadcast satellite
providers, as well as strong cash flow margins, the prospect of
cash flow growth from increased penetration of advanced services,
and high loan-to-value coverage.

Separately, Moody's Investors Service downgraded the speculative
grade liquidity rating of Cablevision Systems Corporation to SGL-4
from SGL-2 following the potential default on its Term B Loan.    
Moody's does not believe that the company would be able to repay
all of its outstanding debt from the internal sources.

On Review for Possible Downgrade:

Cablevision Systems Corporation

   * Corporate Family Rating, currently B1
   * Senior Unsecured Notes, currently B3

CSC Holdings, Inc.

   * Senior Secured Bank Credit Facility, currently Ba3
   * Senior Unsecured Notes, currently B2

Headquartered in Bethpage, New York, Cablevision Systems is a
domestic cable multiple system operator serving approximately 3
million subscribers in and around the metropolitan New York area.


CABLEVISION SYSTEMS: S&P Holds BB Corporate Credit Rating on Watch
------------------------------------------------------------------
Standard & Poor's Ratings Services' ratings on Bethpage, New York-
based cable TV operator Cablevision Systems Corp., including the
'BB' corporate credit rating and the ratings for its related
entities, remained on CreditWatch with negative implications,
except for the '2' and '1' recovery ratings of secured debt at CSC
Holdings Inc. and Rainbow National Services LLC, respectively.

This follows Cablevision's Aug. 29, 2006, 8-K filing indicating
that it is out of compliance with its financial filing
requirements under its $3.5 billion term loan B loan agreement at
intermediate holding company CSC Holdings Inc.  Cablevision failed
to deliver its second-quarter financial statements by the Aug. 29
deadline required under the CSC bank loan and has not obtained
waivers similar to those obtained from the revolving credit and
term loan A lenders at CSC Holdings Inc. that are effective until
Sept. 25, 2006.

However, it does have 60 days to cure the technical default on
term loan B upon notice by either the administrative agent or
lenders (term loan A and the revolving credit have a 30-day cure
period once their waivers expire and similar notice is given).

"We note that debt at both CSC Holdings and parent Cablevision
Systems have cross-acceleration provisions that could be
problematic if there is a protracted delay in the filing of the
financial statements," said Standard & Poor's credit analyst
Catherine Cosentino.

Standard & Poor's will closely monitor Cablevision's progress over
the next few weeks in filing its second-quarter 10-Q.  If, during
this time the rating agency determines that the company is not
likely to meet either the Oct. 25 initial cutoff under the term
loan A and revolving credit, or the Oct. 30 initial cutoff under
the term loan B (if notice were to be given immediately) and has
not obtained additional waivers to remedy these defaults, the
ratings would be lowered significantly.

Ratings were originally placed on CreditWatch on Aug. 8, 2006, due
to the company's announcement in its second-quarter earnings
release that it undertook a voluntary review of past practices in
connection with grants of stock options and stock appreciation
rights.  As a result of the review, Cablevision determined that
the date and exercise price assigned to a number of its stock
option and SAR grants during 1997 to 2002 did not correspond to
the actual grant date and closing price of Cablevision common
stock on that day.

Cablevision expects to restate previously issued annual and
interim financial statements to record adjustments relating to
stock option and SAR matters.  Cablevision's review is being
conducted with outside legal counsel that had not previously been
involved with the company's stock option plans.  The company has
also contacted the SEC and the U.S. Attorney's Office to advise
them about these matters, and has been informed that both
organizations are investigating these matters.  

Most recently, shareholder derivative lawsuits have been filed
against certain present and former members of the company's board
of directors and executive officers, alleging breach of fiduciary
duty and unjust enrichment.


CALPINE CORP: To Sell Russell City Project Assets
-------------------------------------------------
Calpine Corp. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York to:

   (a) approve the Master Transfer Agreements between Russell and
       its three affiliates, Lone Oak, CPC and Anacapa;

   (b) approve the Asset Purchase Agreement between Russell and
       RCE and all other ancillary agreements contemplated to be
       entered into by the parties and Aircraft Services;

   (c) authorize the assumption and assignment of the Assigned
       Contracts, which include the Eash Option Agreement, the
       Alladin Depot Option Agreement, the Hayward Option
       Agreement and the PG&E LOI; and

   (d) determine that the Sales are exempt from any stamp tax or
       similar tax.

Debtor Russell City Energy Center, LLC, owns and develops a 230-
kilovolt transmission system that serves the power needs of the
San Francisco Bay Area.  The Russell City Project is operated by
Pacific Gas & Electric Company and is scheduled to commence
operations in 2010.

For the ultimate viability and timely commencement of the
Project, Russell agrees to enter into a 10-year Power Purchase
Agreement with PG&E, whereby PG&E will provide fuel, have full
dispatch rights and own all of the Project's capacity, energy and
ancillary service products.

Consequently, Russell and PG&E signed a Letter of Intent, which
provides that:

   (a) PG&E will not enter into the proposed PPA unless Russell
       transfers all of its assets to a special purpose entity
       that is not subject to any bankruptcy or insolvency
       proceedings and is bankruptcy-remote; and

   (b) at least 35% of the equity interest in the special purpose
       entity must be owned by a third-party investor unrelated
       to the Debtors.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
relates that in July 2006, Russell recommended to the Official
Committee of Unsecured Creditors and the Unofficial Committee of
Second Lien Debtholders that it proceed with negotiating
definitive documents with Aircraft Services Corporation because it
offered the most attractive terms and pricing.

On Aug. 10, 2006, Russell and Aircraft Services formed the
Purchaser Russell City Energy Company, LLC.  RCE is being
operated pursuant to the terms of an interim Limited Liability
Company Agreement, pursuant to which Russell will own 65% of
RCE's equity and Aircraft Services will own the remaining 35%.

Russell's 65% equity interest in RCE is subject to an Escrow
Agreement, dated June 22, 2006, between Union Bank of California,
N.A., and Calpine Corporation.

                       The Russell Project APA

Russell and RCE then entered into an Asset Purchase Agreement,
wherein RCE will:

   (a) acquire the assets and properties that will comprise the
       Russell City Project;

   (b) assume certain liabilities; and

   (c) assume certain executory contracts.

The Acquired Assets will be transferred to RCE, free and clear of
all liens, claims, encumbrances and other interests.  The
Acquired Assets include:

   * the Runnels Property in 3590 Enterprise Avenue, Hayward,
     California;

   * all of Russell's rights in these real property options
     agreements:

     -- Option Agreement between Jon and Margaret Eash and Debtor  
        Anacapa Land Company, LLC, dated March 4, 2004;

     -- Option Agreement between Alladin Depot Partnership and
        Anacapa, dated June 15, 2006; and

     -- Cooperation and Option Agreement between the city of
        Hayward and Russell, dated Oct. 21, 2005;

     -- all of Russell's rights and rights to warranties and
        licenses in the equipment, spare parts, machinery,
        furniture and fixtures in Combustion Turbine Generator
        Package No.1, Combustion Turbine Generator Package No. 2,
        and Steam Turbine Generator Package;

     -- all of Russell's rights under the LOI with PG&E;

     -- all of Russell's rights under the Certification issued by
        the California Energy Commission, and the Authority to
        Construct issued by the Bay Area Air Quality Management
        District;

     -- copies of all Business Records;

     -- all of Russell's rights to and goodwill represented by
        the name "Russell City Energy Center," provided that
        nothing will give RCE any right to any name that includes
        Calpine Mark; and

     -- proceeds of any disposed Acquired Asset.

The Excluded Assets includes, among others:

   * all of Russell's cash and cash equivalents, marketable
     securities, prepaid expenses, advance payments, surety
     accounts, deposits and other similar prepaid items, checks
     in transit and undeposited checks;

   * all of Russell's accounts and notes receivables as of 11:59
     p.m. on the Closing Date;

   * all membership interests or other equity interests of
     Russell City Energy and its affiliates; and

   * all of Russell's rights to recovery of collateral given to
     obtain letters of credit and rights to recover amounts drawn
     on letters of credit.

The Assumed Liabilities include all of Russell's liabilities
under the Assumed Contracts, the Permits, the Transaction
Documents, transaction and real property Taxes, environmental,
health and safety matters relating to the Acquired Assets, and
preliminary development expenses relating to the Project incurred
after May 1, 2006, through the Closing Date.

Russell will retain liabilities arising out of the Excluded
Assets, taxes before the Closing Date, the Acquired Assets before
the Closing Date, accounts existing on the Closing Date, and
intercompany obligations.

General Electric Capital Corporation will guarantee Aircraft
Service's obligations under the Amended Limited Liability Company
Agreement.

A full-text copy of the 70-page Russell Project APA is available
for free at http://ResearchArchives.com/t/s?10b3

                    Master Transfer Agreements

Before the consummation of the transactions contemplated by the
APA, Russell and certain of its affiliates will enter into a
Master Transfer Agreement.

The salient terms of the Master Transfer Agreement are:

   (a) Debtor Lone Oak Energy Center will transfer all of its
       right, title and interest in and to a steam turbine
       generator to Russell.  As consideration for the transfer,
       Russell will provide an intercompany payable to Lone Oak
       aggregating $21,000,000;

   (b) Debtor Calpine Power Company will transfer all of its
       right, title and interest in and to two combustion gas
       turbines to Russell.  As consideration for the transfer,
       Russell will provide an intercompany payable to CPC
       aggregating $38,241,000; and

   (c) Anacapa will transfer all of its right, title and interest
       in and to certain real property in Hayward, California,
       and will assume and assign certain option agreements
       relating to the Property to Russell.  As consideration for
       the transfer, Russell will provide an intercompany payable
       to Anacapa aggregating $3,000,000.

A full-text copy of the Master Transfer Agreement is available
for free at http://ResearchArchives.com/t/s?10b4

                       Amended LLC Agreement

At the closing of the transactions contemplated by the APA,
Russell and Aircraft Services will enter into an Amended LLC
Agreement.

The salient terms of the Amended LLC Agreement are:

   (a) Upon execution of the Amended LLC Agreement, RCE will
       issue 650 shares of common stock to Russell and 350 shares
       of common stock to Aircraft Services;

   (b) RCE will establish and maintain a Capital Account for each
       member.  Russell's initial Capital Account will equal
       $80,000,000;

   (c) No Member will be required to make any Capital
       Contribution or lend money to RCE, provided that:

          i. Aircraft Services commits to contribute the next
             $43,000,000 as capital to RCE;

         ii. Aircraft Services commits to provide PG&E
             $37,000,000 as required by the PPA; or

        iii. If the credit support required by the PPA has not
             been obtained from the Project Lenders, the PPA
             Subsequent Security may be provided by Aircraft
             Services;

   (d) The terms and conditions pursuant to which Aircraft
       Services will provide any PPA Security will be pursuant to
       definitive documents among RCE, Russell, and Aircraft
       Services and will consist of these terms:

          Letter of Credit         3.0% per annum on the stated
                                   amount of the LOC

          Up-Front Fee             1.25% on the stated amount of
                                   the LOC

          LOC Interest Rate        3.5% plus LIBOR rate per
                                   annum, to the extent the
                                   Borrower does not reimburse
                                   the Lender for a draw on the
                                   LOC

   (e) Russell will have a one-time right to purchase Aircraft
       Services' shares at any time during the time period
       beginning on the second anniversary of the Project
       Operation Date until the fifth anniversary of the Project
       Operation Date.

A full-text copy of the Amended LLC Agreement is available for
free at http://ResearchArchives.com/t/s?10b6

                       About Calpine Corp.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


CALPINE CORP: Unit Inks Energy Agreement with Epcor Merchant
------------------------------------------------------------
Calpine Power Company has entered into an agreement with EPCOR
Merchant Capital to toll the capacity from the Calgary Energy
Centre, Trading Markets.com reports.  The Agreement will commence
on today, and end on Sept. 30, 2006.

According to Trading Markets.com, Calpine Power has stated that
the Agreement would replace an earlier short-term toll
arrangement with TransAlta Energy Marketing Corporation, which
expired on Aug. 31, 2006.

                       About Calpine Corp.

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

The Company filed for chapter 11 protection on Dec. 20, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri, Esq.,
Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G.
Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their
restructuring efforts.  Michael S. Stamer, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 25; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or    
215/945-7000)


CENTRAL GARDEN: Earns $30.7 Mil. in 3rd Fiscal Qtr. Ended June 24
-----------------------------------------------------------------
Central Garden & Pet Company filed its third fiscal quarter
results for the three months ended June 24, 2006, with the
Securities and Exchange Commission.

For the third quarter of fiscal 2006, the Company reported net
sales of $507 million, an increase of 23% over the comparable 2005
period.

Income from operations for the quarter increased 57% to
$59,869,000.  Net income for the third fiscal quarter increased
39% to $30,730,000 over the year ago period.

The Company had a net pre-tax gain of $9 million in the quarter
comprised of a $9.9 million gain from the Axelrod litigation
settlement less expenses of approximately $900,000 associated with
accelerated brand-building and other strategic opportunities.

Branded product sales increased 30% while sales of other
manufacturers' products, as planned, declined 3%.  Depreciation
and amortization for the quarter was $7.5 million compared to
$5.1 million in the year ago period.

Net sales for the Garden Products segment were $279 million, an
increase of 12% compared to the third quarter of fiscal 2005.
Garden branded products sales increased $33 million or 17% while
sales of other manufacturers' products, as planned, declined 6%.
The Garden Products segment operating income was $27 million in
the quarter, an increase of 28% when compared to the third quarter
of fiscal 2005.

Net sales for the Pet Products segment were $228 million, an
increase of 39% compared to the third quarter of fiscal 2005.  Pet
branded products sales increased $64 million or 51% and sales of
other manufacturers' products increased 1%.  Operating income for
the Pet Products segment was $30 million in the quarter, an
increase of 26%, when compared to the third quarter of fiscal
2005.

The Company repurchased in its fourth quarter approximately
240,000 shares, or approximately 10% of its current $100 million
authorization.  The Company intends to continue its repurchases
from time to time through 2006 depending on market conditions.

"Strong performance in our Garden segment, the continued emphasis
on branded products, and contribution from acquisitions produced
solid results," Glenn Novotny, president and chief executive
officer, commented.

"We believe we are building a stronger, more effective company
through our continued dedication to new product innovation and
increased brand awareness initiatives.  In light of the gain from
the litigation settlement, we have elected to accelerate our brand
building activities above our original budgets and retained
external consultants to pursue strategic opportunities.  We expect
to invest most, if not all, of the remaining $9 million net gain
to create long-term shareholder value.  We see great value in
expanding our brand building activities and expect to see
meaningful returns in fiscal 2007 and beyond."

For the nine months ending June 24, 2006, the Company reported net
sales of $1.201 billion, an increase of 14% from $1.058 billion in
the comparable 2005 period.  Income from operations for the period
increased 32% to $115.4 million.  Net income for the nine-month
period increased 26% to $59.5 million from $47.1 million in the
year ago period.

Branded product sales increased 18% while sales of other
manufacturers' products declined 2%.  Depreciation and
amortization for the first nine month period was $18.6 million
compared to $14.2 million in the year ago period.  Results for the
first nine month period of fiscal 2006 include a $9.9 million
benefit to operations relating to the settlement of outstanding
litigation and expenses of approximately $900,000 associated with
accelerated brand-building and other strategic opportunities.

At June 24, 2006, the Company's balance sheet showed
$1,543,259,000 in total assets, $817,893,000 in total liabilities,
$1,887,000 in minority interests, and $723,749,000 in total
stockholders' equity.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?10c8

Based in Walnut Creek, California, Central Garden & Pet Company
(NASDAQ:CENT) -- http://www.central.com/-- is an innovator,  
marketer and producer of quality branded products for the pet,
lawn, and garden supplies markets.  The Company's pet products
include pet bird and small animal food, aquarium products, flea,
tick, mosquito, and other pest control products, edible bones,
cages, carriers, pet books, and other dog, cat, reptile and small
animal products.

                           *     *     *

Moody's Investors Service has assigned a Ba2 rating to Central
Garden & Pet Company's $650 million senior secured credit
facility.

Standard & Poor's Ratings Services has assigned its 'BB' bank loan
rating and '1' recovery rating to Central Garden & Pet Co.'s
$650 million bank facility.


CHARLES STAPLES: Case Summary & Six Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Charles Powell Staples
        2327 Ettas Circle
        Conyers, GA 30013

Bankruptcy Case No.: 06-70499

Chapter 11 Petition Date: August 31, 2006

Court: Northern District of Georgia (Atlanta)

Debtor's Counsel: Joel M. Haber, Esq.
                  2365 Wall Street, Suite 120
                  Conyers, GA 30013
                  Tel: (770) 922-9080
                  Fax: (770) 922-4647

Estimated Assets: Unknown

Estimated Debts:  $1 Million to $10 Million

Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Kennedy Funding                    Guarantee of Debt   $2,500,000
Two University Plaza
Suite 402
Hackensack, NJ 07601

Ramkisoon (Roy) Singh              Guarantee of Debt     $689,497
c/o Henry W. Johnson, Esq.
Hume & Johnson, P.A.
1401 University Drive, Suite 301
Coral Springs, FL 33071

Al Beale                           Note                  $154,954
HC 53
P.O. Box 32603
Hemphill, TX 75948

Bud & Kay Pass                     Note                  $152,500
1454 Latta Drive
Conyers, GA 30012

Chase Card Service                 Credit Card            $22,838
P.O. Box 15153
Wilmington, DE 19886-5153

Chase                              Credit Card            $22,157
P.O. Box 15153
Wilmington, DE 19886-5153


CLOROX CO: Appoints Don Knauss as Chairman and CEO
--------------------------------------------------
Donald R. Knauss has been named chairman and chief executive
officer of The Clorox Company, effective early October 2006.

Mr. Knauss, 55, is currently president and chief operating officer
for Coca-Cola North America.  He succeeds Robert W. Matschullat,
58, who has served as Clorox's interim chairman and interim CEO
since March 2006, when Gerald E. Johnston stepped down from those
positions due to illness.

"Don has a depth of experience in the consumer products industry,
and he is perfectly suited for Clorox in our drive to grow our
business," said Mr. Matschullat.  "Throughout his career, he has
established himself as a change agent.  Businesses have grown and
flourished under his leadership, and he achieves results in a way
that engages and brings the entire organization along with him.
Don knows how to lead customer- and consumer-focused
organizations.  He has a great, no-nonsense style that's well
suited to the Clorox culture."

As president and COO for the $7 billion Coca-Cola North America
division since 2004, Mr. Knauss was responsible for marketing,
supply-chain operations, brand and new-product development and
sales.  During his tenure, he significantly increased the quantity
and quality of marketing, helped revitalize the innovation
pipeline across beverage categories and made diversity a business
imperative.  He came to Coke's North America division from Minute
Maid North America, where he was president and CEO for three
years.

"It's an honor to take the helm at Clorox," Mr. Knauss said of his
appointment.  "Clorox has a legacy of strong leading brands, great
marketing and smart, passionate people.  The organization has done
an extraordinary job building operational excellence.  It has
established seamless business processes and truly understands
consumers, qualities that have been demonstrated by its innovation
and brand-building record.  Clorox is strongly positioned to grow,
which I find very exciting.  It is also very important to me that
Clorox has a corporate culture of driving results while respecting
others.  It's a culture steeped in core values with a deep
commitment to community involvement.  I'm proud to be joining a
company of people that have always placed the highest importance
on acting with integrity in all they do."

Mr. Knauss started his career at Coca-Cola in 1994 as senior vice
president of marketing for Minute Maid.  In 1996, he was promoted
to senior vice president and general manager for Minute Maid's
U.S. retail operations.  He next served as president for Coca-Cola
in Southern Africa.  Prior to joining Coca-Cola, Mr. Knauss held
various positions in marketing and sales with PepsiCo, Inc. and
Procter & Gamble.  Prior to launching his business career, Mr.
Knauss served as an officer in the United States Marine Corps.

In March 2006, Mr. Matschullat, then presiding director of the
board of directors, was appointed interim chairman and interim CEO
of Clorox after Gerald E. Johnston suffered a heart attack and
subsequently retired from his positions.  Mr. Matschullat will
return to serve on the company's board of directors.

Headquartered in Oakland, California, The Clorox Company
-- http://www.thecloroxcompany.com/-- provides household cleaning
products and reaches beyond bleach.  Although best known for
bleach (leader worldwide), Clorox makes laundry and cleaning items
(Formula 409, Pine-Sol, Tilex), cat litter (Fresh Step), car care
products (Armor All, STP), the Brita water-filtration system (in
North America), and charcoal briquettes (Kingsford).

The Company's balance sheet at June 30, 2006 showed total assets
of 3,616 million and total liabilities of $3,772 million resulting
in a stockholders' deficit of $156 million.  The Company's
stockholders' deficit at June 30, 2005 stood at $553 million.


COLLINS & AIKMAN: Files Reorganization Plan to Emerge from Ch. 11
-----------------------------------------------------------------
Collins & Aikman Corporation filed, on Aug. 30, 2006, with the
Bankruptcy Court in Detroit a stand-alone Plan of Reorganization
and an accompanying Disclosure Statement.  Collins & Aikman will
now work expeditiously toward satisfying various conditions to
obtain approval of the Disclosure Statement and Plan, and
ultimately exit Chapter 11.

"While we still have more to accomplish to complete our
reorganization, filing our Plan brings us significantly closer to
successfully reorganizing C&A for the benefit of our more than
12,000 employees, as well as our stakeholders and valued
customers," said Frank Macher, president and chief executive
officer.  "This Plan will enable us to emerge from Chapter 11
early next year in a much improved competitive position that is
able to fully support our customers."

Under the Plan, Collins & Aikman will emerge with a significantly
de-levered balance sheet.  The Company's secured debt under its
Prepetition Credit Agreement will be converted into common stock
in reorganized Collins & Aikman.  Under the Plan, unsecured
creditors who vote in favor of the Plan will receive their share
of warrants and interests in a litigation trust.  All existing
equity interests in Collins & Aikman Corporation will be canceled
with no distribution.

"After months of complex negotiations and a comprehensive M&A
process, we have filed a Plan with the support of the steering
committee of our senior lenders," said Mr. Macher.  "Through
contributions from our creditors, customers and employees, we will
improve our cost structure, strengthen our balance sheet and
position C&A for long-term success.  The Plan also provides us the
flexibility to continue the M&A process as an alternative exit
strategy."

Confirmation of the Plan is subject to a number of conditions,
which include entering into certain agreements with Collins &
Aikman's customers, modification of certain labor-related
obligations and resolution of ongoing government investigations.

The Disclosure Statement and Plan have not been approved by the
Bankruptcy Court, and may be materially modified before approval.

Full-text copies of the Company's Plan of Reorganization and
Disclosure Statement are available for free at:

               http://ResearchArchives.com/t/s?10f2

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


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

As reported in the Troubled Company Reporter on Aug. 16, 2006,
MOBIS Alabama, LLC, ordered various tooling, molds and other
personal property from the Debtors pursuant to certain purchase
orders.  The Debtors out-sourced the manufacture of the Mold to
Valiant Tool & Mold, Inc., and Valiant manufactured and delivered
the Mold to the Debtors prepetition.

Valiant said that $64,780 remains due and owing from the Debtors
for the Mold.  Valiant also said that it holds valid and perfected
liens in the Mold.

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

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

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

After conducting extensive arm's-length negotiations, the Parties
agreed to enter a Stipulation, which provides that:

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

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

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

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

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

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Argues ACT Received Proper Bar Date Notice
------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to deny
ACT Laboratories, Inc.'s request to deem its $320,654 claim timely
filed.

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

ACT sought to allow its late claim on the assertion that it did
not receive proper notice of the claims bar date in the Debtors'
Chapter 11 cases and was not scheduled by the Debtors as a
creditor.  ACT argues that as a result of this lack of notice, its
failure to file a proof of claim by the bar date was excusable
neglect.

Marc J. Carmel, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, contends that ACT was served at multiple addresses with
Bar Date Notices and proof of claim forms.  Mr. Carmel further
contends that ACT was listed several times in the Debtors'
Schedules of Assets and Liabilities and Statements of Financial
Affairs.  Thus, ACT's request is completely unwarranted and
should be denied, Mr. Carmel argues.

Citing In re Best Products Co., Inc., 140 B.R. 353, 359 (Bankr.
S.D.N.Y. 1992), Mr. Carmel points out that a creditor who has
adequate notice of bar date has burden of demonstrating "unique
and extraordinary circumstances" to justify extension of time to
file a claim.

Furthermore, Mr. Carmel argues that even assuming ACT was not
actually served with the Bar Date Notice, ACT's failure to timely
file a proof of claim would not be considered excusable neglect.
Mr. Carmel notes that a review of the excusable neglect criteria
in Pioneer Investment Services Co. v. Brunswick Associates
Limited Partnership, 507 U.S. 380, 395, 113 S.Ct. 1489, 1498
(1993), shows that ACT failed to meet the standard.  Among other
things, Mr. Carmel maintains, the delay in filing was lengthy --
six months after the Bar Date.

Moreover, ACT suggests that it has acted in good faith, but, at
the very least, ACT did not make a careful review of the Debtors'
dockets prior to filing its request, notes Mr. Carmel.  "Despite
the repeated assertions to the contrary . . . ACT appears several
times in the Debtors' schedules," Mr. Carmel says.

The Official Committee of Unsecured Creditors supports the
Debtors' arguments.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 38; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COPELANDS' ENTERPRISES: U.S. Trustee Appoints Five Panel Members
----------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, appointed
five creditors to serve on an Official Committee of Unsecured
Creditors in Copelands' Enterprises, Inc.'s chapter 11 case:

   a. Nike USA, Inc.
      Attn: Thomas A. Puella
      1 Bowerman Drive
      Beaverton, OR 97005
      Tel: (503) 671-4862
      Fax: (503) 532-2613

   b. Callaway Golf Sales Co.
      Attn: Michael J. Rider
      2180 Rutherford Road
      Carlsbad, CA 92008
      Tel: (760) 930-5849
      Fax: (760) 930-5022

   c. TaylorMade Adidas Golf Co.
      Attn: Lawrence J. Kustra
      5545 Fermi Court
      Carlsbad, CA 92008
      Tel: (760) 918-6124
      Fax: (760) 918-2134

   d. New Balance Athletic Shoe, Inc.
      Attn: Michael Levesque
      20 Guest Street
      Boston, MA 02135
      Tel: (617) 746-2287
      Fax: (617) 746-6287

   e. General Growth Properties, Inc.
      Attn: Samuel B. Garber
      Assistant General Counsel
      110 North Wacker Drive
      Chicago, IL 60606
      Tel: (312) 960-5079
      Fax: (312) 442-6373

The Official Creditors' Committee has the right to employ legal
and accounting professionals and financial advisors, at the
Debtor's expense.  It may investigate the Debtor's business and
financial affairs.  

Importantly, an official committee serves as a fiduciary to the
general population of creditors it represent.  This committee 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 Debtor and other core
parties-in-interest.  

If negotiations break down, the Committee may ask the Bankruptcy
Court to replace management with an independent trustee.  If the
Committee concludes reorganization of the Debtor is impossible,
the Committee will urge the Bankruptcy Court to convert the
chapter 11 case 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.


COPELANDS' ENTERPRISES: Wants to Hold GOB Sales Auction on Sept. 7
------------------------------------------------------------------
Copelands' Enterprises, Inc., asks the Honorable Mary F. Walrath
of the U.S. Bankruptcy Court for the District of Delaware for:

   -- authority to close 11 of their retail store locations;

   -- authority to conduct going-out-of-business sales free and
      clear of liens pursuant to Sections 363(b) and (f) of the
      U.S. Bankruptcy Code;

   -- approval of terms and conditions of the auction;

   -- authority to select a Liquidator firm; and

   -- authority to enter into an agency agreement for liquidation
      of merchandise, which grants the Liquidator a first priority
      lien in the merchandise pursuant to Section 364(d).

                         GOB Stores Sales

The Debtor currently owns and operates 31 stores.  The Debtor
leases all of its store locations.

