TCR_Public/060919.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 19, 2006, Vol. 10, No. 223

                             Headlines

ACXIOM CORP: Reports Final Results of "Dutch Auction" Tender Offer
ADELPHIA COMMUNICATIONS: Files Modifications to Fifth Amended Plan
AEROBOX PLC: Suspends Shares as U.S. Unit Files for Chapter 11
ALAN HIRSCHENSON: Case Summary & 20 Largest Unsecured Creditors
ALAN MARDER: Case Summary & 20 Largest Unsecured Creditors

ALTEON INC: Accumulated Deficit Tops $227.8 Million at June 30
ASARCO LLC: FFIC Says Court Has No Authority to Enjoin Its Claims
ASARCO LLC: Two Parties Want Intercompany Claims Order Vacated
ATLAS AIR: Places $3.4 Billion Order for 12 New Boeing Planes
BEST MANUFACTURING: Hires Cole Schotz as Bankruptcy Counsel

BEST MANUFACTURING: Committee Taps Ravin Greenberg as Co-Counsel
BUFFETS HOLDINGS: Launches $316.6 Million Senior Notes Offerings
CA INC: Reveals Preliminary Results of Tender Offer
CABLEVISION SYSTEMS: Gets New Default Notice from Fund Manager
CABLEVISION SYSTEMS: S&P Holds BB Corp. Credit Rating on Watch

CALPINE CORP: Gets Court Approval to Sell Plant Equipment
CALPINE CORP: Court OKs Hilco Industrial as Asset Disposal Agent
CARRAWAY METHODIST: Case Summary & 20 Largest Unsecured Creditors
CHARLES FOSTER: Case Summary & 14 Largest Unsecured Creditors
CITIZENS COMMS: Inks $1.16 Billion Purchase Deal with Commonwealth

COLLINS & AIKMAN: GM Modifies Motion to Recover Tooling
COLLINS & AIKMAN: Wants More Time to Decide on Becker Leases
CONGOLEUM CORP: June 30 Balance Sheet Upside-Down by $44 Million
CONIFER CARE: Voluntary Chapter 11 Case Summary
CORNELL OF CALIFORNIA: Case Summary & 20 Largest Creditors

CURON MEDICAL: Posts $275,000 Net Loss in 2006 Second Quarter
DAIMLERCHRYSLER: Tougher Market Conditions Prompt Outlook Changes
DAVCRANE INC: Court Sets Plan Confirmation Hearing to October 11
DELTA AIR: Court Okays Aerovias de Mexico Engine Repair Agreement
DELTA AIR: Retired Pilots Tap Milliman as Consultant & Actuary

DELTA MUTUAL: June 30 Balance Sheet Upside-Down by $1.3 Million
DRINKS AMERICAS: Bernstein & Pinchuk Raises Going Concern Doubt
DYNEGY INC: Establishes Development Joint Venture with LS Power
E-Z DUMPER: Case Summary & 20 Largest Unsecured Creditors
ECHOSTAR COMMS: Names Carl Vogel as President & Bernard Han as CFO

EL POLLO LOCO: Extends Tender Offer Expiration to October 16
ELINEAR INC: Files for Chapter 7 Liquidation in Texas
ENTERPRISE PRODUCTS: Prices $50 Million Junior Notes Offering
EXTREME NETWORKS: Stock-Option Probe Delays Form 10-K Filing
FINOVA GROUP: Subsidiary Reaches Settlement with Thaxton Group

FLEMING COS: Trust Can Amend Complaint Against Authentic Specialty
FOAMEX INTERNATIONAL: Former Exec. Files Complaint Against Debtor
FOAMEX INTERNATIONAL: Wants to Sell Tennessee Property for $1.1MM
FORD MOTOR: General Motors Merger Unlikely Says Analysts
FORD MOTOR: Inks Consulting Agreement with John R.H. Bond

FORD MOTOR: S&P Maintains Negative Watch on B+ Long-Term Rating
FTI CONSULTING: S&P Rates Proposed $215 Million Senior Notes at B+
GENERAL MOTORS: Ford Merger Unlikely Says Analysts
GENERAL MOTORS: GMAC Offers to Buy Deferred Interest Debentures
GT BRANDS: Judge Beatty Confirms First Amended Reorganization Plan

