TCR_Public/060912.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Tuesday, September 12, 2006, Vol. 10, No. 217

                             Headlines

ACME INT'L: Selling Collateral on September 14 to Pay $8.5MM Loan
ACTIVECORE TECH: Posts $2.2 Mil. Net Loss in 2nd Quarter of 2006
AGRICORE UNITED: Secures $138 Million Senior Secured Term Loan
AIRBASE SERVICES: Chapter 11 Trustee Can Reject Employment Pact
AMES DEP'T: Benderson Wants Claims Deemed Administrative Claims

ANALYTICAL SURVEYS: Accumulated Deficit Tops $33.8 Mil. at June 30
ANIXTER INT'L: Good Performance Cues Fitch to Hold Low-B Ratings
ASARCO LLC: Court Okays Brown McCarroll as Environmental Counsel
ASARCO LLC: Ct. Okays Hydrometrics to Perform Remediation Services
ASARCO LLC: Can Pay Up to $500K USW Professionals' Fees & Expenses

ATRIUM CORP: Likely Weak Earnings Prompt S&P's Negative Outlook
AZTEC METAL: Taps Halperin Battaglia as Bankruptcy Counsel
BETONSPORTS PLC: District Court Extends Ban on U.S. Operations
BUILDERS FIRSTSOURCE: Debt Reduction Cues S&P to Hold Ratings
CA INC: Amends Credit Facility to Repurchase $2 Billion of Stocks

CATHOLIC CHURCH: Parishes File 151 Proofs of Claim Against Spokane
CATHOLIC CHURCH: Spokane Pact Mediation to Continue to Sept. 14
CINEMARK INC: S&P Rates Proposed $1.27 Billion Bank Loan at B
COMMUNICATION INTELLIGENCE: Incurs $925,000 Net Loss in 2nd Qtr.
COMPANIA DE ALIMENTOS: Bondholders File Involuntary Ch 11 Petition

COMPANIA DE ALIMENTOS: Involuntary Chapter 11 Case Summary
COMPLETE RETREATS: U.S. Trustee Amends Objection to Fee Procedures
COMPLETE RETREATS: Creditors Panel Supports Compensation Procedure
COMPLETE RETREATS: D.G. Capital Seeks Rule 2004 Exam on 2 Officers
CONCORD RE: Moody's Rates $365 Million Senior Sec. Loan at Ba2

CORNELL TRADING: Creditors Lose Bid to Dismiss Chapter 11 Case
CRIIMI MAE: Fitch Lowers $12 Million Class F Bond's Rating to C
DANA CORP: Court OKs Pact Dismissing AREH's Trading Order Appeal
DANA CORP: Intermet Wants Stay Lifted to Commence Avoidance Action
DANA CORP: Agrees to Sell Trailer Axle-Making Biz for $38 Million

DELL INC: SEC Accounting Probe Delays Quarterly Report Filing
DELPHI CORP: Officials Optimistic About UAW Talks
DVI INC: Inks Securities Suit Settlement Deals with Noteholders
FALCONBRIDGE: Xstrata Acquires Company's Remaining Common Shares
FALCONBRIDGE LTD: Xstrata Appoints Claude Ferron as COO

FALCONBRIDGE LTD: Inks Option & Joint Venture Accord with Benton
FREESCALE SEMICONDUCTOR: In Buyout Talks with Investment Firms
FORD MOTOR: Turnaround Plan Could Cost Up to 40,000 Jobs
FOSTER WHEELER: Secures New Sinclair Engineering Contract
FOUNDATION PA: Solid Earnings Prompt Moody's to Lift Ratings

GENESIS WORLDWIDE: Has Until April 30, 2007 to File Chap. 11 Plan
GEO GROUP: Good Performance Prompts S&P to Upgrade Rating to BB-
GREAT COMMISSION: Can Enter Into AICCO Insurance Financing Pact
GULF COAST: Files Liquidating Plan and Disclosure Statement
GULF COAST: Committee Wants Loewinsohn Flegle as Special Counsel

IELEMENT CORP: June 30 Stockholders' Deficit Tops $1.2 Million
INTERSTATE BAKERIES: Wants CONSOR Intellectual as IP Consultant
INTERSTATE BAKERIES: Wants to Implement Management Incentive Plan
IPSCO INC: Inks Pact to Acquire NS Group for $1.46 Billion in Cash
IPSCO INC: $1.46 Billion NS Group Buy Cues S&P's Positive Watch

LE-NATURES INC: Buy-Out Prompts Moody's to Review Ratings
LEVCOR INTERNATIONAL: June 30 Balance Sheet Upside-Down by $12.4MM
MAGNOLIA VILLAGE: Case Summary & 58 Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: Amended Plan Revises Treatment on Two Classes
MERIDIAN AUTOMOTIVE: Wants Until January 25 to Decide on Leases

NAPIER ENVIRONMENTAL: Lenders Waive August Interest Payments
NEXTEL PARTNERS: Moody's Says Outlook is Developing
OPEN TEXT: S&P Rates Proposed $490 Million Senior Facility at BB-
PLAY OF THE DAY: Case Summary & Largest Unsecured Creditor
POWERLINX INC: June 30 Stockholders' Deficit Tops $1.9 Million

RUSSELL CORP: Bershire Merger Deal Cues Moody's to Review Ratings
SCOTTISH RE: Gives Former Employees 60 Days to Exercise Options
SILICON GRAPHICS: Gets Court Nod to Enter Into Backstop Agreements
SILICON GRAPHICS: LG Electronics Withdraws Lift Stay Motion
TELEX COMMS: Robert Bosch Merger Cues Moody's to Withdraw Ratings

TCM MEDIA: Constrained Liquidity Prompts Moody's to Hold Ratings
TITAN FINANCIAL: Hires Kings & Spalding as Bankruptcy Counsel
TOWER RECORDS: Selling All Assets on October 5 in Delaware
TYRINGHAM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
UBIQUITEL OPERATING: Moody's Says Outlook is Developing

UNITY WIRELESS: Joins Three Acquired Companies Into One Facility
VALENTEC SYSTEMS: Has $6 Mil. Working Capital Deficit at June 30
VARIG S.A.: Preliminary Injunction Continued Until October 27
WAVE SYSTEMS: Posts $4.5 Million 2006 Second Quarter Net Loss
WENAMERICA LLC: Involuntary Chapter 11 Case Summary

WERNER LADDER: Committee Members Want to Trade in 10% Senior Notes
WERNER LADDER: Wants Court to Permit HALNA to Exercise Recoupment
WEST HILLS: Section 341(a) Meeting Scheduled on September 21
WINN-DIXIE: Court Okays Assumption of 20 Employment-Related Pacts
WINN-DIXIE: Court Okays Rejection of 95 Employment-Related Pacts

ZULTYS TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors

* Winston & Strawn Names S. Gavin as Head of Corporate Practice

* Large Companies with Insolvent Balance Sheets

                             *********

ACME INT'L: Selling Collateral on September 14 to Pay $8.5MM Loan
-----------------------------------------------------------------
Acme International Enterprises Inc. will be selling substantially
all of its personal properties through an auction at 10:30 a.m.,
on Sept. 14, 2006, at the offices of Richards Kibbe & Orbe LLP,
One World Financial Center, 29th Floor, in New York City.

The assets secure Acme's obligations to its lenders under a loan
and security agreement dated Oct. 14, 1998, through Patriarch
Partners Agency Services LLC, as agent to the lenders.

The sale is being held in connection with Acme's $8,504,632
outstanding indebtedness to the lenders.

For questions or inquiries, contact:

     Michael Friedman, Esq.
     Richards Kibbe & Orbe LLP
     29th Floor
     One World Financial Center      
     New York City, New York 10281
     Tel: (212) 530-1800

Based in Maplewood, New Jersey, Acme International Enterprises,
Inc. -- http://www.acme-usa.com/-- is a 100-year-old housewares  
and home accessories company.  Acme offers a wide array of kitchen
accessories, home organization, outdoor accessories and decorative
refrigerator magnets.


ACTIVECORE TECH: Posts $2.2 Mil. Net Loss in 2nd Quarter of 2006
----------------------------------------------------------------
Activecore Technologies, Inc., filed its second quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 21, 2006.

The Company reported a $2,273,016 net loss on $1,582,317 of
revenues for the three months ended June 30, 2006, compared with a
$1,556,591 net loss on $1,409,104 of revenues for the same period
in 2005.

At June 30, 2006, the Company's balance sheet showed $9,129,503
in total assets, $7,357,225 in total liabilities, and $1,772,278
in stockholders' equity.

The Company's June 30 balance sheet showed strained liquidity with
$3,670,418 in total current assets available to pay $6,695,377 in
total current liabilities coming due within the next 12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?115b

                        Going Concern Doubt

As reported in the Troubled Company Reporter on April 25, 2006,
Weinberg & Company, P.A., in Boca Raton, Florida, raised
substantial doubt about ActiveCore Technologies' ability to
continue as a going concern after auditing the company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditors pointed to the Company's net loss, negative
cash flow from operations, working capital deficiency, and
accumulated deficit.

                   About ActiveCore Technologies

ActiveCore Technologies, Inc. -- http://www.ActiveCore.com/--    
fka IVP Technology Corporation operates a group of subsidiaries
and divisions in the U.S. and Canada that offer a Smart Enterprise
Suite of products and services.  The Company integrates, enables,
and extends functions performed by current and legacy IT systems.
Its products encompass web portals, enterprise middleware, mobile
data access, data management and system migration applications.


AGRICORE UNITED: Secures $138 Million Senior Secured Term Loan
--------------------------------------------------------------
Agricore United Limited obtained a senior secured institutional
term loan for $138 million, repayable in quarterly installments of
$345,000 with the balance at maturity in September 2013 or in full
at any time before maturity without premium.  Scotia Capital acted
as the lead arranger for the Term B Loan.

"We're pleased with both the U.S. institutional market's interest
in participating in this facility as well as the level of interest
expressed by our existing term lenders," says Brian Hayward, Chief
Executive Officer of Agricore United.  "Although the initial
commitments from the institutional lenders came in at almost twice
the amount we were seeking to borrow, we had specific needs for
the proceeds and limited our borrowing to the level necessary for
the company's purposes."

Proceeds of US$50 million will be applied to repay a bridge loan
used by the company's wholly owned U.S. subsidiaries, Agricore
United Holdings Inc. and Unifeed Hi-Pro Inc., for the acquisition
of Hi-Pro Feeds completed on Aug. 14, 2006.  The balance of
US$88 million, swapped into Canadian funds, will be used to repay
the company's existing Syndicated Term Loan of CDN$83 million
maturing Nov. 30, 2007 and for general corporate purposes.

The new Term B Loan carries a floating interest rate of US LIBOR
plus 1.75% (or currently about 7.25%), while the company's
existing Syndicated Term Loan facility carried a fixed rate of
9.65%.  The Term B Loan will rank pari passu with the company's
remaining Term Notes, Series A Notes and Series B Notes, secured
by specific charges over material fixed assets and a floating
charge over all other assets of the company and its material
wholly-owned subsidiaries.  In connection with the refinancing,
the company terminated an interest rate swap on the Syndicated
Term Loan resulting in a loss on settlement of CDN$2.2 million.  
The company purchased a new interest rate swap of US$50 million
with a Schedule I bank to fix the interest rate on a portion of
the new Term B Loan's floating rate.

Concurrent with the Term B Loan, the company also arranged for a
three-year Revolving Facility with its existing syndicate of banks
to replace a 364-day Revolving Facility maturing on Feb. 26, 2007.  
The new Revolving Facility matures on Nov. 30, 2009, increases the
seasonal limit between January 1 and May 31 from CDN$475 million
to CDN$525 million and reduces the carrying cost to between prime
and prime plus 0.9% (depending on the company's fixed charge
ratio).  The security for this facility is consistent with the
security pledged on the existing Revolving Facility and the terms
of this facility have been harmonized with the company's term
debt.

"As a result of these successful refinancing efforts, the company
has extended the tenure of its short- and long-term financing on
improved terms and at lower rates," Mr. Hayward said.  "This
further enhances the company's ability to execute on its
previously reported strategic intents."

                        About Agricore United

Headquartered in Winnipeg, Manitoba, Agricore United Limited (TSX:
AU.LV, TSE: AU) -- http://www.agricoreunited.com/-- is an agri-  
business with extensive operations and distribution capabilities
across western Canada.  The Company's operations are diversified
into sales of crop inputs and services, grain merchandising,
livestock production services and financial services.

                          *     *     *

As reported on the Troubled Company Reporter on Aug. 2, 2006,
Moody's Investors Service assigned a Ba3 rating to new senior
secured credit facilities for Agricore United and AU Holdings
Inc., a Ba2 rating to Agricore United's $525 million senior
secured revolving credit, and a Ba3 corporate family rating.
Moody's also assigned an SGL-2 speculative grade liquidity rating
to Agricore United.  The outlook on all ratings is stable.  These
represent first-time ratings for this company.


AIRBASE SERVICES: Chapter 11 Trustee Can Reject Employment Pact
---------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas in Ft. Worth authorized Dennis Faulker,
the Chapter 11 Trustee for Airbase Services, Inc., to reject an
employment agreement between the Debtor and Edgar Wyngaarde, as of
June 30, 2006.

As reported in the Troubled Company Reporter on July 14, 2006, The
Debtor hired Mr. Wyngaarde on Oct. 25, 2005, as its U.S.
Controller.  Under the employment agreement, Mr. Wyngaarde is
entitled to an $8,000 monthly salary.

The Debtor has sold substantially all of its assets to Regent
Aerospace Corp. and Regent Aerospace has orally notified the
Chapter 11 Trustee that it does not intend to employ Mr.
Wyngaarde.

Headquartered in Grand Prairie, Texas, Airbase Services, Inc. --
http://www.airbaseservices.com/-- maintains and repairs a wide
range of cargo equipment and cabin interior designs for commercial
airlines, and provides maintenance and management services for the
airline industry.  Due to bankruptcies filed by several of its
airline customers, the Company filed for bankruptcy protection on
May 1, 2006 (Bankr. N.D. Tex. Case. No. 06-41231).  The Court
approved the appointment of Dennis Faulkner as Chapter 11 Trustee
in the Debtor's chapter 11 case on May 3, 2006.  Mark J.
Petrocchi, Esq., at Goodrich Postnikoff Albertson & Petrocchi,
LLP, represents the Trustee.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  In its
schedules of assets and liabilities, the Debtor listed $12,628,078
in total assets and $28,311,883 in total liabilities.


AMES DEP'T: Benderson Wants Claims Deemed Administrative Claims
---------------------------------------------------------------
Benderson Properties, Inc., asks the United States Bankruptcy
Court for the Southern District of New York to allow its claims as
administrative expense claims in the chapter 11 cases of Ames
Department Stores and its debtor-affiliates.

When the Debtors filed for bankruptcy, Ames Realty II and Ben-Mil
Associates, Inc., were parties to a nonresidential real property
lease for Store Number 1096 in Ames Plaza, Niagara Falls, New
York.

Benderson Properties, Inc., fka Benderson Development Company,
Inc., managed the premises for Ben-Mil Associates.

The Debtors rejected the Lease effective March 13, 2002.

On March 22, 2002, Ben-Mil Associates filed a proof of claim
seeking:

    (i) a $650,403 general unsecured claim, including rejection
        damages; and

   (ii) a $24,072 administrative expense claim for unpaid
        postpetition obligations under the Lease.

In May 2002, Ben-Mil Associates amended the Proof of Claim to
increase the general unsecured portion to $700,403.

After the bankruptcy filing, but before the March 13 Rejection
Date -- the administrative period -- several obligations arose
under the Lease including:

    * rent from March 1 to 13, 2002, for $9,687;

    * general liability insurance from January 1 to March 13,
      2002, for $3,614;

    * common area maintenance charges from Aug. 20, 2001, to
      March 13, 2002, for $1,693; and

    * county tax from January 1 to March 13, 2002, for
      $9,076.

Benderson was also served with a complaint from Michael J.
Gallagher seeking $3,250,000 in damages arising out of an alleged
personal injury that occurred at the Premises during the
Administrative Period.

Ames Realty is required to indemnify and hold the Landlord
harmless against any liability in connection with personal injury
arising from its occupancy and use of the Premises pursuant to the
Lease, James S. Carr, Esq., at Kelley Dye & Warren LLP, in New
York, said.

Since the $3,250,000 liability arose during the Administrative
Period, the Incident falls squarely within the terms of the
Indemnity Provision and Ames Realty is obligated to indemnify
Benderson, Mr. Carr asserts.

Mr. Carr further notes that under Section 365(d)(3) of the
Bankruptcy Code, the Debtors are required to pay all obligations
and liabilities under the Lease as administrative expenses
because they all arose during the Administrative Period.

A full-text copy of the Lease for Store Number 1096 is available
for free at http://bankrupt.com/misc/Ames_BendersonLease.pdf

Ames Department Stores filed for chapter 11 protection on
Aug. 20, 2001 (Bankr. S.D.N.Y. Case No. 01-42217).  Albert
Togut, Esq., Frank A. Oswald, Esq. at Togut, Segal & Segal LLP
and Martin J. Bienenstock, Esq., and Warren T. Buhle, Esq., at
Weil, Gotshal & Manges LLP represent the Debtors in their
restructuring efforts.  When the Company filed for protection
from their creditors, they listed $1,901,573,000 in assets and
$1,558,410,000 in liabilities.  (AMES Bankruptcy News, Issue No.
83; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ANALYTICAL SURVEYS: Accumulated Deficit Tops $33.8 Mil. at June 30
------------------------------------------------------------------
Analytical Surveys Inc. filed its third quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 14, 2006.

The Company reported a $76,000 net loss on $1,049,000 of net
revenues for the three months ended June 30, 2006, compared to a
$795,000 net loss on $1,400,000 million of net revenues in 2005.

As of June 30, 2006, the Company's accumulated deficit widened to
$33.8 million compared to an accumulated deficit of $33.7 million
at Sept. 30, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1158

                     Going Concern Doubt

As reported in the Troubled Company Reporter on Jan. 9, 2006,
Pannell Kerr Forster Of Texas, P.C., expressed substantial doubt
about Analytical Surveys' ability to continue as a going concern
after it audited the Company's financial statements for the fiscal
year ended Sept. 30, 2005.  The Company has suffered significant
operating losses in 2005 and prior years and does not currently
have external financing in place to fund working capital
requirements.

Headquartered in San Antonio, Texas, Analytical Surveys Inc. --
http://www.anlt.com/-- provides technology-enabled solutions and  
expert services for geospatial data management, including data
capture and conversion, planning, implementation, distribution
strategies and maintenance services.  Through its affiliates, ASI
has played a leading role in the geospatial industry for more than
40 years.  The Company is dedicated to providing utilities and
government with responsive, proactive solutions that maximize the
value of information and technology assets.  ASI maintains
operations in Waukesha, Wisconsin.


ANIXTER INT'L: Good Performance Cues Fitch to Hold Low-B Ratings
----------------------------------------------------------------
Fitch Ratings affirmed these ratings for Anixter International
Inc. and its wholly owned operating subsidiary, Anixter Inc.:

  Anixter:

    -- Issuer Default Rating 'BB+'
    -- Senior unsecured debt 'BB-'

  AI:

    -- Issuer Default Rating 'BB+'
    -- Senior unsecured notes 'BB+'
    -- Senior unsecured bank credit facility at 'BB+'

Fitch's action affects approximately $700 million of public debt
securities.  The Rating Outlook is Stable.

The ratings and Outlook reflect Anixter's improved operating
performance driven by a combination of:

   * a stable end-market demand environment;

   * market share gains in the company's small but growing sales
     of fasteners and C-class components to original equipment
     manufacturers (approximately 18% of current sales);

   * operating leverage enhanced by higher than anticipated copper
     prices; and

   * cost savings from integrating recent acquisitions.

Also considered is Anixter's well-diversified product, customer
and supplier portfolios, and the information technology
distribution industry's ability to generate cash from working
capital during a downturn.  Fitch also expects that Anixter will
continue to be able to generate cash from operations even at
growth rates in the low double-digits.

Rating concerns mainly center on the company's adequate but
reduced liquidity position and Fitch's expectations that Anixter
will continue using free cash flow for a combination of special
dividends and acquisitions, although the company expects the pace
of acquisition activity to slow over the near term as it shifts
focus to integrating recent acquisitions.

Fitch also considers the thin operating EBIT margins associated
with the IT distributors and Anixter's unhedged exposure to
commodity prices, which would affect operating income negatively
if copper prices were to decline significantly.

Fitch believes that Anixter's EBITDA margins, which have steadily
increased to 7% for the first half of 2006 compared to 5% in 2004,
will remain near current levels due to the company's expectations
for revenue growth of 2-3x world-wide gross domestic product over
the next few years and ongoing benefits from integrating
historical acquisitions.  Cost reductions should be somewhat
mitigated by moderating benefits from rising copper prices, which
have contributed meaningfully to Anixter's margin expansion over
the past six quarters due to the company's cost plus pricing
model.

As a result, Anixter's credit protection measures should be flat
to slightly stronger over the next few years, with EBITDA to
interest expense near 11.0x, up from 10.3x for the latest 12
months ended June 30, 2006, and total debt adjusted for rent
expense to EBITDAR remaining between 3.0x and 3.5x.

After using approximately $65 million of cash over the past six
quarters to fund organic revenue growth and working capital, Fitch
expects Anixter will generate up to $100 million of annual free
cash flow the next few years.  Anixter's cash conversion cycle,
which Fitch estimates fell to just under 90 days for the second
quarter ended June 30, 2006, from almost 95 days in the prior
year's quarter, is likely to remain near current levels and should
enable Anixter to grow in excess of 10% without using cash from
operations.

Fitch believes debt reduction from record high levels is unlikely
given the company's historical bias of using excess cash for
shareholder-friendly actions.  For example, Anixter paid almost
$210 million in special dividends in 2004 and 2005 and repurchased
$36 million of shares in 2003.

Nonetheless, the ratings incorporate Fitch's expectations that
Anixter will use increasing cash balances over the next few years
for additional special dividends and/or small acquisitions.

Fitch believes Anixter's liquidity was sufficient but limited
consisting of these as of June 30, 2006:

   -- approximately $21 million of cash and cash equivalents;

   -- $275 million, five-year revolving credit agreement maturing
      June 2009 ($163 million undrawn and available);

   -- $40 million Canadian revolving credit facility expiring
      June 2009 (approximately $6 million undrawn and available);

   -- revolving credit facilities at other foreign subsidiaries
      totaling approximately $35 million (nominal amounts undrawn
      and available); and

   -- $225 million on-balance-sheet accounts receivable
      securitization program expiring September 2007
      (approximately $60 million was available as of
      June 30, 2006).

Total debt as of June 30, 2006, was approximately $700 million and
consisted of:

   -- AI's $200 million 6% senior unsecured notes due 2015;

   -- Anixter's approximately $158 million accreted value of 3.25%
      zero coupon convertible senior notes due 2033; and

   -- the aforementioned $178 million and $165 million of    
      borrowings under the company's credit facilities and
      accounts receivable securitization program, respectively.

Anixter's zero coupon convertible senior notes are not guaranteed
by AI and, therefore, are structurally subordinated to AI's debt.


ASARCO LLC: Court Okays Brown McCarroll as Environmental Counsel
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to employ Brown McCarroll,
L.L.P., as its special litigation counsel, nunc pro tunc to
June 1, 2006.  Brown McCarroll will be assisting ASARCO with the
environmental permitting litigation.

As reported in the Troubled Company Reporter on Aug. 22, 2006,
ASARCO's prior counsel handling the air permitting hearing at
the El Paso, Texas, copper smelter withdrew his representation of
ASARCO after a conflict arose when the counsel changed firms,
James R. Prince, Esq., at Baker Botts L.L.P., in Dallas, Texas,
related.

Subsequently, ASARCO chose Brown McCarroll, L.L.P., to represent
it in the El Paso air permitting hearing.  Before the Debtor filed
for bankruptcy, Brown McCarroll represented ASARCO as one of the
company's environmental counsel, advising ASARCO on many issues,
including environmental permitting of its El Paso smelter.

Mr. Prince contendd that Brown McCarroll is best suited for the
job because of the firm's familiarity with ASARCO's business and
environmental issues.

ASARCO will pay Brown McCarroll according to the firm's customary
hourly rates:

         Professional               Hourly Rate
         ------------               -----------
         Primary Attorney           $200 to $500
         Paraprofessionals          $135

ASARCO will also reimburse Brown McCarroll for any necessary out-
of-pocket expenses the firm incurred or will incur.

Mr. Hopson informed the Court that his firm has a $121,575 general
unsecured claim for prepetition services for which ASARCO has not
yet paid.

Keith Hopson, Esq., a partner at Brown McCarroll, L.L.P., in
Austin, Texas, assured the Court that his firm does not represent
any interest adverse to ASARCO and its estate, and is a
"disinterested person" as defined in Section 101(14) of the
Bankruptcy Code.