The GOB Stores are:

   a. Store # 2
      Santa Barbara # 2
      1137 State Street
      Santa Barbara, CA 93102

   b. Store # 4
      Santa Barbara # 4
      1230 State Street
      Santa Barbara, CA 93102

   c. Store # 13
      Carmichael
      6404 Fair Oaks Boulevard
      Carmichael, CA 95608

   d. Store # 23
      Sacramento
      643 Downtown Plaza, #1-C-100
      Sacramento, CA 95814

   e. Store # 33
      Clackamas
      12200 SE 82nd Avenue, Suite 100
      Portland, OR 97266

   f. Store # 41
      Beaverton
      11959 SW Canyon Road
      Beaverton, OR 97005

   g. Store # 58
      Las Vegas (BOB
      3860 S Maryland Parkway
      Las Vegas, NV 89119

   h. Store # 60
      Henderson
      579 N Stephanie Street
      Henderson, NV 89014

   i. Store # 61
      Provo
      4801 N University, Suite 210
      Provo, UT 84604

   j. Store # 65
      El Cerrito
      300 El Cerrito Plaza
      El Cerrito, CA 94530

   k. Store # 67
      Walnut Creek
      1330 S California Boulevard
      Walnut Creek, CA 94596

The Debtor wants to conduct the GOB Sales in order to liquidate
its merchandise inventory, furniture, equipment, trade fixtures,
and other assets located at, or which may be transferred to, each
of the GOB Stores.

The Debtor also asks the Court for authority to conduct the GOB
Sales consistent with its store closing and GOB Guidelines, and:

   a. to administer the GOB Sales without complying with:

      1. any applicable state and local statutes, rules, or
         ordinances governing liquidation; provided that the
         Debtor and the Liquidator will:

          i. continue to comply with state and local public health
             and safety laws, and tax, labor, employment,
             environmental, and consumer protections laws; and

         ii. comply with the GOB Guidelines

      2. any court order or other decree of any federal, state,
         or local governmental authority that would impair, or
         is required for the Debtor's consummation of the
         contemplated transactions;

      3. any contract or agreement to which the Debtor is a party
         by which the Debtor may be bound that would prevent or
         impair the consummation of the GOB Sales and other
         contemplated transactions; and

   b. to sell or transfer the assets at the GOB Sales:

      1. free and clear of all liens, claims, and interests
         pursuant to Section 363(f) of the U.S. Bankruptcy Code,
         with any liens to attach to the sale proceeds in the same
         priority as those liens had against the property sold;
         and

      2. free from any warranties, except that the Debtor and the
         Liquidator will pass on all manufacturers' warranties to
         customers.

The Debtor want to conduct the GOB Sales despite any provisions in
the Debtor's non-residential leases with third parties, which
purport to restrict its ability to do so, including any "going
dark" provisions.

The Debtors also want to abandon any inconsequential fixtures,
equipment, or other items remaining in the leased GOB Stores as of
the effective date of the rejection of those leases.

The Debtor asks the Court to set the GOB Sale Hearing at 2:00 p.m.
on Sept. 8, 2006. Objections to the GOB Sales, if any, must be
received by 4:00 p.m. on Sept. 5, 2006.

                            GOB Auction

The auction will be held at the offices of:

       Pachulski, Stang, Ziehl, Young, Jones & Weintrab LLP
       919 North Market Street, 17th Floor
       Wilmington, DE 19801

The Debtor asks the Court to set the auction at 10:00 a.m. on
Sept. 7, 2006.

The Debtor also wants the Court to approve its bidding procedures
to be used in the auction to determine the Liquidator to conduct
the GOB Sales.

The stalking horse bidder is a joint venture of Hilco Merchant
Resources, LLC, and Hudson Capital Partners, LLP.

The Debtor wants to enter into an agency agreement with the
successful bidder at the auction and to pay a termination fee to
the stalking horse bidder in the event of a successful overbid.

The Debtor's DIP lender, Wells Fargo Retail Finance, LLC, consents
to the GOB Sales.

A full-text copy of the agency agreement is available for a free
at http://ResearchArchives.com/t/s?10f3

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.


CYTOCORE INC: Balance Sheet Upside-Down by $4.6 Million at June 30
------------------------------------------------------------------
Cytocore Inc. filed its financial report for the quarter ended
June 30, 2006 with the Securities and Exchange Commission on
Aug. 21, 2006.

Revenues for the three months ended June 30, 2006, decreased by
about 10%, from $29,000 for the three months ended June 30, 2005,
to $26,000.  The decrease was the result of a reduction in revenue
from the sale of its slide-based installed systems.

The net loss for the three-months ended June 30, 2006 increased of
$1.7 million or 219% to $2.5 million, compared with $791,000 for
the same period in 2005.  The increase resulted primarily from the
non-cash charge to interest expense for the beneficial conversion
of debt to equity and an increase in R&D and SG&A expenses due to
the Company resuming operations.

The Company's balance sheet at June 30, 2006 showed total assets
of $2.3 million and total liabilities of $6.9 million resulting in
a total stockholders' deficit of $4.6 million.  Its total
stockholders' deficit at Dec. 31, 2005 stood at $10 million with
total assets at $390,000.

Revenues for the six months ended June 30, 2006, decreased
$20,000, or 29%, to $49,000 from $69,000 for the six months ended
June 30, 2005.

The net loss the six months ended June 30, 2006, was $3.7 million
compared to $1.9 million for the same period in 2005.

The Company further disclosed that it raised $4.88 million from
the sale of common stock during the six months ended June 30,
2006, compared to $643,000 for the same period in 2005.  The
proceeds of the common stock offerings were used to resume
clinical operations, satisfy certain present and past obligations,
as well as pay current operational expenses.

                  Convertible Promissory Notes

During the six months ending June 30, 2006, noteholders of certain
convertible promissory notes elected to convert an aggregate
$745,000 of principal and $206,300 accrued interest for 7,266,617
unregistered shares of the Company's common stock.  The Company
also settled other notes payable to related parties in principal
amounts of $40,000 and $28,100 of accrued interest for 453,869
unregistered shares of the Company's common stock.  In May 2006,
Monsun converted its convertible promissory note in the principal
amount of $500,000 and $519,000 of accrued interest into 7,624,327
unregistered shares of the Company's common stock.  Since the
actual conversion rate was less than the rate specified in the
note, the Company recorded an additional non-cash charge to
interest expense of $1,321,000 on the beneficial conversion of the
Monsun note during the second quarter of 2006.

                 Defaults on Senior Securities

The Company, as of June 30, 2006, had failed to make the required
principal and interest payments, constituting events of default,
on the following notes payable:

   -- $75,000 in Bridge I convertible promissory notes;

   -- $1,225,000 in Bridge II convertible promissory notes;

   -- $305,000 MonoGen, Inc. promissory note; and

   -- $21,000 Ventana Medical Systems, Inc. promissory note

Other than the MonoGen note payable, the Company disclosed that it
has not received any written declarations of default from holders
of outstanding notes payable.  The Company is currently in
negotiations with MonoGen and its counsel regarding the note
payable.

A full-text of the Company's financial report may be viewed at no
charge at http://ResearchArchives.com/t/s?10ba

CytoCore, Inc., (fka Molecular Diagnostics, Inc.)
(OTC Bulletin Board: CYCR) -- http://www.cytocoreinc.com/--  
develops cost-effective cancer screening systems, which can be
utilized in a laboratory or at the point-of-care, to assist in the
early detection of cervical, endometrial, and other cancers.  The
InPath(TM) System is being developed to provide medical
practitioners with a highly accurate, low-cost, cervical cancer
screening and treatment system that can be integrated into
existing medical models or at the point-of-care.


DANA CORP: Smith Withdraws Lift Stay Motion to Pursue PI Lawsuit
----------------------------------------------------------------
Tonie Smith withdrew her request, with prejudice, to lift the stay
to permit prosecution of the personal injury lawsuit she filed
against Dana Corporation and its debtor-affiliates in the U.S.
District Court for the Northern District of Mississippi, Oxford
Division.

Ms. Smith also dismissed the Debtors, with prejudice, from the
Mississippi Lawsuit.

Accordingly, the Honorable Burton R. Lifland modified the
automatic stay to permit Ms. Smith to promptly dismiss the Debtors
from the Lawsuit.  The Court deemed Ms. Smith's request resolved
and withdrawn, with prejudice.

Ms. Smith's action dates back to a Feb. 14, 2001 accident, which
resulted in injuries, damages and death to Garry Smith, Ms.
Smith's spouse.  

The Mississippi Action has been stayed pursuant to the Debtors'
bankruptcy filing.

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


DANA CORP: Watson Withdraws Lift Stay Motion to Recoup $492K Debt
-----------------------------------------------------------------
Daniel B. Jones, Esq., in Plano, Texas, informs the U.S.
Bankruptcy Court for the Southern District of New York that
Watson & Chalin Manufacturing, Inc., has withdrawn its request to
lift the automatic stay.

Watson previously sought to have the automatic stay lifted
to allow it to offset, or in the alternative recoup, its $492,497
debt to Dana Corporation against Dana's $312,782 debt to Watson.

Watson's debt relates to its obligations under its business
transactions with Dana.  

Before the Debtors filed for bankruptcy, Watson was engaged in
mutual purchasing and selling of products and materials with Dana.  
At Dana's request, Watson has continued its relationship with Dana
postpetition to aid in its efforts to reorganize and continued
both buying from and selling to the Debtor on credit.

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


DAVID HUMPHERYS: Voluntary Chapter 11 Case Summary
--------------------------------------------------
Debtor: David Brian Humpherys
        fdba Partner Homes, LLC
        fdba Truss Partners, LLC
        fdba Veranix
        4576 Bowers Vista Circle
        Murray, UT 84107

Bankruptcy Case No.: 06-23075

Chapter 11 Petition Date: August 21, 2006

Court: District of Utah (Salt Lake City)

Judge: Judith A. Boulden

Debtor's Counsel: Anna W. Drake, Esq.
                  Anna W. Drake, P.C.
                  215 South State Street, Suite
                  500 Salt Lake City, UT 84111
                  Tel: (801) 328-9792
                  Fax: (801) 364-3756

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

Estimated Debts:  $1 Million to $10 Million

The Debtor did not file a list of its 20 largest unsecured
creditors.


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

As reported in the Troubled Company Reporter on Aug. 16, 2006, the
Equity Committee discussed its potential retention of a financial
advisor with the Debtors, the United States Trustee and the
Official Committee of Unsecured Creditors.  These discussions led
to lengthy negotiations that resulted in a term sheet setting
forth a proposed payment structure and scope of services for a
financial advisor that has been agreed to by the Debtors and the
Equity Committee.

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

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

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

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

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

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

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELPHI CORP: Delphi Medical Seeks $4 Million Payment from Aksys
---------------------------------------------------------------
Delphi Medical Systems Colorado Corporation, pursuant to a
Contract Manufacturing Agreement, provided $2,420,487 in goods and
services to Aksys, Ltd.  According to Delphi Medical, Aksys failed
to pay for the invoiced goods and services.

Furthermore, pursuant to the Contract, Delphi Medical purchased
and stored certain goods for Aksys.  Aksys had deposited
$3,408,813 with Delphi Medical to secure payment for the Stored
Materials.

In July 2006, Delphi Medical notified Aksys that the Materials
Deposit had been fully depleted and that the Contract had been
terminated based Aksys' violation of the contract terms.

Delphi Medical points out that Aksys continues to be liable for
$1,588,089 on account of the Stored Materials.

Delphi Medical made a written demand on Aksys for payment of the
Invoices and the Stored Materials Balance aggregating $4,008,576.

Accordingly, Delphi Medical asks the U.S. Bankruptcy Court for the
Southern District of New York to:

   (a) compel Aksys to pay the Receivable, plus interest and the
       costs and expenses; and

   (b) disallow any of Aksys' claims against the Debtors unless
       it pays all sums that are due and payable.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 39; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELTA AIR: Wants to Amend and Assume Denver Airport Lease
---------------------------------------------------------
Delta Air Lines, Inc., and the City and County of Denver,
Colorado, are parties to an Airport Use and Facilities Lease
Agreement dated May 17, 2005, governing Delta's use of four gates
and certain other operational space at the Denver International
Airport.

The Debtors have determined that certain leased space at the
Airport, including one gate and certain related operational
space, is not required for their current operations at the
Airport.

Following negotiations, the Debtors and Denver, agreed to the
principal terms of an amended lease so that Delta leases three
gates and a reduced amount of operational space at the Airport
provided that Delta contemporaneously assumes the Amended Lease
under Section 365 of the Bankruptcy Court.

The Debtors seek the U.S. Bankruptcy Court for the Southern
District of New York's authority to amend and assume the Lease
Agreement.

Delta expects that the terms of the Amended Lease will be
effective on September 1, 2006.

Sharon Katz, Esq., at Davis Polk & Wardwell, in New York,
contends that by amending and assuming the Lease at this time,
Delta will immediately obtain approximately $1,000,000 in annual
savings on the Lease and will avoid making payments for premises
that provide no tangible benefit to the Debtors' estates.

The Debtors have examined the costs associated with their
obligations under the Lease and have determined in their business
judgment that the savings from the amendment and assumption will
favorably affect their cash flow and assist them in managing their
future operations.

As part of the assumption and as required by Section 365(b)(1)(A),
Delta intends to make certain tax payments to the City, which will
be memorialized in the Amended Lease.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Inks Stipulation for FCI to File Consolidated Claims
---------------------------------------------------------------
Fiduciary Counselors Inc. is the independent fiduciary for certain
specified purposes for three defined benefit plans sponsored by
Delta Air Lines, Inc.:

    -- the Delta Retirement Plan,
    -- the Delta Pilots Retirement Plan, and
    -- the Western Air Lines, Inc. Pilots Defined Benefit Plan.

FCI believes that it must file multiple proofs of claim against
each of the Debtors, representing claims for which FCI believes
the Debtors are jointly and severally liable to the Plans under
29 U.S.C. Section 1082(c)(11)(B) and 26 U.S.C. Section
412(c)(11)(B).

Pursuant to a stipulation, the parties agree that:

   (1) Any proof of claim or amendment thereto filed in Case No.
       05-17923-ASH by FCI on its own behalf or on behalf of
       the Plans will be deemed to be filed in each of the cases
       of the Debtors;

   (2) FCI will not be required at this point in time to file any
       claims with respect to the Delta Retirement Plan or
       Western Air Lines, Inc. Pilots Defined Benefit Plan.
       Rather, FCI will have 45 days from the date, if any, on
       which:

        (i) Delta files a PBGC Form 600 Distress Termination
            Notice of Intent to Terminate seeking a distress
            termination of Delta Retirement Plan or Western Air
            Lines, Inc. Pilots Defined Benefit Plan; or

       (ii) the Pension Benefit Guaranty Corporation commences
            judicial action to terminate the Delta Retirement
            Plan or Western Air Lines, Inc. Pilots Defined
            Benefit Plan pursuant to 29 U.S.C. Section 4042.

       At that point in time or before, FCI may file additional
       claims with respect to the Delta Retirement Plan, each of
       which claims will be filed only in Case No. 17923-ASH but
       deemed filed against all of the Debtors; and

   (3) If FCI determines that it must file a proof of claim
       against any Delta affiliate that files for Chapter 11
       relief in the Southern District of New York subsequent to
       August 7, 2006, the Debtors and FCI may enter into an
       agreement under which any proof of claim or amendment that
       FCI files in Case No. 05-17923-ASH will be deemed to be
       filed in the Delta affiliate's case.

Because there are 19 Debtors, FCI, absent the Stipulation, would
likely file a great number of separate proofs of claim.  The
parties believe that these multiple claims would impose a
significant and unnecessary administrative burden on them, the
claims agent, and the Court.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 40; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


EMMIS COMMUNICATIONS: Employs Patrick Walsh as Executive VP, CFO
----------------------------------------------------------------
Emmis Communications Corporation entered into a three-year
employment agreement with Patrick Walsh, effective Sept. 4, 2006,
who will serve as Executive Vice President, Chief Financial
Officer and Treasurer.

Mr. Walsh's annual base compensation is $400,000 and his annual
incentive compensation target is $200,000.  The company retains
the right to pay any annual incentive compensation in cash or
shares of our common stock.  Additionally, the award of annual
incentive compensation is based upon achievement of certain
performance goals to be determined each year by the Company's
Compensation Committee.  Mr. Walsh will receive an automobile
allowance and will be reimbursed for up to $5,000 per year in
premiums for life and disability insurance and retains the right
to participate in all of the Company's employee benefit plans for
which he is otherwise eligible.  The agreement remains subject to
termination by our board of directors for cause, and by Mr. Walsh
for good reason upon written notice.  Mr. Walsh is also entitled
to certain termination benefits upon disability or death, and
certain severance benefits.

Mr. Walsh joins the Company from Ibiquity Digital Corporation, the
developer and licensor of HD Radio technology, where he served as
chief financial officer and senior vice president since 2002.
Prior to joining iBiquity, Walsh was a management consultant for
McKinsey & Company, a management consulting firm.  His previous
management experience includes positions at General Motors
Acceptance Corporation and Deloitte & Touche, LLP.  He earned a
Bachelor of Business Administration degree in accounting and
finance from the University of Michigan and an MBA from Harvard
Business School.

The Company also disclosed that David Newcomer, vice president of
finance, assistant secretary and interim chief financial officer
was being promoted to senior vice president of finance and
assistant secretary.  He will no longer serve as interim chief
financial officer.

Based in Indianapolis, Indiana, Emmis Communications Corporation
(NASDAQ: EMMS) -- http://www.emmis.com/-- is a diversified media    
firm with radio broadcasting, television broadcasting and magazine
publishing operations.  Emmis owns 22 FM and 2 AM domestic radio
stations serving New York, Los Angeles and Chicago as well as St.
Louis, Austin, Indianapolis and Terre Haute, Ind.  In addition,
Emmis owns a radio network, international radio interests, two
television stations, regional and specialty magazines, and
ancillary businesses in broadcast sales and publishing.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 24, 2006
Standard & Poor's Ratings Services' ratings on Emmis
Communications Corp., including the 'B+' corporate credit rating,
remained on CreditWatch with negative implications, where they
were placed on May 11, 2005.

In August 2005, Moody's placed the Company's long-term corporate
family rating at Ba3 with a negative outlook.


ENERGY PARTNERS: Woodside Merger Cues Moody's to Review Ratings
---------------------------------------------------------------
Moody's Investors Service changed Energy Partners, Ltd.'s ratings
review for possible downgrade to review direction uncertain -- B2
Corporate Family Rating; B2 senior unsecured note rating.  

This action follows Woodside Petroleum Ltd.'s Baa1 senior
unsecured rating, at Woodside Finance Ltd., stable outlook,
announcement that it has made, through its US wholly-owned
subsidiary ATS Inc., an unsolicited offer to acquire EPL for $1.18
billion, including assumed debt.

The proposed acquisition is subject to the approval of EPL's
shareholders and is conditional on EPL's shareholders voting down
the company's pending merger with Stone Energy Corporation. Stone
Energy's B2 Corporate Family Rating, B3 senior unsecured note
rating, and Caa1 senior subordinated note ratings remain on review
for possible downgrade.

EPL's rating review direction uncertain reflects the possibility
that its ratings could be downgraded, upgraded, or confirmed.  If
Woodside's offer to acquire EPL is unsuccessful and the Stone
acquisition proceeds as currently structured, EPL's ratings
could either be downgraded or confirmed, depending on Moody's
assessment of EPL's ability to reduce its substantial debt
burden in a timely manner given our current operating performance
and sector outlook, the ability of the company to successfully
mitigate the performance challenges facing the merged business,
and the anticipated benefits of the acquisition.

However, if Woodside is successful in acquiring EPL, an upgrade of
EPL's ratings is likely, reflecting EPL's currently low rating
relative to the stronger credit profile of Woodside.  If neither
transaction is successful, EPL's ratings would likely be
confirmed.

Energy Partners, Ltd. is headquartered in New Orleans, Louisiana.


ENTERGY NEW ORLEANS: DIP Pact Maturity Stretched to August 2006
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
authorizes Entergy New Orleans, Inc., to execute Amendment No. 1
to the DIP Credit Agreement, which extends the maturity of the
$200,000,000 DIP financing provided by Entergy Corp. from
Aug. 23, 2006 to Aug. 23, 2007.

ENOI represents that no event has occurred or would result from  
the execution and delivery of Amendment No. 1 that constitutes an  
event of default under the DIP Credit Agreement.

Judge Brown also authorizes ENOI to execute an amendment to the  
promissory note of up to $200,000,000, it issued in favor of  
Entergy Corp., to extend the maturity of the Note to August 23,  
2007.

The execution, delivery and effectiveness of the Amendments will  
not operate as a waiver of any right, power or remedy of Entergy  
Corp. under the DIP Agreement and the Promissory Note, nor  
constitute a waiver of any provision of the Agreement and the  
Note.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: United States Wants Claims Objection Denied
----------------------------------------------------------------
The United States of America asks the U.S. Bankruptcy Court for
the Eastern District of Louisiana to dismiss Entergy New Orleans,
Inc.'s objection for failure of service.

As reported in the Troubled Company Reporter on August 11, 2006,
ENOI objected to various claims filed by the Internal Revenue
Service on behalf of the United States.

The Debtor's objection states that notice of the objection has
been sent to the IRS at the "address shown on the IRS Claims."

John M. Bilheimer, Esq., at the Tax Division of the United States
Department of Justice in Washington, D.C., notes that an objection
to a proof of claim is a contested matter.  Where an objection has
been made to claims filed by the IRS, the United States is the
proper party respondent in the matter, Mr. Bilheimer clarifies.

Under Rules 7004(b)(4) and 9014 of the Federal Rules of
Bankruptcy Procedure, the United States must be served with an
objection to a claim by serving the Attorney General of the
United States and the United States Attorney for the judicial
district in which the case is pending, Mr. Bilheimer asserts.  A
notice to the IRS alone is insufficient, he says.

Mr. Bilheimer notes that neither the Attorney General of the
United States nor the United States Attorney for the Eastern
District of Louisiana has been served with the objection.

                       Parties Negotiate

Representing ENOI, Elizabeth J. Futrell, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., in New Orleans,
Louisiana, tells Judge Brown that ENOI has begun negotiations with
the IRS concerning the tax claims.  The continuance of the hearing
would give the Debtor and the IRS an opportunity to amicably
resolve the objection, she says.

At ENOI's request, the Court continues the hearing on the
objection to Oct. 18, 2006, at 2:00 p.m.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 22; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EPIXTAR CORP: Court Moves Exclusive Plan Filing Deadline to Oct. 1
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida in
Miami gave Epixtar Corp. and its debtor-affiliates until:

   a) Oct. 1, 2006, to file a chapter 11 reorganization plan; and

   b) Nov. 30, 2006, to solicit acceptances of that plan.

In their request, the Debtors told the Court that the size and
complexity of their cases warrant extension of their exclusive
periods.

The Debtors are in negotiations with the Official Committee of
Unsecured Creditors regarding treatment that could be afforded to
the Committee under a proposed plan of reorganization.

In addition, the Debtors' affiliate in the Philippines is in the
process of filing the equivalent of a plan of reorganization,
which will contribute to their reorganization efforts.

Based in Miami, Florida, Epixtar Corp. fdba Global Assets Holding
Inc. -- http://www.epixtar.com/-- acquires or establishes  
companies specialized in mass-market communication products.
Epixtar operates through its subsidiaries, National Online
Services Inc. and One World Public.  The Company and its debtor-
affiliates filed for chapter 11 protection on Oct. 6, 2005 (Bank.
S.D. Fla. Case No. 05-42040).  Michael D. Seese, Esq., at Kluger,
Peretz, Kaplan & Berlin, P.L., represents the Debtors in their
restructuring efforts.  Glenn D. Moses, Esq., at Genovese Joblove
& Battista, P.A., represents the Company's Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed total assets of $30,376,521 and total
debts of $39,158,724.


EUROFRESH INC: S&P Junks Rating Due to Poor First Qtr. Performance
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered all of its ratings on
Willcox, Arizona-based EuroFresh, Inc., including its corporate
credit rating, to 'CCC+' from 'B'.  

The ratings were removed from CreditWatch, where they placed on
May 22, 2006, with negative implications, following the company's
materially weaker-than-expected financial performance in the first
fiscal quarter of 2006.  The outlook is developing.

About $229 million total debt was outstanding at June 30, 2006.

"The downgrade reflects the company's continued weak operating
performance during the quarter ended June 2006 and our concerns
about ongoing operating challenges," said Standard & Poor's credit
analyst Alison Sullivan.

EBITDA declined about 10% for the six months ending June 30, 2006,
because of increased energy costs resulting in:

   * higher expenses for natural gas to heat greenhouses;
   * higher transportation costs; and
   * higher costs of packaging materials.

This decline, coupled with higher debt levels following a
leveraged dividend in December 2005, significantly weakened credit
measures.

Additionally, the company suffered labor shortages that reduced
its output and will continue to negatively impact the company in
the third quarter.  The company was in compliance with covenants
at June 30, 2006, although covenant cushion was very limited.  

Standard & Poor's is concerned about the company's ability to meet
future covenants in the absence of an amendment.

The ratings on EuroFresh reflect its:

   * narrow business focus,
   * limited size,
   * customer concentration, and
   * leveraged financial profile.


EXABYTE CORP: Selling Assets to Tandberg Data for $28 Million
-------------------------------------------------------------
Exabyte Corporation has entered into an Asset Purchase Agreement
with Tandberg Data Corp., a Delaware corporation and wholly-owned
subsidiary of Tandberg Data ASA, a company organized under the
laws of Norway and headquartered in Oslo, Norway, whereby Tandberg
will purchase substantially all of the assets of the Company in
exchange for cash and the assumption of certain liabilities.

The Agreement was approved by the Company's Independent Committee
and ratified by its Board of Directors.  The closing of the
transaction is subject to the approval of Exabyte common
shareholders at a shareholders' meeting that is expected to occur
in October or November 2006.  

Under the terms of the Agreement, the total consideration is
expected to be approximately $28,000,000, plus certain transaction
fees.  This amount will fluctuate based on the actual balance
outstanding under the Company's loan agreement with Wells Fargo
Business Credit, Inc., which will be paid in full at closing.

The cash payment to Exabyte at closing will be approximately
$22,500,000, and will generally be equal to

     1) the balance outstanding on the Wells Fargo loan, which
        holds a first priority security interest in the Company's
        assets;

     2) the repayment obligations, as restructured, under the
        Company's 10% Secured Convertible Subordinated Notes, and
        notes payable to Imation Corp., Hitachi, Ltd. and
        Solectron Corporation; and

     3) Exabyte's transaction fees.

It is a condition to the Agreement that the cash purchase proceeds
to the Company be used to make these payments.  In addition,
Tandberg will assume certain liabilities of the Company,
consisting of substantially all accounts payable and accrued
expenses, warranty obligations and obligations under purchased
contracts, and new or restructured notes payable issued to Imation
Corp. and Hitachi, Ltd., among others.

In connection with the Agreement, Tandberg required the Company to
enter into Restructuring Agreements or Amendments with the holders
of its Convertible Notes, Hitachi, Ltd., Solectron Corporation and
Imation Corp. that provide for reductions in the amounts currently
due under various debt instruments, the issuance of new or
restructured notes payable in certain circumstances, and the
waiver of existing and future events of default, if any.

Following the closing of the acquisition, the Company will retain
certain liabilities owed to creditors; however, Exabyte is not
expected to have any significant assets remaining for the payment
of these obligations.  In addition, subsequent to closing there
will be no assets available for distribution to holders of the
Company's Series AA preferred stock or its common stock.  Exabyte
intends to liquidate and dissolve immediately after the closing of
the transaction.

"We are pleased to have reached an agreement for the combination
of Exabyte and Tandberg Data," noted Tom Ward, CEO of Exabyte.
"The complimentary strengths of the two companies in the various
geographic markets around the world will result in a truly global
competitor in the storage industry.  In addition, the combined
product portfolios of the two companies will provide our customers
with the full range of state-of-the-art, cost effective products
and technologies to meet their needs.  Finally, the operational
synergies resulting from the combination will allow the new
company to operate from an improved position of financial strength
and stability in the future."

It is expected that Exabyte management will continue with Tandberg
and will focus on capitalizing on the opportunity for Exabyte's
VXA and LTO technologies and products, as well as the integration
of the two companies' operations and products.  All employees of
Exabyte will be offered positions with Tandberg.

                    About Exabyte Corporation

Exabyte Corporation -- http://www.exabyte.com/-- manufactures  
tape storage products.  The Company's products back up and restore
critical business information.  

The Company's balance sheet at Dec 31, 2005, showed total assets
of $34,715,000, total liabilities $66,675,000 and Series AA
Convertible preferred stock of 38,931,000, resulting in a
$70,891,000 stockholders' deficit.