H.J. HEINZ: S&P Lowers Preferred Stock's Rating to BB+ from BBB-
HANDHELD ENT: Posts $2.5 Million Net Loss in Qtr. Ended June 30
HHG INC: Case Summary & 24 Largest Unsecured Creditors
HUBER CONTRACTING: Wachovia's Lien Triumphed Mechanics' Lien
IMMUNE RESPONSE: James Foght Joins Board of Directors

INTERTAPE POLYMER: Responds to Takeover Rumors
JOSEPH ROSELLI: Case Summary & Six Largest Unsecured Creditors
KAISER ALUMINUM: Reports Payments to Ordinary Course Professionals
KULLMAN INDUSTRIES: Ct. Approves 2nd Amended Disclosure Statement
LASERSIGHT INC: June 30 Balance Sheet Upside-Down by $3.5 Mil.

MICRON TECHNOLOGY: Toshiba Settles Suit with $288 Million Payment
MUSICLAND HOLDING: Files First Amended Joint Plan of Liquidation
MUSICLAND HOLDING: Treatment Of Claims Under Liquidation Plan
NORSTAN APPAREL: Panel Hires ASK Fin'l to Pursue Avoidance Claims
NORTEL NETWORKS: Board Declares Dividend on Preferred Shares

NORTHWEST AIRLINES: Claims Objection Protocol Draws Fire
OPEN TEXT: Earns $5 Million in Fiscal 2006
ORIUS CORP: Seeks Short Extension of Exclusive Plan-Filing Period
PEABODY ENERGY: Completes New $2.75 Billion Senior Credit Facility
PELTS & SKINS: Wants Until Nov. 12 to Make Lease-Related Decisions

PLAINS EXPLORATION: Sells Two Deepwater Discoveries to Statoil
PRESIDENT CASINOS: Unit Files Second Amended Disclosure Statement
PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $851,169
PUREBEAUTY INC: Expands Scope of Alvarez & Marsals' Retention
PUREBEAUTY INC: Taps Snyder Jacobs as Accountant and Auditor

RAPTOR NETWORKS: Incurs $1.4 Mil. Net Loss in 2006 Second Quarter
REFCO INC: Files Chapter 11 Reorganization Plan in New York
REFCO INC: Classification & Treatment of Claims Under the Plan
RIVERSTONE NETWORKS: Panel Taps Verdolino & Lowey as Fin'l Advisor
ROYAL GROUP: Expects Up to $40 Million from Business Divestitures

SAINT VINCENTS: Ct. Lifts Stay to Allow Ruling in Malpractice Suit
SAINT VINCENTS: Lowery, Whitfield Want Claims Deemed Timely Filed
SATELITES MEXICANOS: Hires Galicia y Robles as Special Counsel
SATELITES MEXICANOS: Hires Milbank Tweed as Lead Bankr. Counsel
SILICON GRAPHICS: Files Modified First Amended Plan

SILICON GRAPHICS: Files Supplements to First Amended Plan
SMART WORLD: Committee Files Plan & Disclosure Statement in NY
SMART WORLD: Court Sets Disclosure Statement Hearing on Sept. 27
SMITHFIELD FOODS: Inks $810 Mil. Merger Deal with Premium Standard
SOLUTIA INC: Disclosure Statement Hearing Adjourned to November 16

SOLUTIA INC: Won't Disrupt Equity Panel's Adversary Proceeding
SPECTRE GAMING: Incurs $4.7 Million Net Loss in Second Quarter
SPIRIT AEROSYSTEMS: S&P Rates Proposed $983 Mil. Financing at BB+
STEEL PARTS: Files Chapter 11 Protection in Michigan
TACKLEY MILL: Case Summary & 20 Largest Unsecured Creditors

TFS ELECTRONIC: Court Approves Global Settlement Agreement
THAXTON GROUP: Reaches Preliminary Settlement with FINOVA Capital
TITAN FINANCIAL: Hires Brookwood Associates as Financial Advisor
TRAVELCENTERS OF AMERICA: To Be Acquired by HPT for $1.9 Billion
TUBECORE LC: Case Summary & Three Largest Unsecured Creditors

TURNER-DUNN: List of 20 Largest Unsecured Creditors
US AIRWAYS: Court Extends Claims Objection Deadline to January 15
US AIRWAYS: Wants Court Nod on Donlin and DRX Contract Termination
USN CORP: Has $18.2 Million Working Capital Deficit at June 30
VALASSIS COMMUNICATIONS: S&P Holds BB Ratings on Negative Watch