                         About ASARCO LLC

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Ct. Okays Hydrometrics to Perform Remediation Services
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to enter into contracts with
Hydrometrics, Inc., for remediation work at the East Helena,
Montana, lead smelter plant.

As reported in the Troubled Company Reporter on Aug. 10, 2006,
ASARCO obtained the Court's permission to enter into a demolition
pact to satisfy the Environmental Protection Agency and the
Montana Department of Environmental Quality's requirement to clean
up the East Helena Facility by the end of 2006.

In conjunction with the demolition process, ASARCO contacted
Hydrometrics regarding three projects dealing with the waste from
the Facility's demolition:

   1. Corrective Action Management Unit Project

      Hydrometrics will submit a proposal for the design of the
      second phase of a Corrective Action Management Unit, which
      will be filled with construction debris from the smelter.

      In relation to this, Hydrometrics will:

         -- conduct a site geotechnical investigation;

         -- prepare a preliminary design to submit for regulatory
            review;

         -- respond to comments on the design; and

         -- make the necessary changes for inclusion in a final
            construction bid package.

      This project will take approximately five months to finish
      and is estimated to cost approximately $76,000.

   2. Remediation Cap Design

      Hydrometrics will design the remediation cap components for
      the smelter site, for use once the demolition is completed.
      The project will involve:

         -- conducting a site survey;

         -- preparing a preliminary design to submit for
            regulatory review;

         -- responding to comments on the design; and

         -- making the necessary changes for inclusion in a final
            construction bid package.

      The project will take approximately six months to finish
      and will cost approximately $99,000.

   3. Interim Measures Project

      Hydrometrics will provide ASARCO with certain technical
      support for 2006 interim measure and groundwater sampling
      activities at the Facility.

      The project will include ongoing groundwater and surface
      water monitoring, and field and technical support for site
      characterization activities associated with design and
      implementation of remedial action measures.

      The total cost for the project will not exceed $101,000.
      Payments will be made based on the actual hours performed
      and invoices, according to Hydrometrics' hourly rates.

Tony M. Davis, Esq., at Baker Botts L.L.P., in Houston, Texas,
related that Hydrometrics has previously worked on the Facility.  
Hydrometrics designed the Phase I CAMU cell for the Facility,
which was completed in 2001.  Hydrometrics also designed the cap
for the Tacoma, Washington smelter.

Mr. Davis added that Hydrometrics' previous experience with
landfill design at the Facility will save on redundant engineering
costs.

                         About ASARCO LLC

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ASARCO LLC: Can Pay Up to $500K USW Professionals' Fees & Expenses
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas in
Corpus Christi authorized ASARCO LLC to pay up to $500,000 of
professional fees and expenses of United Steel, Paper and
Forestry, Rubber, Manufacturing, Energy, Allied Industrial and
Service Workers International Union, specifically:

   -- $45,000 per month to Potok and Co., Inc., USW's investment
      banker and financial advisor, for the months of July,
      August and September 2006;

   -- $30,000 to Potok for every month after September 2006 until
      the conclusion of Potok's work;

   -- a success fee to Potok, the amount of which will still be
      addressed in further negotiations with USW; and

   -- the fees and reasonable expenses of USW's other
      professionals working on the labor negotiations.

As reported in the Troubled Company Reporter on Aug. 11, 2006,
ASARCO LLC's bargaining unit employees are represented by several
labor organizations.  The United Steel, Paper and Forestry,
Rubber, Manufacturing, Energy, Allied Industrial and Service
Workers International Union represents majority of ASARCO's
employees.

In August 2005, ASARCO experienced labor stoppage as hundreds of
hourly employees went on strike.  The issues were not resolved
until November 2005 pursuant to a Memorandum of Agreement, which
provided for the extension of the labor contracts with ASARCO's
labor unions until the end of 2006.

With ASARCO's collective bargaining agreement expiring at the end
of this year, James R. Prince, Esq., at Baker Botts L.L.P., in
Dallas, Texas, said, it is imperative that ASARCO and Union
officials commence negotiations immediately regarding ASARCO's
collective bargaining agreements and benefit programs.  "These
negotiations will not only involve complex financial and legal
issues relating to ASARCO's labor contracts, but will also
require legal and financial analysis relating to ASARCO's
business plan and ultimate strategy for confirming a plan of
reorganization."

To adequately represent the interests of ASARCO's bargaining unit
employees and retirees, the USW has expressed its need for
assistance from qualified professionals to address legal and
financial issues.

While relations between ASARCO and the Unions that represent its
bargaining unit employees have improved since the resolution of
the labor strike in November 2005, ASARCO must continue to build
on good will it has recently generated, especially leading up to
and during the upcoming labor negotiations, Mr. Prince asserted.

                         About ASARCO LLC

Headquartered in Tucson, Arizona, ASARCO LLC --
http://www.asarco.com/-- is an integrated copper mining,  
smelting and refining company.  Grupo Mexico S.A. de C.V. is
ASARCO's ultimate parent.  The Company filed for chapter 11
protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207).
James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A.
Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter
Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq.,
at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor
in its restructuring efforts.  Lehman Brothers Inc. provides the
ASARCO with financial advisory services and investment banking
services.  Paul M. Singer, Esq., James C. McCarroll, Esq., and
Derek J. Baker, Esq., at Reed Smith LLP give legal advice to
the Official Committee of Unsecured Creditors and David J.
Beckman at FTI Consulting, Inc., gives financial advisory
services to the Committee.  When the Debtor filed for protection
from its creditors, it listed $600 million in total assets and
$1 billion in total debts.

The Debtor has five affiliates that filed for chapter 11
protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521
through 05-20525).  They are Lac d'Amiante Du Quebec Ltee, CAPCO
Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.  Details about
their asbestos-driven chapter 11 filings have appeared in the
Troubled Company Reporter since Apr. 18, 2005.

Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle,
Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No.
05-21346) also filed for chapter 11 protection, and ASARCO has
asked that the three subsidiary cases be jointly administered
with its chapter 11 case.  On Oct. 24, 2005, Encycle/Texas' case
was converted to a Chapter 7 liquidation proceeding. The Court
appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7
Trustee.  Michael B. Schmidt, Esq., and John Vardeman, Esq., at
Law Offices of Michael B. Schmidt represent the Chapter 7
Trustee. (ASARCO Bankruptcy News, Issue No. 28; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/
or 215/945-7000).


ATRIUM CORP: Likely Weak Earnings Prompt S&P's Negative Outlook
---------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on Atrium
Cos. Inc. and its parent, Atrium Corp., to negative from stable.

At the same time, the rating agency affirmed all of its ratings on
both entities, including the 'B' corporate credit ratings.

"Our outlook revision reflects the likelihood that Atrium's
earnings could continue to be weaker than previously expected and
that credit metrics could deteriorate further from their already
weak levels," said Standard & Poor's credit analyst Lisa Wright.

"We expect residential construction and repair and remodeling
spending to drop meaningfully over the next two years from mid-
2005 peak levels and, as a result, expect Atrium's earnings and
cash flow to remain under pressure."

Atrium is a consolidator in the fragmented residential window
industry, with about 65% of its sales going to new construction.

Ms. Wright said, "We could lower the ratings if we expect the
slowdown in residential construction to be more severe -- past
downturns have typically seen about a 50% decline in housing
starts -- and cause Atrium's earnings to fall further.  We could
also lower the ratings if liquidity narrows from its already tight
levels, or if the company plans meaningful debt-financed
acquisitions.  We could revise the outlook to stable if end-market
demand stabilizes at higher-than-anticipated levels and Atrium's
debt leverage improves toward the 5x area."


AZTEC METAL: Taps Halperin Battaglia as Bankruptcy Counsel
----------------------------------------------------------
Aztec Metal Maintenance Corp. and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Southern District of New York to
employ Halperin Battaglia Raicht, LLP, as their bankruptcy
counsel, nunc pro tunc to Aug. 31, 2006.

Halperin Battaglia will:

     a) advise the Debtors with respect to their powers and
        duties as debtors-in-possession in the continued
        operation of their business and the management of their
        property.

     b) assist the Debtors to emerge from their chapter 11 cases.

     c) assist the Debtors in confirming a plan of reorganization
        in these cases.

     d) prepare, on behalf of the Debtors, necessary
        applications, answers, orders, reports and other motions,
        complaints, pleadings and documents.

     e) appear before the bankruptcy judge and the U.S. Trustee
        and represent the interest of the Debtors before said
        bankruptcy judge and the U.S. Trustee.

     f) perform any and all other legal services for the Debtors
        that may be necessary and appropriate herein.

Alan D. Halperin, Esq., a member of Halperin Battaglia, tells the
Court that the firm's professionals bill:

     Designation              Hourly Rates
     -----------              ------------
     Attorneys                    $165
     Clerks                       $100
     Paraprofessionals          $75 - $95

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

Mr. Halperin can be reached at:

     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
     http://www.halperinlaw.net/

Headquartered in Bronx, New York, Aztec Metal Corp. engages in the
business of restoration, refinishing & maintenance of metal,
marble, masonry & wood surfaces, and installation, facade &
construction cleaning.  The Company and two of its affiliates
filed for chapter 11 protection on Aug. 31, 2006 (Bankr. S.D.N.Y.
Case No. 06-12050).  When Aztec Metal filed for protection from
its creditors, it listed total assets of $3,595,188 and total
debts of $12,480,942


BETONSPORTS PLC: District Court Extends Ban on U.S. Operations
--------------------------------------------------------------
The Hon. Carol Jackson of the U.S. District Court for the Eastern
District of Missouri extended the temporary restraining order
against U.K. gaming company BetonSports Plc until Sept. 20 to give
the Justice Department extra time to serve pleadings on the
company in Costa Rica and London, Bloomberg News says.

Judge Jackson extended the ban, which was to expire on Sept. 1, at
the request of U.S. prosecutor Marty Woelfle.  The Court issued
the restraining order on July 17, the day the Justice Department
unsealed a 22-count indictment against BetonSports founder Gary
Kaplan and Chief Executive Officer David Carruthers.  

Charges include racketeering, mail fraud and facilitation of
gambling across state and national boundaries -- all as results of
taking bets from customers residing in the U.S.  According to the
indictment, BetonSports in 2003 had 100,000 active players who
placed 33 million wagers worth $1.6 billion through the company's
Web sites.

"The primary goal has been to serve Betonsports so we can move
forward, because it is essential that the company be notified,"
Judge Jackson said from the bench.  She then issued a written
order extending the restraining order until Sept. 20.

Meanwhile, BetonSports issued an update on its Web site, saying
that "after thoroughly reviewing possible alternative business
plans," the group's Board of Directors "no longer consider the
U.S. facing operations of the Company, which are based in Costa
Rica and Antigua, to be viable."

The company also set three goals related to its current case:

   -- cease its operations in Costa Rica and Antigua as soon as
      practicable;

   -- pay any liabilities to staff and creditors in an orderly
      manner; and

   -- repay balances due to US customers in an orderly manner.

The company added that the repayments would depend on the
company's ability to "persuade banks and cash processors to
release its funds."

BetonSports added the repayments would also depend on "the
Company's ability to realize further and sufficient funds from its
assets and operations outside Costa Rica and Antigua and to earn
sufficient profits from operations which are not U.S. facing."

BetonSports also assured that it would not "knowingly accept any
wagering transactions from U.S. based customers."

                     Class Action Suits

As reported in the Class Action Reporter on Sept. 6, BetonSports
is also facing a complaint filed by gambling information portals
The Online Wire, Gambling 911, Alternative Investments Market
Regulatory News Service over alleged corporate fraud.  The
complaint is directed at BetonSports' Aug. 11 announcement that
payments to its customers after the shutdown of its Costa Rican
and Antiguan operations are being held by banks and cash
processors.   

BetonSports is an online gaming company publicly trading on the
London Stock Exchange, but has no operations in the United
Kingdom.  Around 80% of the company's business operates in the
United States, where sports betting is illegal except in the State
of Nevada.  The group also has operations in Asia, Argentina and
Mexico.


BUILDERS FIRSTSOURCE: Debt Reduction Cues S&P to Hold Ratings
-------------------------------------------------------------
Standard & Poor's Rating Services revised its outlook on
Dallas, Texas-based building materials manufacturer and
distributor Builders FirstSource Inc. to stable from positive.

At the same time, the rating agency affirmed all of its ratings
on the company, including the 'B+' corporate credit rating.

"The outlook revision reflects our expectations that residential
construction and repair and remodeling spending could drop
meaningfully during the next two years from their mid-2005 peak
levels and that, as a result, BLDR is less likely to maintain the
credit metrics necessary for a higher rating over this period,"
said Standard & Poor's credit analyst Lisa Wright.

The ratings are supported by the company's 2005 debt reduction
from IPO proceeds and currently strong credit protection measures
following peak housing market conditions.  However, Standard &
Poor's expects that the declining housing market and debt-financed
acquisitions could weaken credit metrics moderately over the next
two years.

"We could revise the outlook to negative if we believe the
slowdown in residential construction will be as severe as past
downturns (which have typically seen about a 50% decline in
housing starts), or if debt-financed acquisitions or dividends
increase debt leverage more than expected, Ms. Wright said.

"We could revise the outlook to positive if end-market demand
stabilizes at higher-than-anticipated levels and the company
remains committed to its current financial policy."


CA INC: Amends Credit Facility to Repurchase $2 Billion of Stocks
-----------------------------------------------------------------
CA Inc. has entered into an amendment to its existing credit
facility that satisfies the financing condition under its
$1 billion tender offer.  The amendment modifies certain
covenants in the credit agreement in order to permit CA to
repurchase up to $2 billion of its common stock under its
fiscal year 2007 share repurchase program and incur additional
indebtedness in connection with those repurchases.

CA expects to use the borrowings under the revolving credit
facility to complete a portion of the $1 billion tender offer
launched Aug. 16, 2006, and to pay related fees and expenses.
CA has stated that it plans to use a combination of available
cash and bank borrowings to finance the tender offer.  The
successful completion of debt financing on terms and conditions
satisfactory to CA in an amount sufficient to purchase shares
offered in the tender offer was a condition to the completion of
the tender offer.  This condition has now been satisfied by CA.

The $1 billion tender offer is the first phase of the $2 billion
stock repurchase program announced June 29, 2006 by the company.  
CA is considering various options to execute the second phase of
the program and will provide further details when appropriate.  
The Company expects to complete the full $2 billion share
repurchase plan by the end of its 2007 fiscal year.

                         About CA

Headquartered in Islandia, New York, CA Inc. (NYSE:CA) --
http://www.ca.com/-- is an information technology management     
software company that unifies and simplifies the management of
enterprise-wide IT.  Founded in 1976, CA serves customers in
more than 140 countries.  In Latin America, CA has operations in
Argentina, Brazil, Chile, Colombia, Mexico, Peru and Venezuela.

                        *    *    *

As reported in the Troubled Company Reporter on Aug. 7, 2006,
Moody's Investors Service confirmed CA Inc.'s Ba1 senior
unsecured rating and assigned a negative rating outlook,
concluding a review for possible downgrade initiated on
June 30, 2006.  The Ba1 rating confirmation reflects the
company's completed accounting review and reestablishment of
current filing of its 10-K and subsequent 10-Q's, including the
company's filing of its 10-K for its March 2006 fiscal year on
July 31, 2006.

Standard & Poor's Rating Services affirmed its 'BB' corporate
credit and senior unsecured debt ratings on CA Inc., and removed
them from CreditWatch where they were placed on July 5, 2006,
with negative implications.  S&P said the outlook is negative.


CATHOLIC CHURCH: Parishes File 151 Proofs of Claim Against Spokane
------------------------------------------------------------------
Various parishes and the Immaculate Heart Retreat Center filed 151
proofs of claim against the Catholic Diocese of Spokane, exclusive
of amended claims.

Of the 151 claims, 69 claims are defined as "money loaned" or
"money on deposit," the dates on which the debts were incurred are
1972 or earlier.  In many cases, the dates when the debt was
incurred either are not stated or are indicated as "various dates"
to December 6, 2004.

Of the 151 claims, 82 are asserted on account of improvements to
parish properties identified in miscellaneous terms like services
performed, money loaned, building as an improvement, "church
built", materials, fixtures, services provided by parish
parishioners, construction or improvement to grounds.  The dates
on which the debts were incurred are stated as going as far back
as 1861 to the present.

The Tort Litigants' Committee in May 2006 objected to
approximately 70 Parish Claims on the grounds that they were
barred in whole or in part by the three-year statute of
limitations set forth at R.C.W. 4.15.080.  The Tort Litigants
Committee required the Parishes to accordingly amend their
Claims.

The Tort Litigants Committee also objected to nine Parish Claims,
which were characterized as secured claims or claims based on an
equitable lien, on the grounds that the Claims were without
documentary support as required by Rule 3001 of the Federal Rules
of Bankruptcy Procedure.  The Tort Litigants Committee wanted to
reclassify the alleged secured or lien claims as general unsecured
claims.

The U.S. Bankruptcy Court for the Eastern District of Washington
directed the Parishes to file amended proofs of claim for the nine
Secured Claims.  Consequently, the Parishes filed:

   * Claim Nos. 424 amending Claim Nos. 235 and 210 asserted by
     St. Bernard's Catholic Church and St. Jude Parish; and

   * Claim No. 425 amending Claim No. 236 asserted by St.
     Bernard's Catholic Church.

The Tort Litigants Committee further objected to the Amended
Claims asserting that the Claims referenced an equitable lien and
attached documents purportedly evidencing the claimed lien right.
The Tort Litigants Committee contended that the two Amended
Claims and other lien claims, which were left unamended, leave the
Parish and the Retreat Center lien claims both unresolved and
undefined.  

Additionally, the Tort Litigants Committee asserted that the 70
claims objected to on the basis of R.C.W. 4.15.080 also remain
unresolved.

The Parishes, the Retreat Center, and the Tort Litigants
Committee stipulate regarding the treatment of 151 claims to avoid
the cost of litigation and to facilitate a resolution of the
Objections:

   (a) All 151 Parish Claims are general unsecured claims and not
       secured or lien claims;

   (b) The Parish Claims are categorized into three kinds:

       (1) D&L Claims, which are claims representing funds
           allegedly deposited by a Parish in the Diocese Deposit
           & Loan Fund, which funds the Parishes assert they are
           entitled to recover;  

       (2) $1,268 of the Retreat Center's Claim No. 331 for
           $3,501,268, on account of prepetition services
           performed by the Retreat Center on behalf of the
           Diocese; and

       (3) Equitable Lien Theory Claims or all other Parish
           claims and the residual portion of the Claim No. 331
           irrespective of whether that Claim makes reference to
           an equitable lien or any other form of lien;

   (c) D&L Claims will remain as general unsecured claims subject
       to pending or further objections filed by the Tort
       Litigants Committee, Tort Claimants Committee, Future
       Claims Representative, the Diocese, or any other party
       entitled to file an objection to D&L Claims.  The
       classification and voting rights of D&L Claims are
       reserved by all parties to be addressed in the Disclosure
       Statement and Plan confirmation process; and

   (d) For purposes of any plan of reorganization on which a
       Disclosure Statement has been approved or noted for
       approval prior to December 6, 2006, and thereafter
       approved within 45 days, the Retreat Center Services
       Claims:

       * are subordinated for distribution purposes; and

       * may be classified separately in any plan of
         reorganization and disclosure statement.

       The Retreat Center:

       * may waive the application of confirmation-related
         provisions and rights pursuant to Sections
         1129(a)(7)(A)(ii), 1129(b)(2)(B), and 1126(g) of the
         Bankruptcy Code; and

       * will not be entitled to a vote for any Plan in which a
         Disclosure Statement has been approved within the time
         periods.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 68; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CATHOLIC CHURCH: Spokane Pact Mediation to Continue to Sept. 14
---------------------------------------------------------------
The parties in the Chapter 11 case of the Diocese of Spokane
agreed to a third mediation session on September 14 and 15, 2006,
in Reno, Nevada, before former Bankruptcy Court Judge Zive, Shaun
M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller, LLP,
in Spokane, Washington, relates.

The mediation previously talks involving the Diocese, Association
of Parishes, the Tort Litigants Committee, the Tort Claimants
Committee and the Future Claims Representative were held twice, in
Reno on July 7, 2006, and in Spokane on August 21, 22 and 23,
2006.  

The second round of mediation wrapped up with no deal in sight,
the SpokesmanReview.com reports.  

The mediation aims to resolve several issues that the Diocese
faces, including claims settlement and Judge Quackenbush's ruling
that parishes are separate and distinct from the Diocese and can,
therefore, sue and be sued.

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 68; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


CINEMARK INC: S&P Rates Proposed $1.27 Billion Bank Loan at B
-------------------------------------------------------------
Standard & Poor's Ratings Services' ratings, including the 'B+'
corporate credit ratings, on Cinemark Inc. and subsidiary company
Cinemark USA Inc., which are analyzed on a consolidated basis,
remained on CreditWatch with negative implications because of the
pending debt-financed acquisition of Century Theatres Inc.
(B+/Negative/--).

After the transaction is completed, Standard & Poor's will lower
the ratings, including lowering the corporate credit rating to 'B'
from 'B+', and assign a stable outlook.

"The downgrade will be based on the increased credit risk from the
proposed acquisition and our concerns about rising industry risk,"
said Standard & Poor's credit analyst Tulip Lim.

The rating agency will also lower the ratings on the company's
senior subordinated notes and senior discount notes to 'CCC+' from
'B-'.

Standard & Poor's also assigned a 'B' rating to Cinemark's
proposed $1.27 billion bank loan facility, the same as the post-
acquisition corporate credit rating, with a '2' recovery rating,
indicating expectations of a substantial (80%-100%) recovery of
principal in a payment default scenario.  The new bank loan and
recovery ratings are not on CreditWatch.

Upon closing of the acquisition, Standard & Poor's will withdraw
the ratings on the existing senior secured credit facilities.  Pro
forma for the transaction, the Plano, Texas-based movie exhibitor
will have $3.1 billion in debt, including holding company notes
and capitalized operating leases.

The ratings on Cinemark reflect:

   * the company's high lease-adjusted leverage and financial
     risk;

   * the mature and highly competitive nature of the U.S. motion
     picture exhibition industry;

   * exposure to the fluctuating popularity of Hollywood films;

   * shortening windows between theatrical and DVD/video-on-demand
     release; and

   * competition from other exhibitors and alternative
     entertainment sources.

These concerns outweigh the benefits of:

   * Cinemark's and Century's quality theater circuits;

   * the combined company's above-average profit margins;

   * Cinemark's experienced management team; and

   * the modest diversity provided by its profitable non-U.S.
     operations.


COMMUNICATION INTELLIGENCE: Incurs $925,000 Net Loss in 2nd Qtr.
----------------------------------------------------------------
Communication Intelligence Corp. filed its consolidated financial
statements for the second quarter ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 14, 2006.

The Company incurred a $925,000 net loss on $448,000 of net
revenues for the three months ended June 30, 2006, compared to a
$834,000 net loss on $1.2 million of net revenues in 2005.

As of June 30, 2006, the Company's accumulated deficit widened to
$86.3 million from $84.6 million of deficit at Dec. 31, 2005.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1153

                        Going Concern Doubt

Stonefield Josephson, Inc., in San Francisco, California, raised
substantial doubt about MDwerks, Inc.'s ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring operating losses and accumulated
deficit.

Headquartered in Redwood Shores, California, Communication
Intelligence Corporation -- http://www.cic.com/-- supplies  
electronic signature solutions for business process automation in
the Financial Industry and a leader in biometric signature
verification.  CIC's products enable companies to achieve
paperless workflow in their eBusiness processes by enabling them
with "The Power to Sign Online(R)" with multiple signature
technologies across virtually all applications.  Industry leaders
such as AIG, Charles Schwab, Prudential, Nationwide (UK) and Wells
Fargo chose CIC's products to meet their needs.  CIC sells
directly to enterprises and through system integrators, channel
partners and OEMs.


COMPANIA DE ALIMENTOS: Bondholders File Involuntary Ch 11 Petition
------------------------------------------------------------------
Bondholders took steps to place, on Sept. 11, 2006, one of
Argentina's Compania de Alimentos Fargo S.A. under Chapter 11
bankruptcy protection in the US, in a move highlighting deep
tensions between international investors and Argentinian law.

The Chapter 11 petition against insolvent Argentine bread company
Compania de Alimentos Fargo S.A., was filed in the US Bankruptcy
Court for the Southern District of New York, by a group of
bondholders in the company in a bid to protect their interests as
the largest creditor base.  The filing follows the effective
exclusion of the bondholders from earlier Concurso bankruptcy
proceedings in Argentina, following an Argentine court decision in
March 2005 to disallow bondholders from voting the principal
amount of their claims.  The Concurso ruling effectively enabled
Fargo to ignore the bondholders, marking a dangerous development
for international bond investors abroad.

The bondholders, Rainbow Global High Yield Fund, Argo Capital
Investors Fund SPC, The Star Fund and The Rainmac Fund hold in
excess of 65% of the 13-1/4 Senior Notes due 2008, governed by New
York law.