EXIDE TECHNOLOGIES: Board OKs Revised Director Compensation Terms
-----------------------------------------------------------------
Exide Technologies' Board of Directors has approved changes to the
Company's director compensation program set in 2004.

Specifically, the Board increased the annual cash retainer for:

    * the Chair of the Compensation Committee from $10,000 to
      $15,000;

    * the Chair of the Nominating and Corporate Governance
      Committee from $3,000 to $10,000; and

    * the non-executive Chairman of the Board from $50,000 to
      $90,000.

The annual cash retainers for the directors and the Chair of the
Audit Committee remain unchanged.

Francis M. Corby, Jr., the Company's executive vice president and
chief financial officer, said in a regulatory filing with the
Securities and Exchange Commission dated Aug. 23, 2006, that the
Board also approved amendments to the Oct. 13, 2005 Stock
Option and Restricted Shares Award Agreements for Mark C.
Demetree and Phillip M. Martineau.  The amendments provide for
acceleration of vesting of each of their 4,036 restricted shares
and 5,673 stock options.  Under the revisions, the shares vested
on the date their term as directors expired, which is Aug. 22,
2006.

Mr. Corby also said that Exide filed a further amendment to its
Amended and Restated Certificate of Incorporation on Aug. 23,
2006.  The amendment increases the total number of shares of all
classes of capital stock that the Company will have authority to
issue to 101,000,000 shares, of which 100,000,000 shares will be
common stock and 1,000,000 shares will be preferred stock.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


EXIDE TECHNOLOGIES: Shareholders Sue Directors and Officers
-----------------------------------------------------------
A shareholder derivative complaint has been filed in the U.S.
District Court for the District of New Jersey against certain
officers and directors of Exide Technologies, Francis M. Corby,
Jr., the Company's executive vice president and chief financial
officer, disclosed in an August 23 filing with the Securities and
Exchange Commission.

According to Mr. Corby, the suit alleges that named parties
breached their fiduciary duties to the Company by, among other
things:

    (a) making false and misleading statements between November
        2004, and July 2005, and by allegedly failing to
        implement adequate internal controls and means of
        supervision at the Company;

    (b) giving misleading statements and assurances to the public
        and shareholders between November 2004 and the present
        when they knew that material facts were concealed from
        shareholders and the public, including the alleged facts
        that:

        * information presented in financial statements and
          related press releases during the Relevant Period was
          inaccurate;

        * no, or insufficient, internal controls existed, with
          the result that actual and forecasted inventories,
          sales, and related financial results were not
          accurately reported;

        * from November 2004 forward, the defendants knew or
          should have known that the Company would violate the
          Leveraged Ratio and earnings before interest, taxes,
          depreciation and Amortization Covenants of its senior
          secured credit facility for fiscal year 2005;

        * Exide presented its financial results and statements in
          a manner that violated generally accepted accounting
          principles;

        * Exide's restructuring had not reduced costs;

        * Exide did not adequately hedge against the sharp price
          increases in lead and other commodities and falsely
          assured investors;

        * Exide was not able to properly forecast its inventory
          requirements and failed to timely write down the value
          of obsolete inventory, hence, overstating net income;
          and

        * Exide violated the terms of a contract with a large
          customer.

"The suit seeks an unspecified amount of damages from the named
parties and modifications to the Company's corporate governance
policies," Mr. Corby said.  "The individual defendants intend to
vigorously defend the suit," he added.

                           About Exide

Headquartered in Princeton, New Jersey, Exide Technologies
(NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and  
distributes lead acid batteries and other related electrical
energy storage products.  The Company filed for chapter 11
protection on Apr. 14, 2002 (Bankr. Del. Case No. 02-11125).  
Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland &
Ellis, represented the Debtors in their successful restructuring.  
Exide's confirmed chapter 11 Plan took effect on May 5, 2004.  On
April 14, 2002, the Debtors listed $2,073,238,000 in assets and
$2,524,448,000 in debts.  (Exide Bankruptcy News, Issue No. 90;
Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


FORD MOTOR: May Sell Aston Martin Sports Car Unit to Raise Capital
------------------------------------------------------------------
Ford Motor Company has begun the process of exploring strategic
options for Aston Martin sports-car unit, with particular emphasis
on a potential sale of all or a portion of the unit.

"As part of our ongoing strategic review, we have determined that
Aston Martin may be an attractive opportunity to raise capital and
generate value," said Chairman and Chief Executive Officer Bill
Ford.  "Aston Martin Lagonda has flourished under Ford ownership,
which is why we believe it is prudent to consider a sale of all or
part of this prized brand.  Since Aston Martin's dealer network,
product architecture and size are distinctly different from other
Ford brands, it is the most logical and capital-smart divestiture
choice.  The objective of any sale would be to position Aston
Martin within a structure and resource base sufficient to allow it
to reach its full potential, while enabling Ford to efficiently
raise capital for its other brands."

Mr. Ford added, "Regarding our other Premier Automotive Group
brands, we've made no decisions, as our review of strategic
alternatives continues.  However, we continue to be encouraged by
Jaguar's progress and by the strength and consumer appeal of the
Jaguar, Land Rover and Volvo product lineups."

The company said there can be no assurance that the decision to
explore strategic options for Aston Martin will result in any
transaction, which would be subject to Board approval.

                         About Ford Motor

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

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Dominion Bond Rating Service placed long-term debt rating of Ford
Motor Company Under Review with Negative Implications following
announcement that Ford will sharply reduce its North American
vehicle production in 2006.  DBRS lowered on July 21, 2006, Ford
Motor Company's long-term debt rating to B from BB, and lowered
its short-term debt rating to R-3 middle from R-3 high.  DBRS also
lowered Ford Motor Credit Company's long-term debt rating to
BB(low) from BB, and confirmed Ford Credit's short-term debt
rating at R-3(high).

Fitch Ratings also downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'B' from 'B+'.
Fitch also lowered the Ford's senior unsecured rating to 'B+/RR3'
from 'BB-/RR3' and Ford Credit's senior unsecured rating to 'BB-
/RR2' from 'BB/RR2'.  The Rating Outlook remains Negative.

Standard & Poor's Ratings Services also placed its 'B+' long-term
and 'B-2' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and related entities on CreditWatch with negative
implications.

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


FORD MOTOR: Mulls Doubling Russian Car Sales in 2006
----------------------------------------------------
Ford Motor Co. is planning to nearly double its Russian sales from
60,654 vehicles to 120,000 cars this year, RIA Novosti says.

Ford President Henrik Nenzen is optimistic that the company would
improve its position in the Russian car market, the Russian news
agency relates.  Mr. Nenzen noted that Ford has doubled its first-
half sales to 48,840 cars and expected the trend to continue for
the whole year.  

Ford entered the Russian market in July 2002 when it opened its
Vsevolozhsk site, with a US$150 million investment.  The company
is planning a $250-million upgrade of the Vsevolozhsk site,
increasing the site's annual production to 30,000 Ford Mondeos,
20,000 Ford Mavericks and 100,000 Ford Focus models.

                         About Ford Motor

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

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 22, 2006,
Dominion Bond Rating Service placed long-term debt rating of Ford
Motor Company Under Review with Negative Implications following
announcement that Ford will sharply reduce its North American
vehicle production in 2006.  DBRS lowered on July 21, 2006, Ford
Motor Company's long-term debt rating to B from BB, and lowered
its short-term debt rating to R-3 middle from R-3 high.  DBRS also
lowered Ford Motor Credit Company's long-term debt rating to
BB(low) from BB, and confirmed Ford Credit's short-term debt
rating at R-3(high).

Fitch Ratings also downgraded the Issuer Default Rating of Ford
Motor Company and Ford Motor Credit Company to 'B' from 'B+'.
Fitch also lowered the Ford's senior unsecured rating to 'B+/RR3'
from 'BB-/RR3' and Ford Credit's senior unsecured rating to 'BB-
/RR2' from 'BB/RR2'.  The Rating Outlook remains Negative.

Standard & Poor's Ratings Services also placed its 'B+' long-term
and 'B-2' short-term ratings on Ford Motor Co., Ford Motor Credit
Co., and related entities on CreditWatch with negative
implications.

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


FUTURE MEDIA: Court Okays Silver & Freedman as Special Counsel
--------------------------------------------------------------
The Honorable Geraldine Mund of the U.S. Bankruptcy Court for
the Central District of California in San Fernando Valley
authorized Future Media Productions, Inc., to employ Silver &
Freedman, PLC, as its special employment and labor law counsel.

As reported in the Troubled Company Reporter on Aug. 18, 2006,
Daniel Dealba filed a complaint against the Debtor, David L.
Neale, Esq., at Levene, Neale, Bender, Rankin & Brill, LLP, told
the Court.  The Alleged Class Action results from the Debtor's
alleged failure to give requisite notice in conjunction with the
termination of the employment of the Class Members.

The Debtor selected Silver & Freedman's services for the purpose
of responding to and dealing with the Alleged Class Action.

Silver & Freedman will:

   a) advise the Debtor and Levene Neale with regard to the
      Alleged Class Action and the issues raised;

   b) advise the Debtor and Levene Neale in connection with any
      proofs of claim filed by putative Class Members or former
      employees of the Debtor;

   c) repond to the complaint that initiated the Alleged Class
      Action and any amendments;

   d) assist the Debtor and Levene Neale in preparing objections
      to proofs of claim filed by putative Class Members or former
      employees of the Debtor;

   e) advise the Debtor and Levene Neale with regard to any
      proposed settlements of the Alleged Class Action or proofs
      of claim filed by putative Class Members or former employees
      of the Debtor;

   f) represent the Debtor in all aspects of litigation related to
      the Alleged Class Action or objections to proofs of claim
      filed by putative Class Members or former employees of the
      Debtor;

   g) prepare all pleadings, correspondence, discovery and
      documents related to a settlement or litigation of the
      Alleged Class Action or objections to proofs of claim filed
      by putative Class Members or former employees of the Debtor;
      and

   h) perform any other services which may be appropriate in
      Silver & Freedman's representation of the Debtor in the
      Alleged Class Action or in regard to objections to proofs of
      claim filed by putative Class Members or former employees of
      the Debtor.

The Firm's professionals bill:

        Professional                  Hourly Rate
        ------------                  -----------
        Maria C. Rodriguez, Esq.         $365
        Allison M. Holtzman, Esq.        $260
        Michelle C. Cuena, Esq.          $240

Ms. Rodriguez assured the Court that her firm does not represent
any interest adverse to the Debtor or its estate.

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


FUTURE MEDIA: Wants Excl. Solicitation Period Stretched to Nov. 9
-----------------------------------------------------------------
Future Media Productions, Inc., asks the Honorable Geraldine Mund
of the U.S. Bankruptcy Court for the Central District of
California in San Fernando Valley to extend its exclusivity period
until Nov. 9, 2006, to gain acceptance of its amended liquidating
plan.

The Debtor's liquidating plan calls for the creation of a
liquidating trust that will distribute payments to creditors
holding allowed claims from the proceeds of the liquidation of its
property, claims, rights and causes of action.  

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

  http://www.researcharchives.com/bin/download?id=060830230249

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


GENESIS BIOVENTURES: Hires Mark Franzen as Chief Financial Officer
------------------------------------------------------------------
Genesis Bioventures, Inc., disclosed that Mark A. Franzen, CPA,
has joined the Company, fulfilling the role of chief financial
officer.

Mr. Franzen is an experienced executive with more than thirty
years of top level accounting and corporate finance assignments
for a wide variety of companies.  He has been instrumental in the
success of Initial Public Offerings, multi-million dollar
financings, corporate registration statements and SEC filings in a
number of different industries.  Mr. Franzen served as the chief
financial officer of MTI Technology where he restructured the
company that, within three quarters, achieved positive cash flow,
profitability, and the 36th largest stock price increase of 3,800
Micro Cap companies.

Mr. Franzen has held a position as chief financial officer with
several venture-backed companies including Y Media, Evolve
Products, Storage Concepts, Calios, UniStructure, Digital Sound
and Computers International during which time he managed equity
infusions in excess of $100 million and established bank and
capital lease lines in excess of $80 million.

Mr. Franzen was chief financial officer for Level One
Communications, where he managed and completed a $45 million IPO
in Aug. 1993.  From 1980 to 1983 he was executive vice president
of finance at Micro Peripherals where he managed equity infusions
of $24 million and negotiated the $95 million sale of the company.
From 1967 to 1975 he served as senior audit manager of Price
Waterhouse.  Mr. Franzen earned his Bachelor's of Science Degree
in Business Administration and Accounting in 1967 from California
State University at Northridge.

Genesis Bioventures, Inc. (OTC BB: GBIW) -- http://www.gnsbio.com/
-- is a biomedical development corporation focusing on the
development and commercialization of novel diagnostics and
therapeutics in oncology and neurodegenerative diseases.

                      Going Concern Doubt

De Joya Griffith & Company, LLC, expressed substantial doubt about
Genesis Bioventures, Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the years
ended Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company 's recurring losses from operations, negative working
capital, and negative cash flows from operations.


GREAT PLAINS: Earns $37.2 Million in Second Quarter of 2006
-----------------------------------------------------------
Great Plains Energy Incorporated announced core earnings of
$41.7 million in the second quarter of 2006, compared with
$23.6 million in the second quarter of 2005.  

Reported earnings were $37,245,000 compared with second quarter
2005 earnings of $21,489,000.  Core earnings exclude net mark-to-
market gains and losses on energy contracts and other items.

Strategic Energy's core earnings in the second quarter of 2006
were higher than last year, with improved gross margins more than
offsetting lower delivered volumes.  Higher core earnings in the
second quarter of 2006 compared to the same quarter last year were
also driven by weather-driven retail revenue, higher wholesale
prices and lower purchased power expense that more than offset
higher fuel costs at Kansas City Power & Light.

For the first six months of 2006, core earnings were $66.1 million
compared with $40.5 million for the same period last year.
Reported earnings for the first six months were $34.7 million
compared with $41.3 million for the same period last year.  Year
to date core earnings growth was largely driven by the same
factors that drove increased earnings in the second quarter,
including gross margin improvements at Strategic Energy, and
favorable weather, higher wholesale prices and lower purchased
power expense at KCP&L.

"Great Plains Energy's operating performance in the first half of
2006, particularly at Strategic Energy, has led to an increase in
our core earning guidance for the year by $0.10 cents per share,"
Chairman Mike Chesser said.

Chesser continued, "KCP&L has experienced new winter and summer
peaks in the last few quarters, underscoring the growing demand
for electricity and need for our Comprehensive Energy Plan."

                     Kansas City Power & Light

KCP&L core earnings were $38.9 million in the second quarter of
2006, compared to $29.1 million last year.  Reported earnings were
$35.8 million, compared with second quarter 2005 reported earnings
of $29.1 million.

Revenues for the second quarter of 2006 were $290.9 million,
compared with $272.1 million for the second quarter last year.
Retail revenue increased by $9.9 million to $241.8 compared with
last year due primarily to 53% warmer than normal weather.
Wholesale revenues in the second quarter 2006 also increased to
$46.2 million, up $8.9 million compared with the second quarter
last year.  The increase in wholesale revenues was driven by a 23%
increase in average wholesale prices.  Wholesale volumes rose
slightly as the absence of last year's Wolf Creek refueling outage
was largely offset by higher retail usage and coal conservation
measures, as well as planned and unplanned outages.  Included
among these outages was the planned installation of the new
Hawthorn 5 transformer in late June, which returned the unit to
its full 563MW net capacity.

Higher fuel prices, increased fuel usage and an unfavorable fuel
mix compared to last year led to a 25% increase in fuel costs in
the second quarter of 2006.  The higher fuel costs more than
offset the benefit of lower purchased power expense.  

The regulatory accounting treatment of pension costs, which was
implemented retroactively in the third quarter of 2005, positively
impacted earnings, excluding the pension settlement charges
related to the skill set realignment, by $1.6 million for the
three months ended June 30, 2006, compared with the same period
last year.

Year to date June 30, 2006, KCP&L's core earnings were
$56.7 million compared with $39.9 million in the first half of
2005.  Reported year to date earnings were $47.8 million, compared
with $39.9 million last year.  The increase in core earnings
during the first half of 2006 was largely attributable to the same
factors that drove the core earnings increase in the second
quarter, as well as the absence of costs resulting from the 2005
ice storm.

During the second quarter of 2006, progress on KCP&L's
Comprehensive Energy Plan projects continued.  The remaining
permits required for construction of Iatan 2 were issued, and the
co-owners signed the co-ownership agreement.  Construction is
anticipated to begin later this year.  The 100MW wind facility is
currently under construction and remains on schedule for
completion in Fall 2006.  The LaCygne 1 environmental retrofit
project is on track for completion in the first half of 2007.

                         Strategic Energy

Strategic Energy core earnings, which exclude net mark-to-market
gains and losses on energy contracts, were $5.4 million in the
second quarter, compared to $2.2 million in the same period last
year.  Reported earnings were $4.2 million compared with earnings
of $3.7 million in the second quarter of 2005.  The increase in
core earnings was driven by improved average retail gross margins,
primarily due to the absence of transitional SECA charges, which
more than offset lower delivered volumes compared to the second
quarter last year.

Strategic Energy's delivered volumes decreased to 3.9 million MWhs
during the second quarter, compared to 5.2 million MWhs last year,
reflecting the challenging sales environment experienced during
much of 2004 and 2005.

Strategic Energy continues to benefit from successful marketing
efforts and a more favorable sales environment in several states.
Total backlog at Strategic Energy continued to increase, growing
40% in the second quarter of 2006 compared to the same period last
year to 25.7 million MWhs.

New sales volume rose to 7.6 million MWhs in the second quarter of
2006, compared with 3.9 million MWhs in the same period in 2005.
Delivered volume during the first six months, combined with 2006
backlog, totaled 16.1 million MWhs at the end of the second
quarter, compared with 13.8 million MWhs at the end of first
quarter.  Average contract durations of 16 months in the second
quarter of 2006 compared favorably to 14 months in the same
quarter last year, but were slightly lower than the 18 months
reported in the first quarter of 2006.

Average retail gross margin per MWh in the second quarter of 2006
was $5.32.  Excluding $2.0 million in net mark-to-market losses on
energy contracts, average retail gross margin per MWh was $5.84,
compared to an average retail gross margin per MWh, excluding net
mark-to-market gains on energy contracts, of $3.33 last year.  The
year over year difference in gross margin per MWh reflects a
$2.22 net SECA impact.  Average retail gross margin on new sales
during the second quarter of 2006 was $3.74, which excludes
potential portfolio optimization benefits.

                          KLT Investments

Second quarter 2006 core earnings from KLT Investments were
$1.4 million compared with a loss of $2.5 million in the second
quarter of 2005.

In the first six months of 2006, core earnings were $2.1 million
compared with $500,000 last year.  For both the quarter and year
to date periods, the increases are attributable to the timing of
reductions in affordable housing investments partially offset by a
decline in available tax credits from the investments.

At June 30, 2006, the Company's balance sheet showed
$4,021,175,000 in total assets, $1,044,237,000 in total
liabilities, and $2,094,523,000 in total stockholders' equity.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?10c6

Headquartered in Kansas City, Missouri, Great Plains Energy
Incorporated (NYSE:GXP) -- http://www.greatplainsenergy.com/-- is  
the holding company for Kansas City Power & Light Company, a
leading regulated provider of electricity in the Midwest, and
Strategic Energy L.L.C., a competitive electricity supplier.

                           *     *     *

Moody's Investors Service rates the Company's preferred stock at
Ba1.


GRUPO IUSACELL: Debt Restructuring Program Close to Completion
--------------------------------------------------------------
Grupo Iusacell SA de CV said in a statement that it is close to
completing a $350 million debt restructuring program negotiated
under Mexican bankruptcy laws.

Business News Americas reports that Grupo Iusacell has entered an
agreement -- Convenio Concursal -- with creditors representing 90%
of the firm's total debt.

According to the report, Grupo Iusacell is waiting for the consent
of the conciliator local bankruptcy-monitoring agency Ifecom
appointed to submit the agreement for approval by a Mexican judge.  

BNamericas notes that once the judge ratifies the agreement, Grupo
Iusacell's restructuring process will be complete.

The agreement, says BNamericas, is based on a previously disclosed
restructuring agreement that will allow Grupo Iusacell to exchange
$350 million in 14.25% notes due 2006 for $175 million of new
notes due 2013, bearing interest of 10% per annum.  The agreement
also includes the cancellation of any default interest due and
payable under the 2006 notes.  Grupo Iusacell owes its creditors a
total of MXN5.93 billion, mostly in the form of bonds issued in
the United States.

BNamericas underscores that Grupo Iusacell is also negotiating an
exchange offer for notes and loans worth US$416 million,
consisting of:

      -- bank loans worth $190 million and $76 million, and
      -- senior notes worth $150 million.

Grupo Iusacell's investor relations office said that the debt
requires separate negotiation.  It is taking longer than the
$350 million exchange, BNamericas relates.

Headquartered in Mexico City, Mexico, Grupo Iusacell, S.A. de C.V.
(BMV: CEL) -- http://www.iusacell.com-- is a wireless cellular  
and PCS service provider in Mexico with a national footprint.
Independent of the negotiations towards the restructuring of its
debt, Grupo Iusacell reinforces its commitment with customers,
employees and suppliers and guarantees the highest quality
standards in its daily operations offering more and better voice
communication and data services through state-of-the-art
technology, including its new 3G network, throughout all of the
regions in which it operate.

As of Dec. 31, 2005, Grupo Iusacell's stockholders' deficit  
widened to MXN2,076,000,000 from a deficit of MXN1,187,000,000 at
Dec. 31, 2004.

Grupo Iusacell filed for bankruptcy protection on June 18 under
Mexican Law to prevent creditors from disrupting its debt
restructuring talks.  On July 14, 2006, Gramercy Emerging Markets
Fund, Pallmall LLC and Kapali LLC, owed an aggregate amount of
$55,878,000 filed an Involuntary Chapter 11 Case against Grupo
Iusacell's operating subsidiary, Grupo Iusacell Celular, S.A. de
C.V. (Bankr. S.D.N.Y. Case No. 06-11599).  Alan M. Field, Esq., at
Manatt, Phelps & Phillips, LLP, represents the petitioners.
Iusacell Celular then filed for bankruptcy protection under
Mexican Law on July 18.


GUARDIAN TECHNOLOGIES: Incurs $2,195,406 Net Loss in 2nd Quarter
----------------------------------------------------------------
Guardian Technologies International, Inc., incurred a $2,195,406
net loss on $74,856 of revenues during the second quarter ending
June 30, 2006.

As of June 30, 2005, the Company's balance sheet showed $3,209,588
in assets and $630,784 in equity.

A full-text copy of the regulatory filing is available for free at
http://ResearchArchives.com/t/s?10bc

                        Going Concern Doubt

Goodman & Company, L.L.P., in Norfolk, Virginia, raised
substantial doubt about Guardian Technologies International,
Inc.'s ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005,
and 2004.  The auditor pointed to the Company's significant
operating losses since inception and need for additional
financing.

Based in Dulles, Virginia, Guardian Technologies International,
Inc. -- http://www.guardiantechintl.com/-- designs and develops   
imaging informatics solutions for the healthcare, aviation and
homeland security industries.  The Company utilizes high-
performance imaging technologies and advanced analytics to create
integrated information management technology products and services
that address critical problems in healthcare and homeland security
for corporations and governmental agencies.


HANDMAKER JEWISH: Hires KSR Capital as Investment Banker
--------------------------------------------------------
The Honorable Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona in Tucson authorized Handmaker Jewish
Services for the Aging to employ KSR Capital Advisors, Inc., as
its investment banker.

Individuals in Tucson, who wished to assist the Debtor so it could
reorganize and maintain its current mission, previously employed
KSR as a consultant.

In this engagement, KSR Capital will:

   a. provide consultation and advice in connection with the
      market for senior living facilities, financing, interest
      rates, and other related topics for the Debtor's long-term
      goals;

   b. evaluate strategic alliances with the Debtor to accommodate
      short- and long-term goals;

   c. assist in securing strategic alliances, as needed; and

   d. work with current and future legal and professional
      consultants in the reorganization efforts.

Michael J. Kane, Sr., a senior managing director at KSR, disclosed
that the Firm will receive a $5,000 retainer, of which $2,500 will
be non-refundable.  Mr. Kane will bill at $400 per hour for his
services.

Mr. Kane assured the Court that the Firm has no connection with
the creditors or any parties-in-interest in the Debtor's
bankruptcy case.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$10,384,351 in assets and $21,625,125 in debts.


HANDMAKER JEWISH: HME Will Manage Facility Until December 31
------------------------------------------------------------
Handmaker Jewish Services for the Aging obtained from the
Honorable Eileen W. Hollowell of the U.S. Bankruptcy Court for the
District of Arizona in Tucson an extension of a previously Court-
approved Management Service Agreement with HME, Inc., until
Dec. 31, 2006.

HME manages the Debtor's facility on a day-to-day basis.  The
Agreement provides that HME's employment started on Sept. 1, 2005,
and is renewable after one year.  HME agreed to an additional
four-month period extension.

Headquartered in Tucson, Arizona, Handmaker Jewish Services for
the Aging owns and operates a multiple residence-retirement
community complex facility.  The Company filed for chapter 11
protection on Sept. 30, 2005 (Bankr. D. Ariz. Case No. 05-05924).
Michael W. McGrath, Esq., at Mesch Clark & Rothschild, represents
the Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtor filed for protection from its creditors, it listed
$10,384,351 in assets and $21,625,125 in debts.


HEALTHTRONICS INC: Moody's Lowers Rating on $50 Mil. Loan to B1
---------------------------------------------------------------
Moody's Investors Service downgraded the Ba3 corporate family
rating and the Ba3 rating on the $50 million senior secured
revolving credit facility of HealthTronics, Inc. to B1.  The
outlook is changed to negative, concluding a review of the
company's ratings for possible downgrade initiated on
April 3, 2006.

Moody's took these rating actions:

Ratings downgraded:

   * $50 million senior secured revolving credit facility, to B1
     from Ba3

   * Corporate Family Rating, to B1 from Ba3

Ratings withdrawn:

   * $125 million senior secured term loan B, rated Ba3

The ratings outlook is negative.

The downgrade of the corporate family rating to B1 from Ba3
reflects a spate of negative corporate developments, culminating
in the recent announcement of a major reorganization effort.  
These developments, coupled with the company's failure to meet its
2005 free cash flow projections and the recent weakness in top-
line revenues have served to substantially offset the positive
effects of the sale of the Specialty Vehicle division and
concomitant repayment of the bulk of the company's outstanding
debt, the combined effects of which have resulted in a corporate
balance sheet that is relatively debt-free.

Factors that provide positive support to the rating at the B1
level include:

   (1) the company's leading market position in the urology sub-
       segment of the healthcare industry with an approximate 27%
       share;

   (2) the company's stable, broad-based provider network of
       roughly 3,000 urologists, representing coverage of
       approximately one-third of the total urologists in the
       U.S.;

   (3) the sound geographical dispersion of its operations; and
     
   (4) the adequateness of the company's liquidity position with
       cash on hand of $13 million as of June 30, 2006 plus an
       unused revolver of $50 million.

Despite a strong balance sheet, the corporate family rating
continues to be constrained by the company's size and scale of
operations within the highly fragmented and competitive urology
segment and the even higher reliance on potential acquisitions to
support future growth, post-divestiture of the Specialty Vehicles
division.  The risks inherent in commercializing new products and
therapies also constrain the ratings.  Additional pressure on the
ratings are imposed by the monoline nature of the remaining
revenue stream, the technology risk inherent in the company's
business, potential liability issues and possible adverse
changes in the regulatory environment.

The negative rating outlook reflects Moody's immediate concerns
with recent, negative top-line growth as well as lingering
concerns with respect to the substantial turnover that has
occurred with regard to the company's executive team, apparent
weaknesses in internal controls plus the recent announcement of
significant restructuring initiatives that will apparently be
ongoing for some time.

HealthTronics, Inc. provides lithotripsy services through
partnerships with urology physicians and manufacturers a line of
specialty medical devices primarily for the urology industry.


IAP WORLDWIDE: S&P Lowers Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Rating Services lowered the ratings on Cape
Canaveral, Florida-based IAP Worldwide Services Inc. including
its corporate credit rating to 'B' from 'B+'.  The outlook is
stable.