VILLAJE DEL RIO: Files Third Amended Disclosure Statement in Texas
VILLAJE DEL RIO: Disclosure Statement Hearing Set on October 23
WELD WHEEL: Can Access Up to $18.5 Million of DIP Financing
WELD WHEEL: Creditors' Panel Wants Mesirow as Financial Advisors
WINN-DIXIE: Wants Protective Order on Visagent Discovery

WINN-DIXIE: Wants to Reject Four Louisiana Store Leases

* Large Companies with Insolvent Balance Sheets

                             *********


ACXIOM CORP: Reports Final Results of "Dutch Auction" Tender Offer
------------------------------------------------------------------
Acxiom disclosed yesterday the final results of its modified
"Dutch auction" tender offer to purchase up to 11,111,111 shares
of the its common stock, which expired at 5:00 p.m., New York City
time, on Tuesday, Sept. 12, 2006.

Acxiom has accepted for payment an aggregate of 11,111,111 shares
of its common stock at a purchase price of $25 per share and an
aggregate purchase price of approximately $277.8 million.  These
shares represent approximately 12.6% of the shares outstanding
immediately prior to completion of the tender offer.

Acxiom has been informed by Computershare Trust Company, N.A., the
depositary for the tender offer, that the final proration factor
for the tender offer is 73.868515%.

Based on the final count by the depositary (and excluding
conditional tenders that were not accepted because the specified
condition was not satisfied), 15,053,367 shares were properly
tendered and not withdrawn at a price of $25.00 per share.  Any
shares that were not properly  tendered will be returned promptly
to the tendering stockholders.

Payment for the shares accepted for purchase, and return of all
shares tendered and delivered and not accepted for purchase, will
be carried out promptly by the depositary. As a result of the
completion of the tender offer, Acxiom has approximately
77.4 million shares of common stock outstanding.

Any questions with regard to the tender offer may be directed to:

            Innisfree M&A Incorporated
            Information Agent for the Offer
            501 Madison Avenue
            New York, NY 10022
            Phone:(877) 750-9497

                      or

            J.P. Morgan Securities
            Phone: (877) 371-5947
            Stephens Inc.
            Phone: (800) 643-9691
            Dealer Managers for the Offer

                   About Acxiom Corporation

Based in Little Rock, Arkansas, Acxiom Corporation (Nasdaq: ACXM)
-- http://www.acxiom.com/-- integrates data, services and  
technology to create and deliver customer and information
management solutions for many of the largest, most respected
companies in the world.  The core components of Acxiom's
innovative solutions are Customer Data Integration technology,
data, database services, IT outsourcing, consulting and analytics,
and privacy leadership.  Founded in 1969, Acxiom has locations
throughout the United States, Europe, Australia and China.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 7, 2006,
Standard & Poor's Ratings Services assigned its loan and recovery
ratings to Little Rock, Arkansas-based Acxiom Corp.'s proposed
$800 million secured first-lien financing.  The first-lien
facilities consist of a $200 million revolving credit facility and
a $600 million term loan.  They are rated 'BB' with a recovery
rating of '2'.

As reported in the Troubled Company Reporter on Aug. 25, 2006,
Moody's Investors Service assigned a Ba2 rating to Acxiom
Corporation's $800 million senior secured credit facilities, while
affirming its corporate family rating of Ba2.  The outlook is
stable.


ADELPHIA COMMUNICATIONS: Files Modifications to Fifth Amended Plan
------------------------------------------------------------------
With a Disclosure Statement supplement hearing scheduled to
continue today in New York, Adelphia Communications Corporation
filed modifications to its draft Fifth Amended Joint Chapter 11
Plan of Reorganization and the related Supplement to its Fourth
Amended Disclosure Statement with the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 18, 2006.

The modifications reflect settlements with holders of the Fort
Myers and Olympus notes and two of the three administrative agents
to Adelphia's co-borrowing facilities, as well as certain other
changes that were discussed at the Sept. 12 hearing on the
Disclosure Statement supplement.

Adelphia and the Official Committee of Unsecured Creditors remain
co-proponents of the modified plan, which embodies the framework
agreed upon by Adelphia, its Official Committee of unsecured
Creditors, as well as significant individual bond funds.  In
addition, the two administrative agents with which settlements
have been reached will be co-proponents of the modified plan with
respect to the treatment of bank claims under the credit
agreements for which they are agents.