Concurrently, the bondholders have requested that the US
Bankruptcy Court authorize examinations of, among others, Fargo
and associated joint owners Grupo Bimbo Sociedad Anonima de
Capital Variable S.A. and Mr Fernando Chico Pardo, in connection
with their activities in the Concurso.  By initiating the
proceedings, the Funds aim to preserve value for creditors and
ultimately secure a fair restructuring of the company.  Ian McCall
of Rainbow Advisers said, "We believe Bimbo is attempting to
control the industry and use any means necessary to get this
business as cheap as they can. We want to be treated fairly and
get priority treatment in the capital structure over equity."

Fargo entered into Concurso bankruptcy proceedings in Argentina in
2002.  In response to a loan default, Deutsche Bank enforced its
security and sold its equity interest in Fargo and a $30 million
loan to entities controlled by Mexican businessman Chico Pardo.  
In turn, Mr Pardo disposed of 30% of the Interests to Bimbo,
Fargo's closest competitor in the Argentine bread market.  These
transactions have allowed control of the Concurso process to lie
in the hands of Bimbo and Mr. Pardo to the detriment of the
general creditor body.

In March 2005, in a decision, which stunned the local and
international financial community, an Argentine court agreed to
prevent any bondholders from voting the principal face amount of
their bonds in the Concurso proposal submitted by Fargo.  "The
ruling contravenes predominant Concurso case law in Argentina and
goes against general principles of Argentine Concurso matters,"
commented Matias Zaefferer, legal counsel for the Funds in
Argentina.

The Funds hope that the involuntary Chapter 11 filing will deter
other non-US entities that have availed themselves of the US
capital markets, from subsequently manipulating equity and secured
debt positions in local insolvency proceedings in order to negate
the rights of international bondholders.  Mr. McCall of Rainbow
Advisors added, "In Mexico, there have been similar problems for
bondholders disenfranchised from bankruptcy processes.  Mexican
law favors equity holders and we believe the shareholders want the
same result in Argentina."

"This unusual decision by the Argentine courts has disenfranchised
90% of the company's creditors from the restructuring process,"
David Eaton, partner at Kirkland & Ellis LLP and legal counsel to
the Funds in the US, commented.  "It means a company could borrow
an untold amount of money in the US capital markets and then file
a Concurso proceeding in Argentina, and be able to pass through a
restructuring that negatively impacts bondholders, without them
being allowed to vote on it.  It is a major adverse precedent for
US bond investors and threatens the sanctity of the US capital
markets."

                   About Compania de Alimentos

Based in Buenos Aires, Argentina, Compania de Alimentos Fargo S.A.
-- http://www.fargo.com.ar/-- produces and distributes packaged  
bread.  It is also the sole bread supplier for McDonald's in
Agrentina.

The Company is controlled by the Mexican investor Chico Pardo
(70%) and the Bimbo group (30%).  The company has a debt of
$185 million, from which $120 million belong to Obligaciones
negociables.


COMPANIA DE ALIMENTOS: Involuntary Chapter 11 Case Summary
----------------------------------------------------------
Alleged Debtor: Compania de Alimentos Fargo, S.A.
                Av. Leandro N. Alem 928  
                Piso 7
                Oficina 721
                Buenos Aires, Republic of Argentina

Involuntary Petition Date: September 11, 2006

Case Number: 06-12128

Chapter: 11

Court: Southern District of New York (Manhattan)

Judge: Stuart M. Bernstein

Petitioners' Counsel: David Eaton, Esq.
                      Kirkland & Ellis LLP
                      200 East Randolph
                      Chicago, IL 60601
                      Tel: (312) 861-2000

   Petitioners                    Nature of Claim   Claim Amount
   -----------                    ---------------   ------------
Rainbow Global High Yield Fund    13-1/4% Senior     $20,190,000
P.O. Box 9934, Ansbacher House    Notes Due 2008
2nd Floor, East Street
Nassau, The Bahamas

Argo Capital Investors Fund SPC   13-1/4% Senior     $27,585,000
Century Yard, Cricket Square      Notes Due 2008
Hutchins Drive, P.O. Box 2681
George Town
Grand Cayman Islands
British West Indies

The Star Fund                     13-1/4% Senior     $20,515,000
P.O. Box 9934                     Notes Due 2008
Ansbacher House
2nd Floor, East Street
Nassau, The Bahamas

The Rainmac Fund                  13-1/4% Senior     $14,100,000
c/o Walkers BVI Ltd.              Notes Due 2008
Walkers Chambers, Mill Mall
P.O. Box 92
Roadtown, Tortola, BVI



COMPLETE RETREATS: U.S. Trustee Amends Objection to Fee Procedures
------------------------------------------------------------------
Diana G. Adams, the Acting U.S. Trustee for Region 2, amended her
objection to Complete Retreats LLC and its debtor-affiliates'
request asking the U.S. Bankruptcy Court for the District of
Connecticut to establish uniform procedures for compensating and
reimbursing Court-approved professionals on an interim basis.

Only very few Court-approved Professionals have been employed in
the Debtors' Chapter 11 cases, the U.S. Trustee notes.  At this
stage, the retainers received by the Professionals, as well as
the administrative priority granted them by the Bankruptcy Code,
sufficiently insulate them from the risk of non-payment.

However, the U.S. Trustee anticipates that in the next few
months, the expenses the Debtors expect to incur in their Chapter
11 cases will greatly exceed the income they generate.

The U.S. Trustee thus asks the Court to deny the Debtors' request
until:

   (a) the Debtors have filed their Schedules of Assets and
       Liabilities, Statements of Financial Affairs, and
       monthly operating reports;

   (b) parties-in-interest have had an opportunity to examine the
       Debtors with respect to the filings; and

   (c) the Debtors have, at a minimum, made a showing that their
       Chapter 11 cases are not expected to end in an
       administrative insolvency where the payment of
       Professionals in accordance with the Motion prejudices the
       payment of other administrative claims.

The U.S. Trustee maintains that to the extent the Court approves
the Debtors' request, each Professional should forfeit its
ability to receive monthly payments from the Debtors unless they
file a formal fee application with the Court within 30 days of
the end of each 120-day cycle.

The U.S. Trustee also reiterates its request for the Court to
schedule a hearing on the Motion so that the issues she has
presented may be considered.

As reported in the Troubled Company Reporter on Aug 24, 2006, the
U.S. Trustee opposed the Debtors' request contending that the
compensation of professionals should wait until the filing of the
Debtors' Schedules and Statements.  Without those Schedules and
Statements, the U.S. Trustee explained, it is not possible to
fully and accurately evaluate the Debtors' ability to fund
professional fees without risk to the bankruptcy estates.

The Debtors' proposed procedure for interim compensation, as
published in the Troubled Company Reporter on Aug. 17, 2006,
states that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: Creditors Panel Supports Compensation Procedure
------------------------------------------------------------------
The Official Committee of Unsecured Creditors in Complete Retreats
LLC and its debtor-affiliates' Chapter 11 cases supports the
Debtors' request asking the U.S. Bankruptcy Court for the District
of Connecticut to establish uniform procedures for compensating
and reimbursing Court-approved professionals on an interim basis.

The Committee says the Compensation Procedures also apply to its
members seeking reimbursement of expenses pursuant to Section
503(b)(3)(F) of the Bankruptcy Code.

Section 503(b)(F) provides that a member of a committee appointed
under Section 1102 of the Bankruptcy Code will be allowed an
administrative expense if the expense is incurred in the
performance of the duties of that committee.

The Creditors Committee asks the Court to permit its counsel to
collect statements of expenses incurred by the Committee members
in the performance of their duties, and submit the statements for
reimbursement in accordance with the Monthly Compensation
Procedures so that the Committee Member Expenses are reimbursed
on a monthly basis.

Jonathan B. Alter, Esq., at Bingham McCutchen LLP, in Hartford,
Connecticut, notes that Robert Glanville has asked the Court to
require Professionals to "file their Monthly Statements with the
Court and serve them in accordance with the procedures governing
other pleadings."  Mr. Glanville's request could require
additional service by United States Mail on those parties who do
not receive electronic notices, Mr. Alter points out.

In the interest of cost-efficiency, the Committee asks the Court:

   (a) not to require the Professionals to serve the Monthly
       Statements in accordance with the procedures governing
       other pleadings; and

   (b) to limit service of the Monthly Statements to the Notice
       Parties, namely, the Debtors, counsel for the Debtors,
       counsel for the Committee and the Office of the U.S.
       Trustee.

The Committee believes that it is not necessary to wait for the
Debtors to file their Schedules and Statements before the Court
enters an order on the Debtors' request.  The deadline for the
Debtors to file their Schedules and Statements is on
September 21, 2006, and the Committee can discern no meaningful
purpose to delay the entry of the order, Mr. Alter notes.

As for waiting until retention orders are entered prior to
entering the Compensation Procedures Order, Mr. Alter argues that
the mere entry of the proposed Order at this point in the cases
does not obligate the Debtors to pay professionals that do not
become duly retained in their bankruptcy cases.

Mr. Alter asserts that establishing the Monthly Compensation
Procedures will:

   -- enable the Debtors to monitor the costs of administration
      of their estates;

   -- enable the Debtors to forecast level cash flows;

   -- enable the Debtors to implement efficient cash management
      procedures; and

   -- allow the Court and parties-in-interest, including the
      U.S. Trustee, to ensure the reasonableness and necessity of
      the compensation sought in the Debtors' Chapter 11 cases.

The Committee does not object to the U.S. Trustee's request
requiring Professionals to file an interim fee application within
30 days of the end of each 120-day cycle or forfeit the
opportunity to receive further monthly payments of compensation
or reimbursement of expenses until the Professional's fee
applications are made and brought fully up-to-date.

The Debtors' proposed procedures for interim compensation, as
published in the Troubled Company Reporter on Aug. 17, 2006,
states that:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


COMPLETE RETREATS: D.G. Capital Seeks Rule 2004 Exam on 2 Officers
------------------------------------------------------------------
D.G. Capital LLC asks the U.S. Bankruptcy Court for the District
of Connecticut to direct Robert L. McGrath, former president of
Debtor Distinctive Retreats, and James H. Mitchell, vice president
of Distinctive, to appear for an examination regarding certain
matters, within the scope of Rule 2004 of the Federal Rules of
Bankruptcy Procedure, including:

   (1) the capital structure of Distinctive;
   (2) the number of series within the LLC structure;
   (3) the membership interests in each series;
   (4) the assets and liabilities of each series; and
   (5) the circumstances and details of the adoption of a
       resolution to file the case by its governing board.

Michael R. Enright, Esq., at Robinson & Cole LLP, in Hartford,
Connecticut, recounts that Distinctive borrowed $2,850,000 from
D.G. Capital in May 2006, to finance the purchase of a
condominium in Maui.  The loan was secured by a first mortgage on
the condominium and by a pledge of membership interests in
Distinctive Retreats.

The loan has matured and remains unpaid while interest and other
charges continue to accrue, Mr. Enright tells the Court.

Distinctive is a Delaware limited liability company and its
Certificate of Formation and Limited Liability Company Agreement
contain:

   (i) special limitations as a series LLC under Delaware law,
       including provisions pursuant to Section 18-215 of the
       Delaware Limited Liability Company Act; and

  (ii) special purpose entity restrictions which require written
       unanimity among directors and the Class A Member regarding
       filing authority.

In connection with the joint administration of Complete Retreats
LLC and its debtor-affiliates' Chapter 11 cases, relief accorded
to the Debtors may unjustifiably favor the creditors or equity
holders of one or more Debtors over other Debtors if the
applicable distinctions among the creditor bodies are not
observed, Mr. Enright asserts.  "This concern may be exacerbated
within Distinctive [Retreats] because of its status as a series
LLC pursuant to the Delaware Limited Liability Company Act.  
Distinctive itself may need to be viewed and treated as a number
of discrete Debtors, given the nature of a series LLC."

In essence, Delaware law permits each series of the LLC to be a
unit unto itself, with assets and liabilities of each series
considered separately for purposes of creditors' rights, Mr.
Enright points out.

According to Mr. Enright, the rights of Distinctive Retreats'
creditors may vary depending on:

   -- whether the formalities required by the Delaware statute
      were satisfied prepetition; and

   -- how Distinctive designated the assets and liabilities which
      were to be included in each series.

"Nothing in the filings made by Distinctive to date sheds any
light on these details, [the] consideration of [which] is
essential to an understanding of the rights of [Distinctive's
creditors]," Mr. Enright asserts.

Accordingly, a full exploration through the Rule 2004 process of
the capital structure of Distinctive Retreats, its multiple
series and the assets and liabilities of each series, to
consider, among other things, the implications of this structure
in Distinctive Retreats' Chapter 11 case, is necessary, Mr.
Enright contends.

The only filing as of Aug. 29, 2006, in this regard was appended
to the petition of Distinctive and is a certificate from Mr.
McGrath certifying that the form of resolution attached to the
certificate was adopted by the boards of each of the related
entities prior to filing of their petitions, Mr. Enright notes.

Mr. Enright argues that Mr. McGrath's certification is
insufficient to evidence Distinctive' authority to file and does
not address whether the special purpose entity provisions in
Distinctive Retreats' governance documents were satisfied.

To evidence authority to file, a copy of the written unanimous
consent of the Class A Member and the Board of Managers is
required because that is the prerequisite to filing established
by the governance documents, Mr. Enright maintains.

If the Court grants its request, D.G Capital will seek Mr.
McGrath's and Mr. Mitchell's attendance and production of
relevant documents by subpoena.

D.G. Capital proposes to hold the examinations at the offices of
Robinson & Cole, LLP, at 280 Trumbull Street, in Hartford,
Connecticut on September 22, 2006.

                     About Complete Retreats

Headquartered in Westport, Connecticut, Complete Retreats LLC
operates five-star hospitality and real estate management
businesses.  In addition to its mainline destination club
business, the Debtor also operates an air travel program for
destination club members, a villa business, luxury car rental
services, wine sales services, fine art sales program, and other
amenity programs for members.  Complete Retreats and its debtor-
affiliates filed for chapter 11 protection on July 23, 2006
(Bankr. D. Conn. Case No. 06-50245).  Nicholas H. Mancuso, Esq.
and Jeffrey K. Daman, Esq. at Dechert LLP represent the Debtors in
their restructuring efforts.  Michael J. Reilly, Esq., at Bingham
McCutchen LP, in Hartford, Connecticut, serves as counsel to the
Official Committee of Unsecured Creditors.  No estimated assets
have been listed in the Debtors' schedules, however, the Debtors
disclosed $308,000,000 in total debts.  (Complete Retreats
Bankruptcy News, Issue No. 7; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


CONCORD RE: Moody's Rates $365 Million Senior Sec. Loan at Ba2
--------------------------------------------------------------
Moody's Investors Service assigned a definitive Ba2 rating to
the $365 million senior secured term loan facility of Bermuda-
domiciled Concord Re Limited.  Moody's also assigned a definitive
Baa2 insurance financial strength rating to Concord Re.  The
outlook for both ratings is stable.  These definitive ratings
replace the provisional ratings previously assigned to Concord
Re on August 21, 2006, pending receipt and review of final
executed documents.

These definitive ratings were assigned:

   * senior secured term loan facility due 2012 at Ba2.
   * insurance financial strength at Baa2.

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

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

Initial capitalization for Concord Re is $730 million, comprised
of $365 million in the senior secured term loan and $365 million
of common equity.  Concord Re has posted its total paid-in
capital, net of transaction expenses, as cash and securities
into a trust to collateralize its reinsurance obligations to
Lexington.  Funds in the trust will be invested in investment-
grade securities with restrictions similar to those specified
by Regulation 114.

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

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

Moody's further noted four structural elements of the transaction
which impacted its assessment.  First, the minimal collateral
requirement, as it is currently structured, may not always rise in
lockstep with risk exposure, making it less likely that risk
exposure will be reduced -- via an adjustment to the cession
percentage -- if funds in the collateral trust fall below the
minimum collateral requirement.  The minimal collateral
requirement was an important quantitative consideration given that
the interests of equity holders, cedant, and debt holders are
partially aligned through that structural feature. Second,
subsequent reinsurance purchased by Lexington or AIG will not
inure to the benefit of Concord Re.  Third, the ability of equity
holders to extract dividends out of net income on a quarterly
basis also impacted Moody's assessment.  Last, debt holders are
exposed to uncertainty surrounding the exact amount of liabilities
that are owed to Lexington when the liabilities are commuted at
the end of the vehicle's life.

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

The ratings contemplate a maximum underwriting period of
36 months, assuming that equity holders -- having suffered a
cumulative net loss after 18 months -- will elect to extend the
underwriting period by another 18 months and that debt remains in
place accordingly, for the full tenor of 5.5 years.  The ratings
also assume no additional debt above the original $365 million
committed and fully funded initial term loan.

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

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


CORNELL TRADING: Creditors Lose Bid to Dismiss Chapter 11 Case
--------------------------------------------------------------
The Honorable Joan N. Feeney of the U.S. Bankruptcy Court for the
District of Massachusetts denied the request of Cornell Trading,
Inc., and its Official Committee of Unsecured Creditors to dismiss
the Debtor's chapter 11 case, according to Burlington Free Press.

Burlington Free Press staff writer Dan McLean reports that the
request would have prearranged some 1,200 unsecured creditors,
which includes companies, utilities, landlords, employment
agencies, employees, suppliers, customers and the Vermont
Department of Taxes or about 5.3% of the estimated $8.89 million
general unsecured claims against the Debtor.

Creditors had agreed to split $493,634 carve out funds from the
sale of store leases, but the deal needed Court approval.  The
motion to dismiss the case was denied for "reasons stated on the
record," Mr. McLean adds.

Headquartered in Williston, Vermont, Cornell Trading, Inc. --
http://www.aprilcornell.com/-- sells women's and children's  
apparel including dresses, skirts, blouses, and sleepwear.
Cornell also offers books and housewares like table linens,
placemats and napkins, bedding, and dolls and stuffed animals.
The Company filed for chapter 11 protection on January 4, 2006
(Bankr. D. Mass. Case No. 06-10017).  Christopher J. Panos, Esq.,
at Craig & Macauley, P.C., represents the Debtor in its
restructuring efforts.  Lawrence C. Gottlieb, Esq., at Kronish
Lieb Weiner & Hellman LLP represents the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed estimated debts and assets between
$10 million to $50 million.


CRIIMI MAE: Fitch Lowers $12 Million Class F Bond's Rating to C
---------------------------------------------------------------
Fitch Ratings downgraded CRIIMI MAE Trust I's commercial mortgage
bonds, series 1996-C1:

   -- $62.7 million class E to 'B-' from 'B'

   -- $12.0 million class F to 'C' from 'B-' and assigned a
      Distressed Recovery rating of DR5

Fitch did not rate the $3.9 million issuer's equity.

The downgrades are the result of expected losses to the underlying
transactions as well as the increasing concentrations of the deal.

The certificates are collateralized by all or a portion of eight
classes in six separate underlying fixed rate CMBS transactions.
The weighted average rating factor of the underlying classes is
53.9 ('CCC''), stable from issuance.  The classes' ratings are
based on Fitch's actual rating, or on Fitch's internal credit
assessment for those classes not rated by Fitch.

Approximatley 56% of the underlying collateral consists of classes
in the first loss position.  Of these classes, the Fitch expected
losses are anticipated to impact class F.  The majority of the
Fitch expected losses are in the Asset Securitization Corporation,
Series 1996-D2 transaction.

Delinquencies in the underlying transactions are:

   * 30 days: 0%;
   * 60 days: 0%;
   * 90+ days: 11%;
   * in foreclosure: 0%; and
   * real estate owned 1.3%.


DANA CORP: Court OKs Pact Dismissing AREH's Trading Order Appeal
----------------------------------------------------------------
In a stipulation approved by the U.S. Bankruptcy Court for the
Southern District of New York, Dana Corporation and its debtor-
affiliates agreed with the American Real Estate Holdings Limited
Partnership to dismiss, as moot, AREH's appeal of the Bankruptcy
Court's April 2006 interim order on the Debtors' request to
establish notice and hearing procedures to limit claims
and equity trading.

The Debtors and AREH further agreed that each party will bear
its own costs.

AREH is one of the broker-dealers and market makers who declared
claimholder status with anticipated claim in excess of
$100,000,000 against the Debtors.

As reported in the Troubled Company Reporter on May 16, 2006,
AREH challenged the Bankruptcy Court's interlocutory order
continuing the hearing on the Debtors' request to establish notice
and hearing procedures for trading in claims and equity securities
to June 28, 2006.  AREH sought leave to appeal the Continuance
Order to the U.S. District Court for the Southern District of New
York.

In its interim order published in the Troubled Company Reporter on
May 11, 2006, the Bankruptcy Court ruled among others that
no party may use any acquisitions of Debtors' securities that
close after April 4, 2006, as evidence, basis for standing, claims
of prejudice or any other consideration in opposing or otherwise
in connection with disputing or litigating the relief sought in
the Debtors' Trading Procedures Motion.

AREH along with other objectors challenged the Bankruptcy Court's
authority to approve the Trading Procedures.  They argued that the
Debtors' request should be properly filed in an adversary
proceeding because, among others,

   (i) Section 362 of the Bankruptcy Code does not provide the
       Court the authority to enter the Trading Procedures Order
       because claims trading does not violate the automatic
       stay; and

  (ii) The Trading Procedures Order is an injunction.

In its appeal, AREH asked the District Court to find:

    1. whether the Bankruptcy Court erred in entering the Trading
       Order, which finally determined that any claims trading
       restrictions imposed after a future hearing will have
       retroactive effect, denied standing to contest the
       restrictions to parties who might, by acquiring claims
       against the Debtors, be most aggrieved by the restrictions
       and thereby deprived AREH and other claimholders of
       procedural due process;

    2. whether the Bankruptcy Court erred in entering the Trading
       Order because the order, in effect, constituted a ruling
       that the automatic stay under Section 362(a)(3) supplied
       sufficient statutory authority to interfere with third
       party transactions involving claims against the Debtors;
       and

    3. whether the Bankruptcy Court erred in interfering with
       third party transactions involving claims against the
       Debtors by the Trading Order without requiring the Debtors
       to establish the elements necessary to support injunctive
       relief.

                      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.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  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. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Intermet Wants Stay Lifted to Commence Avoidance Action
------------------------------------------------------------------
Intermet Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to:

   (a) lift the automatic stay to allow them to commence an
       avoidance action against Dana Corporation and its debtor-
       affiliates in the U.S. Bankruptcy Court for the Eastern    
       District of Michigan, Southern Division; or

   (b) direct the Dana Debtors to enter into an appropriate
       tolling agreement.

According to the Intermet Debtors, their Books and Records reveal
that they made one or more transfers by check, wire transfer, or
its equivalent of an interest in their property, aggregating
$1,383,908, to one or more of the Dana Debtors on or within 90
days before Intermet filed for bankruptcy.

The Intermet Debtors believe that those Transfers constitute
preferential transfers, which, subject to defenses available to
the transferees, may be avoided and recovered for their benefit.

The Michigan Bankruptcy Court has established Sept. 28, 2006,
as the last day for filing any avoidance actions.

Richard M. Meth, Esq., at Pitney Hardin, LLP, in New York,
asserts that without immediate relief from the automatic stay,
the Intermet Debtors will be unable to commence the Avoidance
Action by the Filing Date, and thus will be prejudiced by the
loss of a valuable cause of action.

Mr. Meth argues that the harm that will fall on the Intermet
Debtors if they are prevented from timely filing the Avoidance
Action outweighs any potential added burden that the Dana Debtors
might incur in having to defend the Avoidance Action.

                          About Intermet

Troy, MI-based Intermet Corporation -- http://www.Intermet.com/--  
emerged from bankruptcy in November 2005.  Intermet provides
machining and tooling services for the automotive and industrial
markets specializing in the design and manufacture of cast
automotive components for the global light truck, passenger car,
light vehicle and heavy-duty vehicle markets.  Intermet, along
with its debtor-affiliates, filed for chapter 11 protection on
Sept. 29, 2004 (Bankr. E.D. Mich. Case Nos. 04-67597 through 04-
67614). Salvatore A. Barbatano, Esq., at Foley & Lardner LLP,
represented the Intermet Debtors.  When the Intermet Debtors filed
for protection from their creditors, they listed $735,821,000 in
total assets and $592,816,000 in total debts.

                      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.  Fried, Frank, Harris, Shriver & Jacobson,
LLP serves as counsel to the Official Committee of Equity Security
Holders.  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. 20; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DANA CORP: Agrees to Sell Trailer Axle-Making Biz for $38 Million
-----------------------------------------------------------------
Dana Corporation and two affiliates have entered into asset
purchase agreements with Hendrickson USA, L.L.C., a subsidiary of
The Boler Company, and its affiliates for the sale of Dana's
trailer axle-manufacturing business.  Under terms of the
agreements, the buyers will acquire certain assets located in
Lugoff, S.C., USA; Barrie, Ontario, Canada; and Wuxi, China, which
are used to manufacture heavy-duty trailer axles and suspensions
for an aggregate price of approximately $38 million in cash.  The
buyer will also assume certain liabilities related to the
business.