As of June 30, 2006, the company had total balance sheet debt of
over $500 million.

"The downgrade reflects weakened credit metrics as delayed
government appropriations have challenged the business
environment," said Standard & Poor's credit analyst Dan Picciotto.

Consequently, revenues and earnings have declined.  Still, a
rising backlog suggests that operations are set to recover.

The ratings on IAP continue to reflect the company's highly
leveraged financial risk profile, taking into consideration the
recapitalization of the company's balance sheet and related
dividend payment at the end of 2005.  The ratings also reflect the
company's vulnerable business risk profile as a provider of
logistics services, marked by revenue concentration from a few
large contracts and the less-predictable nature of contingency
operations, which contribute a majority of revenues and profits.

These weaknesses are partially mitigated by the company's strong
rebid record on contracts and the low fixed-capital intensiveness
of operations.


INLAND FIBER: Wants Court Okay on Dechert as Bankruptcy Counsel
---------------------------------------------------------------
Inland Fiber Group, LLC, and its debtor-affiliate, Fiber Finance
Corp., ask the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Dechert LLP as their bankruptcy counsel.

Dechert will:

    a. provide legal advice with respect to the Debtors' powers
       and duties as debtors-in-possession in the continued
       operation of their business and management of their
       properties;

    b. take all necessary action to protect and preserve the
       estates of the Debtors, including prosecuting actions on
       the Debtors' behalf, defending any actions commenced
       against the Debtors, negotiating disputes in which the
       Debtors are involved, and preparing objection to claims
       filed against the Debtors' estates;

    c. prepare on behalf of the Debtors, as debtors-in-possession,
       all necessary motions, applications, answers, orders,
       reports, and other papers in connection with the
       administration of the Debtors' estates;

    d. negotiate and draft any agreements for the sale or purchase
       of any assets of the Debtors, if appropriate;

    e. negotiate and draft a plan of reorganization and all
       documents related thereto, including, but not limited to,
       disclosure statements and related solicitation papers;

    f. take all steps necessary to confirm and implement a plan of
       reorganization, including, if necessary, modifications
       thereof and negotiate financing therefor; and

    g. perform all other necessary and appropriate legal services
       in connection with the prosecution of the Debtors' chapter
       11 cases.

The Debtors disclose that attorneys at Dechert bill between $250
to $875 per hour while paralegals bill between $145 to $220 per
hour.

Glenn E. Siegel, Esq., a partner at Dechert, assures the Court
that his firm is a "disinterested person" as that term is defined
in Section 101(14) of the Bankruptcy Code.

Mr. Siegel can be reached at:

         Glenn E. Siegel, Esq.
         Dechert LLP
         30 Rockefeller Plaza
         New York, NY 10112-2200
         Tel: (212) 698-3500
         Fax: (212) 698-3599
         http://www.dechert.com/

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. at
Dechert LLP represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate,  Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.


INLAND FIBER: Court Sets September 22 as Claims Bar Date
--------------------------------------------------------
The Honorable Kevin J. Carey of the U.S. Bankruptcy Court for the
District of Delaware set 5:00 p.m. Eastern Time, on Sept. 22,
2006, as the deadline for Inland Fiber Group, LLC, and its debtor-
affiliate, Fiber Finance Corp.'s creditors to file proofs of
claim.

The proofs of claim must be filed with the Clerk of Court at:

       Clerk of Court
       U.S. Bankruptcy Court District of Delaware
       Attn: Inland Fiber Group Claims Processing       
       824 North Market Street, 3rd Floor
       Wilmington, DE 19801
       
Creditors who fail to have their proofs of claim received on or
before the bar date are forever barred from asserting their
claims.

Headquartered in Klamath Falls, Oregon, Inland Fiber Group LLC,
aka U.S. Timberlands Klamath Falls LLC, and its affiliate Fiber
Finance Corp., grow trees and sell logs, standing timber, and
timberland.  The Debtors filed a chapter 11 petition on Aug. 18,
2006 (Bankr. D. Del. Case Nos. 06-10884 & 06-10885).  William P.
Bowden, Esq. at Ashby & Geddes P. A. and Glenn E. Siegal, Esq. at
Dechert LLP represent the Debtors in their restructuring efforts.  
When the Debtors filed for protection from their creditors, Inland
Fiber reported $81,890,311 in total assets and $264,433,754 in
total liabilities while its debtor-affiliate,  Fiber Finance,
disclosed $1,048 in total assets and $263,074,983 in total debts.


ITRON INC: S&P Rates $345 Million Senior Subordinated Notes at B
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' rating to
Itron Inc.'s $345 million convertible senior subordinated notes
due Aug. 1, 2026.

At the same time, Standard & Poor's affirmed all of its other
ratings, including its 'BB-' corporate credit rating, on the meter
data technology provider.  The notes are rated two notches below
the corporate credit rating and are pari passu in terms of payment
with the company's existing subordinated notes, which are also
rated 'B'.

Itron intends to use the proceeds for future acquisitions and/or
general corporate purposes.

"The ratings on Itron reflect the company's aggressive financial
risk profile, as well as its moderate size," said Standard &
Poor's credit analyst James Siahaan.

The risk factors are tempered to some extent:

   * by Itron's leading market positions in meter-data collection
     and electricity-metering sales;

   * by expectations that the company will generate some free cash
     flow; and

   * by the favorable growth characteristics of the automatic
     meter-reading market.


JAMES EDMONDS: Case Summary & Eight Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: James L. Edmonds, Jr.
        4506 Javins Place
        Woodbridge, VA 22192

Bankruptcy Case No.: 06-11004

Chapter 11 Petition Date: August 23, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Stephen S. Mitchell

Debtor's Counsel: Richard B. Rosenblatt, Esq.
                  Richard B. Rosenblatt, P.C.
                  30 Courthouse Square, Suite 302
                  Rockville, MD 20850-2378
                  Tel: (301) 838-0098
                  Fax: (301) 838-3498

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Eight Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
EMC Mortgage Corp.               Single Family House     $470,000
P.O. Box 141358                  Located at - 41757
Irving, TX 75014-1358            Eloquence Terrace
                                 Aldie, Virginia 20105

American Express Blue            Credit Card Purchases     $8,091
P.O. Box 360002
Fort Lauderdale, FL 33336

Bank of America                  Credit Card Purchases     $8,149
P.O. Box 1758
Newark, NJ 07101

Discover Card                    Credit Card Purchases     $4,095
P.O. Box 15153
Wilmington, DE 19886-5153

Jared                            Credit Card Purchases     $3,574
P.O. Box 740425
Cincinnati, OH 45274

GMAC                             Credit Card Purchases     $2,432

Citi Bank Dividend Platinum      Credit Card Purchases     $2,256

First USA                        Credit Card Purchases     $2,232


JERRY SMITH: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jerry Donnell Smith
        3100 Hemlock Point Court
        Triangle, VA 22172

Bankruptcy Case No.: 06-11011

Chapter 11 Petition Date: August 24, 2006

Court: Eastern District of Virginia (Alexandria)

Judge: Robert G. Mayer

Debtor's Counsel: Raymond R. Pring, Jr.
                  Vanderpool, Frostick & Nishanian, P.C.
                  9200 Church Street, Suite 400
                  Manassas, VA 20110
                  Tel: (703) 369-4738
                  Fax: (703) 369-3653

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Wilshire Financial Services                               $62,461
P.O. Box 8517
Portland, OR 97207-8517

EMC Mortgage Corporation                                  $56,100
P.O. Box 225749
Dallas, TX 75222-5749

Porsche Financial Services       2004 Cayenne             $54,891
4343 Commerce Court, Suite 300
Lisle, IL 60532

GMAC                             Vehicle                  $15,306
P.O. Box 3100
Midland, TX 79702

FIA Card Services                MBNA Account             $13,645
P.O. Box 15672
Wilmington, DE 19850-5672

Citifinancial                                              $7,852

Beneficial Finance                                         $5,050

Christian Bernard Jewelers                                 $3,767

Prince William County            Personal Property         $3,000
                                 Taxes

HSBC/Best Buy                                              $2,484

David and Allison Chisley                                  $1,400

City of Manassas                 Unpaid Utility Bills        $757

Mid Atlantic Real Estate         Utilities                   $173

First Premier                                                $110

American Home Mrtg. Servicing                             Unknown

Commonwealth of Virginia                                  Unknown

Countrywide Home Loan                                     Unknown

Evans Leasing Services, Inc.     Equipment                Unknown

Internal Revenue Service                                  Unknown


LEGACY ESTATE: Sells Substantially all Assets to FAB for $90MM
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in Santa approved the sale of substantially all of The Legacy
Estate Group LLC's assets to FAB Acquisition Company LLC.  The
assets sold will be free and clear of any liens.

As reported in the Troubled Company Reporter on July 28, 2006,
FAB Acquisition is an organization founded by winery owner William
S. Price and Huneeus Vinters LLC.  FAB Acquisition proposes to
purchase the Debtor's assets, including the Freemark Abbey winery
in Napa Valley, the Arrowood winery in Sonoma and the Byron winery
in Santa Maria, for $90 million in cash.

Headquartered in Saint Helena, California, The Legacy Estate Group
LLC -- http://www.freemarkabbey.com/-- owns Freemark Abbey  
Winery, which produces a range of red, white, and dessert wines.
Legacy Estate and Connaught Capital Partners, LLC, filed for
chapter 11 protection on November 18, 2005 (Bankr. N.D. Calif.
Case No. 05-14659).  John Walshe Murray, Esq., Lovee Sarenas,
Esq., and Robert A. Franklin, Esq., at the Law Offices of Murray
and Murray represent the Debtors in their restructuring efforts.
Lawyers at Winston & Strawn 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 between $50 million and $100 million.


LENNOX INTERNATIONAL: Earns $64 Million in Quarter Ended June 30
----------------------------------------------------------------
Lennox International Inc. earned second quarter net income of
$64 million compared to $41 million of net income in 2005.  Total
company sales in the second quarter increased 15% to a record
$1 billion.

Adjusted income from continuing operations, a non-GAAP measure,
was $54 million compared with $39 million in the second quarter
for 2005.

"We are very pleased with our record results in the second
quarter," said Bob Schjerven, chief executive officer.  "Favorable
cooling season weather supported our residential businesses, while
domestic and international demand for commercial equipment
continues to improve.  Our new lines of 13 and higher SEER cooling
equipment have been well received by our customers, and we were
well-positioned to meet their needs.  The futures contracts we had
in place and the price increases we implemented in response to
rising commodities costs allowed us to cover those increases in
the quarter.  Our strong balance sheet is allowing us to continue
to invest in our core businesses for continued growth."

Second quarter results reflect a pre-tax gain of $27 million,
which includes $23 million in gains on futures contracts for
copper and aluminum that settled in the quarter, as these
contracts were marked to higher market prices for copper and
aluminum.  The remaining $4 million represents net unrealized
gains on open futures contracts and reflects the expectation of
higher commodity prices that will be realized when those contracts
settle.  In addition, the company incurred pre-tax restructuring
charges of $2 million, relating to the consolidation of operations
into South Carolina, as well as a non-recurring $9 million benefit
from the reversal of a valuation allowance on deferred tax assets,
offset by other related charges.

In line with expectations, the company generated $14 million in
cash from operations in the second quarter and invested $17
million in capital expenditures, resulting in a free cash outflow
of $3 million.  Total debt at June 30, 2006 was $136 million, down
from $275 million from the same time a year ago.  Debt-to-total
capital ratio was 14%, a dramatic improvement over 35% a year ago.  
The company used $46 million to repurchase 1.5 million shares of
its common stock in the second quarter.

"We had very solid results in the first half of 2006 and are
reaffirming our expectation of full-year diluted earnings per
share in the range of $2.00 to $2.10," Mr. Schjerven said.  "This
range assumes gains and other positive non- operating items during
the year offset restructuring charges for the South Carolina
consolidation project.  Also, based on our performance in the
first half, we now expect revenue growth of approximately 10% in
each of our equipment businesses and mid-single digit top-line
growth for our Service Experts business segment."

                    Business segment highlights

Heating & Cooling: LII's Residential Heating & Cooling revenue
rose 24% to $539 million.  Adjusting for fluctuations in exchange
rates, sales increased 23%.  Segment profit of $52.4 million was
down slightly from $55.7 million last year.  Higher volume, mix
benefits and improved pricing were offset by higher input costs
and $6 million in additional warranty expense for a heating
product no longer in production.  Thirteen and higher SEER
products accounted for 98% of cooling equipment sales.

Commercial Heating & Cooling revenue rose 6% to $181 million, an
increase of 5% when adjusted for currency fluctuations, driven by
North American growth.  The segment added 19 new national accounts
so far this year, and has increased replacement sales through
regional distribution centers.  Segment operating profit declined
slightly to $14.1 million from $14.7 million in 2005.  Higher
commodity and freight costs more than offset volume and price
improvement.  Despite a sales decline in Europe, profitability in
that region improved, driven by product mix benefits.

Service Experts: Benefiting from a good start to the cooling
season, segment sales increased 6%, or 4% when adjusted for
currency fluctuations, to $178 million.  Segment profit was $9.5
million, an increase of 3% from the prior year.  Higher volumes
and vendor rebates offset lower margins, higher advertising and
promotion charges, and higher fuel costs.

Refrigeration: Revenue rose 11% and was not meaningfully impacted
by foreign exchange.  The segment's domestic business performed
well in the quarter, with strong sales increases to supermarket,
OEM, and cold storage customers.  Segment profit increased to
$10.6 million from $9.5 million last year, driven by higher
volumes in domestic and European markets.

                           About Lennox

Based in Richardson, Texas, Lennox International, Inc. (NYSE: LII)
-- http://www.lennoxinternational.com/-- manufactures and markets  
a broad range of products for heating, ventilation, air
conditioning, and refrigeration (HVACR) markets, including
residential and commercial air conditioners, heat pumps, heating
and cooling systems, furnaces, prefabricated fireplaces, chillers,
condensing units, and coolers.  Lennox has solid positions in its
equipment markets, with well-established brand names, as well as
products spanning all price points.

                         *     *     *

Moody's Investors Service affirmed Lennox International Inc.'s
corporate family rating at Ba2 and changed the outlook to positive
from stable.


MICRO COMPONENT: July 1 Balance Sheet Upside-Down by $7 Million
---------------------------------------------------------------
Micro Component Technology, Inc., reported profitable results for
its second quarter ended July 1, 2006.  Net sales for the second
quarter of 2006 were $3.7 million, an increase of 178% from net
sales of $1.3 million for the second quarter of 2005, and
additionally up 55% from the first quarter of 2006.

Net income was $7,000 in the second quarter of 2006, compared to
net loss of $1.6 million in the comparable prior year period.

Net sales for the six-months ended July 1, 2006 were $6.1 million,
an increase of 84.4% from net sales of $3.3 million in the prior
year.  The net loss for the six-month period of 2006 was
$1.1 million, compared to a net loss of $2.6 million in the prior
year.

At July 1, 2006, the Company's balance sheet showed $7.02 million
in total assets and $14.03 in total liabilities, resulting in a
$7.01 stockholders' deficit.

MCT's President, Chairman and Chief Executive Officer, Roger E.
Gower, commented, "This quarter was a significant achievement for
all of the MCT employees worldwide.  We not only shipped twice as
many systems in Q2 as in Q1 of 2006 but also received orders
within Q2 that exceeded the Q2 shipments.  It appears that this
growth is not only associated with the increased capacity
requirements of our marketplace, but also from existing customers
who have identified the cost savings associated with strip test
solutions and are now replacing existing capacity to allow them to
further reduce their cost of test.  Our commitment to rapid
product development over the past 10 years appears to be achieving
its goals as desired," concluded Gower.

                       Going Concern Doubt

Virchow, Krause & Company, LLP, expressed substantial doubt about
Micro Component's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005, 2004 and 2003.  The auditing firm pointed to the
Company's recurring losses from operations and has a stockholders'
deficit

                         About Micro Component

Micro Component Technology, Inc. -- at http://www.mct.com--  
supplies integrated automation solutions for the global
semiconductor test and assembly industry.  MCT offers complete and
comprehensive equipment automation solutions for the test, laser
mark handling equipment, mark inspect, singulation, sort, and
packaging for shipment portions of the back-end of the
semiconductor manufacturing process that significantly improve our
customers' productivity, yield and throughput.


MILLENIUM ASSISTED: Unsecured Claim Holders to Share $50,000 Fund
-----------------------------------------------------------------
Millenium Assisted Living Residence at Freehold LLC delivered to
the U.S. Bankruptcy Court for the District of New Jersey an
amended disclosure statement explaining its first amended Chapter
11 Plan of Orderly Liquidation.

Distributions under the Amended Plan will be funded by proceeds
remaining from the sale of the Debtor's assets on Nov. 10, 2005
and by net preference recoveries from the Debtor's prosecution of
avoidance actions.

The Debtor's existing cash -- less $50,000 reserved for general
unsecured claims -- will be paid to professionals retained in the
Debtor's case.

Under the Amended Plan, holders of General Unsecured Claims will
receive pro rata payments of their allowed amounts from the
$50,000 cash reserve.

The interests of the Debtor's equity interest will be extinguished
on confirmation of the Amended Plan.

Ravin Greenberg PC will serve as disbursing agent for the  
distributions contemplated under the Plan.

A full-text copy of the first amended disclosure statement on the
Debtor's first amended chapter 11 liquidation plan is available
for a fee at:

  http://www.researcharchives.com/bin/download?id=060831201939

Headquartered in Freehold, New Jersey, Millenium Assisted Living
Residence at Freehold, LLC, filed for chapter 11 protection on
June 7, 2004 (Bankr. N.J. Case No. 04-29097).  Chad Brian
Friedman, Esq., and Howard S. Greenberg, Esq., at Ravin Greenberg
PC represent the Debtor in its restructuring efforts.  Scott
Cargill, Esq., at Lowenstein & Sandler PC represents the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it estimated over $10 million in
debts and assets.


MIRANT: Class 3 Claim Holders to Appeal PEPCO Settlement Order
--------------------------------------------------------------
Certain holders of Class 3 Claims against Mirant Corporation and
its debtor-affiliates notify the U.S. Bankruptcy Court for the
Northern District of Texas that they will take an appeal from
Judge Lynn's Memorandum Opinion and Order dated Aug. 9, 2006,
approving a settlement agreement with Potomac Electric Power
Company and Southern Maryland Electric Cooperative, Inc., to the
U.S. District Court for the Northern District of Texas.

The Class 3 Claim Holders are investment funds managed or co-
managed by:

     (1) Basso Capital Management, L.P.
     (2) Cadence Master, Ltd.
     (3) Caspian Capital Advisors
     (4) D.E. Shaw Laminar Portfolios, L.L.C.
     (5) Highland Capital Management, L.P.
     (6) Highland Floating Rate Fund
     (7) Highland Floating Rate Advantage
     (8) ING Capital LLC
     (9) ING Middenbank Curacao N.V.
    (10) Ivy MA Holdings Cayman 8, Ltd.
    (11) King Street Capital Management, L.L.C.
    (12) Longacre Fund Management, LLC
    (13) Luxor Capital Group
    (14) Man Mac Gemstock 9B, Ltd.
    (15) Pirate Capital LLC
    (16) Quadrangle Master Funding LTD
    (17) Resurgence Asset Management, L.L.C.
    (18) Longacre Fund Management, LLC

As reported in the Troubled Company Reporter on Aug. 16, 2006, the
Court approved the settlement agreements among the Reorganized
Debtors, Potomac Electric and Southern Maryland and overruled the
objection filed by the Class 3 Claim Holders.

In a 30-page Memorandum Opinion, Judge Lynn said he finds the
$520,000,000 settlement amount to be reasonable given:

    * the potential magnitude of claim underlying the Back-to-Back
      Agreement;

    * the uncertainties that could arise from further litigation
      over rejection of the BTB or the Asset Purchase and Sale
      Agreement; and

    * the facial appeal of the additional claims asserted by
      PEPCO.

It is not true that PEPCO's treatment is better, the Court added.
If PEPCO were to receive treatment as provided in the Plan,
Mirant would:

    -- have distributed to it 22,297,600 of common shares; and

    -- be entitled to a share in litigation proceeds pursuant to
       Plan.

Under the Settlement, however, PEPCO will receive no distributions
pursuant to Plan, the Court notes.  As of July 19, 2006, Mirant's
stock is trading at $26.64 per share.  Hence, Judge Lynn said, far
fewer shares, less than 20,000,000, are necessary to satisfy
PEPCO's $450,000,000 claim under the Settlement.

                          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. 104; 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.  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: Buys Back 43 Mil. Common Stock at $28.50 Per Share
---------------------------------------------------------------
Mirant Corporation reported the final results of its modified
"Dutch auction" tender offer to purchase up to 43,000,000 shares
of the company's common stock, which expired at 5:00 p.m., New
York City time, on Aug. 21, 2006.

Mirant has accepted for payment an aggregate of 43,000,000 shares
of its common stock at a purchase price of $28.50 per share.  
These shares represent approximately 14% of the shares outstanding
as of June 30, 2006.  Mirant has been informed by Mellon Investor
Services, the depositary for the tender offer, that the final
proration factor for the tender offer is approximately 85.6%.

Based on the final count by the depositary (and excluding any
conditional tenders that were not accepted due to the specified
condition not being satisfied), 50,218,254 shares were properly
tendered and not withdrawn at or below a price of $28.50 per
share.

Payment for the shares accepted for purchase, and return of all
shares tendered and delivered and not accepted for purchase, will
be carried out promptly by the depositary.  As a result of the
completion of the tender offer, Mirant has 257,068,663 shares of
common stock outstanding (basic).

Any questions with regard to the tender offer may be directed to
Innisfree M&A Incorporated, the Information Agent for the Offer,
at 1-877-750-5836, or J.P. Morgan Securities Inc., the Dealer
Manager for the Offer, at 1-877-371-5947.

                          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.


MYLAN LABS: Moody's Holds Ba1 Rating on $700 Million Senior Notes
-----------------------------------------------------------------
Moody's Investors Service affirmed all existing ratings, including
the Ba1 corporate family rating and SGL-1 speculative grade
liquidity rating, of Mylan Laboratories Inc.  The rating outlook
is stable.

On Aug. 28, 2006, Mylan announced its intention to acquire a
controlling stake in Matrix Laboratories Ltd., an Indian
pharmaceutical company specializing in the manufacturing of Active
Pharmaceutical Ingredients and finished dose forms.

The affirmation of Mylan's Ba1 Corporate Family Rating reflects:

   (1) strategic benefits of the Matrix transaction, including
       access to a strong API business, global expansion, and
       opportunities to cross sell products in Europe;

   (2) Moody's prior expectation that Mylan was contemplating
       acquisitions that could employ debt financing; and

   (3) Moody's belief that Mylan is more likely than not to
       sustain the ratios of cash flow from operations to debt
       near 25% and free cash flow to debt near 15% over the
       medium term.

These are the high ends of the "Ba" ranges indicated in Moody's
Global Pharmaceutical Rating Methodology.

The rating outlook is stable.  However Mylan remains more weakly
positioned within the Ba1 rating category for the following
reasons:

   (1) in the near term, incremental debt will pressure the cash
       flow ratios discussed above;

   (2) the cash flow from the Matrix acquisition is highly
       variable depending on the costs associated with its rapid
       expansion; and

   (3) there is some uncertainty as to the sustainability of
       Mylan's own cash flow, depending on the introduction of
       transdermal fentanyl from any competing generic companies.

Ratings affirmed:

   * Ba1 Corporate Family Rating

   * Ba1 sr. unsecured revolving credit facility of $700 million
     due 2011

   * Ba1 sr. unsecured notes of $150 million due 2010

   * Ba1 sr. unsecured notes of $350 million due 2015

   * SGL-1 speculative grade liquidity rating

Headquartered in Canonsburg, Pennsylvania, Mylan Laboratories Inc.
is a pharmaceutical company with three principal subsidiaries:
Mylan Pharmaceuticals Inc., Mylan Technologies Inc., and UDL
Laboratories, Inc.  During the fiscal year ended March 31, 2006,
Mylan reported total revenue of approximately $1.26 billion.


NATIONAL CONSUMER: Trustee Asks Ct. to Set Oct. 6 Claims Bar Date
-----------------------------------------------------------------
John Brinco, the Chapter 11 Trustee appointed in National Consumer
Mortgage, LLC's chapter 11 case, asks the U.S. Bankruptcy Court
for the Central District of California to fix Oct. 6, 2006, at
5:00 p.m., as the deadline for all creditors and holders of
ownership interests to file their proofs of claim against the
Debtor's estate.

Any objection to the motion must be served in accordance with
Local Rule 9013-1 upon:

    i) Counsel to the Chapter 11 Trustee

       Attn: Christine E. Baur
       Baker & McKenzie LLP
       101 West Broadway, 12th Fl.
       San Diego, CA 92101

   ii) Counsel to the Official Creditors' Committee

       Attn: Daniel H. Reiss
       Levene, Neale, Bender, Rankin & Brill L.L.P.
       10250 Constellation Blvd., Ste. 1700
       Los Angeles, CA 90067

  iii) Office of the U.S. Trustee

       Attn: Michael Hauser
       411 West Fourth Street, Ste. 9041
       Santa Ana, CA 92701

   iv) Other parties requesting notice pursuant to Rule 2002.

The Court will convene a hearing on Sept. 6, 2006, at 10:00 a.m.,
in Courtroom 5B, 411 W Fourth St., in Santa Ana, California, to
consider the Chapter 11 Trustee's request.

Headquartered in Orange, California, National Consumer Mortgage
LLC -- http://www.nationalconsumermortgage.com/-- is an   
independent mortgage brokerage that creates and processes home
loans.  The Debtor filed for chapter 11 protection on Apr. 3, 2006
(Bankr. C.D. Calif. Case No. 06-10429).  Lorraine L. Loder, in Los
Angeles, California, represents the Debtor.  David L. Neale, Esq.,
at Levene, Neale, Bender, Rankin & Brill L.L.P., represents the
Official Committee of Unsecured Creditors.  John Brinco was
appointed as the Debtor's Chapter 11 Trustee appointed   When the
Debtor filed for protection from its creditors, it listed total
assets of $1,102,135 and total debts of $32,846,858.


NEOPLAN USA: Court Approves DCA as Claims and Noticing Agent
------------------------------------------------------------
Neoplan USA Corporation and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Delaware Claims Agency, LLC, as their claims,
noticing, and balloting agent.

DCA will:

    a) prepare and serve required notices in the Debtors' chapter
       11 cases, including:

         1. notice of commencement of the cases and the initial
            meetings of creditors under Section 341(a) of the
            Bankruptcy Code;

         2. notice of the claims bar date;

         3. notice of objections to claims;

         4. notice of any hearing on a disclosure statement and
            confirmation of a plan of reorganization; and

         5. other miscellaneous notices to any entities, as the
            Debtors or the Court deem necessary or appropriate for
            an orderly administration of the Debtors' chapter 11
            cases;

    b) within five days after the mailing of a particular notice,
       file with the Clerk's Office a certificate or affidavit of
       services that includes a copy of the notice involved, an
       alphabetical list of persons to whom the notice was mailed
       and the date of mailing;

    c) docket all claims received by the Clerk, maintain the
       official claims registers for the Debtors on behalf of the
       Clerk, and provide the Clerk with a certified duplicate
       unofficial Claims Registers on a monthly basis, unless
       otherwise directed;

    d) specify in the Claims Registers these information for each
       claim docketed:

         1. claim number assigned;
         2. date received;
         3. name and address of the claimant who filed the claim;
         4. classification of the claim asserted in the claim;

    e) record all transfers of claims and provide any notices of
       transfers required by Rule 3001(e) of the Federal Rules of
       Bankruptcy Procedure;

    f) make changes to the Claims Registers pursuant to Court
       order;

    g) maintain the official mailing lists of all entities that
       have filed proofs of claim, which list will be available
       upon request by the Clerk or upon request and payment of an
       appropriate copying charge by a party-in-interest;

    h) assist the Debtors, if necessary, in the clerical
       preparation of their schedules, and statement of financial
       affairs and any amendments or supplements thereto, and
       maintain a mailing list of the parties included;

    i) perform all balloting services that may be required in the
       Debtors' chapter 11 cases, including, to the extent
       necessary, identifying voting and nonvoting creditors,
       preparing class-specific ballots, distributing ballots and
       accompanying documents, serving as balloting agent to
       receive and tabulate voting results, and providing other
       ballot related services requested by the Debtors; and

    j) at the close of the cases, box all original documents in
       the proper format, as determined by the Clerk, make
       arrangements for the long-term storage as instructed by the
       Clerk; and

    k) promptly comply with further services as the Debtors or the
       Clerk will request.