These modifications are incremental to the compromise among other
important creditor groups under which up to $1.08 billion in value
will be transferred from certain creditors of various Adelphia
subsidiaries to certain unsecured senior and trade creditors of
the Adelphia Communications parent corporation.

The Court commenced the hearing on the Disclosure Statement on
Sept. 12, 2006.  Adelphia and the Official Committee of Unsecured
Creditors are seeking an order of the Bankruptcy Court approving
the Supplement to the Disclosure Statement as containing "adequate
information" to enable Adelphia's Chapter 11 bankruptcy creditors
and equity holders to make an informed judgment about the Fifth
Amended Plan.

Adelphia's proposal and prosecution of confirmation of the
modified Fifth Amended Plan still is subject in all respects to
entry of such an order, as well as Bankruptcy Court authorization
for Adelphia to propose and seek votes in respect of the modified
Fifth Amended Plan.  Absent entry of such an order and
authorization, Adelphia's filing of the modified Fifth Amended
Plan and related Supplement to the Disclosure Statement shall not
be deemed to be a proposal by the Debtors with respect to the
proposed treatment of any claims against or equity interests in
Adelphia or its subsidiaries.  If this order is entered and such
authorization is granted, Adelphia, the Official Committee of
Unsecured Creditors and the relevant bank administrative agents
will begin the process of soliciting creditors and equity holders
to vote on the modified Fifth Amended Plan.

A full-text copy of the redlined version of the Fifth Amended Plan
of Reorganization is available for free at:

              http://ResearchArchives.com/t/s?11e4

A full-text copy of the redlined version of the Fourth Amended
Disclosure Statement is available for free at:

              http://ResearchArchives.com/t/s?11e5

               About Adelphia Communications Corp.

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

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



AEROBOX PLC: Suspends Shares as U.S. Unit Files for Chapter 11
--------------------------------------------------------------
AeroBox plc suspended the trading of its shares on the AIM market
of the London Stock Exchange on Sept. 15, pending clarification of
the company's financial position.

The company's directors advised that AeroBox Composite Structures,
AeroBox's operating subsidiary, should seek court protection under
Chapter 11 of the U.S. Bankruptcy Code.  This process is scheduled
to commence this week.

The company said that its funding options have now been exhausted
and with limited cash resources, the Board has requested an
immediate suspension of trading in the Company's shares in order
to seek the best possible outcome for all shareholders.

Early last week, creditor Laurus Master Fund suspended a
$3 million revolving debt funding facility but agreed to provide
sufficient funds for specific applications within a structure
agreed with the Board of ACS.

This agreement with LMF is for the specific purpose of converting
the existing unit load devices stock and work-in-progress into
cash and for the exclusive benefit of LMF, the debenture holder.  
This agreement does not currently include any funding for payment
of previous creditors and does not address cash requirements for
the production of future orders.  The initial plan was to complete
the orders in progress by mid-September.  This has not been
possible in the cash constrained position ACS was placed although
LMF has advanced further funds for short-term requirements and
discussions are in progress with LMF over future funding for the
remaining unfinished and future orders.  This discussion is taking
place in the knowledge that one customer is actively considering
the purchase of all materials for its ULD order as an aid to cash
flow.

As a result, ACS' Board is currently seeking professional advice
on available options.

The current LMF funding has constrained UniversalCore and OvoCorp
to the extent that they have been unable to trade and consequently
a decision has been taken to close these operations effective
immediately.  

                  Executive Resignations

Stephen Mendola and Rainer Duchene tendered their resignations
from the ARX board on Sept. 8.

The Board of ARX has accepted Friday the resignation of Jeremy
Knight, the recently appointed Group Finance Director.

ARX said it currently has very limited funds and is urgently
reviewing alternative sources of finance.  However, given the
level of uncertainty in its main subsidiary, ACS, this is proving
difficult.

                     About the Company

Based in London, UK, Aerobox plc -- http://www.aeroboxplc.com/--  
acts as a holding company and has traded on the AIM market of the
London Stock Exchange.  It has one 100% owned subsidiary-Aerobox
Composite Structures LLC (fka Aerospace Composite Structures LLC)
that was formed in September 1998 in Albuquerque, New Mexico, USA,
to exploit composites technology and was acquired by Aerobox plc
in March 2003.