The transactions are subject to the approval of the United States
Bankruptcy Court for the Southern District of New York, which has
jurisdiction over Dana's Chapter 11 reorganization proceedings.  
As a standard part of the divestiture process, Dana has filed a
motion with the Bankruptcy Court seeking approval of procedures
that will provide an opportunity for competitive bids on the
trailer axle assets before the sale is approved by the Court.  
Dana expects the bidding process to be completed and the sale to
close in the fourth quarter of 2006.

Dana Heavy Vehicle Products President Nick Stanage said the asset
sale will support the company's efforts to focus more intently on
its core commercial vehicle drivetrain product lines.  "This
divestiture will benefit our Commercial Vehicle group by
concentrating its resources on our core products and competencies
-- namely drive and steer axles, driveshafts, brakes and tire
inflation systems for commercial vehicles," he said.

Mr. Stanage added, "We view this transaction as a strategic
opportunity for both Dana and the buyer.  This is a good business
that has the opportunity to become even better by teaming with a
company that considers trailer products a core pursuit and has the
resources to further develop this group's capabilities to address
this market segment."

Dana's trailer products business employs approximately 180 people
at two principal locations: Lugoff, S.C., and Barrie, Ontario.  
Under terms of the agreements with Hendrickson, 90 employees, a
commercial vehicle building, and trailer manufacturing assets at
Lugoff will go to the buyer.  In Barrie and Wuxi, China, only
trailer manufacturing assets will be sold to the buyer.  
Approximately 90 positions in Barrie will be eliminated when the
assets are relocated by the buyer.  In Wuxi, employees will be
reassigned to Dana's remaining operations within the facility.

In conjunction with the asset purchase agreements, Bendix Spicer
Foundation Brake LLC, a joint venture in which Dana has an
interest, has agreed to continue to supply Bendix(R) brake systems
to Hendrickson.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation (OTC Bulletin
Board: DCNAQ) -- 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.  Fried, Frank, Harris, Shriver & Jacobson, LLP serves
as counsel to the Official Committee of Equity Security Holders.  
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.


DELL INC: SEC Accounting Probe Delays Quarterly Report Filing
-------------------------------------------------------------
Dell Inc. is delaying filing of the Form 10-Q for its fiscal
second quarter ended Aug. 4, 2006.  The company said it plans to
file the report as soon as possible.

The Company disclosed that it is unable to file its quarterly
report because of questions raised in connection with an informal
investigation by the U.S. Securities and Exchange Commission into
certain accounting and financial reporting matters and the
subsequently initiated independent investigation by the Audit
Committee of its board of directors.

The investigations have indicated the possibility of misstatements
in prior period financial reports, including issues relating to
accruals, reserves and other balance sheet items that may affect
the company's previously reported financial results.

The company is working with the Audit Committee and with the
company's independent auditors to determine if any restatements of
prior period financial reports will be necessary.

"We have not yet reached any conclusion on materiality as to these
issues," said Don Carty, chairman of the Audit Committee reviewing
the matter. "We are continuing to investigate the matter fully,"
Mr. Carty added.

The SEC requests for information have been joined by a similar
request from the United States Attorney for the Southern District
of New York, who has subpoenaed documents related to the company's
financial reporting from 2002 to the present.
  
"We are fully cooperating with the investigations and working to
resolve any and all issues raised in connection with those
investigations as quickly as possible, and we will take any
appropriate remedial or corrective actions to address any
problems," Chairman Michael Dell said.

In light of these developments, the company has suspended its
ongoing share repurchase program until further notice.  In
addition, given the delay in its 10-Q filing, the company has
postponed the meeting with analysts that was to be held tomorrow,
September 13 and will reschedule it to a later date.

Dell, Inc. (NASDAQ: DELL) -- http://www.dell.com-- designs,  
develops, manufactures, markets, sells, and provides support for
various computer systems and services to customers worldwide.


DELPHI CORP: Officials Optimistic About UAW Talks
-------------------------------------------------
"I am optimistic we'll come to a reasonable conclusion," General
Motors Corp.'s chairman and CEO Richard Wagoner said about
negotiations with Delphi Corp. and the United Auto Workers union,
Bloomberg News relates.

GM's chief financial officer Fritz Henderson, during a Credit
Suisse automotive conference in New York, shared that same
conviction.  "I am absolutely convinced we will find a equitable
solution," Mr. Henderson said, according to Bloomberg News.

Mr. Wagoner clarified, however, that talks are complex and taking
some time, Bloomberg News relates.

"We would like to get it done as soon as we can," Mr. Wagoner
said.

Delphi is seeking to reject its collective bargaining agreements
with unions and to modify obligations to provide insurance
benefits for its hourly retirees.  To restructure its U.S.
operations, Delphi is planning to cut 4/5 of its 33,100 U.S.
hourly workers, close 21 of its 29 U.S. union plants and slash
wages and benefits for workers who stay.

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


DVI INC: Inks Securities Suit Settlement Deals with Noteholders
---------------------------------------------------------------
DVI, Inc., entered into Partial Settlement Agreements with OnCURE
Medical Corp., fka OnCURE Technologies, Corp., Dolphin Medical,
Inc. and PresGar Imaging, L.C. on behalf of those who purchased
the Securities of DVI in respect to the DVI, Inc. Securities
Litigation.

DVI settled their claims against OnCURE for $1,175,000, Dolphin
for $960,000, and PresGar for $750,000, for total Partial
Settlements of $2,885,000.  The final amount distributed to Class
Members will depend upon the amount of interest earned on these
funds and the amount of Court-approved attorneys' fees, costs and
expenses, and Notice and Administration Costs.

DVI is proposing the Partial Settlements because, upon
consideration of, among other things, the record, the potential
damages, the strength of the Class' claims and the risks and cost
of continued litigation, the Partial Settlements provide
substantial recovery to the Class, is fair, reasonable and
adequate, and is preferable to continued litigation.  OnCURE,
Dolphin and PresGar deny any liability or wrongdoing, but desire
to resolve the claims asserted under the terms set forth herein
and, in more detail, in the Settlement Agreements.

A hearing will be held before the Honorable Legrome D. Davis in
the U.S. District Court for the Eastern District of Pennsylvania
on Nov. 9, 2006 at 10:00 a.m. to determine whether:

    * the proposed Partial Settlements are fair, reasonable and
      adequate to the Class and should be approved;

    * the proposed Plan of Allocation is fair, reasonable and
      adequate to the Class and should be approved;

    * a proposed Final Judgment should be entered;

    * the amount of fees and expenses that should be awarded to
      Plaintiffs' Lead Counsel; and

    * to rule upon such other matters as the Court may deem
      appropriate.

Copies of a Proof of Claim form and the full printed Notice of (i)
Proposed Partial Settlements of Class Action, (ii) Hearing on
Proposed Settlements and Petition for Attorneys' Fees and Costs,
and (iii) Right to Share in Settlement Funds, are available at the
Claims Administrator at:

     DVI, Inc. Securities Litigation
     c/o Strategic Claims Services
     Claims Administrator
     2710 Concord Road, Suite 5
     Aston, PA 19104
     Telephone (610) 364-2693

DVI, Inc., the parent company of DVI Financial Services, Inc., and
DVI Business Credit Corporation, provide lease or loan financing
to healthcare providers for the acquisition or lease of
sophisticated medical equipment.  The Company, along with its
affiliates, filed for chapter 11 protection (Bankr. Del. Case
No. 03-12656) on Aug. 25, 2003.  Bradford J. Sandler, Esq., at
Adelman Lavine Gold and Levin PC, represents the Debtors in their
restructuring efforts.  When the Company filed for protection from
its creditors, it listed $1,866,116,300 in total assets and
$1,618,751,400 in total debts.  On Nov. 24, 2004, Judge Walrath
confirmed the Amended Joint Plan of Liquidation filed by DVI,
Inc., and its debtor-affiliates.


FALCONBRIDGE: Xstrata Acquires Company's Remaining Common Shares
----------------------------------------------------------------
Xstrata plc has mailed a notice of compulsory acquisition to all
remaining holders of Falconbridge Limited common shares.

Following Xstrata's offer to acquire all of the Common Shares
not already owned by it, the company beneficially owns
approximately 97.1% of the issued and outstanding Common Shares
on a fully diluted basis.

Since the Xstrata offer was accepted by holders of more than 90%
of the Common Shares, Xstrata is now exercising its right under
the compulsory acquisition provisions of the Business
Corporations Act (Ontario) to acquire all outstanding Common
Shares not already owned by Xstrata at the Offer price of
CDN$62.50 per Common Share.

Falconbridge shareholders with questions or requests for copies
of the documents, may contact:

            CIBC Mellon Trust Company
            Tel: 1-416-643-5500
                 1-800-387-0825

                       About Xstrata

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

Xstrata does business in six major international commodities
markets: copper, coking coal, thermal coal, ferrochrome,
vanadium and zinc, with additional exposures to gold, lead and
silver.  The Group's operations and projects span four
continents and nine countries: Australia, South Africa, Spain,
Germany, Argentina, Peru, Colombia, the United Kingdom and
Canada.  Xstrata holds a 97% stake in Falconbridge.

                      About Falconbridge

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

                        *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carry Standard & Poor's BB+ rating.


FALCONBRIDGE LTD: Xstrata Appoints Claude Ferron as COO
-------------------------------------------------------
Xstrata Copper declares a new senior management appointment
following its assumption on full management control of
Falconbridge Limited on Aug. 21, 2006.

Claude Ferron, formerly President of Canadian Copper and
Recycling for Falconbridge, has been appointed as Chief
Operating Officer for the newly established division Xstrata
Copper Canada, reporting to Xstrata Copper's Chief Executive,
Charlie Sartain.  Mr. Ferron is based in Toronto, and is
responsible for Xstrata Copper's operations in Canada. These
comprise the Kidd Creek mining and metallurgical operations in
Ontario, the Horne smelter and the Canadian Copper Refinery
business in Montreal, and the copper recycling business (Noranda
Recycling).  Mr. Ferron will also be appointed as a member of
the Xstrata Copper Executive Committee.

Charlie Sartain, Chief Executive Xstrata Copper, commented, "I
am delighted that Claude has joined Xstrata Copper in a senior
management position. He brings a wealth of experience and
knowledge of the former Falconbridge operations in Canada and
their respective markets and we look forward to the significant
contribution that he will make to the expanded Xstrata Copper.

"The acquisition of Falconbridge has positioned Xstrata Copper
as the third largest producer of copper in the world, with
managed production of over one million tonnes of copper per
annum, and mining operations in five countries.  It is an
exciting time for Xstrata Copper and we look forward to
integrating the former Falconbridge copper assets with our
existing global businesses as soon as possible."

                        About Xstrata

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

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

                       About Falconbridge

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

                        *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carry Standard & Poor's BB+ rating.


FALCONBRIDGE LTD: Inks Option & Joint Venture Accord with Benton
----------------------------------------------------------------
Falconbridge Limited has entered into an option and joint
venture agreement with Benton Resources Corp.

Falconbridge Limited is a subsidiary of the Xstrata group,
whereby Xstrata has the exclusive right and option at its
election to earn up to a 70% interest in the Goodchild Lake Ni-
Cu-PGM Project by spending $25,000,000 or completing a
feasibility study, which ever comes first.

The specific terms of the agreement are as follows:

    a) to maintain the right and option and earn a 50% interest
       Xstrata must complete aggregate exploration expenditures
       of $3,000,000 by Aug. 1, 2009, and make payments to
       Benton totaling $335,000 over the term of the earn-in:

      * an initial $50,000 cash payment on signing of the
        agreement;

      * an additional $60,000 cash payment and spend
        $750,000 on exploration by Aug. 1, 2007;

      * an additional $75,000 cash payment and spend an
        aggregate of at least $1,750,000 on exploration by
        Aug. 1, 2008; and

      * an additional $150,000 cash payment and spend an
        aggregate of $3,000,000 on exploration by Aug. 1,
        2009;

   b) to earn a further 10% interest to bring its interest to
      60%, Xstrata must spend a further $2,000,000 on
      exploration by Aug. 1, 2011;

   c) to earn a further 10% to bring its total interest up to
      70%, Xstrata must spend a further $20,000,000 on
      exploration or complete a feasibility study, which ever
      comes first, by Aug. 1, 2014;

   d) provided Xstrata earns a minimum of a 50% interest,
      Xstrata and Benton will form a joint venture (JV) based on
      the respective interests of the parties at the stage that
      Xstrata ceases to increase its interest; and

   e) After the JV is formed, if either party dilutes to a 10%
      interest, such interest shall automatically be converted
      to a 3% Net Smelter Royalty of which 1.5% can be purchased
      for $1.5 million by the other party.

The Goodchild Lake Project is located approximately 15 km. north
of Marathon, Ontario and is host to several nickel showings with
grab samples assaying up to 5.67% nickel -- collected by Benton
personnel -- and 6.72% nickel -- collected by Xstrata personnel.  
The large ultramafic intrusion measures approximately 5x8km and
has numerous untested airborne electromagnetic anomalies.  Benton
will keep their shareholders updated on developments at the
property as exploration moves forward.

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

                        *    *    *

Falconbridge's CDN$150 million 5% convertible and callable bonds
due April 30, 2007, carry Standard & Poor's BB+ rating.


FREESCALE SEMICONDUCTOR: In Buyout Talks with Investment Firms
--------------------------------------------------------------
Freescale Semiconductor, Inc. is in discussions with parties
relating to a possible business transaction.

According to Associated Press, a group of investment companies,
including Texas Pacific Group Ventures Inc. and The Blackstone
Group, is planning to buy the chipmaker.

There can be no assurances that any transaction will result from
these discussions.

To protect the interests of its stockholders, employees and
customers, Freescale said that it will not comment further on
these discussions unless and until it is appropriate to do so.

Based in Austin, Texas, Freescale Semiconductor, Inc. (NYSE:FSL)
(NYSE:FSL.B) -- http://www.freescale.com/-- designs and  
manufactures embedded semiconductors for the automotive, consumer,
industrial, networking and wireless markets.  Freescale became a
publicly traded company in July 2004.  The company has design,
research and development, manufacturing or sales operations in
more than 30 countries.

The Company's 7-1/8% Senior Notes due 2014 carry Moody's Investors
Service's Ba1 rating.


FORD MOTOR: Turnaround Plan Could Cost Up to 40,000 Jobs
--------------------------------------------------------
Ford Motor Co. could opt to cut its workforce by up to 40,000 as  
the Company braces to accelerate its restructuring efforts, the
Associated Press reports.

Ford, which had previously disclosed a reduction of plant-related
employment by 25,000 to 30,000 by 2012 as part of its "Way
Forward" plan, may speed up the lay-offs as pressure for a faster
turnaround mounts.  The Company had disclosed changes to its "Way
Forward" plan as it reeled from a $254 million net loss in the
second quarter of 2006.

According to the Associated Press, the Company's Board or
Directors will meet tomorrow and on Thursday to consider the
additional job cuts.

                          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.


FOSTER WHEELER: Secures New Sinclair Engineering Contract
---------------------------------------------------------
Foster Wheeler Ltd. disclosed that its subsidiary, Foster Wheeler
USA Corporation, part of its Global Engineering and Construction
Group, has been awarded a reimbursable engineering, procurement
and construction contract by Sinclair Oil Corporation for a 30,000
barrel per stream day delayed coker, gas plant and coke handling
facilities at its refinery at Tulsa, Oklahoma, United States.

The new coker, which will use Foster Wheeler's Selective Yield
Delayed Coking process, will allow the refinery to process heavier
crudes while maximizing the production of higher value products.

Terms of the award were not disclosed.  The project was included
in the company's second-quarter 2006 bookings.

"Foster Wheeler is delighted to be awarded this strategic project
by Sinclair Oil," said Troy Roder, president and chief executive
officer of Foster Wheeler USA Corporation.  "This award increases
our strong, diversified client base and reflects the quality and
depth of our personnel and of our project execution expertise."

"Sinclair considers Foster Wheeler a leader in delayed coking
technology and its execution approach fits with our plan to have
the unit operational by 2009," added Paul Moote, Sinclair's vice
president, Refinery Construction.

                       About Foster Wheeler

With operational headquarters in Clinton, New Jersey, Foster
Wheeler Ltd. -- http://www.fwc.com/-- offers a broad range of  
engineering, procurement, construction, manufacturing, project
development and management, research and plant operation services.
Foster Wheeler serves the refining, upstream oil and gas, LNG and
gas-to-liquids, petrochemical, chemicals, power, pharmaceuticals,
biotechnology and healthcare industries.

                           *     *     *

As reported in the Troubled Company Reporter on Aug 7, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' bank loan
rating and '1' recovery rating on Foster Wheeler Ltd.'s proposed
five-year, $350 million senior secured credit facilities due 2011,
reflecting a high expectation of full recovery of principal (100%)
in the event of a payment default.

As reported in the Troubled Company Reporter on May 30, 2006,
Moody's Investors Service upgraded Foster Wheeler's corporate
family rating to B1 from B3 and assigned a Ba3 rating to the
Company's $250 million senior secured bank revolving credit
facility.  The rating outlook is changed to Positive.


FOUNDATION PA: Solid Earnings Prompt Moody's to Lift Ratings
------------------------------------------------------------
Moody's Investors Service raised Foundation PA Coal Company,
LLC's, corporate family rating to Ba2 from Ba3.  At the same time,
the company's senior unsecured rating was raised to Ba3 from B1.  
Moody's also affirmed Foundation's SGL-1 speculative grade
liquidity rating.  The upgrade reflects Foundation's solid
earnings performance and generation of free cash flow, coupled
with modest debt reduction since the company's re-capitalization
in 2004.  Foundation PA Coal Company, LLC is an affiliate of
Foundation Coal Corporation.

Upgrades:

Issuer: Foundation PA Coal Company

   * Corporate Family Rating, Upgraded to Ba2 from Ba3
   * Senior Unsecured Regular Bond, Upgraded to Ba3 from B1

The Ba2 corporate family rating reflects Foundation's strong
earnings performance, generation of free cash flow, and solid book
of committed and priced contracts that give it a significant
degree of price certainty over the next few years.  At the same
time, the rating reflects Foundation's concentration in four
mines, two of which are underground longwall mines, a relatively
high debt level, and inflationary pressures on key input costs,
including energy, steel and labor.

Moody's last rating action on Foundation was the withdrawal of
Foundation's revolving credit and Term Loan B ratings in July
2005.

Foundation PA Coal Company, LLC, based in Linthicum Heights,
Maryland, is engaged in the mining and marketing of coal and
had coal sales revenues of $1.3 billion in 2005.


GENESIS WORLDWIDE: Has Until April 30, 2007 to File Chap. 11 Plan
-----------------------------------------------------------------
The Honorable Thomas F. Waldron of the U.S. Bankruptcy Court for
the Southern District of Ohio in Dayton extended until April 30,
2007, Genesis Worldwide, Inc., and its debtor-affiliates' time to
exclusively file a plan of reorganization and disclosure
statement.

As reported in the Troubled Company Reporter on Aug. 2, 2006, the
Debtors said that the extension will provide them and the Official
Committee of Unsecured Creditors with more time to remain focused
on collecting assets for the estates, avoiding the unnecessary
expenditure of limited funds in connection with the formulation of
Plans.

The Debtors also have until June 29, 2007, to exclusively solicit
acceptances of that plan.

Headquartered in Dayton, Ohio, Genesis Worldwide Inc., fka The
Monarch Machine Tool Company, engineers and manufactures high
quality metal coil processing and roll coating and electrostatic
oiling equipment.  Genesis Worldwide and its debtor-affiliates
filed for chapter 11 protection on September 17, 2001 (Bankr. S.D.
Ohio Case No. 01-36605).  Nick V. Cavalieri, Esq., at Bailey
Cavalieri LLC, represents the Debtors in their chapter 11
proceedings.  Daniel M Anderson, Esq., at Schottenstein Zox & Dunn
represents the Official Committee of Unsecured Creditors.  As of
June 30, 2001, the Debtors reported assets totaling $122,766,000
and debts totaling $121,999,000.


GEO GROUP: Good Performance Prompts S&P to Upgrade Rating to BB-
----------------------------------------------------------------
Standard & Poor's Ratings Services raised its ratings on prison
and correction services company The GEO Group Inc.  The corporate
credit rating was raised to 'BB-' from 'B+'.  The ratings were
removed from CreditWatch, where they were placed with positive
implications May 31, 2006, following the company's announcement
that it would offer 3 million shares of its common stock in an
underwritten public offering, intending to use proceeds to pay
down its term loan bank debt.  The rating outlook is stable.

Boca Raton, Florida-based GEO had about $172.5 million in total
nonrecourse debt outstanding at July 2, 2006, excluding operating
and pension-related obligations.

"The rating upgrade follows GEO's improved operating performance,
more favorable industry fundamentals, and an improved capital
structure following the reduction of $74.6 million in term loan
debt, funded through proceeds obtained from the recently completed
common stock offering," said Standard & Poor's credit analyst Mark
Salierno.

The ratings reflect the company's:

   * narrow business focus;
   * customer concentration; and
   * leveraged financial profile.  

These factors are somewhat mitigated by GEO's strong market
position in the highly regulated U.S. private correctional
facility management industry and favorable demographic trends.

GEO is a narrowly focused company that provides a range of
prison and correctional services to U.S. federal, state, local,
and overseas government agencies.  With more than 50,000 beds,
a substantial portion of which are in the U.S., the company is
the second-largest player in the U.S. privatized corrections
industry, behind market leader Corrections Corp. of America
(BB-/Positive/--), which has more than 70,000 beds.

GEO maintains a strong market position in the consolidating niche
privatized corrections industry.  Nonetheless, Standard & Poor's
believes that the company still faces competitive pressures from
CCA and smaller competitors, including Cornell Cos. Inc.
(B-/Stable/--) and Management & Training Corp. (unrated).

Pro forma for the paydown of term loan debt and for the
acquisition of Correctional Services Corporation completed in
November 2005, Standard & Poor's now expects lease- and pension-
adjusted EBITDA coverage of interest expense to be in the 2.5x
area, and adjusted total debt to EBITDA to be in the 3.5x area
(excluding GEO's nonrecourse debt, which Standard & Poor's
considers to be true pass-through arrangements).


GREAT COMMISSION: Can Enter Into AICCO Insurance Financing Pact
---------------------------------------------------------------
The Honorable Mary D. France of the U.S. Bankruptcy Court for the
Middle District of Pennsylvania in Harrisburg authorized The Great
Commission Care Communities, Inc., dba The Woods at Cedar Run to
enter into an Insurance Premium Financing Agreement with AICCO,
Inc.

The Debtor must maintain blanket building and business insurance
to its assets and business operations.  AICCO is willing to
finance the payment of the premiums for the Policy and to enter
into a Premium Financing Agreement.

The cash price for the Policies premium is $159,500.79.  The
Agreement requires that the Debtor make cash down payment in the
amount of $55,825.28.  The remaining $103,675.51 will be paid in
installments yielding a finance charge in the amount of $2,748.22,
with an annual percentage rate of 7.90%.

A portion of the down payment will be funded by Wells Fargo Bank,
as Indenture Trustee of approximately $40,453 from a tax and
insurance escrow fund that it holds.  The Debtor will continue to
fund the balance of the tax and insurance payments.

To secure payment of the amounts owed to AICCO under the Insurance
Agreement, the Debtor will grant AICCO a security interest in all
sums payable to the Debtor with reference to the Policies
including without limitation any gross returned premiums and any
payment on account of loss that results in reduction of unearned
premium in accordance with the terms of the Policies.  

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.  
David W. Carickhoff, Esq., at Blank Rome LLP represents the
Official Committee of Unsecured Creditors.  Howard S. Cohen, CPA,
at Parente Randolph, LLC, gives financial advice to the Committee.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GULF COAST: Files Liquidating Plan and Disclosure Statement
-----------------------------------------------------------
Gulf Coast Holdings, Inc., filed a liquidating plan and a
disclosure statement explaining that plan with the U.S. Bankruptcy
Court Northern District of Texas in Dallas.

                        Summary of the Plan

The Debtor will transfer the $4.2 million proceeds of the sale of
substantially all of its assets to a Liquidating Trust created
under the Plan.  The Trustee will liquidate any remaining assets.

On the effective date, a Liquidating Trust will be formed.  A
Liquidating Trust Board will also be established consisting of a
minimum of two and a maximum of five persons who are either
members of the Creditors Committee or creditors of the Debtor.  
These persons wish to serve on the Board and have a claim on the
effective date.

                        Treatment of Claims

Administrative Claims, Priority Tax Claims, and Class 1 Unsecured
Non-Tax Priority Claims will be paid in full at the later of the
effective date or the date the claim becomes an allowed claim.

At the sole discretion of the Debtors, Allowed Class 2 Secured
Claim Holders will either (a) receive the collateral securing the
Secured Claim, or (b) be paid in full and in Cash, plus interest,
as determined by the Bankruptcy Court, as soon as reasonably
practicable after the later of (i) the Initial Distribution Date
or (ii) the date that the Claim becomes an Allowed Claim.