The Debtors tell the Court that DCA will bill in accordance with
its standard hourly rates.  Documents filed with the Court did not
disclose those rates.

Joseph L. King, vice president of DCA, assures the Court that his
firm does not represents any interest adverse to the Debtors or
their estates.

Headquartered in Denver, Colorado, Neoplan USA manufactures
standard floor buses, low floor buses, and articulated buses.
Neoplan USA licenses its designs from the German corporation,
Neoplan.  Neoplan USA is entirely separate from Neoplan in
Germany.  The Company, its parent, IAP Acquisition Corporation,
and two affiliates, filed for chapter 11 protection on Aug. 17,
2006 (Bankr. D. Del. Lead Case No. 06-10872).  Tobey M. Daluz,
Esq., at Ballard Spahr Andrews & Ingersoll LLP, represents the
Debtors.  When Neoplan USA filed for protection from its
creditors, it listed $13,696,911 in total assets and $59,009,471
in total debts.


NJ AFFORDABLE: Hires Sheldon & DJM as Ch. 7 Trustee's Auctioneers
-----------------------------------------------------------------
Charles M. Forman, the chapter 7 trustee appointed for NJ
Affordable Homes Corp.'s bankruptcy case, engaged Sheldon Good &
Company Auctions NorthEast and DJM Realty, LLC, to sell 340
properties owned and controlled by NJAH from Sept. 29 through
Oct. 1 at the Meadowlands Convention Center in Secaucus, New
Jersey.

"The auction sale of the NJAH portfolio is the most efficient and
cost-effective method of generating a substantial pool of funds
from which those who were hurt by this massive fraud can be
compensated," Mr. Forman, of the law firm of Forman, Holt &
Eliades, LLC, said.

"Private investors, conventional lenders, other parties and the
community as a whole have been victimized by the scheme," Mr.
Forman added.  "We believe that the auction method devised by this
real estate team will result in the expeditious sale of these
properties thereby ultimately benefiting all concerned, including
the investors, lenders, tenants and their neighborhoods."

"We appreciate the confidence placed in us and in DJM Realty by
the trustee and the court," Steven L. Good, Chairman and CEO of
Sheldon Good & Company Auctions, Inc. said.  "Our auction will be
an important step forward in correcting the alleged injustices
conducted by the debtor."

"We were brought in based on our experience in helping troubled
companies fund operating cash so as to allow for an orderly
disposition of the portfolio properties," Andrew Graiser, Co-CEO
and Founder of DJM Realty, said.  "We teamed up with Sheldon Good
& Company because we felt that they were by far the most
experienced auction company to handle a portfolio of properties
this size."

Jeffrey Hubbard, Executive Managing Director for Sheldon Good &
Company Auctions NorthEast, LLC, said: "This will be the largest
residential auction thus far to be conducted in New Jersey, and
most likely, in the United States. This auction will have
something for everyone: the builder, homeowner, developer and
investor. The portfolio of properties includes 80 single-family
homes, 78 two-family homes, 96 three-family homes, 19 four-family
homes, 2 six-family residences, 57 parcels of land, and 8
commercial properties. This extensive portfolio includes property
in every county in New Jersey except two. 195 properties are
located in the Essex County area."

Mr. Hubbard said that all properties would be sold absolute
regardless of price, free and clear of liens, subject to the
approval of the United States Bankruptcy Court District of New
Jersey presiding over NJAH's bankruptcy case.

                           Background

On Sept. 12, 2005, the U.S. Securities and Exchange Commission
sought and obtained from the District Court a temporary
restraining order that, among other things, froze the assets of NJ
Affordable Homes Corp. and Wayne Puff and appointed a temporary
receiver over the assets of NJAH.

The SEC alleged that "from at least 1999 to the present, the
defendants sold, in unregistered offerings, at least $40 million
in notes to more than 490 investors located throughout the United
States in connection with their participation in a Ponzi scheme."

The District Court appointed Nicholas H. Politan, a former federal
judge, as the receiver for NJAH.  On Nov. 17, 2005, the Court
authorized the receiver to file a chapter 7 petition under the
Bankruptcy Code on behalf of NJAH.  Mr. Forman was then appointed
by the United States Trustees Office, a branch of the U.S.
Department of Justice, as the chapter 7 Trustee for NJAH's
bankruptcy estate.  The U.S. Bankruptcy Court granted the
Trustee's motion to sell all 340 properties owned and controlled
by NJAH in a real estate auction to be conduced by Sheldon Good &
Company Auctions NorthEast in conjunction with DJM Realty.

Headquartered in Woodbridge, New Jersey, NJ Affordable Homes Corp.
is a real estate investment company that purports to use
investors' monies to purchase residential and commercial property,
renovate the property, and sell the property at a profit.


NORTHWEST AIRLINES: Court Allows FCI to File Consolidated Claims
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved the stipulation entered into by Northwest Airlines, Inc.,
and its debtor-affiliates and Fiduciary Counselors Inc.

On September 14, 2005, Northwest Airlines, and FCI, entered into
an agreement in which FCI would serve as independent fiduciary for
these pension plans:

    -- Northwest Airlines Pension Plan for Contract Employees,
    -- Northwest Airlines Pension Plan for Pilot Employees, and
    -- Northwest Airlines Pension Plan for Salaried Employees.

FCI believes that it must file multiple proofs of claim against
each Debtor, representing claims for which the Debtors are
jointly and severally liable to the Plans under 29 U.S.C. Section
1082(c)(11)(B) and 26 U.S.C. Section 412(c)(11)(B).

Pursuant to the stipulation, the parties agree that:

   (1) any proof of claim or amendment thereto filed in Case No.
       05-17930-ALG by FCI on its own behalf or on behalf of
       the Plans will be deemed to be filed in each of the cases
       of the Debtors; and

   (2) unless the parties expressly agree otherwise, the
       Stipulation will also apply to any amended proofs of claim
       that FCI may file with respect to the Plans.

Because there are 14 Debtors, FCI, absent the Stipulation, would
likely file a great number of separate proofs of claim.  The
parties believe that these multiple claims would impose a
significant and unnecessary administrative burden on them, the
claims agent and the Court.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 36; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORTHWEST AIRLINES: Wants Claim Objection Protocol Established
--------------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates ask the United
States Bankruptcy Court for the Southern District of New York
establish procedures for filing omnibus objections to proofs of
claim filed in their Chapter 11 cases.

Since filing for bankruptcy, over 11,500 proofs of claim have been
filed against the Debtors.  Based on the large number of proofs
of claim, the Debtors expect to file a substantial number of
objections, Mark C. Ellenberg, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, relates.

Through the Objection Procedures, the Debtors seek to establish a
uniform process for the resolution claim objections that will
minimize the administrative burdens on the estates and the Court
while protecting the due process rights of all parties-in-
interest.

                  Proposed Objection Procedures

The Debtors' Objection Procedures divide their objections to the
claims into several tiers:

   (a) Tier I objections deal with:

        * two or more proofs of claim asserting the same
          liability against the same Debtor; or

        * proofs of claim that were amended or superseded by
          later filed proofs of claim.

   (b) Tier II objections fall within two general subcategories:

        * Tier II(A) includes objections that seek to:

          -- disallow a proof of claim based on the claimant's
             failure to attach sufficient documentation
             providing a basis for the claim asserted;

          -- reclassify the priority of a proof of claim where
             the claimant failed to provide sufficient
             documentation providing a basis for the asserted
             priority;

          -- identify the Debtor allegedly liable for the claim
             asserted in the proof of claim; and

          -- disallow late-filed proofs of claim; and

        * Tier II(B) includes objections that seek to resolve
          claims that are inconsistent with the Debtors' books
          and records; and

   (c) Tier III includes substantive objections that do not fall
       within Tiers I and II.  Tier III Objections are further
       divided into two sub-tiers:

        * Tier III(A) Objections are those objections that may
          raise factual issues for which discovery may be
          appropriate; and

        * Tier III(B) Objections are those objections that the
          Debtors believe raise only legal issues.

Mr. Ellenberg tells the Court that the Objection Procedures also:

    -- provide a detailed framework for the litigation and
       resolution of each type of Objection;

    -- establish, inter alia, the timeframes for the filing of
       responses to Objections and the Debtors' replies to those
       responses;

    -- detail the information that claimants must include in
       responses to the Objections; and

    -- establish procedures for the scheduling of discovery, if
       necessary, and hearings on the Objections.

                   Claim Settlement Procedures

The Debtors also ask the Court to establish procedures
streamlining the settlement process of the disputed claims for
the efficient resolution of the thousands of claims filed in
their Chapter 11 cases.

The Debtors believe that settlement of objectionable proofs of
claim constitutes a cost-effective method of resolving those
claims and avoids the expense and risk inherent in litigating the
claims.

Given the magnitude of the proofs of claim filed against the
Debtors, Mr. Ellenberg contends, it would be expensive,
cumbersome, and highly inefficient to resolve objectionable
claims by holding individual hearings and filing individual
pleadings with respect to each proposed settlement.  The
Settlement Procedures promote judicial economy, he asserts.

Specifically, the Settlement Procedures provide that:

   (a) the Debtors may negotiate and settle disputed proofs of
       claim regardless of its amount or nature;

   (b) Except for those claims with a disputed amount of $50,000
       or less, the Debtors will give notice of each proposed
       settlement to the attorneys for the Official Committee of
       Unsecured Creditors.  The notice should specify the amount
       and grounds of the claim asserted against the estates, and
       the proposed settlement;

   (c) The Committee will have five business days after the
       notice is sent to object to the proposed settlement or
       request for additional five days to evaluate the
       settlement.  Absent a timely objection, or upon obtaining
       approval of the Committee, the Debtors will be authorized
       to enter into the proposed settlement;
  
   (d) If the Committee timely objects to a proposed settlement,
       the Debtors and the Committee will use good faith efforts
       to consensually resolve the objection.  If the objection
       is resolved, the Debtors may enter into the proposed
       settlement, as and to the extent modified by the
       resolution of the Committee's objection, otherwise, the
       Debtors may seek Court approval of the proposed settlement
       upon an expedited notice and hearing, subject to the
       Court's availability;

   (e) For claims with a disputed amount of $50,000 or less, the
       Debtors will be permitted to settle the disputed Claim
       without the necessity of Committee or Court approval; and

   (f) The Settlement Procedures will not prevent the Debtors, in
       their sole discretion, from seeking Court approval at any
       time of any proposed settlement upon notice and a hearing.

Pursuant to Rule 2002(a)(3) of the Federal Rules of Bankruptcy
Procedure, the Debtors seek the Court's permission to limit
notice of any settlements entered into pursuant to Claim
Settlement Procedures.  Limiting notice will enable the Debtors
to promptly and efficiently enter into the settlements,
Mr. Ellenberg contends.

Mr. Ellenberg adds that it would be detrimental for the Debtors
to provide notice of settlements with particular Claimants to all
parties on the Master Service List, which would include numerous
other Claimants.  In that situation, Claimants would undoubtedly
rely upon the dollar amounts of previous settlements of similar
claims by the Debtors as the basis for their settlement demands,
irrespective of the merit of their particular claim.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/  
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 37; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NOVELIS INC: Reviews Strategic Options for European Subsidiaries
----------------------------------------------------------------
Novelis Inc. disclosed additional steps in its ongoing initiative
to improve its business in Europe, including a review of strategic
alternatives for its Foil and Technical Products business unit.

Novelis also reported the proposed restructuring of its European
central management and administration activities in Zurich to
reduce overhead costs and streamline support functions.  In
addition, the Company is proposing to exit the Neuhausen
Technology Center in Switzerland.  The Company would expect to
incur $6 million of costs associated with the proposed
restructuring of the management and administration activities and
exiting the R&D center.  Expected savings from these actions
approximate $10 million per year.

The Company stated that all the elements of the proposed
restructuring will be conducted in full compliance with work rules
and labor laws pertinent to the regions in which the facilities
are located.

"The initiatives we are announcing support Novelis' corporate
strategy of enhancing our high-end product portfolio and improving
our cost position," stated William T. Monahan, Chairman and
Interim Chief Executive Officer.  "While our Foil and Technical
Products unit in Europe is a strong business, we have decided to
explore all strategic alternatives, including divestment of the
business."

The Foil and Technical Products business comprises six plants --
one in France, three in Germany, one in Luxembourg, and one in the
United Kingdom -- that produce aluminum foil used primarily in
packaging and industrial markets.  Together these plants employ
2,100 people.

"The proposed steps to simplify our central management and
administration in Europe involve reducing overhead and shifting
some of these activities into our market- oriented business units
and plants," Arnaud de Weert, President of Novelis Europe, stated.  
"These facilities will become the focal point of the Company's
business activities and will allow us to move even closer to the
customer.  This, in turn, will enable us to make our European
footprint more efficient and more competitive."

Novelis' proposed administrative reorganization includes
significantly streamlining the central team that leads overall
strategy, coordination and compliance from Novelis Europe's
corporate office in Zurich and transferring support functions --
including Research and Technology, Continuous Improvement and most
Human Resources and Planning and Purchasing activities -- into the
respective business units.  These proposed actions will facilitate
a more efficient regional system and an even greater focus on
customers.

As part of this effort and to promote closer involvement of the
operations in the development of new product innovations, Novelis
is proposing to exit the Neuhausen technology lab and concentrate
key resources in technology market centers of excellence in Europe
and in the Novelis Global Technology Center located in Kingston,
Ontario, Canada.

Novelis began to restructure its European operations in 2005.  
That year the Company closed two facilities -- one in Flemalle,
Belgium, and one in Falkirk, Scotland.  To date in 2006 it has
sold a rolling mill in Annecy, France, closed its Borgofranco
casting alloys site in Italy, and reorganized its Ohle and
Ludenscheid foil operations in Germany.

                       About Novelis Inc.

Based in Atlanta, Georgia, Novelis Inc. (NYSE: NVL) (TSX: NVL)
-- http://www.novelis.com/-- provides customers with a regional
supply of technologically sophisticated rolled aluminum products
throughout Asia, Europe, North America, and South America.  The
company operates in 11 countries and has approximately 13,000
employees.  Through its advanced production capabilities, the
company supplies aluminum sheet and foil to the automotive and
transportation, beverage and food packaging, construction and
industrial, and printing markets.

                        *    *    *

As reported in the Troubled Company Reporter on May 18, 2006,
Moody's Investors Service placed the ratings of Novelis Inc.,
and its subsidiary, Novelis Corp., under review for possible
downgrade.  Novelis Corporation's Ba2 senior secured bank credit
facility rating was placed on review for possible downgrade.

Novelis Inc.'s Ba3 corporate family rating; Ba2 senior secured
bank credit facility and B1 senior unsecured regular
bond/debenture were placed on review for possible downgrade.


ONEIDA LTD: NY Bankruptcy Court Confirms Plan of Reorganization
---------------------------------------------------------------
The prenegotiated plan of reorganization of Oneida Ltd. was
confirmed, on Aug. 31, 2006, by the U.S. Bankruptcy Court for the
Southern District of New York, setting the stage for Oneida's
emergence from Chapter 11 as a privately held company.  The Plan
will significantly reduce the company's debt and open the way for
renewed investment and growth.  The company is expected to emerge
from Chapter 11 on or about Sept. 12, 2006.

"We are extremely pleased that the Court has approved our
recapitalization," said James E. Joseph, President of Oneida.  "We
are grateful to our customers, suppliers, partners and employees
for their commitment during this process.  The successful
recapitalization is the culmination of a revitalization process we
began more than 18 months ago and marks a new beginning for
Oneida.  We are looking forward to building on our strong brand
and outstanding customer relationships to continue Oneida's growth
into its second century."

                        Terms of the Plan

Oneida's plan of reorganization provides for the conversion of
100% of its Tranche B loan, representing approximately $100
million, into 100% of the equity of the newly reorganized company.  
The plan also includes $170 million in senior secured long-term
credit facilities, consisting of an $80 million asset based
revolving credit facility and a $90 million term loan that will
refinance Oneida's Tranche A debt and provide the company with
additional liquidity to continue to grow its business.  Oneida's
general unsecured creditors will not be impaired under the plan;
however, existing common and preferred stockholders will not
receive any distributions under the plan and their equity will be
cancelled on the effective date of the plan.

                       About Oneida Ltd.

Headquartered in Oneida, New York, Oneida Ltd. (Pink Sheets:ONEI)
-- http://www.oneida.com/-- manufactures stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and supplies dinnerware to the foodservice industry.
Oneida also supplies a variety of crystal, glassware and metal
serveware for the tabletop industries.

The Company and its 8 debtor-affiliates filed for Chapter 11
protection on March 19, 2006 (Bankr. S.D. N.Y. Case Nos. 06-10489
through 06-10496).  Douglas P. Bartner, Esq., at Shearman &
Sterling LLP represents the Debtors.  Credit Suisse Securities
(USA) LLC is the Debtors' financial advisor.  Scott L. Hazan,
Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg, Steindler,
Houston & Rosen, P.C., represent the Official Committee of
Unsecured Creditors.  Robert J. Stark, Esq., at Brown Rudnick
Berlack Israels LLP represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.


ORTHOFIX INT'L: Blackstone Merger Cues Moody's to Lower Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the Corporate Family Rating
of Orthofix International N.V. to Ba3 from Ba2.  The outlook
remains stable.

Moody's also assigned a Ba3 rating to the proposed $375 million
senior secured credit facilities of Orthofix Holdings Inc., a
subsidiary of Orthofix International N.V.

These rating actions follow the August 7, 2006 announcement
that Orthofix announced that it signed a definitive agreement to
acquire Blackstone Medical Inc. for a total transaction value of
$345 million, including fees and expenses.  Moody's anticipates
the transaction will be financed with a proposed $330 million term
loan and $15 million cash.

Moody's expects the company will have no borrowings under its
proposed $45 million senior secured revolving credit facility.  
Blackstone, with its headquarters in Springfield, Massachusetts,
is a privately owned U.S. company that designs, develops and
markets spinal implants and instruments used in spinal surgery.  
For the 12 months ended June 30, 2006, Blackstone generated over
$70 million in revenue.

The downgrade primarily reflects a significant increase in the
company's debt leverage, as measured primarily by its cash flow
coverage of debt and EBIT coverage of interest expense, because
the transaction is predominantly financed with the issuance of
debt.  At the same time, Moody's believes that the company's
credit profile will be negatively affected by Blackstone's
negative operating cash flow.

These ratings were assigned to Orthofix Holdings Inc., a
subsidiary of Orthofix International N.V, in conjunction with
the proposed Blackstone acquisition:

   * $45 million Senior Secured Revolver, due 2012, rated Ba3
   * $330 million Senior Secured Term Loan B, due 2013, rated Ba3

Moody's downgraed the Corporate Family Rating of Orthofix
International N.V. to Ba3, from Ba2

Moody's will also withdraw the following ratings assigned to
Colgate Medical, Ltd., a subsidiary of Orthofix International,
Inc., as all debt has been paid:

   * Colgate Medical, Ltd. Ba2 $110 million five-year term loan
   * Colgate Medical, Ltd. Ba2 $15 million five-year revolver

Orthofix International N.V., a limited liability company,
organized under the laws of the Netherlands Antilles, is a
provider of pre and post operative products to the orthopedic
market place.  The company reported $313 million in net sales
during 2005.


OWENS CORNING: Can Sell Modulo(TM)/ParMur Group for $32 Million
---------------------------------------------------------------
Owens Corning has signed a purchase agreement to acquire The
Modulo(TM)/ParMur Group for $32 million (EUR25.5 million), as
reported in the Troubled Company Reporter on July 31, 2006.

The U.S. Bankruptcy Court for the District of Delaware approved
the share purchase and warranty agreement dated July 17, 2006,
between Owens Corning, as purchaser, and Modalis Holdings, Einar
Hafstad and Christian Roggeman, as sellers.

Owens Corning will acquire the issued and outstanding shares of
ParMur SRL, Modulo USA L.L.X., Modalis S.A.  The Target Companies
are part of a group of companies that specialize in the design,
manufacture and marketing of various types of manufactured stone
veneer in France and Romania, as well as in other foreign
countries, principally Italy, Germany, Spain, Scandinavia and
Japan.

The purchase of the Target Companies is in line with the Debtors'
strategic plans to expand the geographic reach of their cultured
stone business to become the market share leader, not only in the
United States and Canada, but also in Europe and the Asia Pacific
market by 2010, MaryJo Bellew, Esq., at Saul Ewing LLP, in
Wilmington, Delaware, says.

The Debtors provide a summary of the Group's corporate structure:

A. Modalis Holdings, a holding company organized under the
    laws of the state of Delaware, holds 95% of the shares of
    Modalis S.A.  Modalis Holdings is wholly owned by Valhall
    Investment Management LLC, which is in turn wholly owned by
    Einar Hafstad.

B. Modalis S.A., a holding company organized under the laws of
    France, holds 100% of the shares of Modulo S.A.  Mr. Roggeman
    owns 5% of Modalis S.A.

C. Modulo S.A., an operating company organized under the laws of
    France, carries out production, marketing and distribution in
    France and other countries.

D. ParMur SRL, an operating company organized under the laws of
    Romania, carries out manufacturing and sales activities in
    Romania and other foreign countries.  Mr. Hafstad directly
    owns 95% of ParMur SRL, while the balance is owned by Mr.
    Roggeman.

E. Modulo USA L.L.C. is organized under the laws of the state of
    Delaware.  It has offices located in Maple Grove, Minnesota,
    and distributes the Group's products within North and South
    America.  Modulo USA L.L.C. is wholly owned by Mr. Hafstad.

F. Mr. Hafstad is the president and chairman of the Board of
    Directors of Modalis S.A. and Modulo S.A., and is the
    president of Modulo USA L.L.C.  Mr. Hafstad controls 95% of
    ParMur SRL and Modalis S.A., and 100% of the other companies
    in the Group.

G. Mr. Roggeman is the chief operating officer of Modulo S.A. and
    holds a 5% interest in ParMur SRL and a 5% interest in Modalis
    S.A.

In sum, Modalis Holdings, Messrs. Hafstad and Roggeman own or
control 100% of ParMur SRL, Modulo USA L.L.C. and Modalis S.A.

The principal terms of the Purchase Agreement are:

    a. Owens Corning or its designee will pay EUR25,500,000 for
       the Shares, subject to certain increases or decreases,
       which will not exceed EUR4,700,000, to the extent there is
       an excess or shortfall between the "closing net assets" and
       the "target net assets" as of the closing date.

       If Modulo S.A. completes its acquisition of the full title
       to a building in Bray-sur-Seine, France, prior to closing,
       then, at closing, Owens Corning will:

          * pay EUR20,800,000 directly to the Sellers; and

          * deposit EUR4,700,000 into an escrow account to be
            reserved as a holdback to secure any shortfall in the
            "target net assets" and any claims for indemnification
            under the Share Purchase Agreement.

       If the Bray Acquisition is not completed prior to closing,
       then, at closing, Owens Corning will:

          * pay EUR20,000,000 directly to the Sellers; and

          * deposit the Holdback Amount into an escrow account,
            plus an additional EUR800,000 to secure payment of the
            estimated loss if the Bray Acquisition is not
            completed before the first anniversary of the closing
            date .

    b. The Sellers are bound by certain non-competition provisions
       for a period of three years after the closing and by
       certain confidentiality provisions.

    c. Prior to closing, Einar Hafstad will transfer:

          * his "community trademark rights" in the trademarks
            "ParMur" and "Madrague" to ParMur SRL;

          * his "community trademark rights" and French trademark
            rights in the trademark "Cote Mur" to ParMur SRL; and

          * any other intellectual property rights used by the
            Target Companies or Modulo S.A., or related to the
            business of these companies, to the relevant company.

    d. For a period of six months from the closing date, Einar
       Hafstad and Christelle Hafstad will make themselves
       available to the Target Companies and Modulo S.A., for up
       to 10 hours per month, to answer questions and provide
       information in connection with various accounting
       procedures.

    e. On or before the closing date, the Sellers will:

          * repay or cause the repayment to each of the Target
            Companies and Modulo S.A. any debt owed to that
            company by the Sellers or any related person,
            including interest;

          * terminate or cause the termination of all contracts
            between any Seller or any Related Person, on the one
            hand, and any of the Target Companies or Modulo S.A.,
            on the other hand, without any penalty or liability to
            any of the companies, with certain exceptions; and

          * obtain the full release of all past, present or future
            guarantor obligations of any of the Target Companies
            or Modulo S.A. that benefit any Seller or Related
            Person.

    f. The Sellers will take, or cause Modulo S.A. to take, all
       actions required to legally liquidate Modulo Dekorative
       Steine GmbH, a subsidiary of Modulo S.A., prior to closing,
       without any liability to the Group.

    g. The Parties' obligations to be performed on the closing
       date are conditioned on, among other things:

          * the entry by the Bankruptcy Court of a final order
            approving the Share Purchase Agreement; and

          * expiration or termination of the waiting period under
            the Merger Notification, as required under German law,
            or the transaction having been approved by the
            relevant governmental authority.

    h. Owens Corning's obligation to consummate the transactions
       contemplated by the Share Purchase Agreement is subject to
       fulfillment of these conditions:

          * Owens Corning engaging in continued customer due
            diligence;

          * each Seller, each Target Company and Modulo S.A.
            performing each covenant or condition set forth in the
            Share Purchase Agreement; and

          * Mr. Roggeman and Mihai Gavris, key employees of the
            Target Companies, each entering into a new, indefinite
            term employment contract on terms reasonably
            acceptable to Owens Corning.

    i. Subject to certain conditions, the Sellers will indemnify
       Owens Corning from any damages suffered by the Target
       Companies, Modulo S.A. or Owens Corning as a result of any:

          * inaccuracy or breach of any representations and
            warranties in the Share Purchase Agreement;

          * breach of the covenants set forth in the Share
            Purchase Agreement; or

          * tax liability relating to any period closed on or
            prior to December 31, 2005, and any liability for
            environmental matters related to events occurring or
            circumstances existing on or prior to the closing
            date.

       Owens Corning will indemnify the Sellers from any damages
       suffered by the Sellers as a result of any breach of the
       representations and warranties set forth in the Share
       Purchase Agreement.

    j. The Share Purchase Agreement is to be governed by French
       law.  Any dispute that arises in connection with the Share
       Purchase Agreement will be finally settled by an arbitral
       panel as described in the Share Purchase Agreement.

A full-text copy of the Share Purchase Agreement is available for
free at http://ResearchArchives.com/t/s?ee4

Owens Corning will deposit EUR4,700,000 of the Purchase Price,
designated as the "Holdback Amount", into an escrow account on
the closing date to secure the payment by the Sellers of any
amounts that become due under the Share Purchase Agreement, with:

    -- the EUR1,000,000 designated as the "closing adjustment
       holdback" and will secure any shortfall between the "target
       net assets" and the "closing net assets"; and

    -- the EUR3,700,000 to secure indemnification payments due to
       Owens Corning in accordance with the Share Purchase
       Agreement.

The Escrow Agreement generally contemplates that the escrowed
funds will be used to satisfy claims by either Owens Corning or
the Sellers relating to the final determination of the Purchase
Price, or claims by Owens Coming relating to certain
indemnification claims.

The EUR1,000,000 will be released from the escrow agent upon the
final determination of the Purchase Price, which will be
approximately 120 days after closing.  Eighteen months after the
date of the Escrow Agreement, the escrow agent is to release to
the Sellers' agent EUR2,775,000 of the escrowed funds, less any
previous payment or amounts in dispute.  The escrow agent is to
release the remaining balance of the escrowed funds to the
Sellers' agent 30 months after the date of closing, subject to
certain conditions.

In addition, if the Bray Acquisition is not completed prior to
closing, the Bray Holdback also will be deposited into the escrow
account at closing.  In that circumstance, the Escrow Agreement
will be modified prior to closing to reflect the Bray Holdback in
this manner:

    -- If the Bray Acquisition is completed by the first
       anniversary of the closing date, the escrow agent will
       release the Bray Holdback, plus interest, to the Sellers
       within five business days of the Bray Acquisition.