ALAN HIRSCHENSON: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: Alan Hirschenson
        233 South Federal Highway, Apartment 512
        Boca Raton, Florida 33432

Bankruptcy Case No.: 06-14371

Chapter 11 Petition Date: September 8, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Kenneth S. Rappaport, Esq.
                  Kenneth S Rappaport, PA
                  1300 North Federal Highway #203
                  Boca Raton, Florida 33432
                  Tel: (561) 368-2200
                  Fax: (561) 338-0350

Total Assets: $1,206,639

Total Debts:  $615,726

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Intercredit Bank, N.A.        Final judgment            $253,839
c/o Lee Schmachtenberg, Esq.
1533 Sunset Drive, Suite 201
Coral Gables, FL 33143-5700

MBNA America                  Credit card                $97,564
P.O. Box 15137                purchases
Wilmington, DE 19886-5137

Third Federal Bank            Final judgment             $47,500
c/o Douglas T. Marx
Waldman Feluren Hildebrandt
& Trigoboff
2200 North Commerece Parkway
Soute 202
Fort Lauderdale, FL 33326

ESB/Harley Davidson Credit    Potential deficiency       $40,085
                              on motorcycles

Lisa Yin Hirschenson          Rehabilitative alimony     $30,000

American Express              Credit card                $24,691
                              purchases

MBNA Delaware, N.A.           Credit card                $16,389

Bank of America               Credit card                $16,097
                              purchases

Chase, NA                     Credit card                $15,227
                              purchases

Harley Davidson Credit        2002 Harley V-Rod          $13,200
                              motorcycle:
                              VIN#1HD1HAZ152K801639
                              Value of security:
                              $12,500

Robert W. Schlorff II, Esq.   Attorney's fees            $11,750

Lisa Yin Hirschenson          Payment of debts per       $11,417
                              final judgment of
                              dissolution of marriage

Lee C. Schmachtenberg, Esq.   Attorney's fees             $1,875

BP Amoco                      Credit card                   $250
                              purchases

AT&T Universal Card           Credit card                    $69
                              purchases

Citibank (South Dakota) N.A.  Credit card                    $52
                              purchases


Adorno & Yoss, LLP            Attorney's fees            Unknown

Alan F. Lefkin, M.D.          Potential claim            Unknown

Capital One Bank              Credit card                Unknown

Craig Singer                  Potential claim            Unknown


ALAN MARDER: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Alan M. Marder
        1455 Palma Blanca Court
        Naples, Florida 34119

Bankruptcy Case No.: 06-bk-04744

Chapter 11 Petition Date: September 7, 2006

Court: Middle District of Florida (Fort Myers)

Judge: Alexander L. Paskay

Debtor's Counsel: Ronald R. Bidwell, Esq.
                  Law Office of Ronald R. Bidwell PA
                  1205 West Fletcher Avenue, Suite B
                  Tampa, FL 33612
                  Tel: (813) 908-7700
                  Fax: (813) 962-6156

Estimated Assets: Less than $50,000

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Virginia M. Marder                                   $105,000
   c/o Holly B. Chernoff, Esq.
   2335 Tamiami Trail North #409
   Naples, FL 34103

   D Garrett Construction Inc.                           $62,148
   Annis, Mitchell
   8889 Pelican Bay Boulevard #300
   Naples, FL 34108

   Sky Financial Solutions                               $15,341
   2740 Airport Drive #300
   Columbus, OH 43219

   Chase                                                 $12,169

   Naples Community Hospital                              $1,799

   Capital One                                            $1,331

   Capital One                                            $1,154

   Citibank USA NA                                          $827

   Fifth Third Bank                                         $766

   Pathology Associates                                     $576

   Naples Heart Center                                      $556

   Mary Ellen Frazier Psy D PA                              $325

   Pathology Associates                                     $225

   Gentiva Health Services Tamp                             $220

   Naples Community Hospital                                $181

   Pathology Associates                                     $131

   Jane S. Silverstein, MD PA                               $108

   Pathology Associates                                     $105

   Pathology Associates                                      $90

   GEMB/JC Penney                                            $48


ALTEON INC: Accumulated Deficit Tops $227.8 Million at June 30
--------------------------------------------------------------
Alteon Inc. incurred a $1,043,182 net loss on $116,197 of net
revenues for the three months ended June 30, 2006, compared to a
$3,376,069 net loss on $200,405 of net revenues in 2005, the
Company disclosed in its second quarter financial statements on
Form-10Q to the Securities and Exchange Commission.