Holders of Allowed Class 3 Convenience Claims will be paid 50% of
the amount of the Allowed Convenience Claim in cash and in full at
the later of (a) the Initial Distribution Date or (b) the date
that the Claim becomes an Allowed Claim, in full satisfaction of
the Allowed Convenience Claim.

Holders of Allowed Class 4 General Unsecured Claims will receive a
pro rata distribution of the remaining cash proceeds in the Trust
after all claims in Classes 1, 2, and 3 have been paid in full.  
In the event that Class 4 Holders will be paid in full, they will
be entitled to receive interest calculated at the then-applicable
federal rate of interest as of the effective date.

Holders of Class 5 Equity Interests will only receive the
remaining proceeds on a pro rata basis from the Trust if Holders
of Classes 1, 2, 3, and 4 are paid in full plus interest.

A full-text copy of the Debtor's disclosure statement is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060911215522

                        About Gulf Coast

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., filed
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  The Debtor has employed David Hull as its
chief restructuring officer.  J. Frasher Murphy, Esq., Jaime
Myers, Esq., and Phillip L. Lamberson, Esq., at Winstead, Sechrest
& Minick represent the Official Committee of Unsecured Creditors.  
In its schedules filed with the Court, the Debtor reported assets
amounting to $18,258,575 and debts totaling $19,553,664.


GULF COAST: Committee Wants Loewinsohn Flegle as Special Counsel
----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Gulf Coast
Holdings, Inc., asks the Honorable Barbara J. Houser of the U.S.
Bankruptcy Court Northern District of Texas in Dallas for
authority to retain Loewinsohn Flegle, LLP, as its special
counsel.

The Committee wants Loewinsohn Flegle to represent it in
prosecuting causes of action against MTGLQ Investors, L.P.,
Treadstone Partners, LLC, and related parties.

The Committee proposes to pay Loewinsohn Flegle a contingency fee
of 33-1/3% of the gross recoveries of any causes of action pursued
on behalf of the Committee.

The Firm's engagement is premised on the Committee's ability to
obtain the Court's approval of a $500,000 retainer from the Debtor
for ordinary and reasonable expenses including expert consultants
and witnesses.

To the best of the Committee's knowledge, the Firm does not hold
nor represent any interest adverse to the Debtor or to the
Committee with respect to the matters upon which Loewinsohn Flegle
is to be engaged.

Judge Houser will convene a hearing at 9:00 a.m. on Sept. 25,
2006, to consider the Committee's request.

Headquartered in Conroe, Texas, Gulf Coast Holdings, Inc., filed
for bankruptcy protection on April 28, 2006 (Bankr. N.D. Tex. Case
No. 06-31695).  Daniel I. Morenoff, Esq., and Jeffrey R. Fine,
Esq., at Hughes & Luce, LLP, represent the Debtor in its
restructuring efforts.  The Debtor has employed David Hull as its
chief restructuring officer.  J. Frasher Murphy, Esq., Jaime
Myers, Esq., and Phillip L. Lamberson, Esq., at Winstead, Sechrest
& Minick represent the Official Committee of Unsecured Creditors.  
In its schedules filed with the Court, the Debtor reported assets
amounting to $18,258,575 and debts totaling $19,553,664.


IELEMENT CORP: June 30 Stockholders' Deficit Tops $1.2 Million
--------------------------------------------------------------
iElement Corporation filed its financial statements for the first
fiscal quarter ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $248,579 net loss on $1,023,204 of
operating revenue for the first fiscal quarter compared with a
$146,381 net loss on $1,215,479 of operating revenue for the same
period in 2005.

At June 30, 2006, the Company's balance sheet showed $1,628,313 in
total assets and $2,894,296 in total liabilities, resulting in a
$1,265,983 stockholders' deficit.

The Company's June 30 balance sheet showed strained liquidity with
$717,930 in total current assets available to pay $2,485,182 in
total current liabilities coming due within the next 12 months.

Full-text copies of the Company's first fiscal quarter financials
are available for free at http://ResearchArchives.com/t/s?115c

                        Going Concern Doubt

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

                    About iElement Corporation

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


INTERSTATE BAKERIES: Wants CONSOR Intellectual as IP Consultant
---------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the Western District
of Missouri to employ CONSOR Intellectual Asset Management to
provide intellectual property consulting services.

CONSOR's IP consulting services is needed to aid the Debtors in
evaluating their reorganization options, Ronald B. Hutchison,
chief financial officer of Interstate Bakeries Corporation, says.

Pursuant to an Engagement Letter between the parties, CONSOR
agree to value the intellectual property owned and operated by
the Debtors.  The valuation analysis will focus on the portfolio
of trademarks and other brand assets.

CONSOR will provide a calculation of "Fair Value" under:

   -- the liquidation value for the IP Assets, as defined under
      Chapter 7 of the Bankruptcy Code; and

   -- an orderly disposal value based on a liquidation of the IP
      Assets over a six to twelve month marketing period.

To accomplish the Fair Value determinations, CONSOR will:

   (a) explain the basic elements of value for trademarks and
       trade names and brand names in general;

   (b) review the history of the IP Assets, including use,
       development and awareness;

   (c) identify all specific components of value for the IP
       Assets;

   (d) review the current use of the IP Assets by various
       business segments in key geographies;

   (e) review the current licensing situation, including existing
       license agreements;

   (f) understand current market research as to brand awareness
       and share of market in various geographies;

   (g) review revenues, projections, profitability, and other
       available financial information related to the IP Assets;

   (h) research internal and external sources of data, as well as
       averages and ranges of data from licensing industry
       research, to identify marketplace royalty rates and
       transaction information;

   (i) assemble exhibits of comparable transactions based on
       marketplace data for consumer product-based trademarks;
       and

   (j) provide professional opinions as to Fair Value for the IP
       Assets under each valuation scenario.

According to Mr. Hutchison, the Debtors may also seek to utilize
CONSOR's extensive experience in areas like brand extension,
trademark licensing strategies and tactics, and trademark
portfolio management.

The Debtors will pay CONSOR $425 per hour for the IP Valuation
Services, with a cap of $200,000 on professional fees.  CONSOR
will receive a $25,000 retainer before the commencement of its
work.

CONSOR will also be reimbursed for the necessary expenses it
incurs while providing services to the Debtors.

After CONSOR delivers its final report to Debtors, any additional
work will be paid in accordance with CONSOR's standard hourly
rates:

      Professional                        Hourly Rates
      ------------                        ------------
      Chairman, Chief Executive Officer       $695
      Officers and Directors                  $550
      Senior Staff                            $425
      Junior Staff                            $275
      Administrative Staff                    $125

Daryl Martin, vice president of Domain Assets, LLC, doing
business as CONSOR Intellectual Asset Management, assures the
Court that his firm does not represent any interest adverse to
the Debtors or their estates, and is a "disinterested person" as
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Wants to Implement Management Incentive Plan
-----------------------------------------------------------------
Interstate Bakeries Corporation and its debtor-affiliates seek
authority from the U.S. Bankruptcy Court for the Western District
of Missouri to implement the IBC Management Incentive Bonus Plan
Fiscal 2007.

According to J. Eric Ivester, Esq., at Skadden Arps Slate Meagher
& Flom LLP, in Chicago, Illinois, the Incentive Plan is designed
to encourage eligible employees to increase the Debtors'
enterprise value, and thus increase value and returns for all
stakeholders, during the Debtors' Chapter 11 cases by paying cash
bonuses to certain eligible employees if the Debtors achieve
certain predetermined financial projections.

Mr. Ivester contends that the Plan is particularly important
because the Participants have not received merit pay increases
for two years, and the Debtors' base salaries are below market in
most regions of the country.  Moreover, since the Petition Date,
the Debtors have suspended or terminated their employee profit
sharing program, supplemental retirement plan and deferred
compensation plan.

The Debtors, with the assistance of Alvarez & Marsal, LLC,
evaluated their existing compensation structure and obtained
input from their Board of Directors and senior executives to
identify Participants and consider the appropriate incentive
levels.

                  Annual Incentive Bonus Plan

The Debtors have identified 859 employees eligible under the
Incentive Plan.

The designated bonus target amount for each Participant is
determined based on a specified percentage of his base salary.
The specified percentages range from approximately 3% to 25%.

A Participant's eligibility to receive the annual bonus depends
on:

   (1) whether the Debtors achieve their projected EBITDAR target
       for fiscal year 2007;

   (2) whether the Participant's profit center or unit achieves
       its projected EBITDAR target; and

   (3) the Participant's individual performance rating.

Under the Incentive Plan, the Participants are divided into
different categories:

   * The Corporate Group,
   * The Business Units Group, and
   * The Profit Centers and other operating units group.

If the Debtors do not achieve their EBITDAR target, the Corporate
Group will not receive their designated bonus and the Non-
Corporate Groups will only be eligible for 50% of their
designated bonuses.

For the Non-corporate Groups, if their business unit does not
achieve their EBITDAR target, then they will not receive their
designated bonuses, irrespective of whether the Debtors achieve
their EBITDAR target, unless a discretionary pool is funded.

A Participant's designated bonus may be reduced to zero or
increased to as much as 150% of the designated amount based on
his individual performance ratings.  A Participant may receive
more if a discretionary pool is funded.

Individual performance ratings will be dependent on achieving
metrics designated by its unit's leadership.  For instance, the
sales management's ratings will depend on achieving the profit
center sales plan, meeting profit center route return goals, and
satisfying profit center safety goals, Mr. Ivester notes.

                     Discretionary Bonus Pool

If the Debtors exceed their EBITDAR target before adjustment for
the designated bonuses, a separate discretionary bonus pool will
be created that will be in addition to the designated bonuses,
Mr. Ivester notes.

Funding for the discretionary bonus pool will be derived from:

   -- 15% of the excess of the Debtors' EBITDAR over their
      EBITDAR target; and

   -- the funds earmarked to pay the designated bonuses for the
      business units that do not meet their EBITDAR targets.

Bonuses paid from the discretionary bonus pool will be based on
each Participant's individual performance and contribution to the
Debtors' business objectives.  The recipients and bonus amounts
will be determined by the IBC Compensation Committee, and the
determinations will be reviewed by the Compensation Committee of
IBC's Board of Directors.

Assuming all EBITDAR and other targets are met and the
Participants' individual performance ratings entitle them to 100%
of their designated bonuses, the aggregate cost would be less
than $6,000,000, Mr. Ivester informs the Court.  The Designated
Bonus Amount is equal to approximately 9% of the aggregate amount
of the Participants' base salaries, Mr. Ivester adds.

Mr. Ivester says the potential cost of the Designated Bonus
Amount would be equal to only 0.2% of the Debtors' projected
fiscal year 2007 revenue.  Moreover, the aggregate cost of the
Designated Bonus Amount is approximately $7,000,000 less than the
average aggregate designated bonus target amounts under the
Debtors' annual incentive plans from fiscal years 2000 to 2003.

Mr. Ivester asserts that the potential costs associated with
adoption of the Incentive Plan are more than justified by the
benefits that are expected to be realized by encouraging the
Participants to achieve the designated EBITDAR and other targets.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S. The Company and seven of
its debtor-affiliates filed for chapter 11 protection on
September 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric
Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate,
Meagher & Flom LLP, represent the Debtors in their restructuring
efforts. When the Debtors filed for protection from their
creditors, they listed $1,626,425,000 in total assets and
$1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior
subordinated convertible notes due August 15, 2014 on August 12,
2004) in total debts. (Interstate Bakeries Bankruptcy News, Issue
No. 47; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


IPSCO INC: Inks Pact to Acquire NS Group for $1.46 Billion in Cash
------------------------------------------------------------------
IPSCO Inc. and NS Group, Inc. entered into a definitive agreement
pursuant to which IPSCO will acquire NS Group for $66 per share in
cash.

The acquisition will strengthen IPSCO's position as a leading
North American producer of tubular products for the energy sector,
while also maintaining its position as the leading North American
supplier of steel plate products.  The transaction strategically
joins complementary product lines and broadens IPSCO's energy
product offering by adding NS Group's highly attractive
businesses, including seamless pipe and premium oilfield services
provided by Ultra, NS Group's recent acquisition.  Following the
transaction, the Company is expected to have combined annual
revenues exceeding $4 billion.

Under the terms of the agreement, approved by both companies'
Boards of Directors, IPSCO will acquire all of the outstanding
shares of NS Group for $66 per share in cash, for an aggregate
price of approximately $1.46 billion, including NS Group's net
cash.  The share price represents a premium of approximately 43%
to NS Group's closing share price on Sept. 8, 2006, and a premium
of approximately 33% to its 90-day average trading price.  IPSCO
will finance the acquisition through a combination of cash on hand
and debt obtained under a fully committed bank credit facility.

The transaction is expected to be accretive to IPSCO's 2007
earnings per share before giving effect to synergies.  In
addition, it is estimated that the transaction will generate more
than $50 million in annual pre-tax operating synergies, which are
anticipated to be fully realized within three years.  This
acquisition will also position the Company for further growth as a
supplier to the energy sector.

"This transaction represents a compelling strategic opportunity
for IPSCO to become the leading North American supplier to the
robust oil and natural gas sector by significantly expanding our
pipe product offering and production capacity, as well as our
geographic footprint," David Sutherland, IPSCO's President and
CEO, said.  "We are excited about the opportunity to enter the
highly attractive seamless business in a leadership position and
to enhance our position in welded products.  From a production
standpoint, this acquisition will enhance IPSCO's steel short
strategy by offering additional outlets for steel while preserving
the competitive advantage of IPSCO's fully integrated operating
platform in both welded and seamless energy tubular products.  
With a comprehensive portfolio of products, enhanced production
capabilities, excellent positions in both welded and seamless
pipe, and a strong commitment to quality, service and innovation,
IPSCO is well positioned to be the provider of choice in the North
American energy pipe industry.

"This strategic transaction significantly broadens our customer
base and augments our leadership team by bringing together the
tremendous talent of our respective employee bases as we continue
to grow our Company.  Moreover, we believe that this transaction
will further enhance our ability to provide value-added products
and services to our customers and create value for shareholders."

"We believe the transaction with IPSCO serves the best interests
of our shareholders, providing them with significant immediate
value," Ren, J. Robichaud, President and CEO of NS Group, stated.  
"The combination of IPSCO and NS Group will provide our employees
an opportunity to be part of a larger enterprise.  IPSCO has
indicated that it is their intent to build on our exceptional
platform and continue to grow the business over the long term."

The transaction, which is expected to close by year-end 2006, is
subject to approval of NS Group's shareholders and other customary
closing conditions, including regulatory approvals.

Banc of America Securities LLC acted as financial advisor and
Davis Polk & Wardwell acted as legal counsel to IPSCO.  Raymond
James & Associates, Inc. acted as financial advisor and Bryan Cave
LLP acted as legal counsel to NS Group.

                      About NS Group, Inc.

Headquartered in Newport, Kentucky, NS Group Inc. (NYSE:NSS) --
http://www.nsgrouponline.com/-- produces tubular products serving  
the energy industry and certain industrial markets.  The Company
manufactures and markets seamless and welded tubular steel
products used in the drilling, exploration and transmission of oil
and natural gas and operates a steel manufacturing facility that
produces billets as feedstock for its seamless products.  Through
its acquisition of the Ultra business, NS Group manufactures
premium connections for oil and gas drilling and production.

                        About IPSCO Inc.

Headquartered in Lisle, Illinois, IPSCO, Inc. (NYSE/TSX:IPS) --
http://www.ipsco.com/-- operates steel mills at three locations  
and pipe mills at six locations in the United States and Canada.  
IPSCO is a low cost North American steel producer, and has a
combined annual steel making capacity of 3,500,000 tons.


IPSCO INC: $1.46 Billion NS Group Buy Cues S&P's Positive Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services placed its ratings on IPSCO
Inc. on CreditWatch with positive implications after the company
announced the $1.46 billion acquisition of NS Group Inc.

CreditWatch with positive implications means the ratings could be
raised or affirmed.

IPSCO will fund the acquisition with a large portion of its $750
million of cash on hand, as well as drawings under committed
unsecured credit facilities.

"Although the transaction will increase total debt to more than
US$1 billion from $332 million at June 30, 2006, the combined
entity's financial profile is expected to remain strong for the
ratings, with pro forma total debt-to-EBITDA of only about 1x for
the 12 months ended June 30, 2006," said Standard & Poor's credit
analyst Donald Marleau.

Furthermore, the addition of NS Group's facilities will enhance
IPSCO's operating diversity and product offering, which has been a
key constraint on the ratings, while improving the company's
position in the buoyant North American oil country tubular goods
market.

An upward ratings revision will likely be limited to one notch,
and will depend on Standard & Poor's assessment of the company's
ability to maintain good financial performance through the
volatile North American steel price cycle.

Industry conditions are currently very good, contributing to a
valuation for NS Group that significantly exceeds the book value
of the target company's assets.  Hence, even though IPSCO's debt
to capital will remain low for the ratings and within the
company's target range of 25%-35%, the combined entity must
demonstrate midcycle cash generation that will support solid
investment-grade cash flow protection metrics to offset the
inherent instability of industry conditions and the heavy
reliance on unpredictable oil and gas drilling activity.


LE-NATURES INC: Buy-Out Prompts Moody's to Review Ratings
---------------------------------------------------------
Moody's Investors Service placed all debt ratings of Le-Nature's
Inc. under review for possible downgrade following the recent
disclosure that the company may seek to buy-out its preferred
shareholders through measures that may include incremental debt
financing.  Under a settlement agreement with the company, the
preferred shareholders have indicated their willingness to drop
a lawsuit against the company if they are fully paid out by
September 26, 2006 or soon thereafter.

Moody's also assigned a B1 rating to the company's amended and
restated $285 million senior secured credit agreement, which
replaced the existing $275 million credit agreement.  This rating
is also on review for possible downgrade.  The amended agreement
consists of a new $20 million revolving credit facility
that matures in September 2010 and a $90 million add-on to the
existing Term Loan B that now matures in March 2011, bringing the
total Term Loan B to $265 million.  The refinancing of the prior
secured credit facilities via the amended and restated credit
agreement avoided an alledged event of default stemming from a
preferred shareholder lawsuit in July seeking the appointment of a
custodian

The amended facility remains secured by a first priority lien on
receivables, inventory, non-leased equipment, real estate, all
other tangible and intangible assets plus the stock of Le-Nature's
and its domestic subsidiaries and 65% of the stock of foreign
subsidiaries.  Guarantees by each domestic subsidiary
also continue to support the facility.

In its review for possible downgrade, Moody's will focus on
the impact on the company's capital structure arising from the
potential buy-out of the preferred shareholders.  Moody's will
also review the company's ongoing operating and financial
performance, future growth plans, and liquidity as a result
of the reduction in the committed revolver to $20 million
from $100 million.

Ratings assigned:

Le Nature's, Inc.

   * B1 rating on $20 million senior secured revolving credit
     facility due 2010,

   * B1 on the incremental $90 million term loan B due 2011.

Ratings withdrawn:

   * B1 rating on the $100 million senior secured revolving
     credit facility due 2008.

   * Ratings placed under review for possible downgrade:

   * B1 corporate family rating

   * B1 rating on the $265 million senior secured Term Loan B
     due 2011

   * B3 rating on the subordinated notes due 2013

Headquartered in Latrobe, Pennsylvania, Le-Nature's, Inc. is
a developer, producer, and marketer of all-naturally flavored,
fully pasteurized alternative beverages, including natural and
flavored bottled waters, teas, lemonades, vitamin and mineral
fortified juice beverages, and the new launch of Redeem organic
teas and juices.  For the latest twelve month period ending June
30, 2006, revenue was approximately $313 million and EBITDA was
approximately $127 million.


LEVCOR INTERNATIONAL: June 30 Balance Sheet Upside-Down by $12.4MM
------------------------------------------------------------------
Levcor International, Inc., filed its third quarter financial
statements for the three months ended June 30, 2006, with the
Securities and Exchange Commission on Aug. 14, 2006.

The Company earned $40,000 of net income on $4,962,000 of net
revenues for the three months ended June 30, 2006, compared to a
$377,000 net loss on $5,157,000 of net revenues in 2005.

At June 30, 2006, the Company's balance sheet showed $15,471,000
in total assets and $27,956,000 in total liabilities, resulting in
a $12,485,000 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $10,129,000 in total current assets available to pay
$7,966,000 in total current liabilities coming due within the next
12 months.

                  Liquidity and Capital Resources

The Company's principal sources of cash flow are from internally
generated funds, borrowings under revolving credit facilities,
advances under its factoring agreement and advances from
Robert A. Levinson, a principal stockholder, Chief Executive
Officer and director of the Company.

The Company reports that the current year has produced a number of
favorable financial results, including operating profits, positive
cash flow, an ongoing orderly liquidation of the textile segment
inventory and an improved working capital position.

                   Credit Facility Amendment

In addition, on July 26, 2006, the Company's $3 million Promissory
Note in favor of J. P. Morgan Chase Bank, N.A. was amended to
extend the maturity date of the Note to Jan. 1, 2008 from April
30, 2007.  Also on July 26, 2006 the Company's credit facility
with CIT Group/Financial Services, Inc., was amended to increase
the advance percentage against the value of Eligible Inventory to
40% from 20% of Eligible Inventory, a dollar increase of
approximately $1.1 million in borrowing availability at current
inventory levels, with respect to the revolving credit portion of
the Facility.  Total borrowing availability under the entire
Facility remains at $7.5 million.

In addition, the guaranty of the Facility of Mr. Levinson was
terminated other than with respect to the term loan portion and
the applicable interest rate was changed to the Chase Rate on the
first $2,500,000 of average net balances owed, and the Chase Rate
plus .50% per annum on average net balances owed in excess of
$2,500,000, but in either case not less than 5% per annum.

At June 30, 2006, the Company's principal sources of liquidity
included cash of $83,000 and trade accounts receivable of
$2.9 million.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1159

                     Going Concern Doubt

Friedman LLP expressed substantial doubt about Levcor
International's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal year
ended Dec. 30, 2005.  The auditor pointed to the Company's
recurring operating losses and negative cash flows from
operations.

                    About Levcor International

Headquartered in New York City, Levcor International, Inc.,
manufactures and distributes buttons and other craft products to
the home sewing and craft customers.  It offers buttons,
embellishments, and craft products, as well as complimentary
product lines, including appliques, craft kits, and fashion and
jewelry accessories.  The company sells its products to mass
merchandisers, fabric and craft specialty chains, and independent
retailers and wholesalers.


MAGNOLIA VILLAGE: Case Summary & 58 Largest Unsecured Creditors
---------------------------------------------------------------
Lead Debtor: Magnolia Village, LLC
             4790 Caughlin Parkway, Box 519
             Reno, NV 89509

Bankruptcy Case No.: 06-50649

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Magnolia Double R. I, LLC                  06-50650
      Magnolia South Meadows III, LLC            06-50651
      Magnolia South Meadows IV, LLC             06-50652

Type of Business: The Debtor is a luxurious resort-style Class A
                  Office Park located in Reno.