    -- If the Bray Acquisition is not completed by the first
       anniversary of the closing date, the escrow agent will
       release the Bray Holdback to Owens Corning within five
       business days of the first anniversary of the closing date,
       provided that Modulo S.A. assigns any rights or claims it
       has to Einar Hafstad, subject to the consent of the lessor,
       for a consideration equal to the Bray Holdback.

The Escrow Agreement will also be governed by the laws of France.

                       About Modulo/ParMur

The Modulo/ParMur Group, based in Bray-sur-Seine, France, designs,
manufactures and markets manufactured stone veneer wall and floor
products under the Modulo and ParMur brands.  Modulo and ParMur
are plaster-based interior wall and cement-based exterior wall-
cladding products, which are distributed primarily through the Do-
It-Yourself market in Europe.

In addition to Bray-sur-Seine, the company operates two additional
manufacturing sites in Forbach, France, and Turda, Romania.
Modulo/ParMur has nearly 150 employees.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


OWENS CORNING: Reorganized Company Registers New Common Stock
-------------------------------------------------------------
Pursuant to the Sixth Amended Plan of Reorganization of Owens
Corning and its debtor-affiliates, certain creditors will receive
common stock, or rights to purchase common stock, of Owens Corning
(Reorganized) Inc.   

Reorganized Owens Corning expects that some creditors may sell
some or all of the securities they will receive.

Reorganized Owens Corning filed a registration statement on Form
S-1 with the Securities and Exchange Commission to register its
new common stock, at $0.01 par value per share, which may be
offered for sale from time to time by the shareholders.

For purposes of calculating the registration fee pursuant to Rule
457(o) under the Securities Act of 1933, Reorganized Owens
Corning estimates the maximum aggregate offering price of the new
stock at $3,843,000,000.

Since Reorganized Owens Corning will seek to have the
registration statement become effective concurrently with the
effectiveness of the Sixth Amended Plan, the registration
statement is drafted in many respects as though the restructuring
has already taken place, David T. Brown, Chief Executive Officer
of Reorganized Owens Corning, says.

A full-text copy of Reorganized Owens Corning's Registration
Statement filed with the SEC is available at no charge at:

              http://researcharchives.com/t/s?10c0

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 139; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or     
215/945-7000)


PARMALAT USA: Enrico Bondi, et al., Want Injunction Imposed
-----------------------------------------------------------
Dr. Enrico Bondi, in his capacity as Extraordinary Administrator
of the Foreign Debtors; the Foreign Debtors; and Reorganized
Parmalat inform the U.S. District Court for the Southern District
of New York that they will take an appeal from the District Court
order permitting plaintiffs in the securities fraud action to
name Reorganized Parmalat as defendant.

The Appellants will ask the U.S. Court of Appeals for the Second
Circuit to review the District Court's order, dated July 26,
2006, insofar as the order:

   -- modified or dissolved the injunctive relief that had been
      granted pursuant to Section 304 of the Bankruptcy Code; or

   -- denied injunctive relief pursuant to Section 304.

In July 2006, the District Court allowed class plaintiffs of the
"Parmalat Securities Litigation" to file a third amended
complaint, which includes [the new] Parmalat SpA among the
defendants.  Said class action is pending in the District Court.  

Other defendants in the class action are Deloitte & Touche
(and, as an individual, Mr. James Copeland), Grant Thornton,
Citigroup (including Buconero, Vialattea, Eureka Securitization),
Bank of America, Credit Suisse, Banca Nazionale del Lavoro, Banca
Intesa, Morgan Stanley, the law offices of Pavia Ansaldo and of
Zini Associates, and number of individuals.

The defendants were allowed to conduct discovery with respect to
the class certification until Sept. 21, 2006.

A full-text copy of the District Court Order is available for
free at http://researcharchives.com/t/s?f6c

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PARMALAT USA: Administrator Sues BofA Corp. et al. for Collusion
----------------------------------------------------------------
G. Peter Pappas, administrator of Parmalat USA Corp.'s Plan of
Liquidation, filed in April 2006 a lawsuit before the U.S.
District Court for the Southern District of New York against:

   * Bank of America Corporation;
   * Bank of America, N.A.;
   * Bank of America National Trust & Savings Association;
   * Banc of America Securities LLC;
   * Banc of America Securities Limited;
   * BankAmerica International Limited;
   * Grant Thornton International;
   * Grant Thornton, LLP;
   * Italaudit SpA, In Liquidizacione;
   * Deloitte & Touche USA, LLP;
   * Deloitte & Touche, LLP;
   * Deloitte & Touche, SpA;
   * Deloitte Touche Tohmatsu;
   * Credit Suisse;
   * Credit Suisse International;
   * Credit Suisse Securities (Europe) Limited; and
   * Banca Nazionale del Lavoro, SpA

Mr. Pappas delivered to the District Court an amended complaint
in July 2006.  A full-text copy of the 340-page Amended Complaint
is available at no charge at:

               http://researcharchives.com/t/s?10c5

Mr. Pappas asserts claims against the banks and auditors for
helping Parmalat insiders artificially inflate the company and
its subsidiaries' financial health.  According to Mr. Pappas, the
conspiracy allowed the insiders to hide substantial operating
losses for over a decade, misstate Parmalat's debt by nearly $10
billion, and misstate total net assets by $16.4 billion.

Mr. Pappas tells Judge Kaplan that Parmalat USA was a victim of
the fraudulent scheme.  From 1999 through 2003, Parmalat USA
accumulated substantial and material debt -- eventually reaching
in excess of $20,000,000 at the time of Parmalat USA's bankruptcy
filing -- to certain banks.  But for the false portrayal of
Parmalat as a thriving, financially sound company, which each of
the Defendants aided and abetted, Mr. Pappas says, Parmalat USA
would not have or could not have incurred tens of millions of
dollars of debt which it could not repay on its own and which
drove it deeper into insolvency.

The Plan Administrator seeks unspecified damages on account of
his claims for aiding and abetting, breach of fiduciary duty, and
civil conspiracy.

According to Mr. Pappas, Bank of America structured transactions
that allowed for the manipulation and falsification of Parmalat's
financial statements, and sold more than $1 billion of Parmalat's
private placements to U.S. investors based on what Bank of
America knew were materially false and misleading statements
about Parmalat.  To sell the Parmalat securities in the U.S.,
Bank of America representatives arranged "road show" meetings
with major U.S. institutional investors during which Bank of
America representatives, together with culpable Parmalat
insiders, distributed false and misleading information about
Parmalat that was reviewed and approved by Bank of America.  Bank
of America also helped disguise loans as equity, thereby
concealing Parmalat's disastrous financial condition.

Mr. Pappas notes that, as Parmalat's culpable insiders have
testified, far from providing mere banking services, Bank of
America conceived, proposed, and carried out numerous deceptive
transactions in concert with the insiders that generated enormous
commissions, concealed Parmalat's mounting debt and which caused
Parmalat's financial statements to be misstated.

The Parmalat insiders could not have concealed the fraud absent
the active participation of the Grant Thornton entities, Mr.
Pappas asserts.  Among others, Mr. Pappas relates that Grant
Thornton had direct knowledge of the role of the offshore
entities used to allow Parmalat to conceal the ever-growing debt
generated from its fraudulent sales.

In 1999, under Italian law, Parmalat was forced to retain
Deloitte & Touche as new auditor. However, Grant Thornton
continued to manage and conceal the true financial status of
offshore entities when Deloitte took over.

Mr. Pappas says that Deloitte certified the financial statements
of Parmalat USA that materially overstated assets from 2000
through 2002, and failed to report, despite knowledge to the
contrary, that Parmalat USA was not a going concern.  Deloitte
also knew that Parmalat USA's ability to continue as a going
concern depended upon the ongoing financial support of Parmalat
SpA and, therefore, Deloitte was required by generally accepted
auditing standards to inquire into the financial condition of
Parmalat SpA.  According to Mr. Pappas, the Deloitte entities
negligently, recklessly, or fraudulently combined to prepare the
component parts that were then consolidated into Parmalat SpA's
certified financial statements to perpetuate the fraud.

The Credit Suisse Defendants, Mr. Pappas continues, joined the
conspiracy by helping to hide Parmalat's growing debt.  The
Credit Suisse Entities acted as an underwriter for Parmalat
securities and directly participated in a complex financial
transaction with Parmalat -- through Parmalat Brasil -- which was
designed to artificially inflate Parmalat's assets, while
appearing to provide Parmalat with financing through the issuance
of bonds by Parmalat Brasil.

Banca Nazionale del Lavoro participated in the factoring scheme
whereby Parmalat's culpable insiders used previously paid
invoices to raise additional capital.

                          About Parmalat

Headquartered in Wallington, New Jersey, Parmalat USA Corporation
-- http://www.parmalatusa.com/-- generates more than 7 billion
euros in annual revenue.  The Parmalat Group's 40-some brand
product line includes milk, yogurt, cheese, butter, cakes and
cookies, breads, pizza, snack foods and vegetable sauces, soups
and juices and employs over 36,000 workers in 139 plants located
in 31 countries on six continents.  The Company filed for chapter
11 protection on February 24, 2004 (Bankr. S.D.N.Y. Case No.
04-11139).  Gary Holtzer, Esq., and Marcia L. Goldstein, Esq., at
Weil Gotshal & Manges LLP, represent the Debtors.  When the U.S.
Debtors filed for bankruptcy protection, they reported more than
$200 million in assets and debts.  The U.S. Debtors emerged from
bankruptcy on April 13, 2005.  (Parmalat Bankruptcy News, Issue
No. 76; Bankruptcy Creditors' Service, Inc., 215/945-7000,
http://bankrupt.com/newsstand/)


PLATFORM LEARNING: Wants to Use Cash Collateral Until Sept. 15
--------------------------------------------------------------
Platform Learning Inc. asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to renew access to the
cash collateral securing its obligations to Silicon Valley Bank
until Sept. 15, 2006.

The Debtor proposes to use the Cash Collateral based on this five-
week budget: http://researcharchives.com/t/s?10c1

Silicon Valley and subordinated creditors Capital Resource
Partners V, L.P., Stichting Pensioenfonds ABP, and Stichting
Pensioenfonds Voor de Gezondheid, Geestelijke En Maatschappelijke
Belangen consented to the Debtor's continued use of the cash
collateral pursuant to the Court's July 21, 2006 final order.

The Final Order terminated the Debtor's access to the cash
collateral on Aug. 25, 2006.

The Debtor tells the Court that it would be unable to continue its
business without continued use of the Cash Collateral.

                     About Platform Learning

Based in Broad Street, New York, Platform Learning Inc. --
http://www.platformlearning.com/-- provides supplemental   
educational services through its Learn-to-Succeed tutoring
program to students attending public schools.  The Company filed
for chapter 11 protection on June 21, 2006 (Bankr. S.D.N.Y. Case
No. 06-11391).  David M. Bass, Esq., and Eric W. Sleeper, Esq., at
Herrick Feinstein LLP represent the Debtor in its restructuring
efforts.  Edward Joseph LoBello, Esq., at 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.


PLIANT CORPORATION: Reports Second Quarter Financial Results
------------------------------------------------------------
Pliant Corp's second quarter sales were $289 million.  This
represents a $30 million increase over the second quarter of 2005
-- an 11.5% increase.  The company grew sales in each of its
operating units -- Engineered Films, Industrial Films and the
Specialty Products Group.  The company grew sales in each
geography -- US, Canada, Mexico, Germany and Australia.  Included
in this sales growth was a 3.9% increase in volume, measured in
pounds.

Sales in the first half were a record at $587 million.  This
represents a 12.4% increase over the first half of 2005.  Every
division of the company reported increased sales.  Included in
this sales growth was a 2.6% increase in volume, measured in
pounds.

                   EBITDA(R) Continues to Improve

Second quarter EBITDA(R) was $26.8 million.  This represents a
6.5% increase over the second quarter of 2005.  This is also a
sequential increase of 11.5% versus the 1st quarter of 2006.  The
company remains focused on increasing EBITDA(R) via accretive
sales growth, lean business practices, cost reduction and
innovation programs.  EBITDA(R) is defined as EBITDA with the
company's restructuring expenses added back.  During the second
quarter of 2006, these restructuring expenses were mostly legal
fees and financial advisor fees.

EBITDA(R) in the first half was $50.9 million.  This represents an
8.4% increase over the first half of 2005.

         Pliant Reduces Debt and Strengthens Balance Sheet

The company implemented its financial restructuring program on
schedule and emerged from Chapter 11 on July 18, 2006.  The
centerpiece of the restructuring was a debt-for-equity swap which
significantly reduced its debt, eliminated its mandatorily
redeemable preferred stock, substantially reduced its interest
expenses and improved its credit statistics.  This better
positions the company to more actively pursue its objectives.

            Operational Performance Continues to Improve

The company's continuous improvement programs in its plants
advanced again in the 2nd quarter of 2006.

Gross waste was 9.2% versus 10.5% in the second quarter of 2005.  
This calculation is the inverse of first pass yield and reductions
in this number free up capacity and lower conversion costs.

Net waste was 4.0% versus 5.7% in the second quarter of 2005.  
This is the amount of resin that can not be reused back into the
company's film-making operations.  Reductions in this number
translate into higher EBITDA(R) and lower the company's resin
purchase requirements.

The company has a long-term goal to have net waste rates that
approach zero.

              Innovation & Marketing Programs Advanced

Pliant continued its focus on innovation programs in the 2nd
quarter of 2006.  Pliant's Sales, Marketing and Technical groups
are working together to strike the right balance to drive focused
applications for our customers, drive new growth programs for our
Marquee Accounts and leverage our R&D resources to develop product
and service offerings.  With over 100 Technical and Marketing
personnel working on innovation programs, Pliant is well
positioned for growth now and in the future.

Pliant was awarded 4 additional multi-year R&D contracts from the
U.S. Government in the second quarter of 2006.  The focus of the
R&D on these new contracts is improved food shelf life, enhanced
food quality, and securing the safety and well being of soldiers
in the field.  The contract year on these contracts is July 1
to June 30 and the first year value of these contracts is
$6.5 million.  These contracts contribute to Pliant's goal of
being on the leading edge of packaging technology.

                   Completed a Small Acquisition

The company bought highly desirable select assets from a flexible
packaging operation during the second quarter and is installing  
this equipment into its plants in Langley, British Columbia;
Macedon, NY; Bloomington, Indiana; and Naucalpan, Mexico
facilities.  Key assets are:

      * 8-color press
      * 3-layer blown extrusion line
      * Bag machine, slitters, ancillary equipment

The company has a balanced program to invest in cost reduction,
accretive growth capacity and innovation projects.

                      2006 Full Year On Track

The company has solid momentum and a balanced plan for the second
half of the year.  The company is reconfirming its guidance of
$107 million of EBITDA(R) for the year of 2006.

Harold Bevis, president and CEO of Pliant Corporation said, "We
were pleased with our performance in the 2nd quarter and in the
first half of 2006.  We are very excited about our future with our
new capital structure.  We intend to be a consistent and balanced
investor in our company, our customer relationships and our
employees.  This is a big breath of fresh air for us and will
enable us to pursue our plans even more aggressively.  We remain
firmly committed to our strategically sound business plan built on
sales growth, lean business practices, cost reduction and
innovation."

                       About Pliant Corp.

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  The Debtors emerged from chapter 11 protection on
July 19, 2006 (Pliant Bankruptcy News, Issue No. 22; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)


PORTRAIT CORP: Files Chapter 11 Petition in New York
----------------------------------------------------
Portrait Corp. of America Inc., filed a Chapter 11 bankruptcy
petition with Southern District of New York in White Plains after
reaching an agreement with some of its bondholders, Charlotte
Business Journal reports.

The bondholders started to negotiate with the Company last spring
on steps to avoid liquidation.  Those bondholders would become the
Company's equity holders if Judge Adlai S. Hardin Jr. approved a
proposed restructuring plan.  According to Business Journal, the
Company expects to eliminate 75% of its debt and $30 million in
annual interest payments.  

The Company has experienced financial problems for some time,
including default on some notes and unpaid bills to vendors.  It
lost $34.4 million in 2005 and $29.7 million in 2004.

Portrait Corp. Chief Executive David Alexander, in an interview
with Business Journal, said: "After several months of productive
dialogue between our major creditors and our equity holders, we
have achieved an agreement that will make PCA a much stronger
company."  Mr. Alexander added: "We enter restructuring in a
unique position in that our key lenders are already on board with
our plan."

In June, the Company reported it has hired separate restructuring
teams to advise it and the holders of about $165 million of its
bond debt.

Portrait Corporation of America, Inc., provides professional
portrait photography products and services to children, adults and
families in North America.  The Company operates portrait studios
within Wal-Mart stores and Supercenters in the United States,
Canada, Mexico, Germany and the United Kingdom.  The Company also
operates a modular traveling business providing portrait
photography services in additional retail locations and to church
congregations and other institutions.

                       Going Concern Doubt

Eisner LLP raised substantial doubt about Portrait Corporation of
America, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Jan. 29, 2006.  The auditor pointed to the Company's
substantial net loss, negative working capital, stockholders'
deficiency, default of certain obligations, which were due on June
15, 2006 and insufficient liquidity to meet those obligations.


PORTRAIT CORP: Case Summary & 29 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Portrait Corporation of America, Inc.
        fka PCA International, Inc.
        815 Matthews-Mint Hill Road
        Matthews, NC 28105

Bankruptcy Case No.: 06-22541

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      American Studios, Inc.                     06-22542
      Hometown Threads LLC                       06-22543
      PCA Photo Corporation of Canada, Inc.      06-22544
      PCA Finance Corp.                          06-22545
      PCA LLC                                    06-22546
      PCA National LLC                           06-22547
      PCA National of Texas LP                   06-22548
      Photo Corporation of America, Inc.         06-22549

Type of Business: The Debtors' core business is in retail portrait
                  photography.  Their automated film laboratory
                  processes more than 130 million portraits
                  annually for more than seven million customers.

                  The Debtors are the exclusive portrait providers
                  for Wal-Mart stores, and operate studios in more
                  than 3,000 Wal-Mart store locations in the
                  United States, Canada, Germany, United Kingdom
                  and Mexico.  See http://pcaintl.com/

Chapter 11 Petition Date: August 31, 2006

Court: Southern District of New York (White Plains)

Judge: Adlai S. Hardin Jr.

Debtors' Counsel: John H. Bae, Esq.
                  Cadwalader Wickersham & Taft LLP
                  One World Financial Center
                  New York, NY 10281
                  Tel: (212) 504-6013
                  Fax: (212) 504-6666
                  http://www.cadwalader.com/

Counsel for
Debtors' Outside
Directors:        Kirkland & Ellis LLP
                  Citigroup Center
                  153 East 53rd Street
                  New York, NY 10022-4611
                  Tel: (212) 446-4800
                  Fax: (212) 446-4900
                  http://www.kirkland.com/

Debtors'
Restructuring
Accountants:      Mesirow Financial Consulting, LLC
                  350 North Clark Street
                  Chicago, IL 60610
                  Tel: (312) 595-6000
                  Fax: (312) 595-4246
                  https://www.mesirowfinancial.com/

Debtors'
Financial
Advisor and
Investment
Banker:           Berenson & Company LLC
                  667 Madison Avenue
                  New York, NY 10021
                  Tel: (212) 935-7676
                  Fax: (212) 935-1499
                  http://www.berensonco.com/

Debtors' Claims,
Noticing and
Balloting Agent:  Bankruptcy Services LLC
                  757 Third Avenue 3rd Floor
                  New York, NY 10017
                  Tel: (646) 282-2500
                  Fax: (646) 282-2501
                  http://www.bsillc.com

Debtors' financial condition as of July 30, 2006:

      Total Assets: $153,205,000

      Total Debts:  $372,124,000

Debtors' Consolidated List of its 29 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
The Bank of New York Trust       Indenture Trustee   $165,000,000
Company, N.A.
Corporate Trust - Default
Administration Group
101 Barclay Street - 8W
New York, NY 10286
c/o Stuart Kratter
Tel: (212) 815-5466
Fax: (212) 815-5131

Goldman Sachs & Co.              Noteholder           $42,475,000
85 Broad Street
New York, NY 10004
c/o Matt Brenner
Tel: (212) 902-8184

Whippoorwill Associates, Inc.    Trade                $22,782,655
Assignee of AgfaPhoto USA Corp.
11 Martine Avenue, 11th Floor
White Plains, NY 10004
c/o Steven Gendal
Tel: (914) 683-1002

Wal-Mart Stores, Inc.            Rent/Royalty          $5,078,952
702 Southwest 8th Street
Bentonville, AR 72716
c/o Michael Li
Tel: (479) 204-6574

Callisto Corporation             Trade                   $681,291
182 West Central Street
Suite 101
Natick, MA 01760
c/o Mike Barta
Tel: (508) 655-3311
Fax: (508) 650-4626

PBM Graphics, Inc.               Trade                   $429,871
3700 Miami Boulevard
Durham, NC 27703
c/o Gary Pegram
Tel: (919) 595-7611
Fax: (919) 595-7929

Travelers Indemnity Company      Trade                   $413,664
P.O. Box 91287
Chicago, IL 60693-1287
c/o Brian Tanasi
Tel: (860) 277-7932

Walsworth Publishing co.         Trade                   $388,041
P.O. Box 412034
Kansas City, MO 64141-2034
c/o Rich Bond
Tel: (866) 369-2646
Fax: (660) 376-3269

Eisner LLP                       Trade                   $355,000
750 Third Avenue
New York NY 10017-2703
c/o Nicholas Tsafos
Tel: (212) 891-4128

National Print Group Inc.        Trade                   $334,427
P.O. Box 116424
Atlanta, GA 30368-6424
c/o Phillip L. Harris
Tel: (423) 648-8803
Fax: (800) 624-0408

Photo Control Corp.              Trade                   $280,483
4800 Quebec Avenue
Minneapolis, MN 55428
c/o Doug Waldoch
Tel: (763) 537-3601
Fax: (763) 537-2852

Global Crossing Telecom.         Trade                   $225,724

Strategic Flooring Services      Trade                   $168,656

Datamail Inc.                    Trade                   $156,073

Carolina Envelope                Trade                   $137,645

Sony Electronics/B&P             Trade                   $136,600

Dell Corporation                 Trade                   $117,412

Reliance Deductible Recovery     Trade                   $114,098

Lee Wayne Corp.                  Trade                   $110,243

Denny Manufacturing Co., Inc.    Trade                   $107,986

Robinson, Bradshaw & Hinson PA   Trade                   $107,311

Dell Financial Services Inc.     Trade                    $92,493

IBM Corporation                  Trade                    $89,715

C.L. Rabb, Inc.                  Trade                    $89,189

VAResources, Inc.                Trade                    $88,810

Sunbelt                          Trade                    $83,369

Granite                          Trade                    $82,854

J L & S Woodworking Inc.         Trade                    $82,132

Amglo Kemlite                    Trade                    $73,403


R&G FINANCIAL: Hires Andres I. Perez as Chief Financial Officer
---------------------------------------------------------------
R&G Financial Corporation entered into an employment agreement
with Andres I. Perez where, effective Oct. 1, 2006.  Mr. Perez
will serve as executive vice president until Nov. 1, 2006, after
which he will assume the additional title of chief financial
officer.

Vicente Gregorio, presently an executive vice president and chief
financial officer, will relinquish his chief financial officer
role on Oct. 31, 2006, but will continue as executive vice
president, assisting in the transition as requested by management
and the board of directors, until Dec. 31, 2006.

Mr. Perez has served as a Partner of KPMG LLP since 1998, most
recently as Audit Partner in the South Florida Business Unit and
industry sector leader of the Financial Services Practice, from
which he worked in Miami and Puerto Rico.  Previously, Mr. Perez
served in various positions, including as a Senior Manager in KPMG
LLP's U.S. Capital Markets Group in London, England and its
Professional Practice Department in New York, New York.  The
Company noted that KPMG is one of the Company's consultants in its
restatement process, and that Mr. Perez has had a very active
involvement working with the Company on its restatement project.
Mr. Perez is a Certified Public Accountant who is licensed in
Puerto Rico and Florida and he received a Bachelor of Business
Administration with distinction from Babson College.  He is a
member of the Puerto Rico College of Certified Public Accountants
and the American Institute of Certified Public Accountants.

              Restatement of Financial Statements

The Company disclosed that it is in the process of preparing
restated consolidated financial statements for the years ended
Dec. 31, 2002 through 2004 and anticipates finishing its work in
the middle of the fourth quarter of 2006.  The Company also will
be concurrently working on its Annual Report on Form 10-K for the
year ended December 31, 2005.  The Company expects that if it
fails to file its 2005 10-K, in satisfaction of the filing
requirements of the New York Stock Exchange, its Common Stock will
be de-listed by the Exchange.  The Company intends to request an
extension of the reports' filing dates.

The Company also disclosed that it currently believes that the
aggregate reductions required to its stockholders' equity are
between $168 million and $183 million after taxes, of which $95
million relates to the adjustments for residual retained
interests.

             Lifting of Memorandum of Understanding

The Company further disclosed that it had been informed by the
Federal Deposit Insurance Corporation that, based upon improved
controls and procedures implemented by Premier Bank, the
Memorandum of Understanding, dated Dec. 16, 2004, entered into
between Premier Bank and the FDIC with respect to alleged
violations of the Bank Secrecy Act, had been terminated.

                About R&G Financial Corporation

Headquartered in Hato Rey, Puerto Rico, R&G Financial Corporation
(NYSE: RGF) -- http://www.rgonline.com/-- is a diversified  
financial holding company with operations in Puerto Rico and the
United States, providing banking, mortgage banking, investments,
consumer finance and insurance through its wholly owned
subsidiaries, R-G Premier Bank, R-G Crown Bank, R&G Mortgage
Corporation, Puerto Rico's second largest mortgage banker, R-G
Investments Corporation, the Company's Puerto Rico broker-dealer,
and R-G Insurance Corporation, its Puerto Rico insurance agency.
At June 30, 2006 the Company operated 37 bank branches in Puerto
Rico, 35 bank branches in the Orlando, Tampa/St. Petersburg and
Jacksonville, Florida and Augusta, Georgia markets, and 49
mortgage offices in Puerto Rico, including 37 facilities located
within R-G Premier Bank's banking branches.

                          *     *     *

As reported by the Troubled Company Reporter on March 22, 2006,
Fitch Ratings keeps R&G Financial Corporation's BB Preferred Stock
rating on Negative Watch.


RADIOSHACK CORP: Lays Off 400 Workers to Reduce Costs
-----------------------------------------------------
RadioShack Corp. recently laid off around 400 workers via
electronic messages, The Boston Globe reports.  

Due to certain negative trends in its business, the Company
disclosed early this year a turnaround program with these goals:

   -- increase the average unit volume of RadioShack company-
      operated store base;

   -- rationalize cost structure; and

   -- grow profitable square footage in its store portfolio.

The Company's turnaround program has two fundamental work streams:

   -- eliminating assets and activities which earn poor returns,
      distract from efforts to improve core RadioShack stores, or
      offer limited growth prospects going forward; and

   -- investing in assets and activities which have the opposite
      characteristics of those that it will eliminating.

The Company is replacing slower-moving merchandise with new,
faster-moving merchandise.  During the fourth quarter of 2005 and
the first quarter of 2006, the Company identified underperforming
inventory for replacement and are liquidating these items.  It is
using the space freed up through this liquidation for other
merchandise.

The Company is also concentrating its efforts and investments on
improving top-performing stores.  To do so, as of July 31, 2006,
it has identified and closed approximately 480 of RadioShack
company-owned stores, based on criteria such as weak financial
performance, poor real estate, subpar brand representation, and
high likelihood to transfer sales to other RadioShack stores.  
The Company's decision to close these stores was made on a store-
by-store basis, and there is no geographic concentration of
closings for these stores.

In addition, the Company will close two distribution centers in
Charleston, South Carolina, and Southaven, Mississippi, and has
closed or sold five service centers.  The Company is reviewing
overhead expenses to identify potential sources of cost reduction
and to focus its resources.

                       About RadioShack

Fort Worth, Texas-based RadioShack Corporation --
http://www.RadioShackCorporation.com/-- is a consumer electronics  
specialty retailers and a growing provider of retail support
services.  The company operates a network of sales channels,
including: more than 6,000 company and dealer stores; more than
100 RadioShack locations in Mexico and Canada; and nearly 800
wireless kiosks.  