Chapter 11 Petition Date: September 8, 2006

Court: District of Nevada (Reno)

Judge: Gregg W. Zive

Debtors' Counsel: Stephen R. Harris, Esq.
                  Belding, Harris & Petroni, Ltd.
                  417 W. Plumb Lane
                  Reno, NV 89509
                  Tel: (775) 786-7600
                  Fax: (775) 786-7764

                           Estimated Assets     Estimated Debts
                           ----------------     ---------------
Magnolia Village, LLC      $10 Million to       $100,000 to
                           $50 Million          $500,000

Magnolia Double R. I, LLC  $10 Million to       $1 Million to
                           $50 Million          $10 Million

Magnolia South Meadows     $10 Million to       $0 to $50,000
III, LLC                   $50 Million

Magnolia South Meadows     $10 Million to       $0 to $50,000
IV, LLC                    $50 Million

A. Magnolia Village, LLC's 12 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mark Combs                    Money Loaned              $269,000
4790 Caughlin Pkwy
Box 519
Reno, NV 89509

Colliers Nevada Mgmt, LLC     Goods/Services              $7,500
5345 Kietzke Lane
Reno, NV 89511

Truckee Meadows Office        Goods/Services              $4,938
Cleaning
P.O. Box 3358
Reno, NV 89509

Trane                         Goods/Services              $4,879
File 56718
Los Angeles, CA 90074

Truckee Meadows Office        Goods/Services              $4,500
Cleaning
P.O. Box 3358
Reno, NV 89505

CFO Group                     Goods/Services              $3,341
4745 Caughlin Pkwy. #200
Reno, NV 89509

Reno Green Landscape          Goods/Services              $2,065
P.O. Box 34433
Reno, NV 89533

Otis Elevator                 Goods/Services              $1,551
725 Trademark #102
Reno, NV 89521

Securitas Security Services   Goods/Services              $1,050
USA
File 57220
Los Angeles, CA 90074

Waste Management              Goods/Services                $665
P.O. Box 78251
Phoenix, AZ 85062

Jet Plumbing                  Goods/Services                $608
1553 Hymer Avenue
Sparks, NV 89431

State Of Nevada Osha                                         $50
1301 N. Green Valley
Parkway #200
Henderson, NV 89074

B. Magnolia Double R. I, LLC's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mark R. Combs                 Money Loaned            $1,325,135
4790 Caughlin Parkway
Box 519
Reno, NV 89509

St. Pauls Travelers           Goods/Services              $5,364
C & L Specialty
Remittance Center
Hartford, CT 06183-1008

Colliers Nevada Mgt. LLC      Goods/Services              $3,684
5345 Kietzke Lane
Reno, NV 89511

CFO Group                     Goods/Services              $2,505
4745 Caughlin Parkway #200
Reno, NV 89509

South Meadows Assoc.          Goods/Services              $1,321
P.O. Box 70278
Reno, NV 89570

Truckee Meadows Office        Goods/Services              $1,069
Cleaning
P.O. Box 3358
Reno, NV 89509

Colliers Nevada Mgmt., LLC    Goods/Services              $1,000
5345 Kietzke Lane
Reno, NV 89511

CFO Group                     Goods/Services                $863
4745 Caughlin Parkway #200
Reno, NV 89509

South Meadows Assoc.          Goods/Services                $618
P.O. Box 70278
Reno, NV 89570

Reno Green Landscape          Goods/Services                $540
P.O. Box 34433
Reno, NV 89533

Reno Green Landscape          Goods/Services                $494
P.O. Box 34433
Reno, NV 89533

Waste Management              Goods/Services                $306
P.O. Box 78251
Phoenix, AZ 85062

Washoe County Utility         Goods/Services                $282
P.O. Box 30085
Reno, NV 89520-3085

Washoe Dept. Of Water         Goods/Services                $192
Resource
4930 Energy Way
Reno, NV 89502

Reno Engineering Corp.        Goods/Services                $150
9476 Double R Blvd. #A
Reno, NV 89521

Charter Communications        Goods/Services                $142
P.O. Box 78063
Phoenix, AZ 85062

High Standard Security        Goods/Services                 $82
Systems
P.O. Box 50831
Sparks, NV 89435

High Standard Security        Goods/Services                 $82
P.O. Box 50831
Sparks, NV 89435-0831

Crane Pest Control            Goods/Services                 $70
2700 Geary Blvd.
San Francsico, CA 94118

Home Depot                    Goods/Services                 $66
P.O. Box 6031
The Lakes, NV 88901

C. Magnolia South Meadows III's 11 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mark R. Combs                 Money Loaned               $22,000
4790 Caughlin Parkway
Box 519
Reno, NV 89509

Colliers Nevada Mgmt. LLC     Goods/Services              $2,500
5345 Kietzke Lane
Reno, NV 89511

Executive Building Maint.     Goods/Services              $1,576
P.O. Box 783
Sparks, NV 89432

CFO Group                     Goods/Services              $1,467
4745 Caughlin Parkway #200
Reno, NV 89509

CFO Group                     Goods/Services              $1,125
4745 Caughlin Parkway #200
Reno, NV 89509

Reno Green Landscape          Goods/Services                $542
P.O. Box 34433
Reno, NV 89533

South Meadows Association     Goods/Services                $419

Waste Management              Goods/Services                $322
P.O. Box 78251
Phoenix, AZ 85062

Washoe County Utility         Goods/Services                $254
P.O. Box 30085
Reno, NV 89520

Crane Pest Control            Goods/Services                 $71
2700 Geary Blvd.
San Francisco, CA 94118

Home Depot                    Goods/Services                 $64
P.O. Box 6031
The Lakes, NV 88901

D. Magnolia South Meadows IV's 15 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Sun West Building Service     Goods/Services              $1,998
960 Matley Lane #7
Reno, NV 89502

Colliers Nevada Management    Goods/Services              $1,800
5345 Kietzke Lane
Reno, NV 89511

Executive Building Maint.     Goods/Services              $1,566
P.O. Box 783
Reno, NV

CFO Group                     Goods/Services              $1,200
4745 Caughlin Parkway #200
Reno, NV 89509

CFO Group                     Goods/Services                $990
4745 Caughlin Parkway #200
Reno, NV 89509

Otis Elevator                 Goods/Services                $607
725 Trademark #102
Reno, NV 89521

Reno Green Landscape          Goods/Services                $492
P.O. Box 34433
Reno, NV 89533

South Meadows Association     Goods/Services                $416
P.O. Box 70278
Reno, NV 89570

Waste Management              Goods/Services                $322
P.O. Box 78251
Phoenix, AZ 85062

Advanced Locksmith            Goods/Services                $314
P.O. Box 4707
Sparks, NV 89432

Jet Plumbing                  Goods/Services                $188
1553 Hymer
Sparks, NV 89431

Washoe County Utility         Goods/Services                $126
P.O. Box 30085
Reno, Nv 89520-3085

Washoe County Utility         Goods/Services                 $83
P.O. Box 30085
Reno, NV 89520-3085

Crane Pest Control            Goods/Services                 $71
2700 Geary Blvd.
San Francisco, Ca 94118

Home Depot                    Goods/Services                  $6
P.O. Box 6031
The Lakes, NV 88901-6031


MERIDIAN AUTOMOTIVE: Amended Plan Revises Treatment on Two Classes
------------------------------------------------------------------
On Sept. 8, 2006, Meridian Automotive Systems, Inc., and its
eight debtor-affiliates delivered to the U.S. Bankruptcy Court for
the District of Delaware their Fourth Amended Joint Plan of
Reorganization and Disclosure Statement.

The Fourth Amended Plan revises the treatment of Classes 3 and 4
Claims and DIP Claims.  The Plan also contemplates the issuance of
New Common Stock and New Warrants on the Effective Date.  The
Disclosure Statement provides updates on the Debtors' exit
facility.

Meridian president and chief executive officer Richard E. Newsted
discloses that during discussions with potential lenders regarding
the financing commitments necessary to fund the projected
distributions to creditors under the Third Amended Joint Plan of
Reorganization, the company realized that, given the uncertainty
concerning the automotive industry outlook and the resulting
deterioration of the automotive sector financing market, the
commitments would be available only on non-underwritten and
economically unfeasible terms.

"After careful consideration of both the amount and terms of
available exit financing and the impact of continuing uncertainty
concerning the automotive industry outlook, [we] decided to
abandon the Third Amended Plan and to instead focus on
implementing a plan that provides for a substantially de-leveraged
capital structure after [our] emergence from bankruptcy," Mr.
Newsted relates.

Subsequently, on Aug. 18, 2006, Ford reported a 21% reduction in
its North American production for the last four months of 2006.  
Because Ford remains one of the Debtors' largest customers, its
recent announcement combined with the Debtors' strategic decision
to keep their interiors and lighting businesses and to transition
out of their GM-related interiors business, caused the Debtors to
revise their long-range business plan and to seek for a revision
of the enterprise valuation that formed the basis for the Third
Amended Plan and the projected distributions, Mr. Newsted relates.

Consequently, the Debtors initiated discussions with their
principal creditor constituencies and formulated the Fourth
Amended Plan, Mr. Newsted says, which complies with the
requirements of Section 1129 of the Bankruptcy Code and is in the
best interests of the company's estates.

                       Treatment of Class 3
                  Prepetition First Lien Claims

The Prepetition First Lien Claims will be deemed Allowed in the
aggregate amount of $294,612,241, of which an estimated
$58,800,000 will constitute Prepetition First Lien Deficiency
Claims.

Each Holder of an Allowed Prepetition First Lien Claim will
receive, on the Effective Date and in full and complete
settlement, release and discharge of the Claim:

   (i) on account of its Prepetition First Lien Secured Claim,
       its Pro Rata share of $98,000,000 in cash and:

       (a) 95.5% of the total shares of New Common Stock to be
           issued on the Effective Date if Class 4 accepts the
           Plan; or

       (b) 100% of the New Common Stock if Class 4 rejects the
           Plan; and

  (ii) on account of its Prepetition First Lien Deficiency Claim
       and any Administrative Expense Claim, its Pro Rata share
       of the Prepetition First Lien Claim Trust Interests.

       Each Prepetition Letter of Credit will be returned to the
       issuer undrawn and marked cancelled.

                       Treatment of Class 4
              Prepetition Second Lien Secured Claims

Prepetition Second Lien Claims will be deemed Allowed in the
aggregate amount of $179,808,222, provided that all Prepetition
Second Lien Claims will be deemed to be Unsecured Claims.

The treatment to be provided to Holders of Allowed Prepetition
Second Lien Claims will depend on whether Class 4 accepts or
rejects the Plan.

If Class 4 accepts the Plan, each Holder of an Allowed
Prepetition Second Lien Claim will receive, on the Effective Date
and in full and complete settlement, release and discharge of the
Claim:

   (i) its Pro Rata share of 4.5% of the total shares of New
       Common Stock;

  (ii) its Pro Rata share of the New Warrants; and

(iii) its Pro Rata share of the Prepetition Second Lien Claim
       Trust Interests.

On the other hand, if Class 4 rejects the Plan, each Holder of an
Allowed Prepetition Second Lien Claims will receive, on the
Effective Date and in full and complete satisfaction, settlement
and discharge of the Claim, its Pro Rata share of the Prepetition
Second Lien Claim Trust Interests.

                     Treatment of DIP Claims

DIP Claims consist of all Claims against the Debtors in favor of
the DIP Agent and the DIP Lenders pursuant to the terms of the
DIP Credit Agreement.  The Allowed DIP Claims will total
approximately $56,600,000, plus approximately $3,000,000 of
reimbursement obligations for undrawn DIP Letters of Credit.

           Issuance of New Common Stock & New Warrants

On the Effective Date, Reorganized Meridian will issue 2,000,000
shares of the New Common Stock.  Reorganized Meridian will
reserve shares of the New Common Stock for issuance pursuant to
any Management Incentive Plan that it may implemented after the
Effective Date.

Furthermore, on the Effective Date, Reorganized Meridian will
issue the New Warrants for distribution to Holders of Prepetition
Second Lien Claims if Class 4 accepts the Plan.  If Class 4
rejects the Plan, the New Warrants will not be issued.

                          Exit Facility

The Reorganized Debtors expect the Exit Facility, aggregating
$255,000,000, to consist of:

   (i) a senior secured revolving line of credit totaling
       approximately $75,000,000; and

  (ii) a senior secured term loan in the principal amount of
       approximately $150,000,000, plus an approximately
       $30,000,000 synthetic letter of credit facility.

Mr. Newsted reports that Meridian is currently in discussions
with several lenders to arrange the Exit Facility.  The company
is confident that it will obtain one or more formal commitments
to provide the Exit Facility prior to the Confirmation Date.

The closing of the Exit Facility is a condition to the
effectiveness of the Plan.  The Debtors will present commitment
letters with respect to the Exit Facility to the Court at or
prior to the Confirmation Hearing.

A full-text copy of the Fourth Amended Plan of Reorganization is
available for free at http://ResearchArchives.com/t/s?1154

A full-text copy of the Fourth Amended Disclosure Statement is
available for free at http://ResearchArchives.com/t/s?1155

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MERIDIAN AUTOMOTIVE: Wants Until January 25 to Decide on Leases
---------------------------------------------------------------
Meridian Automotive Systems, Inc., and its debtor-affiliates ask
the U.S. Bankruptcy Court for the District of Delaware to further
extend their time to assume, assume and assign, or reject
unexpired non-residential real property leases through and
including Jan. 25, 2007.

Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP,
in Wilmington, Delaware, relates that the Debtors are party to 12
major facility lease agreements:

   Lessor                               Location
   ------                               --------
   Etkin Equities                       2001 Centerpointe Parkway
                                        Pontiac, Michigan

   DEMBS/Roth Group                     4280 Haggerty Road
                                        Canton, Michigan

   Ford Motor Land Development Corp.    999 Republic Drive
                                        Allen Park, Michigan

   Growth Properties, LLC               300 Growth Parkway
                                        Angola, Indiana

   Communite Improvement Corp.          1020 E. Main Street
                                        Jackson, Ohio

   L.E. Tassell, Inc.                   3075 Brenton Road, S.E.
                                        Grand Rapids, Michigan

   Meri (NC) LLC                        6701 Stateville Blvd.
                                        Salisbury, North Carolina

   North-South Properties LLC           747 Southport Drive
                                        Shreveport, Louisiana

   P&E Realty Inc.                      13811 Roth Road
                                        Grabill, Indiana

   Rushville Manufacturing Mall         1350 Commerce Street
   Land Trust # 101                     Rushville, Indiana

   Westfield Industrial Center          13881 West Chicago Street
                                        Detroit, Michigan

   Brent Trade & Industrial Park Inc.   225 Henry Street
                                        Brantford, Ontario

The Leases include several of the Debtors' primary production
facilities and warehousing centers, which are at the core of the
Debtors' operations, Mr. Brady notes.  Many of the locations
subject to the Leases will play a significant role in the
Debtors' reorganization process.

Due to the complexity of the Debtors' business operations,
evaluation of the Leases requires the Debtors to devote
considerable time and effort to carefully review each Lease, Mr.
Brady asserts.

Mr. Brady argues that if the Debtors are forced to prematurely
assume the Leases the Debtors may be required to pay cure
obligations, and lessor claims may be elevated to administrative
expense status prior to confirmation of a plan of reorganization.

Conversely, if the Debtors precipitously reject the Leases, the
Debtors may lose valuable property interests that are essential
to their reorganization, Mr. Brady points out.

The Debtors are in the process of evaluating the economics of the
Leases to determine whether the assumption or rejection of each
would benefit their estates and creditors.  However, the Debtors'
ultimate decision to assume or reject the Leases will also depend
on their review of their overall businesses and an analysis of
each location and purpose in connection with the ongoing
restructuring efforts, Mr. Brady emphasizes.

Pending their election to assume or reject the Leases, the
Debtors will perform all their undisputed obligations in a timely
fashion, including the payment of postpetition rent due, as
required by Section 365(d)(3) of the Bankruptcy Code, Mr. Brady
assures the Court.

The Debtors are current on all postpetition obligations under the
Real Property Leases, according to Mr. Brady.  Thus, there should
be little or no prejudice to the lessors if the Lease Decision
Period will be further extended.

Headquartered in Dearborn, Mich., Meridian Automotive Systems,
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  The Company and its debtor-affiliates filed for
chapter 11 protection on April 26, 2005 (Bankr. D. Del. Case Nos.
05-11168 through 05-11176).  James F. Conlan, Esq., Larry J.
Nyhan, Esq., Paul S. Caruso, Esq., and Bojan Guzina, Esq., at
Sidley Austin Brown & Wood LLP, and Robert S. Brady, Esq., Edmon
L. Morton, Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks,
Esq., at Young Conaway Stargatt & Taylor, LLP, represent the
Debtors in their restructuring efforts.  Eric E. Sagerman, Esq.,  
at Winston & Strawn LLP represents the Official Committee of  
Unsecured Creditors.  The Committee also hired Ian Connor  
Bifferato, Esq., at Bifferato, Gentilotti, Biden & Balick, P.A.,  
to prosecute an adversary proceeding against Meridian's First Lien  
Lenders and Second Lien Lenders to invalidate their liens.  When  
the Debtors filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 38;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


NAPIER ENVIRONMENTAL: Lenders Waive August Interest Payments
------------------------------------------------------------
Napier Environmental Technologies Inc.'s lenders have agreed to
waive their rights to interest for the month of August 2006 in an
effort to help Napier during this time of re-building their
customer base.  These interest payments have been waived and the
interest otherwise payable shall not be paid or payable currently
or in the future.

Headquartered in Delta, British Columbia, Napier Environmental
Technologies, Inc. (TSX:NIR) -- http://wwwbiowash.com/-- is a  
Canadian company primarily engaged in the development, manufacture
and distribution of a wide range of products utilizing
environmentally advanced technology.  The product lines include
coating removal and wood restoration products for both the
industrial/commercial market and the consumer/retail market.

Napier is currently operating under the protection of the Canadian   
Bankruptcy and Insolvency Act.


NEXTEL PARTNERS: Moody's Says Outlook is Developing
---------------------------------------------------
Moody's Investors Service changed the rating outlooks of Nextel
Partners, Inc., its subsidiary Nextel Partners Operating Corp. and
Ubiquitel Operating Company to developing pending a decision by
Sprint Nextel Corporation as to its plans for the debt of these
two companies.  Sprint Nextel acquired both these companies
recently as Sprint Nextel continues the process of acquiring its
former affiliates.

Sprint Nextel recently indicated in a filing with the U.S.
Securities and Exchange Commission that it will no longer be
filing public financial reports for these companies and has not
yet stated whether it will guarantee their debt.

Should Sprint Nextel choose to unconditionally and irrevocably
guarantee Nextel Partners and Ubiquitel's debt, there will be full
credit substitution and Nextel Partner's and Ubiquitel's rating
will be upgraded to that of Sprint Nextel.  Should the guarantee
process not begin by October 31, 2006, and the companies no longer
provide financial statements, their debt ratings will be
withdrawn.

Debt securities affected by this outlook change:

Ubiquitel Operating Company; outlook changed to developing from
stable

   * Corporate Family Rating, B3
   * $420 Million 9.875% Senior Unsecured Notes due 2011, Caa1

Nextel Partners, Inc.; outlook changed to developing from positive

   * Corporate Family Rating, Ba2
   * $475 million 8.125% Senior Notes due 2011, Ba3

Nextel Partners Operating Corp.; outlook changed to developing
from positive

   * $100 million senior secured revolving credit facility
     expiring 2009, Ba1

   * $550 million senior secured term loan D maturing May 2012,
     Ba1

Ubiquitel was acquired by Sprint Nextel in July 2006.  Nextel
Partners was acquired by Sprint Nextel Corporation in June 2006.


OPEN TEXT: S&P Rates Proposed $490 Million Senior Facility at BB-
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to Waterloo, Ontario-based enterprise
software provider, Open Text Corp.

At the same time, Standard & Poor's assigned its 'BB-' bank loan
rating, with a recovery rating of '2', to the company's proposed
$490 million senior secured bank facility, which consists of a
$75 million five-year revolving credit facility and a $415 million
seven-year term loan B.

The '2' recovery rating reflects expectations for a substantial
(80%-100%) recovery of principal in the event of default.  The
outlook is negative.

Concurrently with the closing of the bank facility, Open Text
plans to complete the 100% acquisition of Toronto-based enterprise
software provider, Hummingbird Ltd.  The $500 million acquisition
will be financed by the $415 million term loan B and pro forma
cash balances.  Pro forma for the Hummingbird acquisition, Open
Text has fiscal 2006 revenues of $668 million and balance-sheet
debt of $428 million.

Open Text is a leading provider of Enterprise Content Management
software targeting large Global 2000 enterprise customers.  ECM
software and support services -- an estimated $2.25 billion
addressable market -- help businesses capture, store, and manage
unstructured corporate data.  The company's flagship product,
Livelink ECM, has an installed base in excess of 20 million seats
in more than 114 countries.

"The ratings on Open Text reflect its stable market position
within a niche segment of the software industry, its solid scale
given a large installed base of customers, good customer and
geographic diversity, a large base of recurring revenues, and a
history of generating good free operating cash flow," said
Standard & Poor's credit analyst Madhav Hari.

These factors are partially offset by a highly competitive and
consolidating technology marketplace characterized by:

   * the presence of bigger and better-integrated vendors;

   * an aggressive financial policy;

   * declining organic software license revenue growth;

   * weaker execution; and

   * significant integration risk from the Hummingbird
     acquisition.

The company will have aggressive leverage on completion of the
Hummingbird acquisition and will likely remain acquisitive, albeit
on a smaller scale.

The negative outlook reflects concerns over weak operating
performance in the past several quarters, specifically with regard
to the negative organic license revenue growth.  The potential
execution risk associated with the Hummingbird acquisition and
associated ability to bring key credit measures in line with the
ratings are other factors governing the negative outlook.

The outlook could be revised to stable if the company meets
expectations and reverses the trend of declining organic license
revenue growth.  Should the company fail to integrate Hummingbird
as planned, or lose significant market share, resulting in a
deterioration of credit metrics, the ratings could be lowered.


PLAY OF THE DAY: Case Summary & Largest Unsecured Creditor
----------------------------------------------------------
Debtor: Play Of The Day, Inc.
        1590 East Flamingo Road
        Las Vegas, NV 89119-5200

Bankruptcy Case No.: 06-12440

Type of Business: The Debtor operates a restaurant.

Chapter 11 Petition Date: September 11, 2006

Court: District of Nevada (Las Vegas)

Judge: Mike K. Nakagawa

Debtor's Counsel: Stephanie L. Cooper, Esq.
                  820 S. Valley View Boulevard
                  Las Vegas, NV 89107
                  Tel: (702) 435-4175

Total Assets: $2,400,000

Total Debts:  $1,600,000

Debtor's Largest Unsecured Creditor:

   Entity                           Claim Amount
   ------                           ------------
   Nevada State Bank                     $68,000
   4170 South Maryland Parkway
   Las Vegas, NV 89119


POWERLINX INC: June 30 Stockholders' Deficit Tops $1.9 Million
--------------------------------------------------------------
PowerLinx, Inc., filed its financial statements for the second
quarter ended June 30, 2006, with the Securities and Exchange
Commission on Aug. 21, 2006.

The Company reported net income of $566,718 on $287,832 of net
revenues for the second quarter of 2006 as compared with net loss
of $1,175,603 on $504,194 of net revenues for the same period in
2005.

At June 30, 2006, the Company's balance sheet showed $2,743,244 in
total assets and $4,680,117 in total liabilities, resulting in a
$1,936,873 stockholders' deficit.

At Dec. 31, 2005, the Company had a $925,386 stockholders'
deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2,108,499 in total current assets available to pay
$4,590,744 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's second quarter financials are
available for free at http://ResearchArchives.com/t/s?115a

                        Going Concern Doubt

Aidman, Piser & Company, PA, expressed substantial doubt about
PowerLinx, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended Dec. 31, 2005, and 2004.  The auditing firm pointed to
the Company's recurring losses, use of significant cash in its
operating activities, negative working capital, and stockholders'
deficiencies.

PowerLinx, Inc. (OTCBB:PWLX) -- http://www.power-linx.com/--
develops, manufactures, and markets, among other devices, products
and applications developed to transmit voice, video, audio and
data either individually or any and all combinations over power
lines, twisted pair wires and coax in AC and DC power
environments, on any and all power grids.  The Company also
develops, manufactures and markets underwater video cameras,
lights and accessories for the marine, commercial and consumer
retail markets.


RUSSELL CORP: Bershire Merger Deal Cues Moody's to Review Ratings
-----------------------------------------------------------------
Moody's Investor Service placed the ratings of Russell Corporation
on review for a possible upgrade following its announcement that
it had entered into a merger agreement with a wholly owned
subsidiary of Berkshire Hathaway Corporation.

On August 2, 2006, the shareholders of Russell Corporation
approved the merger and on that date the merger of Russell
Corporation with a wholly owned subsidiary of Berkshire Hathaway
was concluded.  On August 8, 2006, Moody's withdrew its rating on
the $375 million revolving credit facility in anticipation of its
termination, which took place effective August 22, 2006.

On September 1, 2006 the company redeemed all outstanding 9.25%
senior unsecured notes due 2010.  As a result of the redemption of
all remaining rated debt Moody's has withdrawn the B2 rating on
the company's unsecured debt obligations.

The company's B1 corporate family rating has been withdrawn for
business reasons.

This withdrawal concludes the rating review commenced in April,
2006.


SCOTTISH RE: Gives Former Employees 60 Days to Exercise Options
---------------------------------------------------------------
Scottish Re Group Limited revealed, by way of explanation in
response to a number of investor inquiries, that under existing
employment contracts and executive compensation plans, former
employees have 60 days from the date of their separation from
Scottish Re to exercise their stock options.

As a result, the Company expects that former Scottish Re
executives Scott Willkomm and Seth Vance will likely sell Scottish
Re stock in the coming weeks at prevailing market prices as a
result of their accumulation of shares and options under the
Company's 401K, Deferred Compensation and stock option plans.

                        About Scottish Re

Scottish Re Group Limited -- http://www.scottishre.com/-- offers  
reinsurance of life insurance, annuities and annuity-type products
through its operating companies in Bermuda, Charlotte, North
Carolina, Grand Cayman Dublin, Ireland, and Windsor, United
Kingdom.  At March 31, 2006, the reinsurer's balance sheet showed
$12.2 billion assets and $10.8 billion in liabilities.

                            *    *    *

Moody's Investors Service changed the direction of review for
Scottish Re Group Limited's ratings to uncertain from possible
downgrade.   The change in the direction of the ratings review
impacts the company's Ba3 senior unsecured debt rating and the
Baa3 insurance financial strength ratings of the company's core
insurance subsidiaries, Scottish Annuity & Life Insurance Company
(Cayman) Ltd. (SALIC) and Scottish Re (U.S.), Inc.