                         *     *     *

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Fitch Ratings downgraded these ratings for RadioShack Corporation:

   -- Issuer Default Rating to 'BB+' from 'BBB'
   -- Bank credit facility to 'BB+' from 'BBB'
   -- Senior unsecured notes to 'BB+' from 'BBB'
   -- Commercial paper to 'B' from 'F2'

The Rating Outlook is Stable.


REAL ESTATE: Has Until Sept. 13 to File Schedules & Statements
--------------------------------------------------------------
The Hon. Mary P. Gorman of the U.S. Bankruptcy Court for the
Central District of Illinois gave Real Estate Investors of
Decatur until Sept. 13, 2006, to file its schedules of assets
and liabilities and statements of financial affairs.

The Court had required the Debtor to file missing documents and
other information on or before Aug. 24, 2006.  However, the Debtor
asked for an extension saying it needed more time to file the
required documents due to the complexity of its case.

The Debtor said that it had been unable to submit the documents
because it had devoted substantial time towards crafting a
consensual resolution with its creditors.

Headquartered in Decatur, Illinois, Real Estate Investors of
Decatur, LLC, own four hotel in Illinois.  The Company filed
for chapter 11 protection on Aug. 9, 2006 (Bankr. C.D. Ill.
Case No. 06-71033).  John Barr, Esq., at Barr & Barr represents
the Debtor in its restructuring efforts.  When the Debtor filed
for protection from its creditors, it estimated assets and
debts between $10 million and $50 million.


REFCO INC: Chap. 7 Trustee Objects to West Loop's $10.6 Mil. Claim
------------------------------------------------------------------
Albert Togut, the Chapter 7 trustee overseeing the liquidation of
Refco, LLC's estate, asks the United States Bankruptcy Court for
the Southern District of New York to disallow and expunge Claim
No. 269 filed by West Loop Associates, Inc., for $10,618,777.

Mr. Togut contends that the Claim arises from a commercial office
lease to which Refco LLC was never a party.  The West Loop Claim
lacks any legal or factual basis for Refco LLC's estate to be
liable to West Loop.

Mr. Togut explains that Refco Group Ltd., LLC and West Loop's
predecessor-in-interest, 550 Jackson Associates Limited Liability
Company, were parties to the lease dated as of April 24, 2001,
for certain office space located at 550 West Jackson Boulevard in
Chicago, Illinois.  RGL rejected the Lease, effective
Aug. 15, 2006.

Refco LLC, Mr. Togut says, is merely a tenant under the RGL Lease.

Refco Inc., and its debtor-affiliates sought extension of their
deadline to make lease dispositions, West Loop objected and, among
other things, represented to the Court that Refco LLC was an
"additional lessee" on the RGL Lease because (i) second floor
expansion rights were exercised pursuant to a writing executed by
Refco LLC in April 2004; and (ii) Refco LLC entered into
agreements with contractors to improve the space it was occupying.

However, Mr. Togut tells Judge Drain that the Expansion Letter
was erroneously printed on Refco LLC letterhead.  Moreover, West
Loop expressly acknowledged in a third amendment to the RGL Lease
that RGL -- and not Refco LLC -- previously exercised its right
to take additional space on the second floor.

In support of its claim, West Loop:

    -- contends that Refco LLC "assumed" RGL's obligations under
       the RGL Lease;

    -- alleges that it incurred costs as a result of contractors'
       filing mechanics liens against the Premises and that Refco
       LLC is liable for the mechanics liens under the Bankruptcy
       Code; and

    -- makes an unsubstantiated and generalized allegation that
       Refco LLC has committed some sort of fraud.

Mr. Togut points out that the RGL Lease clearly provides that RGL
affiliates were permitted to occupy the Premises without incurring
any direct liability under the Lease.  Moreover, RGL, as tenant,
is liable for costs incurred by the Landlord as a result of
mechanic liens but that liability does not extend to RGL's
affiliates.

Mr. Togut also notes that West Loop's mechanics lien claims have
been resolved consensually.  The Refco LLC Trustee was able to
broker an agreement with RGL and West Loop wherein RGL paid almost
$750,000 to the holders of the mechanics liens to satisfy their
claims and have the liens against the Premises removed.  The
Trustee agreed to reimburse RGL's estate for the payments made.  
West Loop received a release from liability from the contractors
on account of those mechanics lien claims, Mr. Togut says.

West Loop's allegation that Refco LLC committed fraud is a naked
allegation, Mr. Togut tells the Court.  Mr. Togut says he is
unaware of the basis for West Loop's contention as it is a non-
specific allegation without any evidence.

Under Illinois law, as elsewhere, fraud must be pled with
particularity and contain specific factual allegations, Mr. Togut
reminds the Court, citing Board of Education v. A, C and S, Inc.,
et al., 131 Ill.2d 428, 137 Ill. Dec. 635, 546 N.E.2d 580 (Ill.
Sup. Ct. 1989).

Mr. Togut also asserts that West Loop's general averment of fraud
does not satisfy the pleading requirements of Rule 9(b) of the
Federal Rules of Civil Procedure and, therefore, must be
rejected.

                     About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Chapter 7 Trustee Says Goodman's Claim Has No Merit
--------------------------------------------------------------
Before Refco Inc., and its debtor-affiliates filed for bankruptcy,
Richard Goodman filed a complaint against Refco, LLC, and Refco
Group, Ltd., LLC, in the U.S. District Court for the Eastern
District of Michigan.  The Complaint sought to recover from the
Chapter 7 Debtor $40,000,100:

   -- $35,000,000 for punitive damages that Mr. Goodman allegedly
      incurred as a result of his participation in a failed
      "Ponzi" scheme orchestrated by Charles Mady; and

   -- $5,100,000 for compensatory damages.

Under the Complaint, Mr. Goodman asserted claims against Refco
LLC for:

   * negligence, fraud, conspiracy, and aiding and abetting;

   * fraud, aiding and abetting under the Commodity Exchange
     Act;

   * violations of the Racketeer Influenced and Corrupt
     Organizations Act;

   * liability on certain accounts; and

   * vicarious liability.

Vincent E. Lazar, Esq., at Jenner & Block LLP, in New York,
relates that those claims -- collectively known as Claim No. 160
-- all share the same purported factual predicate: that the
Debtor was complicit in a fraud perpetrated by Mr. Mady, and it
somehow breached a duty of care allegedly owed to Mr. Goodman.

Mr. Lazar asserts that Claim No. 160 is without merit.  He tells
Judge Drain that Mr. Goodman was not a customer of Refco LLC or
Lind-Waldock & Company.  Instead, Mr. Goodman voluntarily
invested millions of dollars with his friend and business
partner, Mr. Mady, who misrepresented himself to Mr. Goodman and
others as a commodity pool operator. In reality, Mr. Mady was
never registered as a commodity pool operator, and instead
commingled the money from Mr. Goodman and other investors in Mr.
Mady's personal accounts at Lind-Waldock, and provided Mr.
Goodman and the other investors with false information regarding
the status of their investments.

After the scheme was exposed, Mr. Lazar continues, the Commodity
Futures Trading Commission brought an action against Mr. Mady,
charging him under the CEA with fraud, misappropriation, failure
to register as a commodity pool operator, and improperly
commingling funds.  Mr. Mady has since been indicted.

Against this backdrop, Albert Togut, the Court-appointed trustee
overseeing Refco, LLC's liquidation, asks Judge Drain disallow
and expunge, in its entirety, Mr. Goodman's Claim No. 160 because
the Debtor was not in any way responsible for, or complicit in,
the Ponzi scheme.

Mr. Togut asserts that any alleged claims that Mr. Goodman may
have as a result of his investment losses lies against Mr. Mady,
and not against Refco LLC.

To the extent Mr. Goodman contests the Objection, Mr. Togut asks
the Court to establish a briefing, and, if necessary, a discovery
schedule at a later date.

                     About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 39; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RIVERSTONE NETWORKS: U.S. Trustee Wants Ch. 11 Trustee Appointed
----------------------------------------------------------------
The Office of the U.S. Trustee for Region 3 has asked the U.S.
Bankruptcy Court for the District of Delaware to appoint a Chapter
11 Trustee to take over Riverstone Networks, Inc.'s management,
the Associated Press reports.

Federal bankruptcy regulators believe that there has been fraud,
dishonesty or criminal conduct in the management of the former
Riverstone Networks.  However,  The Associated Press says that
court documents filed by the arm of the Justice Department
overseeing bankruptcies is not clear on whether the alleged fraud
occurred prior to or after the Debtor's chapter 11 filing in
February.

The bankruptcy overseers also want the Debtor's corporate leaders
to reveal details of the suspected misconduct, which are allegedly
outlined in a secret report.  

Noah Mesel, the Debtor's general counsel resigned last week as the
Company's post-interim president after Board members reviewed the
secret report.  Mr. Mesel is suspected of destroying evidence,
including a computer's hard drive, according to documents filed by
lawyers for shareholders in the bankruptcy case.  Jerome Birn,
Esq.,  Mr. Mesel's attorney, said his client would be filing a
response to the U.S. Trustee's papers.  

The Court will convene a hearing on Sept. 7, 2006, to consider the
U.S. Trustee's request for the appointment of a Chapter 11
Trustee.

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


SAINT VINCENTS: Has Until October 20 to File Reorganization Plan
----------------------------------------------------------------
The Honorable Adlai S. Hardin of the U.S. Bankruptcy Court for the
Southern District of New York extends the periods within which
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates have the exclusive right to:

    * file a plan of reorganization through and including
      October 20, 2006; and

    * solicit acceptances of that plan through and including
      January 16, 2007.

The extensions of the Exclusive Periods will automatically be
extended for an additional 30 days if the Official Committee of
Unsecured Creditors and the Debtors file a certification stating
that certain conditions to further extend the Exclusive Periods
have been satisfied.

Judge Hardin rules that the extensions of the Exclusive Periods
are without prejudice to any future requests by the Debtors or any
party-in-interest.

Any objection not otherwise settled, resolved, or withdrawn is
overruled, Judge Hardin says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 33 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Taps Massey Knakal Realty as Broker
---------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates have determined to dispose of certain parcels of
real property that are unlikely to be a part of their reorganized
structure.  To maximize the value to be received, the Debtors
require the services of an experienced real estate broker.

The Debtors seek authority from the U.S. Bankruptcy Court for the
Southern District of New York to employ Massey Knakal Realty
Services as their real estate brokers to assist in the disposition
of marketed and potential properties pursuant to the terms of a
brokerage agreement.

Guy Sansone, chief executive officer and chief restructuring
officer of Saint Vincent's Catholic Medical Centers, relates that
Massey Knakal is well-qualified to find a buyer for the Properties
in the most efficient and cost-effective manner because it has
extensive experience with the real estate aspects of Chapter 11
cases, expertise in New York City real estate, and familiarity
with the Debtors' businesses and real property.

As broker for the Debtors, Massey Knakal will:

    * sell, net lease, or dispose of all or any portion of the
      Debtors' Properties at the Debtors' direction;

    * review all inquiries, proposals and offers received by the
      Debtors regarding the Properties; and

    * conduct all negotiations with respect to the sale, net
      leasing or other disposition of the Properties.

Massey Knakal will be paid a commission of:

    -- 4% of the gross sales price for Properties with a gross
       sales price of $1,000,000 or less, if the firm is the only
       broker, or 5% if there is a co-broker;

    -- 3% of the gross sales price for Properties with a gross
       sales price between $1,000,000 and $10,000,000, if it is
       the only broker, or 4% if there is a co-broker; and

    -- 3% of the gross sales price for the St. Mary's Property,
       whether or not there is a co-broker.

The Debtors ask the Court to allow Massey Knakal's Commission in
lieu of periodic fee applications.

The parties' Brokerage Agreement is effective until September 15,
2006, and will continue until a party gives a 20-day written
notice of cancellation.  Unless the termination is for cause, the
Debtors will pay Massey Knakal's commission, if within 90 days
after the termination of the Brokerage Agreement the Debtors will
have:

    (a) secured a sale, net lease, or other disposition of a
        Property to a person or entity with whom Massey Knakal had
        engaged in active negotiations; or

    (b) entered into negotiations for the sale, net lease or other
        disposition of a Property, and will consummate the
        transaction with a designated purchaser.

Timothy D. King, chief operating officer of Massey Knakal,
assures the Court that his firm and all of its employees are
"disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.  Neither Massey Knakal nor any of
its professionals holds any interest materially adverse to the
Debtors' estate, according to Mr. King.

Mr. King further relates that Massey Knakal has disclosed
possible relationships with parties-in-interest in the Debtors'
Chapter 11 cases.  Wyckoff Heights Medical Center is permitted to
retain Massey Knakal to broker various pieces of property to be
transferred by the Debtors to Wyckoff.  Massey Knakal has agreed
to terminate all prior agreements with the Debtors, and forever
release the Debtors from any claims related to Parsons Manor in
Queens.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 33 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SALLY WRIGHT: Case Summary & 14 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Sally Jean Lewis-Wright
        dba Lewis Rental Properties
        1140 Nichols Lane
        Adams, TN 37010

Bankruptcy Case No.: 06-04739

Chapter 11 Petition Date: August 30, 2006

Court: Middle District of Tennessee - Nashville

Judge: George C. Paine II

Debtor's Counsel: Robert James Gonzales, Esq.
                  Tara Lesley Kraemer, Esq.
                  MGLAW PLLC
                  2525 West End Avenue, Suite 1475
                  Nashville, TN 37203
                  Tel: (615) 846-8000
                  Fax: (615) 846-9000

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                           Claim Amount
   ------                           ------------
Dodson Parker & Behm                     $15,000
Donald Capparella
P.O. Box 198806
Nashville, TN 37219-8806

Chase Visa                               $13,225
P.O. Bo 15298
Wilmington, DE 19850-5298

Bank of America                          $10,026
P.O. Box 1516
Newark, NJ 07101-1516

Farmers & Merchants Bank                 $10,000
322 Main Street
Clarksville, TN 37040

Buddi Lewis Sueiro-Dean                   $9,874
1160 Nichols Lane
Adams, TN 37010

Chase Mastercard                          $7,115

Sears Mastercard                          $6,062

Citi Premier Card                         $9,930

Discover Platinum                         $5,430

Lowes Business Account                    $2,370

Home Depot                                $2,176

Johnstone Supply                          $2,071

Orgain Building Supply                      $524

Hardware City                               $429


SIMON WORLDWIDE: Equity Deficit Triples to $2.59MM at June 30
-------------------------------------------------------------
Simon Worldwide Inc. incurred a $1,079,000 net loss for the second
quarter ending June 30, 2006, the Company disclosed in a Form 10-Q
report filed with the Securities and Exchange Commission.  

As of June 30, 2006, the Company's balance sheet showed
$30,548,000 in assets.  The Company's equity deficit tripled
to $2,589,000 at June 30, 2006, from a $841,000 deficit at
Dec. 31, 2006.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2006, BDO
Seidman, LLP, expressed substantial doubt about Simon Worldwide's
ability to continue as a going concern after it audited the
Company's financial statements for the years ended Dec. 31, 2005.  
The auditing firm points to the Company's significant losses from
operations, lack of operating revenue, and stockholders' deficit.

As a result of the loss of its customers, the Company no longer
has any operating business.  Since August 2001, the Company has
concentrated its efforts on reducing its costs and settling
numerous claims, contractual obligations and pending litigation.  
As a result of these efforts, the Company has been able to resolve
a significant number of outstanding liabilities that existed at
December 31, 2001, or arose subsequent to that date.  At June 30,
2006, the Company had reduced its workforce to 4 employees from
136 employees at December 31, 2001.  The Company is currently
managed by the Chief Executive Officer, together with a principal
financial officer and an acting general counsel.

                 Liquidity and Capital Resources

By utilizing cash received pursuant to the settlement with
McDonald's in 2004, the Company's management believes it has
sufficient capital resources and liquidity to operate the Company
for the foreseeable future.  In connection with the Company's
settlement of its litigation with McDonald's and related entities,
the Company received net cash proceeds, after attorney's fees, of
approximately $13 million and due to the elimination of
liabilities associated with the settlement of approximately
$12 million, the Company recorded a gain of approximately
$25 million in 2004.  

The Board of Directors continues to consider various alternative
courses of action for the Company, including possibly acquiring or
combining with one or more operating businesses.  The Board of
Directors has reviewed and analyzed a number of proposed
transactions and will continue to do so until it can determine a
course of action going forward to best benefit all shareholders,
including the holder of the Company's outstanding preferred stock.   
The Company cannot predict when the Directors will have developed
a proposed course of action or whether any such course of action
will be successful.  Management believes it has sufficient capital
resources and liquidity to operate the Company for the foreseeable
future.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?10bb

Headquartered in Los Angeles, California, Simon Worldwide Inc. is
a diversified marketing and promotion agency with offices
throughout North America, Europe and Asia.  The Company has worked
with some of the largest and best-known brands in the world and
has been involved with some of the most successful consumer
promotional campaigns in history.  Through its wholly owned
subsidiary, Simon Marketing, Inc., the Company provides
promotional agency services and integrated marketing solutions
including loyalty marketing, strategic and calendar planning, game
design and execution, premium development and production
management.


SYMBOLLON PHARMACEUTICALS: Incurs $645,770 Net Loss in 2nd Quarter
------------------------------------------------------------------
Symbollon Pharmaceuticals, Inc., incurred a $645,770 net loss on
$39,833 of revenues for the second quarter ending June 30, 2006,
the Company disclosed on a Form 10-Q report filed with the
Securities and Exchange Commission.

As of June 30, 2006, the Company's balance sheet showed $1,404,029
in assets and $1,193,818 in equity.

                       Going Concern Doubt

Vitale, Caturano & Company, Ltd., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ending Dec. 31, 2005.  The auditor pointed to the
Company's recurring losses from operations and accumulated
deficit.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?10c3

Symbollon Pharmaceuticals, Inc. -- http://www.symbollon.com/--  
develops and commercializes proprietary iodine-based
pharmaceutical agents and antimicrobials.


TECH DATA: Posts $155 Million Net Loss in Quarter Ended July 31
---------------------------------------------------------------
Tech Data Corporation generated $4.9 billion of net sales for the
second quarter, an increase of 2.7% from $4.8 billion in the
second quarter of fiscal 2006 and flat sequentially as compared to
the first quarter of the current fiscal year.

The company recorded a net loss of $155.5 million for the second
quarter ended July 31, 2006.  This compares to a net loss of
$59.4 million, including income from discontinued operations of
$0.7 million, for the prior-year period.

Results for the second quarter of fiscal 2007 include a non-cash
charge of $136.1 million for goodwill impairment as a result of
the company's performance in the EMEA region (Europe, Middle East
and export sales to Africa) and an $8.4 million non-cash charge to
increase the valuation allowance for certain deferred tax assets
related to the EMEA region.  In addition, second-quarter results
for fiscal 2007 include $11.2 million of restructuring charges and
$1.6 million of consulting costs related to the company's EMEA
restructuring program launched in May 2005.

"The second quarter proved challenging, as difficult market
conditions in EMEA coupled with distractions from our
restructuring initiatives slowed our progress in delivering
improved profitability," commented Steven A. Raymund, Tech Data's
chairman and chief executive officer.  "While it will take longer
than previously anticipated to reach an acceptable level of
profitability in EMEA, our efforts to date have been productive -
strengthening our foundation for improvement.  We will continue to
invest in programs that optimize our sales, pricing and inventory
management practices and support our long-term potential in both
the Americas and EMEA."

                  EMEA Restructuring Program

The company recorded $11.2 million of charges during the second
quarter of fiscal 2007 related to its EMEA restructuring program
comprised of $10.3 million related to workforce reductions and
$900,000 related to the write-off of fixed assets and facility
consolidations.

Since initiating the restructuring program in May 2005, the
company has recorded $48.6 million in restructuring charges.  The
company has substantially completed the initiatives related to its
restructuring program, and expects to complete the remaining tasks
during the third quarter, bringing the total program costs to an
estimated range $55 million to $57 million, slightly above the
range provided last quarter.

The program and related actions have been designed to better align
the EMEA operating cost structure with the current business
environment and improve overall operating efficiencies.

                         Business Outlook

For the third quarter ending October 31, 2006, the company
anticipates net sales to be in the range of $5.10 billion to
$5.25 billion.  With respect to net income and net income per
diluted share, the company does not currently believe that it
would be appropriate to provide specific guidance primarily due to
the challenging environment in EMEA.

                         About Tech Data

Founded in 1974, Tech Data Corporation (NASDAQ:TECD) --
http://www.techdata.com/-- is a distributor of IT products, with  
more than 90,000 customers in over 100 countries.  The company's
business model enables technology solution providers,
manufacturers and publishers to cost-effectively sell to and
support end users ranging from small-to-midsize businesses to
large enterprises.

                         *     *     *

As reported in the Troubled Company Reporter on March 27, 2006,
Fitch Ratings revised Tech Data Corp.'s Rating Outlook to Stable
from Positive and affirmed the company's 'BB+' issuer default
rating and 'BB+' senior unsecured bank credit facility.  The 'BB'
subordinated debt rating was withdrawn, following TECD's
repurchase of the $290 million convertible subordinated debentures
in December 2005.

As reported in the Troubled Company on March 20, 2006, Moody's
Investors Service affirmed Tech Data Corp.'s Ba1 corporate family
rating and changed the outlook to negative from stable.

Tech Data Corp.'s 2% Convertible Subordinated Debentures due 2021
also carry Standard & Poor's BB+ rating and Fitch Ratings' BB
rating.


TITANIUM METALS: Board Declares Dividend on 6-3/4% Preferred Stock
------------------------------------------------------------------
Titanium Metals Corporation's board of directors has declared a
quarterly dividend of $0.84375 per share on its 6-3/4% Series A
Preferred Stock.

The dividends are payable on Sep. 15, 2006 to stockholders of
record as of the close of business on Sept. 1, 2006.

Headquartered in Denver, Colorado, Titanium Metals Corporation
(NYSE: TIE) -- http://www.timet.com/-- is a worldwide producer of  
titanium metal products.

                           *     *     *

Moody's Investors Services placed a Caa1 issuer rating and B3 LT
Corp Family Rating on Titanium Metals.


TIX CORP: Balance Sheet Upside-Down by $1,631,570 as of June 30
---------------------------------------------------------------
Tix Corp. earned $40,257 on $1,292,497 of revenues for the
second quarter ending June 30, 2006, the Company disclosed on a
Form 10-QSB report filed with the Securities and Exchange
Commission.

As of June 30, 2006, the Company had $1,493,386 in assets.  The
Company's equity deficit narrowed to $1,631,570 at June 30, 2006,
from a $2,399,569 deficit at Dec. 31, 2005.

                       Going Concern Doubt

Weinberg & Company, P.A., the Company's auditor, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statements
for the year ending Dec. 31, 2005.  The auditor pointed to net
loss, working capital deficiency stockholders' deficiency.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?10c4

Tix Corp. conducts the operations of Tix4Tonight at four locations
in Las Vegas, Nevada: South Strip at the Hawaiian Marketplace
Shopping Center (which commenced operations in November 2005 and
replaced the location next to the Harley-Davidson Cafe at Harmon);
the Fashion Show Mall Strip entrance in front of Neiman-Marcus
(which commenced operations in February 2005); North Strip across
from the Stardust Hotel and Casino; and in downtown Las Vegas at
the Four Queens Hotel fronting onto the Fremont Street Experience
(which commenced operations in December 2005).


TOWER RECORDS: Wants Court Nod on Akin Gump as Special Counsel
--------------------------------------------------------------
MTS, Inc., dba Tower Records, and its debtor-affiliates ask the
U.S. Bankruptcy Court for the District of Delaware for permission
to employ Akin, Gump, Strauss, Hauer & Feld LLP as their special
counsel, nunc pro tunc to Aug. 20, 2006.

The Debtors tell the Court that Akin Gump will be their special
counsel with regard to the sale of their assets.

The Debtors remind the Court that following their 2004
Restructuring, they explored sale options.  The Debtors relate
that although a number of potential buyers participated in the
process, no bid was received that was sufficient to pay their
debts in full.  The Debtors say that they filed their second
chapter 11 petition after determining that non e of the potential
offers could be successfully pursued other than under the
provisions of Section 363 of the Bankruptcy Code.

Peter Gurfein, Esq., a partner at Akin Gump, tells the Court the
he bills $650 per hour.  The firm's other professionals bill:

       Professional               Designation        Hourly Rate
       ------------               -----------        -----------
       John Strickland, Esq.      Partner               $695
       Steven H. Scheinman, Esq.  Partner               $650
       Shahzad Malik, Esq.        Partner               $465
       Alana Martell, Esq.        Associate             $350
       Patrick J. Ivie, Esq.      Associate             $325

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

Mr. Gurfein can be reached at:

         Peter Gurfein, Esq.
         Akin, Gump, Strauss, Hauer & Feld LLP
         2029 Century Park East, Suite 2400
         Los Angeles, California 90067
         Tel: (301) 229-1000
         Fax: (301) 229-1001
         http://www.akingump.com/

Headquartered in West Sacramento, California, MTS, Inc., dba Tower
Records -- http://www.towerrecords.com/-- is a retailer of music   
in the U.S., with nearly 100 company-owned music, book, and video
stores.  The Company and seven of its affiliates filed for chapter
11 protection on Aug. 20, 2006 (Bankr. D. Del. Case Nos. 06-10886
through 06-10893).  Richards, Layton & Finger, P.A. and O'Melveny
& Myers LLP represent the Debtors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.

The Company and its affiliates previously filed for chapter 11
protection on Feb. 9, 2004 (Bankr. D. Del. Lead Case No.
04-10394).  The Court confirmed the plan on March 15, 2004.


TURNING STONE: Moody's Rates Proposed $160 Mil. Sr. Notes at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 to Turning Stone Casino
Resort Enterprise's proposed $160 million senior unsecured notes
due 2014.  At the same time, Turning Stone's Ba3 corporate
family rating was affirmed and the company's existing B1 rated
$160 million senior unsecured notes due 2010 were raised to
Ba3 under the assumption that the new transaction will
successfully close.

If the new transaction does not occur as planned, the rating on
Turning Stone's existing senior unsecured notes due 2010 could
drop back down to B1. The ratings outlook is stable.

Proceeds from the new senior unsecured note offering will be used
to refinance $107 million of tax-exempt bonds, make a one-time $15
million distribution to the Oneida Indian Nation of New York, pay
$4 million of related fees and expenses, and increase cash
balances by $34 million.

The ratings and stable outlook reflect Turning Stone's relatively
low leverage, virtually unchallenged market position, and
significant increases in gaming and non-gaming revenues and win-
per-unit statistics following the substantial completion of its
$343 million property expansion.  Key credit concerns include
Turning Stone's relatively small size and single asset profile,
and acknowledges the longer-term risk that expanded tribal gaming
in New York as well as the expansion of gaming in other
neighboring jurisdictions could have a negative impact on the
company's operating results.  The timing and degree of competition
from these sources, however, are still largely uncertain.  The
ratings also consider Turning Stone's ability
to make substantial distributions.

The Ba3 rating on the new senior notes, along with the upgrade of
Turning Stone's existing senior notes to Ba3, considers that on a
pro forma basis, there will be no material senior secured debt
ahead of the notes.  The new notes will rank pari passu with
Turning Stone's existing $160 million senior unsecured notes which
also benefit from the drop in outstanding senior secured debt
obligations.

The ratings and outlook also recognize that despite the fact that
in 2004, a New York State court declared that the Oneida Nation's
compact is invalid under state law, and that requests have been
made by certain citizen groups to the National Indian Gaming
Commission and United States Attorney, no action has been taken by
either party.  The Oneida Nation intends to petition the United
States Supreme Court to review the state ruling, and the Supreme
Court has granted the Oneida Nation an extension of time, to Oct.
2006, to file the petition.

At this time, Moody's believes that a closure of Turning Stone's
casino is unlikely to occur as a result of this litigation matter.  
In the event that the federal government chooses to take any
action that would impair casino operations, ratings could be
negatively impacted.  This litigation matter, however, currently
limits any ratings upside at this time.

Moody's previous rating action on Turning Stone occurred on
May 20, 2003 with the assignment of B1 to the company's
$25 million add-on to its existing 9.125% senior unsecured notes.

Turning Stone Casino Resort owns and operates a gaming,
entertainment and hotel facility located approximately 30 miles
east of Syracuse, New York.  Turning Stone is a business
enterprise of the Oneida Indian Nation which is located in New
York.  Net revenue for the latest 12-month period ended June 30,
2006 was close to $330 million.  Pro forma for proposed senior
note offering, total outstanding debt is $320 million.