Moody's Rates Scottish Re Group Limited as:

   -- Senior Unsecured, to Ba2 from Baa2;

   -- Senior Unsecured Shelf, to (P)Ba2 from (P)Baa2;

   -- Subordinate Shelf, to (P)Ba3 from (P)Baa3;

   -- Junior subordinate Shelf, to (P)B1 from (P)Ba1;

   -- Preferred Stock, to B1 from Ba1;

   -- Preferred Shelf, to (P)B1 from (P)Ba1

Fitch Ratings also initiated these rating actions:

   -- IDR downgraded to 'BBB-' from 'BBB';

   -- 4.5% $115 million senior convertible notes downgraded
      to 'BB+' from 'BBB-';

   -- 5.875% $142 million hybrid capital units downgraded to
     'BB' from 'BB+';

   -- 7.25% $125 million non-cumulative perpetual preferred
      stock downgraded to 'BB' from 'BB+'.

A.M. Best likewise downgraded the ICR of Scottish Re to "bb+"
from "bbb-".  A.M. Best Co. also downgraded the financial strength
rating to B++ from A- and the issuer credit ratings to "bbb+" from
"a-" of the primary operating insurance subsidiaries of Scottish
Re Group Limited (Scottish Re) (Cayman Islands).  

All FSR and debt ratings have been placed under review with
negative implications.  The FSR has been downgraded to B++ from A-
and the ICRs have been downgraded to "bbb+" from "a-" and placed
under review with negative implications for these subsidiaries of
Scottish Re Group Limited:

  -- Scottish Annuity & Life Insurance Company (Cayman) Ltd;
  -- Scottish Re (U.S.), Inc.;
  -- Scottish Re Life Corporation;
  -- Scottish Re Limited; and
  -- Orkney Re, Inc.

The ICR has been downgraded to "bb+" from "bbb-" and placed
under review with negative implications for Scottish Re Group
Limited.

These debt ratings have been downgraded and placed under review
with negative implications:

Scottish Re Group Limited

   -- "bb+" from "bbb-" on $115 million 4.5% senior
       unsecured convertible notes, due 2022;

   -- "bb-" from "bb" on $143 million 5.875% of hybrid
       capital units, due 2007; and

   -- "bb-" from "bb" on $125 million non-cumulative
       preferred shares;

Stingray Pass-thru Trust

   -- "bbb+" from "a-" on $325 million senior unsecured
       pass-thru certificates, due 2012

These indicative ratings for debt securities under the shelf
registration have been downgraded and placed under review with
negative implications:

Scottish Re Group Limited

  -- "bb-" from "bb" on preferred stock;
  -- "bb" from "bb+" on subordinated debt; and
  -- "bb+" from "bbb-" on senior unsecured debt.

Scottish Holdings Statutory Trust II and III

  -- "bb" from "bb+" on preferred securities.

Standard & Poor's Ratings Services placed its 'BBB- counterparty
credit rating on Scottish Re Group Ltd. on CreditWatch with
negative implications.  Standard & Poor's also said that it
placed its various ratings on Scottish Re's operating
subsidiaries and other related entities on CreditWatch negative.

The ratings will remain on CreditWatch until the capital has
been raised and the company's strategic alternatives have been
clarified.  As a result, the ultimate ratings will depend on the
resulting capital, liquidity, and business position of the
company.


SILICON GRAPHICS: Gets Court Nod to Enter Into Backstop Agreements
------------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to enter into Backstop Commitment Agreements in
connection with rights offering under their Plan of
Reorganization.

As reported in the Troubled Company Reporter on Aug. 10, 2006, the
Debtors' Plan of Reorganization contemplates that some of the
New Common Stock to be issued by Reorganized Silicon Graphics will
be issued pursuant to a rights offering.

Under the Rights Offering, each holder of an Allowed Secured Note
Claim will receive subscription rights entitling the holder to
purchase its Ratable Proportion of 6,800,000 shares of the New
Common Stock, while each holder of an Allowed Cray Unsecured
Debenture Claim will receive subscription rights entitling the
holder to purchase its Ratable Proportion of 700,000 shares of the
New Common Stock, each at $6.67 per share.

                 Backstop Agreements are Necessary

Stephen A. Youngman, Esq., at Weil, Gotshal & Manges LLP, in New
York, explained that by entering into the Backstop Commitment
Agreements, the Debtors can be sure that all of the Rights and the
Cray Rights offered pursuant to the Rights Offering are subscribed
and exercised, thus ensuring an infusion of funds of approximately
$50,000,000.

Moreover, Mr. Youngman informed the Court that the Backstop
Commitment Agreements enable the Backstop Purchasers to purchase
the Overallotment Shares, potentially netting the Debtors an
additional $7,503,750.

A full-text copy of the master form for the Backstop Commitment
Agreements is available for free at:

                http://researcharchives.com/t/s?f32

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


SILICON GRAPHICS: LG Electronics Withdraws Lift Stay Motion
-----------------------------------------------------------
LG Electronics asked the U.S. Bankruptcy Court for the Southern
District of New York to lift the automatic stay to allow it to
proceed against Silicon Graphics, Inc., in the appropriate
district court for damages and injunctive relief related to
historic, prepetition infringements of its patents, as reported in
the Troubled Company Reporter on Aug. 10, 2006.

To resolve the dispute, the Debtors and LGE agree that:

    * LGE withdraws the lift stay request, without prejudice,
      provided that it will not seek again for relief from the
      automatic stay prior to the confirmation of the Plan;

    * Upon Court approval of the stipulation, LGE agrees that it
      will not file any objection on any ground and will not
      oppose the confirmation of the Plan;

    * LGE withdraws with prejudice its protective claims, which
      are deemed expunged and will not be entitled to payment.
      LGE's Claim No. 623 against Silicon Graphics, Inc., the
      Debtors' objection to the Claim, and the Ad Hoc Committee's
      joinder to the objection, will not be impaired provided
      that:

       -- Claim No. 623 will be treated as a General Unsecured
          Silicon Graphics Claim in Class 6 and discharged under
          the Plan;

       -- the validity of the Claim will be adjudicated and
          determined in the Court unless the Parties agree or the
          Court orders otherwise.

      The Plan and any order confirming the Plan will enjoin LGE
      from taking any action against the Debtors or Reorganized
      Debtors outside of the Court to assert patent infringement
      claims to the extent the claims first arise before the
      Petition Date.  The Reorganized Debtors will not be liable
      to LGE or its subsidiaries for any claims of infringement of
      the LGE Patents which first arise prior to the Petition
      Date;

    * any valid administrative expense claim asserted by LGE will
      be paid as provided by the Plan, or as provided in a Court
      order or by agreement of the parties.  However, the Debtors
      will not be required to pay LGE on account of any
      Administrative Expense Claim in excess of $1,500,000.  Any
      Administrative Expense Claim asserted by LGE against Silicon
      Graphics may be asserted outside of the Court in the same
      action in which LGE may assert any post-effective date
      claims alleging infringement of the LGE Patents.  LGE waives
      any Administrative Expense Claims alleging infringement of
      the LGE Patents against any of the Debtors except Silicon
      Graphics.  The Plan and Confirmation Order will not enjoin
      LGE from commencing litigation against Silicon Graphics
      asserting patent infringement claims relating to the LGE
      Patents, to the extent the claims first arise between May 8,
      2006, and the Plan Effective Date; and

    * the Plan and Confirmation Order will not enjoin LGE from
      commencing litigation against the Reorganized Debtors
      asserting patent infringement claims relating to the LGE
      Patents, but only insofar as the claims first arise after
      the Plan's Effective Date.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  The Debtors' exclusive plan-filing
period will expire on Dec. 29, 2006, and its exclusive
solicitation period will expire on Feb. 28, 2007.  (Silicon
Graphics Bankruptcy News, Issue No. 16; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000)


TELEX COMMS: Robert Bosch Merger Cues Moody's to Withdraw Ratings
-----------------------------------------------------------------
Moody's Investors Service withdrew all ratings of Telex
Communications, Inc.  The action follows the merger of Telex and
a wholly owned subsidiary of Robert Bosch Corporation, which was
completed on August 31, 2006, at which time Telex's rated debt was
satisfied and discharged.

Outlook Actions:

Issuer: Telex Communications, Inc.

   * Outlook, Changed To Rating Withdrawn From Rating Under
     Review

Withdrawals:

Issuer: Telex Communications, Inc.

   * Corporate Family Rating, Withdrawn, previously rated B3

   * Senior Secured Regular Bond/Debenture, Withdrawn, previously
     rated B3

Based in Burnsville, Minnesota, Telex Communications designs and
manufactures audio and communications products to commercial,
professional and industrial customers.


TCM MEDIA: Constrained Liquidity Prompts Moody's to Hold Ratings
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook of TCM Media,
Inc. to negative from stable, while affirming all current ratings.  
Details of the rating action:

Ratings affirmed:

   * $20 million first lien senior secured revolving credit
     facility, due 2009 -- B2

   * $89 million first lien senior secured term loan B,
     due 2010 -- B2

   * $30 million second lien senior secured term loan,
     due 2010 -- B3

   * Corporate Family rating -- B2

The rating outlook is changed to negative from stable.

The change in rating outlook to negative reflects relatively weak
operating performance year-to-date and a constrained liquidity
which have contributed to the company's request for covenant
relief under its senior secured loan agreements.

On August 31, 2006, TCM requested its lenders to approve an
amendment to its senior secured credit facilities, including a
waiver of its financial covenants and permission to conclude a
proposed acquisition.  The change in outlook is underscored by
performance to date which has failed to meet Moody's expectations
and the company's need to seek a modification of its financial
covenants less than one year after closing its senior secured
credit facilities.

Moody's considers that cash funding for the proposed acquisition
would not be available to the company, absent covenant relief. In
addition, Moody's is concerned with management's decision to
use cash on its balance sheet coupled with a drawing under its
revolving credit for acquisition purposes, rather than to maintain
or bolster liquidity and preserve financial flexibility, assuming
that the existing lenders agree to the proposed amendment.

Nevertheless, the ratings affirmation reflects the customer
diversification and relative stability of TCM's newspaper
publishing business model, and to a lesser degree, its sports
marketing and production businesses.

Because the company recently changed its financial reporting to
a June fiscal year-end, TCM has yet to provide current audited
financial statements which reflect the combined operations of
the merged entity since its establishment in December 2005.  
Meaningful comparative financial analysis is further complicated
by an asset swap concluded in April 2006 and the currently
proposed acquisition.

TCM Media is headquartered in Lexington, Kentucky.


TITAN FINANCIAL: Hires Kings & Spalding as Bankruptcy Counsel
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Titan Financial Group II, L.L.C., and its debtor-affiliates
permission to employ King & Spalding, L.L.P., as their bankruptcy
counsel, nunc pro tunc to Sept. 3, 2006.

King & Spalding is expected to:

     a) advise the Debtors with respect to their powers and
        duties as debtor-in-possession in the continued
        management and operation of their business;

     b) take all necessary action to protect and preserve the
        estates of the Debtors, including the prosecution of
        actions on the Debtors' behalf, the defense of any
        actions commenced against the Debtors, the negotiation of
        disputes in which the Debtors are involved, and the
        preparation of objections to claims filed against the
        Debtors' estates;

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

     d) negotiate and prepare on behalf of the Debtors a plan of
        reorganization, a disclosure statement, and all related
        documents;

     e) negotiate and prepare documents relating to the
        disposition of assets, as requested by the Debtors;

     f) advise the Debtors, where appropriate, with respect to
        federal and state regulatory matters;

     g) advise the Debtors on finance, and finance-related
        matters and transactions, and matters relating to the
        sale of the Debtor's assets; and

     h) perform legal services for the Debtors as may be
        necessary and appropriate.

The Debtors tells the Court that it paid the Firm $158,043.39.

Sarah R. Borders, Esq., a partner of the King & Spalding,
discloses that the firm's standard hourly rates are:

     Designation           Hourly Rate
     -----------           -----------
     Senior Partners       $215 - $750
     Paralegals             $90 - $250
     Legal Assistants       $90 - $250
     Clerks                 $90 - $250

Ms. Borders assures the Court that her Firm does not hold any
interest adverse to the Debtors' estates and is a "disinterest
person" as the term defined in Section 101(14) of the Bankruptcy
Code.

Ms. Borders can be reached at:

     Sarah R. Borders, Esq.
     King & Spalding, L.L.P.
     1180 Peachtree Street
     Atlanta, Georgia 30309
     Tel: (404) 572-4600
     Fax: (404) 572-5129
     http://www.kslaw.com/

Headquartered in Atlanta, Georgia, Titan Financial Group II,
LLC, provides standard installment loans and serves approximately
80,000 customers through its 125 retail branches across Georgia,
South Carolina and Texas.  The Company and 11 of its affiliates
filed for chapter 11 protection on Sept. 3, 2006 (Bankr. N.D. Ga.
Case No. 06-70852).  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million to $50 million.


TOWER RECORDS: Selling All Assets on October 5 in Delaware
----------------------------------------------------------
MTS Inc., dba Tower Records, and its debtor-affiliates will be
selling substantially all of their assets through an auction on
Oct. 5, 2006, 10:00 a.m., at the offices of Richards, Layton &
Finger P.A., One Rodney Square, 920 North King Street in
Wilmington, Delaware.

Submission of bids is until noon (Eastern Time) of Sept. 26, 2006.

To qualify as lead bidder, interested parties must submit bids no
later than 10:00 a.m., today.

A hearing to consider approval of proposed bid protections is
scheduled on Sept. 15, 2006, at 10:00 a.m.

A hearing to consider the sale of assets to the successful bidder
will be on Oct. 6, 2006 at 10:00 a.m.

Objections to the sale motion are due Sept. 29, 2006 at 4:00 p.m.

For more information and for copies of documents with regards to
the sale motion, contact the proposed special counsel to the
Debtors:

    Akin, Gump, Strauss, Hauer & Feld LLP
    Attn: Patrick J. Ivie, Esq.,
    Suite 2400
    2029 Century Park East
    Los Angeles, California 90067
    Tel: (310) 229-1000
    Fax: (310) 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 Debtors' exclusive period to file
a chapter 11 plan expires on Dec. 18, 2006.

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.


TYRINGHAM HOLDINGS: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Tyringham Holdings, Inc.
        dba Shreve Crump & Low
        dba Schwarzschild Jewelers
        fdba Schwarzschild Jewelers, Inc.
        fdba Shreve Crump & Low Co., Ltd.
        P.O. Box 73628
        Richmond, Virginia

Bankruptcy Case No.: 06-32385

Type of Business: The Debtor sells premium brand name jewelry
                  to a broad base of middle and upper income
                  customers.

Chapter 11 Petition Date: September 6, 2006

Court: Eastern District of Virginia (Richmond)

Judge: Douglas O. Tice Jr.

Debtor's Counsel: Lynn L. Tavenner, Esq.
                  Paula S. Beran, Esq.
                  Tavenner & Beran, PLC
                  20 North Eighth Street, Second Floor
                  Richmond, Virginia 23219
                  Tel: (804) 783-8300
                  Fax: (804) 783-0178

Financial Condition as of August 30, 2006:

Total Assets: $25 Million

Total Debts:  $23.7 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mikimoto (America) Co. Ltd.   Trade debt                $218,642
680 Fifth Avenue, 8th Floor
New York, NY 10019

Hermes of Paris Inc.          Trade debt                $204,060
55 East 59th Street
3rd Floor
Attn: Accounts Receivable
New York, NY 10022

Yurman Design Inc.            Trade debt                $195,381
P.O. Box 200606
Pittsburgh, PA 15251-0606

ISM Travel & Leisure          Trade debt                $178,140
Marketing

Seaman Scheppes Co, Inc.      Trade debt                $121,067

Rosy Blue Fine                Trade debt                $110,048

Marco Bicego SRL              Trade debt                $100,160

Oscar Heyman & Brothers       Trade debt                 $99,347

LVMH Watch & Jewelry USA      Trade debt                 $95,143

Jaeger-Le Coultre             Trade debt                 $85,843

Boston Red Sox                Trade debt                 $70,000

Nstar Electric                Utility                    $61,811

John Hardy Collection         Trade debt                 $58,158

Roberto Coin Inc.             Trade debt                 $56,421

Breitling USA Inc.            Trade debt                 $51,340

Baume & Mercier               Trade debt                 $43,824

J Mavec Company Ltd.          Trade debt                 $41,778

Keiter Ste Hurst Gary &       Trade debt                 $41,728
Shrev

Temple St. Clair              Trade debt                 $40,615

LG Enterprises                Trade debt                 $38,611


UBIQUITEL OPERATING: Moody's Says Outlook is Developing
-------------------------------------------------------
Moody's Investors Service changed the rating outlooks of Nextel
Partners, Inc., its subsidiary Nextel Partners Operating Corp. and
Ubiquitel Operating Company to developing pending a decision by
Sprint Nextel Corporation as to its plans for the debt of these
two companies.  Sprint Nextel acquired both these companies
recently as Sprint Nextel continues the process of acquiring its
former affiliates.

Sprint Nextel recently indicated in a filing with the U.S.
Securities and Exchange Commission that it will no longer be
filing public financial reports for these companies and has not
yet stated whether it will guarantee their debt.

Should Sprint Nextel choose to unconditionally and irrevocably
guarantee Nextel Partners and Ubiquitel's debt, there will be full
credit substitution and Nextel Partner's and Ubiquitel's rating
will be upgraded to that of Sprint Nextel.  Should the guarantee
process not begin by October 31, 2006, and the companies no longer
provide financial statements, their
debt ratings will be withdrawn.

Debt securities affected by this outlook change:

Ubiquitel Operating Company; outlook changed to developing from
stable

   * Corporate Family Rating, B3
   * $420 Million 9.875% Senior Unsecured Notes due 2011, Caa1

Nextel Partners, Inc.; outlook changed to developing from positive

   * Corporate Family Rating, Ba2
   * $475 million 8.125% Senior Notes due 2011, Ba3

Nextel Partners Operating Corp.; outlook changed to developing
from positive

   * $100 million senior secured revolving credit facility
     expiring 2009, Ba1

   * $550 million senior secured term loan D maturing May 2012,
     Ba1

Ubiquitel was acquired by Sprint Nextel in July 2006.  Nextel
Partners was acquired by Sprint Nextel Corporation in June 2006.


UNITY WIRELESS: Joins Three Acquired Companies Into One Facility
----------------------------------------------------------------
Unity Wireless Corporation completed the consolidation of the
operations of three recently acquired companies into one facility,
harmonized its sales and marketing initiatives under the Unity
Wireless brand and has completed a corporate restructuring to
reduce headcount in redundant positions.

The combination of consolidating the facilities of the three
acquired companies and reducing the employee headcount from
approximately 135 to 80 people is expected to result in
significant savings for the integrated company.

With the harmonization of the sales and marketing groups
completed, cross-selling opportunities are being exploited and are
already generating significant interest in many accounts around
the world -- particularly in accounts where one of the pre-
acquisition companies had a strong presence prior to the
transactions.  Unity Wireless now has an established presence in
many of the most active markets for wireless infrastructure
products around the world.

The Company anticipates efficiencies that come from increased
levels of business should result in reducing the overall cost of
many of the Company's product lines in many different ways. The
consolidation of operations and harmonization of the sales and
marketing functions across Unity Wireless and the three recently
acquired companies are expected to significantly contribute to the
ability of Unity Wireless to become profitable.

                      About Unity Wireless

Based in Bellingham, Washington, Unity Wireless Corporation
(OTCBB: UTYW) -- http://www.unitywireless.com/-- is a developer  
of wireless subsystems and coverage-enhancement solutions for
wireless communications networks.

At June 30, the Company's Balance sheet showed a stockholders'
deficit of $2,370,166, compared to a deficit of $760,000 at Dec.
31, 2005.

                          Going Concern

KPMG LLP expressed doubt about Unity Wireless' ability to continue
as a going concern after auditing the Company's 2005 financial
statements.  The auditing firm pointed to the Company's recurring
losses from operations.


VALENTEC SYSTEMS: Has $6 Mil. Working Capital Deficit at June 30
----------------------------------------------------------------
Valentec Systems, Inc., filed its second quarter financial
statements for the three months ended March 31, 2006, with the
Securities and Exchange Commission on Aug. 14, 2006.

The Company incurred a $1.98 million net loss on $4.77 million of
net revenues for the three months ended June 30, 2006, compared to
a $445,665 net loss on $4.38 million of net revenues in 2005.

The Company's June 30 balance sheet also showed strained liquidity
with $17.7 million in total current assets available to pay $23.7
million in total current liabilities coming due within the next 12
months.

                    Master Factoring Agreement

The Company has entered into a Master Factoring Agreement with
Rockland Credit Finance as an additional source of financing.  
A credit line of $7,500,000 was increased on July 1, 2006 to
$10,000,000 to provide additional working capital for the
Company's operations.  The Company plans to use the additional
funding for facilitization, additional equipment needed to support
the increased backlog.  At June 30, 2006, $6,660,009 was
outstanding under this line of credit.  The Agreement with
Rockland Credit Finance has the option to increase to $15,000,000
if the Company has the collateral of accounts receivable and
unbilled accounts receivable to support the increase.  The use of
funds would assist in long term contracts in the interim until the
Company collects through the milestone payment schedules for the
long term contracts.

In addition, the Company has other lines of credit of $6,500,000
in the aggregate.  At June 30, 2006, $6,429,546 was outstanding
under these lines of credit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?1157

                      Going Concern Doubt

As reported in the Troubled Company Reporter, June 1, 2006,
Webb & Company, P.A., in Boynton Beach, Florida, raised
substantial doubt about Valentec Systems, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended Dec. 31,
2005.  The auditor pointed to the Company's working capital
deficiency and negative cash flow from operations.

Valentec Systems, Inc., designs, develops, manufactures, and sells
ammunition and light weapons for military use.


VARIG S.A.: Preliminary Injunction Continued Until October 27
-------------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York continues the preliminary injunction
imposed in VARIG S.A. and its debtor-affiliates' Section 304 cases
through and including Oct. 27, 2006.

The Court will hold a hearing on Oct. 26, 2006, at 10:00 a.m., to
consider whether to extend the Preliminary Injunction or, if
appropriate, convert it into a Permanent Injunction.

About 14 parties-in-interest had objected to the extension of the
Preliminary Injunction or entry of a Permanent Injunction:

   * Sojitz Corporation of Japan;
   * Willis Lease Finance Corporation;
   * Mitsui & Co. Ltd.;
   * U.S. Bank National Association;
   * Wells Fargo Bank Northwest, N.A., as Trustee;
   * Wells Fargo Bank National Association, as Trustee;
   * International Lease Finance Corporation;
   * Aircraft SPC-6, Inc.;
   * The Boeing Company;
   * Ansett Worldwide Aviation U.S.A., et al.;
   * GATX Capital;
   * The Port Authority of New York and New Jersey;
   * Los Angeles World Airports; and
   * The United States of America by the U.S. Attorney for the
     Southern District of New York

The Objectors consented to the continuation of the existing
Preliminary Injunction, provided their Objections will be deemed
carried over to the October 26 hearing.

Any other objections must be filed with the Court by
Oct. 23, 2006.

Headquartered in Rio de Janeiro, Brazil, VARIG S.A. is Brazil's
largest air carrier and the largest air carrier in Latin America.
VARIG's principal business is the transportation of passengers and
cargo by air on domestic routes within Brazil and on international
routes between Brazil and North and South America, Europe and
Asia.  VARIG carries approximately 13 million passengers annually
and employs approximately 11,456 full-time employees, of which
approximately 133 are employed in the United States.

The Company, along with two affiliates, filed for a judicial
reorganization proceeding under the New Bankruptcy and
Restructuring Law of Brazil on June 17, 2005, due to a competitive
landscape, high fuel costs, cash flow deficit, and high operating
leverage.  The Debtors may be the first case under the new law,
which took effect on June 9, 2005.  Similar to a chapter 11
debtor-in-possession under the U.S. Bankruptcy Code, the Debtors
remain in possession and control of their estate pending the
Judicial Reorganization.  Sergio Bermudes, Esq., at Escritorio de
Advocacia Sergio Bermudes, represents the carrier in Brazil.

Each of the Debtors' Boards of Directors authorized Vicente
Cervo as foreign representative.  In this capacity, Mr. Cervo
filed a Sec. 304 petition on June 17, 2005 (Bankr. S.D.N.Y. Case
Nos. 05-14400 and 05-14402).  Rick B. Antonoff, Esq., at
Pillsbury Winthrop Shaw Pittman LLP represents Mr. Cervo in the
United States.  As of March 31, 2005, the Debtors reported
BRL2,979,309,000 in total assets and BRL9,474,930,000 in total
debts.


WAVE SYSTEMS: Posts $4.5 Million 2006 Second Quarter Net Loss
-------------------------------------------------------------
Wave Systems Corp.'s net revenues rose over 250% to $910,000,
compared to 2005 second quarter net revenues of $258,000 and an
increase of 85% versus Q1 2006 net revenues of $493,000.

The improvement in the 2006 second quarter net revenues reflected
increases in both license and services revenues as compared to Q2
2005 and Q1 2006.  The increase in license revenues was
principally due to higher royalties earned from increased
shipments of Wave software.  Services revenue increased versus the
year ago and Q1 2006 quarters primarily due to the substantial
completion of a service contract for the U.S. government.

In the second quarter of 2006, Wave reported a $4.5 million net
loss, including non-cash, share-based compensation expense of
$408,000, which was recorded in accordance with the implementation
of SFAS 123(R) for "Share-based Payment," effective Jan. 1, 2006.  
Wave's Q2 2005 net loss of $4.2 million did not include any share-
based compensation expense.  

For the first six months of 2006, Wave's net revenues rose to
$1.4 million, compared to net revenues of $335,000 in the year-ago
six month period.  For the first six months of 2006 Wave reported
a net loss of $9.5 million including non-cash, share-based
compensation expense of $761,000.

Wave's net loss of $8.7 million in the first six months of 2005
did not include any share based compensation expense.  The
weighted average number of basic shares outstanding in the first
six months of 2006 and 2005 were 33,998,000 and 26,393,000,
respectively.

As of June 30, 2006 Wave had total current assets of $3 million
and no long-term debt.  Deferred revenue increased to $564,000 at
June 30, 2006 compared to $440,000 at March 31, 2006 and $504,000
at year-end 2005.

Steven Sprague, Wave's president and CEO, commented, "We are very
pleased that our OEMs' shipments have increased this quarter.  We
believe our strategy to partner with major manufacturers and OEMs
is beginning to yield positive results, and we continue to make
significant investments in our software and in the marketing of
trusted computing solutions to support those relationships.  It is
our view that the integration of hardware security into the PC
provides an excellent platform to address many of the security
issues that have plagued PC users.  As the industry discovers this
new capability, we believe Wave should be well positioned to
participate in resulting growth opportunities.  As with many
previous PC industry standards, we believe that there will be
broad based adoption of Trusted Computing in the PC industry, and
we look forward to helping the industry realize the full security
benefit of this technology.

"Of course, there is significant work still to be done.  Wave will
continue to invest in our software solutions to support three core
markets for trusted computing: Strong Authentication, Data
Protection including Full disk encryption, and Network Access
control.  We believe that ongoing investments will continue to
support our market share, our revenue and our intellectual
property portfolio.  Though it has been and continues to be a
challenging road, this is an exciting time for Wave and its
employees and shareholders."

                      Going Concern Doubt

KPMG, LLP, expressed substantial doubt about Wave Systems Corp.'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 and accumulated deficit.

                        About Wave Systems

Wave Systems Corp. -- http://www.wave.com/-- holds a portfolio of  
significant fundamental patents in security and e-commerce
applications.


WENAMERICA LLC: Involuntary Chapter 11 Case Summary
---------------------------------------------------
Alleged Debtor: WenAmerica, LLC
                400 South Woodsmill Road, Suite 120
                Chesterfield, Missouri 63017

Involuntary Petition Date: September 8, 2006

Case Number: 06-44137

Chapter: 11

Court: Eastern District of Missouri (St. Louis)

Judge: Barry S. Schermer

Petitioners' Counsel: Gary L. Vincent, Esq.
                      Husch & Eppenberger, LLC
                      Clayton, Missouri 63105
                      Tel: (314) 480-1500

                      Sandra L. Hughes, Esq.
                      Harrison & Hughes, P.C.
                      3016 Williams Drive, Suite 15
                      Fairfax, Virginia 22031
                      Tel: (703) 876-0909

   Petitioner                 Nature of Claim       Claim Amount
   ----------                 ---------------       ------------
SPCP Group, LLC               Money Loaned            $3,102,026
Silverpoint Capital,
2 Greenwich Plaza
Greenwich, Connecticut 06836

MDF, Inc.                     Arbitration Award/        $149,102
Attn: David J. Norman         Judgment
1657 Crofton Boulevard
Crofton, Maryland 21114

Crescent P&E of Marion, Inc.  Trade Debt                  $2,780
dba Scotsman/Refrigeration
Supplies
Attn: Mike Kochanski
2817 Breckenridge
Industrial Court
St. Louis, Missouri 631444


WERNER LADDER: Committee Members Want to Trade in 10% Senior Notes
------------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
bankruptcy cases of Werner Holding Co. (DE), Inc., aka Werner
Ladder Company, and its debtor-affiliates, asks the U.S.
Bankruptcy Court for the District of Delaware to permit Committee
members, acting in any capacity, to trade in, during the pendency
of the Debtors' Chapter 11 cases, the 10% Senior Subordinated
Notes due Nov. 15, 2007 issued by Werner Holding Co. (DE) Inc.,
subject to the implementation of an Ethical Wall.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, explains that certain members of the Committee are
directly themselves or are affiliated with investment advisors or
managers that provide investment-advisory services to
institutional, pension, mutual fund and high net-worth clients
and affiliated funds and accounts.

The Committee Members, according to Mr. Meloro, may also buy and
sell the Subordinated Notes for their own portfolios.  As part of
their regular business activities, the Committee Members have
duties to maximize returns for their clients or shareholders
through the buying and selling of the Subordinated Notes.

The Committee Members acknowledge that they have certain legal
duties regarding material nonpublic information about the
Debtors.  In addition, they acknowledge that their trading in of
the Subordinated Notes may implicate various federal laws
limiting or attaching consequences to trading in the Subordinated
Notes on the basis of material nonpublic information.

However, according to Mr. Meloro, if the Committee Members are
barred from trading the Subordinated Notes during the pendency of
the Debtors' cases because of their service on the Committee,
they risk the loss of potentially beneficial investment
opportunities for their clients, shareholders and themselves.  
Alternatively, if Committee Members resign from the Committee,
the Committee Members relinquishing a more active role in the
reorganization process may likewise compromise their clients'
interests.

The Committee proposes that the Ethical Wall procedures to be
employed by a Committee Member or its Affiliates, if it wished to
trade in the Subordinated Notes, include these information-
blocking procedures:

   (1) the Ethical Wall Entity will cause all its designated
       personnel to execute a letter, acknowledging that they may
       receive nonpublic information and that they are aware of,
       and agree to comply with, the Ethical Wall procedures that
       are in effect with respect to the Subordinated Notes;

   (2) Committee Personnel will not share nonpublic Committee
       information with its employees except:

        a. its senior managements who, due to their duties and
           responsibilities, have a legitimate need to know the
           information, provided that the individuals:

              (i) otherwise comply with the Ethical Wall, and

             (ii) use the information only in connection with
                  senior managerial responsibilities, and

        b. regulators, auditors and designated legal personnel
           that will render legal advice to Committee Personnel
           and who will not share the nonpublic information
           generated from Committee activities with other
           employees and will keep the nonpublic information in
           files inaccessible to other employees;

  (3) Committee Personnel will keep nonpublic information
      generated from Committee activities in files, including
      electronic files, inaccessible to other employees;

  (4) Committee Personnel will receive no information regarding
      the Ethical Wall Entity's trades in the Subordinated Notes
      in advance of such trades, except that Committee Personnel
      may receive the usual and customary internal and public
      reports showing the Ethical Wall Entity's purchases and
      sales and the amount and class of securities owned by the
      Ethical Wall Entity, including the Subordinated Notes; and

  (5) the Ethical Wall Entity's compliance department personnel
      or internal counsel will review from time to time the
      Ethical Wall procedures employed by the Ethical Wall
      Entity as necessary to ensure compliance with a Court
      Order and will maintain records of their review, provided
      however, the Court is not precluded from taking any action
      necessary in the event that it is determined that an
      actual breach of fiduciary duty has occurred because the
      procedures employed have not been effective or for reasons
      unrelated to the fact of the Entity's ability to trade
      based upon the establishment of the procedures.

Mr. Meloro asserts there is no legal impediment in the federal
securities laws or the Bankruptcy Code to the Committee's
request.  The U.S. Securities and Exchange Commission has also
recognized the value and legitimacy of Ethical Walls in the
securities law context.

Mr. Meloro adds that bankruptcy courts, with increasing
regularity, have allowed committee members of official committees
to trade in the securities of a debtor while still serving as
committee members.

Any current or future Committee Members that engage in the
business of trading the Subordinated Notes should not be
precluded from trading in the Subordinated Notes while serving as
a member on the Committee, Mr. Meloro asserts.  He notes that
these Members have resources and experience, including knowledge
of the Debtors' business, industry and capital structure, that
render them particularly valuable for official creditors
committee service.

In addition, because the Committee Members are among the Debtors'
largest creditors (or representatives thereof), they have a great
incentive to pursue the Committee's work diligently toward the
goal of promptly confirming a Chapter 11 plan, Mr. Meloro avers.

Beyond any negative consequences it would have in the Debtors'
cases, denial of the Committee's request also will discourage
large creditors with expertise and experience in reorganizations
from joining creditors committees in other cases, despite the
presumption in the Bankruptcy Code that the committee will
"ordinarily" consist of the largest creditors, Mr. Meloro says.

                        About Werner Ladder

Headquartered in Greenville, Pennsylvania, Werner Co. --
http://www.wernerladder.com/-- manufactures and distributes  
ladders, climbing equipment and ladder accessories.  The company
and three of its affiliates filed for chapter 11 protection on
June 12, 2006 (Bankr. D. Del. Case No. 06-10578).

The firm of Willkie Farr & Gallagher LLP serves as the Debtors'
counsel.  Kara Hammond Coyle, Esq., Matthew Barry Lunn, Esq., and
Robert S. Brady, Esq., Young, Conaway, Stargatt & Taylor, LLP,
represents the Debtors as its co-counsel.  The Debtors have
retained Rothschild Inc. as their financial advisor.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's 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. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WERNER LADDER: Wants Court to Permit HALNA to Exercise Recoupment
-----------------------------------------------------------------
Werner Holding Co. (DE), Inc., aka Werner Ladder Company, and its
debtor-affiliates, ask the U.S. Bankruptcy Court for the District
of Delaware to:

   (1) confirm that Hydro Aluminum North America, Inc., properly
       satisfied the Petition Date Accounts Receivables by
       exercising its state law right of recoupment; or
       alternatively,

   (2) modify the automatic stay for the limited purpose of
       permitting HALNA to exercise its state law right of set-
       off.


Werner Co. and HALNA, are parties to a prepetition Aluminum Supply
Agreement dated Dec. 20, 2004, Robert S. Brady, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, relates.

Pursuant to the Aluminum Contract, which expires by its terms on
Dec. 31, 2007, HALNA sells and delivers to Werner Co. aluminum
extrusion log, which is manufactured from two separate sources and
referred to as either conversion log or non-conversion log.  A
conversion log is aluminum log processed from by-product of scrap
aluminum, while non-conversion log is produced exclusively from
aluminum obtained from third-party sources.

HALNA provides Werner with a credit for the aluminum scrap equal
to the value of 98% of the aluminum scrap delivered, calculated
using the Contract price for conversion log.

As of June 5, 2006, the price under the Aluminum Contract for
conversion log was $0.2125 per pound, and the price for non-
conversion aluminum log was $1.3305 per pound, on the aluminum
spot market.

Under the Aluminum Contract, Werner Co. maintains minimum
aluminum scrap credits that equal or exceed the value of the
aluminum shipped to Werner on credit, so that HALNA would have no
credit exposure to Werner.  To the extent the value of the
aluminum scrap credits exceeds the value of the minimum scrap
credits, HALNA sells Werner conversion log at the agreed upon
contract price on cash-in-advance terms.  To the extent the
aluminum scrap credits equaled or were less than the minimum
scrap credits, HALNA sells Werner non-conversion log at the
agreed upon contract price on cash-in-advance terms.

According to Mr. Brady, as of the Petition Date, Werner Co. owed
HALNA $505,517 for aluminum log delivered to and accepted by
Werner prepetition, and Werner maintained aluminum scrap credits
equal to 963,426 lbs. of aluminum scrap.

Pursuant to the Aluminum Contract, Werner has agreed to permit
HALNA to effectuate a recoupment of the Petition Date Accounts
Receivable with aluminum scrap credits equal to 476,188 lbs. of
aluminum scrap.

Since aluminum is one of the principal components of the Debtors'
products, the importance of their ability to continually procure
aluminum extrusion log from HALNA cannot be overstated, Mr. Brady
asserts.  Without consistent and timely shipments from HALNA and
the ability to set off the costs of aluminum by delivering
aluminum scrap to HALNA, the Debtors would be unable to
manufacture and distribute their product lines, which could
jeopardize their restructuring efforts.

Under Third Circuit Law, it states, "so long as the creditor's
claim arises out of the identical transaction as the debtor's,
the claim may be offset against the debt owed to the debtor."  In
re University Medical Center, 973 F.2d 1065, 1081 (3d. Cir 1993),
the Third Circuit Court rules "both debts must arise out of a
single integrated transaction so that it would be inequitable for
the debtor to enjoy the benefits of the transaction without also
meeting its obligations."

In HALNA's situation, the Petition Date Accounts Receivables and
the aluminum scrap credits arise out of the Aluminum Contract,
and are therefore part of the same transaction, which entitles
HALNA to recoup the Receivables by application of the aluminum
scrap credits, Mr. Brady contends.

Mr. Brady adds that, even if HALNA cannot recoup, it can still
argue that it has a state law right to set off the Petition Date
Accounts Receivables against the aluminum scrap credits that have
accrued as of the Petition Date.  HALNA's argument is supported
by the ruling of Citizens Bank of Maryland v. Strumpf, 516 U.S.
16, 18-19 (1195), which states "although no federal right of set
off is created by the Bankruptcy Code, Section 553 provides that,
with certain exceptions, whatever right of set off otherwise
exists is preserved in bankruptcy."

                        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.  Greenberg
Traurig LLP is counsel to the Official Committee of Unsecured
Creditors.  Jefferies & Co serves as the Committee's 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. 9; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


WEST HILLS: Section 341(a) Meeting Scheduled on September 21
------------------------------------------------------------
The U.S. Trustee for Region 7 will convene a meeting of West Hills
Park Joint Venture's creditors at 1:00 p.m. on Sept. 21, 2006, at
Suite 3401, 515 Rusk Avenue, in Houston, Texas.  

This is the first meeting of creditors as required under Section
341(a) of the Bankruptcy Code in all bankruptcy cases.

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

Headquartered in Montgomery, Texas, West Hills Park Joint Venture
and its affiliate, J.A. Development, L.C., filed for chapter 11
protection on Aug. 17, 2006 (Bankr. S.D. Tx Case No. 06-33996).  
Lawrence J. Maun, Esq. at Lawrence J. Maun, P.C., represents the
Debtors in its restructuring efforts.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
between $10 million to 50 million.


WINN-DIXIE: Court Okays Assumption of 20 Employment-Related Pacts
-----------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida allows Winn-Dixie Stores, Inc., and its debtor-affiliates
to assume 20 employment-related contracts effective as of the
effective date of the Debtors' proposed joint plan of
reorganization.

As reported in the Troubled Company Reporter on Aug. 14, 2006, the
employees whose contracts are to be assumed are:

    Kwentoh, Emeka I.
    Barton, Joel
    Baxley, William R.
    Cavin, Margaret M.
    Chisholm, Paul M.
    Doss, Gary W.
    Gore, Curtis M.
    Gue, George T. Jr.
    Matta, Mark
    Mitchell, Mary
    Moore, Dwight A. Jr.
    Opasinski, John
    Seeley, Jim
    Sheehan, John
    Strother, Justin D.
    Thatcher, James H.
    Timbrook, Stanley R. Jr.
    Tulko, Robert
    Wong, Roy
    Zahra, E. Ellis Jr.

The Debtors withdrew their employment contract with Dennis Hanley
from the list of contracts they wanted to assume.  The Hanley
Contract will remain pending.

The Debtors reserve the right to include the Hanley Contract in a
request to assume or reject to be filed at a later date.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


WINN-DIXIE: Court Okays Rejection of 95 Employment-Related Pacts
----------------------------------------------------------------
Judge Funk of the U.S. Bankruptcy Court for the Middle District of
Florida authorizes Winn-Dixie Stores, Inc., and its debtor-
affiliates' rejection of 95 employment-related contracts.  Claims
for any rejection damages resulting from the rejection of the
contracts must be filed by Sept. 23, 2006.

As reported in the Troubled Company Reporter on Aug. 14, 2006,
the offer letters, retention agreements, and other contracts of
former employees are not necessary to the Debtors' ongoing
businesses, D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher &
Flom LLP, in New York, related.

A list of the 48 Former Employee Contracts and 50 Current
Employee Contracts for rejection is available free of charge at
http://ResearchArchives.com/t/s?f86

The Debtors withdraw, without prejudice, their request to reject
the contracts of Robin Everhart and Dennis Hanley.  The Debtors
reserve their right to include the Everhart and Hanley contracts
in a subsequent request to reject.

The Debtors continue their Motion with respect to their contract
with J. Adrian Barrow.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates 527 stores in Florida,
Alabama, Louisiana, Georgia, and Mississippi.  The Company,
along with 23 of its U.S. subsidiaries, filed for chapter 11
protection on Feb. 21, 2005 (Bankr. S.D.N.Y. Case No. 05-11063,
transferred Apr. 14, 2005, to Bankr. M.D. Fla. Case Nos.
05-03817 through 05-03840).  D.J. Baker, Esq., at Skadden
Arps Slate Meagher & Flom LLP, and Sarah Robinson Borders,
Esq., and Brian C. Walsh, Esq., at King & Spalding LLP,
represent the Debtors in their restructuring efforts.  
Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 51; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


ZULTYS TECHNOLOGIES: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Zultys Technologies
        771 Vaqueros Avenue
        Sunnyvale, California 94085

Bankruptcy Case No.: 06-51764

Type of Business: The Debtor designs and manufactures products
                  that converge telecommunications and data
                  communications for businesses.  Zultys develops
                  its hardware and software specifically to create
                  products that deliver completely integrated
                  solutions, allowing for ease of deployment,
                  management, and use.  These products support
                  multiple languages and are based on open
                  standards to ensure interoperability in a
                  network.  Zultys sells its products worldwide
                  and has distribution in 115 countries.  See
                  http://www.zultys.com/

Chapter 11 Petition Date: September 8, 2006

Court: Northern District of California (San Jose)

Judge: Arthur S. Weissbrodt

Debtor's Counsel: Michael W. Malter, Esq.
                  Binder & Malter, LLP
                  2775 Park Avenue
                  Santa Clara, California 95050
                  Tel: (408) 295-1700
                  Fax: (408)295-1531

Total Assets: $1,804,276

Total Debts:  $45,040,725

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Foretek International         Trade debt                $648,259
Co., Ltd.
7F, No. 447-1 through 6
SEC. 2, PATEH Road
Taipei, Taiwan

Shenzhen Gaoxinqi             Trade debt                $438,659
Technology Co Ltd
Liuxian 1st Road
District 67
Baoan, Shenzhen 518102,
China


FAI                           Trade debt                $278,401
3273 Paysphere Circle
Chicago, IL 60674

Avnet Electronics Marketing   Trade debt                $196,523
PO Box 60000
File 30107
San Francisco, CA 94160

Bell Microproducts Inc.       Trade debt                $151,250
File 57266
Los Angeles, CA 90074-7266

Arrow Electronics, Inc.       Trade debt                $147,231
P.O. Box 60000
File 21174
San Francisco, CA 94160-1174

Text 100 Corp.                Trade debt                 $85,068

Arista Systems Corporation    Trade debt                 $72,048

Hunter Technology Corp.       Trade debt                 $70,268

Matthews Metal Products       Trade debt                 $68,185

TTI, Inc.                     Trade debt                 $64,206

Mitchell, Silberberg & Knupp  Legal services             $53,086

De Anza Manufacturing         Trade debt                 $46,327

Merix Corporation             Trade debt                 $39,713

Digi -Key Corporation         Trade debt                 $39,180

Digital Power Corporation     Trade debt                 $39,064

Dynamic Details Incorporated  Trade debt                 $39,031

Whizz Systems Inc.            Trade debt                 $38,056

Holthouse, Carlin &           Audit services             $37,287
Van Trigt

Venkel, Ltd.                  Trade debt                 $32,268


* Winston & Strawn Names S. Gavin as Head of Corporate Practice
---------------------------------------------------------------
Winston & Strawn LLP named Steven J. Gavin to head its global
corporate practice group, which includes more than 220 attorneys
in eight offices working in financial and general corporate legal
matters.  Chambers and Partners, a U.K.-based legal research
publisher, has recognized Winston & Strawn's corporate practice as
particularly strong and growing in corporate finance, private
equity, hedge funds, mergers and acquisitions, and bankruptcy
matters.

"Steve is the ideal choice to lead the practice," said Tom
Fitzgerald, Winston & Strawn's managing partner elect.  "He is
highly respected throughout the firm and business community, and
will be a terrific leader for the practice area."

Mr. Gavin, 46, has been with the firm since 1985 and concentrates
his practice in corporate finance, private equity, and mergers and
acquisitions.  He succeeds John L. MacCarthy, who headed the
practice for several years before moving to an in-house position.  
Mr. Gavin is a member of the firm's executive committee, and is
chairman of the board of LINK Unlimited.

Mr. Gavin is a graduate of Stanford Law School, and earned his
bachelor's degree, Phi Beta Kappa, from Yale College.

Winston & Strawn -- http://www.winston.com/-- is a 152-year-old  
commercial law firm with nearly 900 attorneys in nine offices,
including Chicago, New York, Washington, D.C., Los Angeles, San
Francisco, London, Paris, Geneva, and Moscow.


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (21)         132       (6)
AFC Enterprises         AFCE        (46)         172        5
Alaska Comm Sys         ALSK        (17)         565       24
Alliance Imaging        AIQ         (23)         682       26
AMR Corp.               AMR        (508)      30,752   (1,392)
Atherogenics Inc.       AGIX       (124)         211      165
Biomarin Pharmac        BMRN         49          469      307
Blount International    BLT        (123)         465      126
CableVision System      CVC      (2,468)      12,832    2,643
Centennial Comm         CYCL     (1,062)       1,436       23
Cenveo Inc              CVO          24          941      128
Choice Hotels           CHH        (118)         280      (58)
Cincinnati Bell         CBB        (705)       1,893       18
Clorox Co.              CLX        (156)       3,616     (123)
Cogdell Spencer         CSA         126          370      N.A.
Columbia Laborat        CBRX         10           29       23
Compass Minerals        CMP         (63)         664      161
Crown Holdings I        CCK         144        7,287      174
Crown Media HL          CRWN       (393)       1,018      133
Deluxe Corp             DLX         (90)       1,330     (235)
Denny's Corporation     DENN       (258)         500      (68)
Domino's Pizza          DPZ        (609)         395       (4)
Echostar Comm           DISH       (512)       9,105    1,589
Emeritus Corp.          ESC        (111)         721      (29)
Emisphere Tech          EMIS          2           43       19
Empire Resorts I        NYNY        (26)          62       (3)
Encysive Pharm          ENCY        (64)          93       56
Foster Wheeler          FWLT        (38)       2,224      (93)
Gencorp Inc.            GY          (88)         990      (28)
Graftech International  GTI        (166)         900      250
H&E Equipment           HEES        226          707       22
I2 Technologies         ITWO        (55)         211       (9)
ICOS Corp               ICOS        (36)         266      116
IMAX Corp               IMAX        (21)         244       33
Incyte Corp.            INCY        (55)         375      155
Indevus Pharma          IDEV       (147)          79       35
J Crew Group Inc.       JCG         (83)         362      102
Koppers Holdings        KOP         (95)         625      140
Kulicke & Soffa         KLIC         65          398      230
Labopharm Inc.          DDS         (92)         143      105
Level 3 Comm. Inc.      LVLT        (33)       9,751    1,333
Ligand Pharm            LGND       (238)         286     (155)
Lodgenet Entertainment  LNET        (66)         262       15
Maytag Corp.            MYG        (187)       2,954      150
McDermott Int'l         MDR         125        3,181       64
McMoran Exploration     MMR         (21)         434      (38)
NPS Pharm Inc.          NPSP       (164)         248      168
New River Pharma        NRPH          0           93       68
Omnova Solutions        OMN          (6)         366       67
ON Semiconductor        ONNN        (75)       1,423      279
Qwest Communication     Q        (2,826)      21,292   (2,542)
Riviera Holdings        RIV         (29)         214        7
Rural/Metro Corp.       RURL        (93)         302       50
Sepracor Inc.           SEPR       (109)       1,277      363
St. John Knits Inc.     SJKI        (52)         213       80
Sulphco Inc.            SUF          25           34       12
Sun Healthcare          SUNH         10          523      (34)
Sun-Times Media         SVN        (261)         965     (324)
Tivo Inc.               TIVO        (33)         143       19
USG Corp.               USG        (313)       5,657   (1,763)
Vertrue Inc.            VTRU        (16)         443      (72)
Weight Watchers         WTW        (110)         857      (72)
WR Grace & Co.          GRA        (515)       3,612      929

                             *********

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, 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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