TURNING STONE: S&P Downgrades Issuer Credit Rating to B+ from BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on Turning
Stone Casino Resort Enterprise, including its issuer credit rating
to 'B+' from 'BB-'.

At the same time, Standard & Poor's assigned its 'B+' rating to
the proposed $160 million senior unsecured notes due 2014.  Net
proceeds from this offering are expected:

   * to be used to refinance existing debt;

   * to pay a $15 million dividend to the Oneida Indian Nation;
     and

   * to provide $34 million of extra liquidity for casino
     operations.

Standard & Poor's also affirmed its 'B+' rating on the existing
senior unsecured notes.  This affirmation assumes that the
previously outlined refinancing transaction occurs as expected,
which would eliminate the presence of meaningful priority debt
ahead of the existing senior unsecured notes.  In the event that
the refinancing transaction does not occur as expected and the
primarily obligation remains outstanding, the rating on the
existing senior unsecured notes would be lowered by one notch.  
The outlook is developing.

"The downgrade reflects our concerns associated with ongoing
litigation pertaining to several issues that, if not resolved
favorably, could meaningfully hurt the Nation's credit profile,"
said Standard & Poor's credit analyst Emile Courtney.

These issues include:

   * the ruling by the New York State Supreme Court that the
     Nation's gaming compact with the state is invalid under state
     law;

   * the denial by the New York State Court of Appeals of the
     Nation's motion to appeal this ruling;

   * the state's efforts to end the use of multi-game machines at
     Turning Stone; and

   * the Nation's land claims against the state.

While no new rulings have occurred, and the state has not made any
attempts to interrupt business at the casino, in a worse case,
these issues could meaningfully weaken business conditions at
Turning Stone.

While Standard & Poor's believes that these matters between the
Nation and the State will most likely be resolved through
negotiation, and will not result in a closure of the facility,
currently there appears to be limited progress on this front.

The new rating more appropriately reflects the continuing
uncertainty as a result of these issues.  The next development is
expected to be a petition by the Nation to the U.S. Supreme Court
for a writ of certiorari regarding the State of New York's claim
that the Nation's compact is invalid under the state law.  This is
expected to occur in October.


TXU CORP: Sees Over $10 Billion Investment in Texas
---------------------------------------------------
Forty-five city councils, school boards, other community
organizations and community leaders have publicly endorsed TXU
Corp.'s Powering the Future of Texas initiative.  This plan
includes a more than $10 billion investment in Texas that adds
much needed, reliable electric generating supplies, saves
customers money, and creates jobs -- all while lowering key
emissions.

"While certain big city mayors have expressed opposition to TXU's
plan, community leaders, elected officials and residents near the
proposed locations are expressing their support," said Mike
McCall, CEO of TXU Wholesale.  "TXU's plan will meet the urgent
power needs of Texas, lower wholesale power prices, create tens of
thousands of jobs and improve air quality, and there is clear
public support for that in these communities."

"I understand Dallas and other big cities need to do things to
clean up the air in their areas," said Sandra Hodges, Rusk County
Judge.  "TXU has taken a huge step to help the entire state,
including the big cities, by committing to reduce emissions.  But,
the big cities need to focus on the real cause of their problems.  
They should stop trying to interfere in the progress this will
bring to our communities."

Endorsements and resolutions of support for TXU's plan include:
Bremond Chamber of Commerce, Bremond City Council, Calvert City
Council, City of Colorado City, Colorado City Commissioners Court,
Colorado City Independent School District, Fairfield City Council,
Fairfield Independent School District, Franklin Chamber of
Commerce, Franklin City Council, Franklin Independent School
District, Hallsburg Independent School District, Hearne Chamber of
Commerce, Hearne Economic Development Corporation, Henderson City
Council, Henderson Chamber of Commerce, Henderson Economic
Development Corporation, Mitchell County Board of Economic
Development, Mitchell County Commissioners Court, Mount Pleasant
Chamber of Commerce, Mount Pleasant City Council, Mount Pleasant
Independent School District, Northeast Texas Community College
Board of Trustees, Robertson County Commissioners Court, Rusk
County Commissioners Court, Savoy City Council, Savoy Independent
School District, Tatum Independent School District, Titus County
Chamber of Commerce, Titus County Commissioners Court, and Titus
Regional Medical Center.

Elected officials and other individual community leaders who have
written letters supporting local projects within the TXU plan
include: State Senator Robert Duncan (District 28), State
Representative Scott Campbell (District 72), State Representative
Byron Cook (District 8), Mayor Tex Hatley (Hallsville), Pat Adam
(Titus County), Don and Darlene Kyser (McClennan County), Hudson
Old (Titus County), Kathie Partain (Freestone County), Cappy Payne
(Titus County), Mike Ratliff (Mitchell County), Charles Smith
(Titus County), David Stubblefield (Mitchell County), and Michelle
Wilson (Titus County).

Over the next decade, Texas is expected to add six million new
residents -- more than the entire population of Tennessee -- and
the state's economy is rapidly expanding.  Experts at the Electric
Reliability Council of Texas warn that without new power
generation the state's power reserves could drop below reliable
levels by 2008.

TXU's plan -- to invest more than $10 billion to build 11 new
coal-fired power generation units at existing sites -- adds much
needed power, lowers wholesale power costs by an estimated
$1.7 billion annually and creates thousands of jobs and, according
to the independent air modeling analysis requested by state and
local officials and recently released by the Texas Environmental
Research Consortium, improves air quality.  The company plans to
spend up to $2.5 billion of its investment to retrofit equipment
and adjust the fuel mix at existing plants to reduce emissions,
and to use the best available environmental control technology at
the new plants.  TXU has formally asked state regulators to make
its emissions reduction commitments binding and legally
enforceable.

                         About TXU Corp.

Based in Dallas, Texas, TXU Corp. -- http://www.txucorp.com/--   
is an energy company that manages a portfolio of competitive and
regulated energy businesses in North America.  In TXU Corp.'s
unregulated business, TXU Energy provides electricity and related
services to 2.5 million competitive electricity customers in
Texas, more customers than any other retail electric provider in
the state.  TXU Power has over 18,300 megawatts of generation in
Texas, including 2,300 MW of nuclear and 5,837 MW of lignite/coal-
fired generation capacity.  The company is also one of the largest
purchasers of wind-generated electricity in Texas and North
America.  TXU Corp.'s regulated electric distribution and
transmission business, TXU Electric Delivery, complements the
competitive operations, using asset management skills developed
over more than one hundred years, to provide reliable electricity
delivery to consumers.  TXU Electric Delivery operates the largest
distribution and transmission system in Texas, providing power to
more than 2.9 million electric delivery points over more than
99,000 miles of distribution and 14,000 miles of transmission
lines.

TXU Corp.'s 6.55% Senior Notes due 2034 carry Moody's Investors
Service's Ba1 rating and Standard & Poor's BB+ rating.


USA COMMERCIAL: Creditors Panel Taps Sierra as Financial Advisor
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in USA
Commercial Mortgage Company's Chapter 11 case asks the Honorable
Linda B. Riegle of the U.S. Bankruptcy Court for the District of
Nevada in Las Vegas for authority to retain Sierra Consulting
Group, LLC, as its financial advisor.

Sierra Consulting will:

   a. perform historic financial analyses and review of the
      USA Mortgage's books and records;

   b. assist in analyzing the loans, assets and other liabilities
      of USA Mortgage;

   c. develop recommendations on loans that may require additional
      funding or disposition;

   d. assist USA Mortgage and the Committee in identifying sources
      of capital, if necessary;

   e. assist the Committee and counsel in developing positions and
      strategies with respect to various facets of these
      proceedings;

   f. work with the Debtors' financial advisor and counsel in
      developing a plan of reorganization and perform feasibility,
      liquidation, and other analyses as may be required;

   g. prepare interim reporting packages to be distributed to
      Committee members and any other interested creditor of
      the Debtor;

   h. assist in determining the liabilities of the Debtor when it
      filed for bankruptcy;

   i. perform financial review of the proceeds that were
      distributed to the various parties, and assist in the
      development of a strategy to recoup those proceeds;

   j. assist in identifying and pursuing any other assets and
      potential causes of action that the Committee may seek to
      recover; and

   k. perform any other services that the Committee and Sierra
      mutually agree upon.

Edward M. Burr, a principal at Sierra Consulting Group, LLC,
disclosed the Firm's hourly rates:

      Designation                        Hourly Rate
      -----------                        -----------
      Principals                             $295
      Directors                              $250
      Associates                             $200
      Paraprofessionals                      $100

Mr. Burr assured the Court that the Firm does not represent or has
any connection with any other entity having an adverse interest in
connection with these cases.

                  USA Commercial Mortgage Company

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital -- http://www.usacapitalcorp.com/-- provides more  
than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  

Thomas J. Allison, a senior managing director at Mesirow Financial
Interim Management LLC, has been employed as Chief Restructuring
Officer for the Debtors.  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, and Annette W. Jarvis, Esq., at
Ray Quinney & Nebeker, P.C., represent the Debtors in their
restructuring efforts.  

Susan M. Freeman, Esq., and Rob Charles, Esq., at Lewis and Roca
LLP represent the Official Committee of Unsecured Creditors of USA
Commercial Mortgage Company.  Edward M. Burr at Sierra Consulting
Group, LLC, gives financial advice to the Creditors Committee of
USA Mortgage.

Marc A. Levinson, Esq., and Jeffery D. Hermann, Esq., at Orrick,
Herrington & Sutcliffe LLP, and Bob L. Olson, Esq., and Anne M.
Loraditch, Esq., at Beckley Singleton, Chartered, represent the
Official Committee of Equity Security Holders of USA Capital
Diversified Trust Deed Fund, LLC.  FTI Consulting, Inc., gives
financial advice to the Equity Committee of USA Diversified.  

Candace C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea &
Carlyon, Ltd., and Jeffrey H. Davidson, Esq., Frank A. Merola,
Esq., and Eve H. Karasik, Esq., at Stutman, Treister & Glatt, PC,
represent the Official Committee of Equity Security Holders of USA
Capital First Trust Deed Fund, LLC.  Matthew A. Kvarda, at Alvarez
& Marsal, LLC, gives financial advise to the Equity Committee of
USA First.

When the Debtors filed for protection from their creditors, they
estimated assets of more than $100 million and debts between $10
million and $50 million.


USG CORP: 38.7 Million Rights Exercised at Recent Offering  
----------------------------------------------------------
USG Corporation reported that 37.95 million rights were exercised
in the company's recently concluded rights offering.  Berkshire
Hathaway Inc. acquired 6.97 million shares in connection with its
role as backstop purchaser for the rights offering.  These shares
include 6.5 million shares underlying rights distributed to
Berkshire Hathaway in connection with the shares it owned on the
record date for the rights offering and 0.47 million shares
underlying rights distributed to other stockholders that were
not exercised in the rights offering.  As a result, Berkshire
Hathaway now owns 13.47 million shares, or 15% of the company's
outstanding common stock.

"We are gratified to see the very high level of participation in
the rights offering," said USG Corporation Chairman and CEO
William C. Foote.  "We appreciate the ongoing  support of
stockholders, including Berkshire Hathaway, which has  been
a significant USG stockholder for more than five years."

The company used a portion of the $1.8 billion gross proceeds from
the rights offering and the Berkshire Hathaway backstop commitment
to repay prepetition bank debt and senior notes, plus accrued
interest, as contemplated in USG's Plan of Reorganization.  
Remaining proceeds, together with other available funds, will be
used as required to make the balance of the payments contemplated  
by USG's Plan of Reorganization and for general corporate
purposes.

The company also reported that its previously disclosed
$2.8 billion credit facility is now effective.  The credit
facility, which is rated Baa3 by Moody's and BB+ by Standard and
Poor's, consists of a $650 million revolving credit facility, a
$1 billion term loan facility and a $1.15 billion tax bridge term
loan facility.

"he successful completion of the rights offering and the
closing of the credit agreement put the company in a sound
financial position," said Foote.  "We are able to meet the
financial obligations of the Plan of Reorganization while still
continuing to implement our strategy to expand our distribution
business, invest in our market-leading wallboard manufacturing
operations and develop new building solutions for our customers."

               USG Deregisters Unexercised Rights

Under the Securities Act of 1933, USG Corp. filed with the
Securities and Exchange Commission on Aug. 15, 2006, a post-
effective amendment to its registration statement to deregister:

   -- 318,985 Rights that were not distributed;

   -- 788,259 shares of common stock that would have been
      issuable upon exercise of those Rights; and

   -- additional 469,274 Rights that were distributed by USG but
      were not exercised.

As previously reported, USG has registered 38,742,221 rights to
purchase common stock, par value $0.10 per share, and 38,742,221
shares of common stock issuable upon exercise of the Rights.

All the unexercised Rights have expired on July 27, 2006.

                            About USG

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading  
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors,
they listed $3,252,000,000 in assets and $2,739,000,000 in debts.  
The Debtors emerged from bankruptcy protection on June 20, 2006.
(USG Bankruptcy News, Issue No. 120; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Court Okays Rothschild Inc. as Financial Advisor
---------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware granted the
request of Werner Holding Co. (DE), Inc., aka Werner Ladder
Company, and its debtor-affiliates, to employ Rothschild, Inc., as
their financial advisors and investment bankers.

The Debtors and Rothschild, Inc., have resolved with Kelly Beaudin
Stapleton, the U.S. Trustee for Region 3, and its objection to the
Application, leaving only the Official Committee of Unsecured
Creditors' objection, relates Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor, LLP in Wilmington, Delaware.

The Debtors maintain that the Transaction Fees and all other fees
to be paid to Rothschild are fair and reasonable.  Moreover, the
non-economic terms of the Letter Agreement, including the
indemnity provisions and the Section 328 of the Bankruptcy Code
standard of review are frequently approved in other retention
cases.

The Debtors and Rothschild also assert that that indemnity
provisions in the Letter Agreement are customary and within the
realm of reasonableness because their standards are even higher
that the indemnity provisions in the letter agreement between the
Committee and Jefferies & Co., its financial advisors.

                          Court Rulings

The Court also orders that:

   (1) the U.S. Trustee will retain all rights to object to
       the Restructuring Fee and the M&A Fee on all grounds,
       including the reasonableness standard provided in Section
       330 of the Bankruptcy Code, provided however, that the
       reasonableness will not be evaluated based on an hourly or
       length of case based criteria;

   (2) Rothschild will not be paid any Lien Fee or Notes Exchange
       Fee and the Restructuring Fee and the M&A Fee will be    
       capped at the greater of $3,000,000 and the amount
       provided in the M&A Fee Schedule:

         Aggregate Consideration      M&A Fee Percentage
         -----------------------      ------------------
                    $100,000,000                   1.75%
                     200,000,000                   1.50
                     300,000,000                   1.25
                     400,000,000                   1.00
                     500,000,000                    .90

   (3) the M&A Fee will be equal to the product of the applicable
       M&A Fee Percentage and the total Aggregate Consideration
       received from all M&A Transactions related to the Debtors;

   (4) the New Indebtedness Fee will be capped at $1,000,000 and
       will not be paid before December 31, 2006, and Section 5
       of the Rothschild Agreement will be modified so that the
       50% crediting will begin after Rothschild has been paid
       the Monthly Advisory Fees in excess of $900,000;

   (5) the Debtors are authorized to indemnify Rothschild
       pursuant to the Letter Agreement but not for any claims
       arising from Rothschild's postpetition performance of any
       services other than the services described under
       the Letter Agreement;

   (6) the Debtors have no obligations to indemnify or provide
       reimbursement to Rothschild for any claim or expense that
       is either:

        (a) judicially determined to have arisen primarily from
            Rothschild's gross negligence, willful misconduct or
            fraud, or

        (b) settled prior to a judicial determination as to  
            Rothschild's gross negligence, willful misconduct or
            fraud, but determined by the Court to be a claim or
            expense for which Rothschild should not receive
            indemnity, contribution or reimbursement under the
            terms of the Application and the Letter Agreement;

   (7) if Rothschild is required to contribute to any losses,
       claims, liabilities or expenses, any limitation of the
       contributions in the Letter Agreement will not apply;
       and

   (8) if before the earlier of an order confirming a Chapter 11
       plan in the Debtors' bankruptcy cases and an order closing
       the Chapter 11 cases, Rothschild believes that it is
       entitled to payments for the Debtors' indemnification,
       contribution and reimbursement obligations under the
       Letter Agreement and the Application, including the
       advancement of defense costs, Rothschild must file an
       application for payment with the Court and the Debtors
       will not pay any amount to Rothschild until the Court
       approves the payment.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.

Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Court Authorizes BOB Plan Payments due July 31
-------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorizes,
but not directs, Werner Holding Co. (DE), Inc., aka Werner Ladder
Company, and its debtor-affiliates, to make payments that are due
as of July 31, 2006, under the Business Optimization Bonus Plan to
the 10 participants that are members of the Debtors' executive
leadership team and insiders, except that:

   (i) Steven R. Richman, Company president and CEO, will not
       receive his July Payment unless he is terminated without
       cause at which time the payment would become due and
       payable;

  (ii) Manufacturing Vice-President Steven R. Bentson's July
       Payment is subject to disgorgement if he will voluntarily
       terminate his employment before Dec. 31, 2006, and by
       accepting payment, he consents to the personal jurisdiction
       of the Court to enforce the disgorgement; and

(iii) the Debtors will complete written evaluations, including a
       detailed basis and justification for the amount of the
       July Payments being awarded, of each ELT Members'
       entitlement to the July Payments, and provide copies of
       the evaluations to the counsel of the Official Committee
       of Unsecured Creditors no later than Sept. 1, 2006.

The Court also rules that:

   (a) the Committee must deliver its objections, if any, to the
       July Payments of the ELT Members to the Debtors' counsel
       in writing no later than Sept. 11, 2006, by which time, the
       Debtors will be authorized to pay the undisputed portion of
       the July Payments;

   (b) the disputed portion of the July Payments will not be made
       and the Court will conduct a telephonic conference on
       Sept. 12, 2006, or any other time as maybe determined by
       the Court before any party takes any further action with
       respect to the disputed July Payments; and

   (c) the Chicago Transition Plan is approved on a final basis
       and the Debtors are authorized but not directed to make
       payments to effectuate the Plan, provided however, that
       prior to making payment of any Chicago Bonus to a
       participating employee under the Chicago Transition Plan,
       the participating employee will execute and deliver to the
       Debtors a release agreement, in which the employee will
       release, waive and discharge the Debtors from any claims
       relating to the Chicago Transition Plan.

Judge Carey orders that the Debtors' other requests with respect
to the BOB Plan, including its final approval, will be heard to a
later date, provided however, that prior to the deferred hearing,
the Debtors will:

   (i) retain an employee benefits consultant to evaluate and
       advise the Debtors as to the bonus and incentive program
       needs and market standards; and

  (ii) propose and negotiate a comprehensive compensation
       program for the ELT Members, which may or may not include
       provisions currently incorporated in the BOB Plan.

     2nd Lien Committee Reaches Agreement with the Debtors

After the Court issued the Interim Order on July 28, 2006, an ad
hoc committee of holders of Second Lien Claims and the Debtors
entered into an agreement regarding appropriate modifications to
the BOB Plan so that incentive and bonus payments are tied to
results of the Debtors' Chapter 11 operations and restructuring
efforts and any BOP Plan disputes will not distract the Debtors'
management, employees and their creditors, relates Robert Jay
Moore, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los
Angeles, California.

According to Mr. Moore, the parties agreed that:

   (1) the Debtors will not seek final approval of the BOB Plan
       now, but rather approval of the July 31, 2006 payments.  
       In the near future, the Debtors will propose and negotiate
       a comprehensive bonus and retention program, which may or
       may not include provisions currently incorporated in the
       BOB Plan; and

   (2) the members of the executive leadership team will receive
       their July 31, 2006 BOB Plan payment with the exceptions
       of:

       (a) Mr. Richman who will not receive his payment unless
           he is terminated without cause at which time the
           payment would become due and payable, and

       (b) Mr. Bentson who will receive his payment but is
           subject to disgorgement if he will voluntarily
           terminate his employment before Dec. 31, 2006.

The Second Lien Committee consists of holders of a majority in
amount of the Second Lien Facility entered into by the Debtors in
May 2005, as well as a minority in amount of the First Lien
Credit Facility entered into by the Debtors in June 2003.

                       About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).  The firm of
Willkie Farr & Gallagher LLP serves as the Debtors' counsel.

Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and Robert S.
Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP, represents
the Debtors as its co-counsel.  The Debtors have retained
Rothschild Inc. as their financial advisor.

At March 31, 2006, the Debtors reported total assets of
$201,042,000 and total debts of $473,447,000.  (Werner Ladder
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WEST HILLS: Case Summary & 23 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: West Hills Park Joint Venture
        dba WLP Properties, L.C.
        550 Club Drive
        Montgomery, TX 77316

Bankruptcy Case No.: 06-33996

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                     Case No.
      ------                     --------
      JA Development, L.C.       06-33997

Chapter 11 Petition Date: August 17, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Lawrence J. Maun, Esq.
                  Lawrence J. Maun, P.C.
                  9800 Richmond Avenue, Suite 520
                  Houston, TX 77042
                  Tel: (713) 266-2560
                  Fax: (713) 266-2568

Estimated Assets: $10 Million to 50 Million

Estimated Debts:  $10 Million to 50 Million

A. West Hills Park Joint Venture's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Entergy                            Business Debt          $28,191
P.O. Box 8104
Baton Rouge, LA 70891-8104

Wave Media Communications          Business Debt          $11,691
4747 Research Forrest Drive
Suite 180, #216
The Woodlands, TX 77381

Consolidated                       Business Debt          $11,565
P.O. Box 660034
Dallas, TX 75266

AmeriMark, Industries              Business Debt           $6,567
11240 Brittmore Park Drive
Houston, TX 77041

Interfacing Company of Texas       Business Debt           $6,053
P.O. Box 131835
The Woodlands, TX 77393-1835

Republic Waste Services            Business Debt           $4,469

Time Warner Telecom                Business Debt           $4,455

Thornton Plumbing                  Business Debt           $4,448

SouthWay Acoustics                 Business Debt           $4,184

Pleasing Plants                    Business Debt           $3,640

Mesa Mechanical                    Business Debt           $3,601

United Health Care                 Business Debt           $2,622

Myriad Supply                      Business Debt           $2,480

Verizon Wireless                   Business Debt           $1,848

Burditt                            Business Debt           $1,580

Town & Country Pools               Business Debt           $1,421

Chem Acqua                         Business Debt           $1,347

Sherwin Williams                   Business Debt           $1,267

Meriplex                           Business Debt           $1,254

Snap ON                            Business Debt           $1,077

B. JA Development, L.C.'s Three Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
USA Commercial Mortgage Company    Real Estate Lien   $13,415,197
Agent for Multiple                 Note - Montgomery
Individual Lenders                 and Walker County
4484 South Pecos Road
Las Vegas, NV 89121

Western United Life                Real Estate Lien   $10,045,106
Assurance Company                  Note - Montgomery
c/o Midland Loan Services, Inc.    County
P.O. Box 25965
Shawnee Mission, KS 66225-5965

Boxcars Properties, Ltd.           Judgment Lien on    $2,754,091
c/o Joe Meyer, Esq.                all Property
Meyer, Knight & Williams
8100 Washington Avenue
Suite 1000
Houston, TX 77007


WHITE ROCK: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: White Rock Networks, Inc.
        1301 West President George Bush Freeway
        Richardson, TX 75080
        Tel: (972) 543-6900

Bankruptcy Case No.: 06-41381

Type of Business: The Debtor is a networking and
                  telecommunications company specializing in fiber
                  optics.  See http://www.whiterocknetworks.com/

Chapter 11 Petition Date: August 31, 2006

Court: Eastern District of Texas (Sherman)

Debtor's Counsel: Raymond J. Urbanik, Esq.
                  Munsch Hardt Kopf & Harr P.C.
                  500 North Akard Street, Suite 3800
                  Dallas, TX 75201-6659
                  Tel: (214) 855-7590
                  Fax: (214) 978-4374

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                             Claim Amount
   ------                             ------------
Granite Properties                      $2,280,448
17950 Preston Road, Suite 250
Dallas, TX 75252

Arrow Electronics, Inc.                   $113,487
6340 International Parkway, Suite 100
Plano, TX 75093

Opnext, Inc.                               $41,995
1 Christopher Way
Eatontown, NJ 07724

Oracle Corp.                               $27,512
P.O. Box 71028
Chicago, IL 60694

Tyco Electronics Printed                   $24,859
Circuit Group LP
Department LA
Pasadena, CA 91185-1260

Salesquest LLC                             $20,700

Herold Precision Metals LLC                $19,304

Avnet Electronics Marketing                $12,162

Optical Communication Products, Inc.       $15,845

Pinnacle Technology                        $10,635

Apex Systems, Inc.                          $8,715

Amphenol TCS                                $7,088

Charles Industries Ltd.                     $6,610

Future Electronics Corp.                    $6,507

Telcordia Technologies, Inc.                $6,220

Nu Horizons Electronics                     $6,064

PSI Extrusions                              $5,993

Amphenol Corp.                              $5,947

TTI                                         $5,452

Sunon, Inc.                                 $4,919


* BOOK REVIEW: OIL & HONOR: The Texaco Pennzoil Wars
----------------------------------------------------
Author:     Thomas Petzinger, Jr.
Publisher:  Beard Books
Paperback:  495 Pages
List Price: $34.95

Order your personal copy at
http://amazon.com/exec/obidos/ASIN/1893122077/internetbankrupt


This is a fun read.  Fun enough to take the beach, although at 500
pages it's a bit hefty to hold up while you lounge in the sandy
towel.  It's got all the elements of great entertainment: a
trainload of money, courtroom melodrama, and a host of extremely
odd characters, including a couple of Texas state court judges who
could make California's Judge Ito look like Justice Brandeis.  You
might even throw in a biblical analogy -- many pundits did --
although for my money Pennzoil chair J. Hugh Liedtke was a little
too wily and a lot too flush to be David-with-a-slingshot.

Everyone knows the story.  In 1984 Texaco bought Getty Oil for
$9.98 billion, days after the Getty board had made a handshake
deal with Pennzoil to sell three-sevenths of its assets for a 10
percent lower price per share.  Did Texaco tortuously interfere
with Pennzoil's oral contract, or was Getty free (and in fact
duty-bound) to accept Texaco's higher offer?  I'll leave you there
on the edge of your seat.

Yes, the plot is familiar, but as they say, God is in the details,
and the Pulitzer Prize-winning author, a professional journalist
who covered the trial for the Wall Street Journal, gives us
details aplenty.  He's sieved the most intriguing and significant
facts from a daunting amount of evidence: 50,000 pages of
affidavits, hours of video testimony, and 250 interviews.

You'll collect your favorite factoids as you go along.  Mine have
to do with the succession of judges, the first of who had a close
relationship with Pennzoil attorney Joe Jamail, while the second
hadn't read the trial record when he took over the gavel and made
his ignorance of the governing New York law seem almost a point of
pride.

The flamboyant Jamail (who collected $400 million fee for his
work, of which $50 million reportedly has been given to charities)
was known previously, the author tells us, for such feats as
convincing a jury that the City of Houston was negligent for
planting a tree that his client ran into while drunk.  Here, he
won the verdict for his client, in part, by exploiting that
shopworn cliche of trial practice -- the local good old boys
versus the big city pinstripes.  Is an oral agreement in principle
a binding contract?  Metaphorically shrugging, Mr. Jamail told the
jury, "Sure looks like a deal to me."  It worked like a charm.

Engrossing as the deal, trial, and verdict are, the author offers
more.  His first 150 pages provide useful background on the
respective oil empires, and chronicles Getty's history in detail.

But don't take my word that this book is worth the money.  Read
what the white-shoe critics had to say when this book first came
out in 1987.  "A riveting drama," said the New York Times Book
Review.  "Pure excitement... More fun than flying on corporate
jet," per the Dallas Times Herald, with presumably more experience
in flying on corporate jets than I can claim.  "A real-life script
fit for TV's Dallas... Harold Robbins and Robert Ludlum let loose
in the world of Texas good old boys and New York takeover
specialists," opined the Washington times.

So maybe you'll drop this one into your carry-on bag after all.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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