As of June 30, 2006, the Company's accumulated deficit widened to
$227.8 million from a $222.8 million deficit at Dec. 31, 2005.

The Company had cash and cash equivalents at June 30, 2006, of
$4,984,928, compared to $6,582,958 at December 31, 2005.  The
decrease is attributable to $3,051,175 of net cash used in
operating activities and $1,022,861 used in investing activities.

As a result of the merger with HaptoGuard, which closed on
July 21, 2006, the Company was required to make payment of
severance and insurance costs in the amount of approximately
$2 million.  In addition, the Company has incurred transaction
fees and expenses of approximately $1,259,000 in connection with
the merger, which fees and expenses are currently due and payable.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11c9

                     Going Concern Doubt

J.H. Cohn LLP expressed substantial doubt about Alteon's ability
to continue as a going concern after auditing the Company's
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's $13 million net loss and
using approximately $14 million of cash in operating activities
during the year ended Dec. 31, 2005.

Headquartered in Parsippany, New Jersey, Alteon Inc. (AMEX: ALT)
--- http://www.alteon.com/-- is a product-based biopharmaceutical  
company engaged in the development of small molecule drugs to
treat and prevent cardiovascular diseases and other diseases
associated with aging and diabetes.


ASARCO LLC: FFIC Says Court Has No Authority to Enjoin Its Claims
-----------------------------------------------------------------
Fireman's Fund Insurance Company asks the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to:

   (a) declare that the proposed issuance of any injunction
       against FFIC's Claims against any Participating London
       market insurer is a deprivation of FFIC's property
       interest that is prohibited by the Fifth Amended of the
       United States Constitution; and

   (b) award it for attorneys' fees and costs.

Fireman's Fund Insurance Company believes that it appears to be
included as defendant in the Adversary Proceeding against
participating London Market Insurers because it holds an enjoined
claim.

FFIC asserts that the Court lacks subject matter jurisdiction to
adjudicate or to enjoin the prosecution of FFIC's Enjoined Claims
against any Participating London market insurer.

Anthony S. Cox, Esq., at Hermes Sargent Bates, in Dallas, Texas,
argues that ASARCO LLC and its debtor-affiliates are not liable
for the Enjoined Claims, as they are entirely between non-debtor
third parties.

To the extent the Court may have subject matter jurisdiction over
the Enjoined Claims, Mr. Cox asserts that it is a non-core matter.  
Thus, the Court cannot enter any final order or judgment.

Mr. Cox maintains that there is no basis in fact or law for the
issuance of preliminary or final injunctive relief against FFIC.  
Moreover, there is no likelihood of any irreparable harm because
the alleged problem can be easily solved by inclusion of judgment
reduction provisions in any order approving the Agreement between
ASARCO and the Participating London market insurer.

                         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: Two Parties Want Intercompany Claims Order Vacated
--------------------------------------------------------------
The Official Committee of Unsecured Creditors for the Asbestos
Subsidiary Debtors and Robert C. Pate, the future claimants
representative, ask the U.S. Bankruptcy Court for the Southern
District of Texas in Corpus Christi to vacate the Intercompany
Claims Order.

The Asbestos Subsidiary Debtors are Lac d'Amiante du Quebec Ltee,
CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake
Asbestos of Quebec, Ltd., and LAQ Canada, Ltd.

The Subsidiary Committee and FCR complain that the stipulation
extending the bar date for intercompany claims relieves the
Debtors, but not the Subsidiary Debtors, from the effect of the
Bar Date Order.

The Asbestos Committee and the FCR note that the Court-approved
Intercompany Claims Stipulation does not include the claims that
the Subsidiary Debtors may have against ASARCO or any other
Debtor.

The Asbestos Committee and FCR believe that the Intercompany
Claims Stipulation was entered through inadvertence or mistake
because it was entered before parties-in-interest were given an
opportunity to respond.

Jacob L. Newton, Esq., at Stutzman, Bromberg, Esserman & Plifka,
in Dallas, Texas, points out that the order approving the
Stipulation was entered only a day after the Debtors filed their
Intercompany Claims Motion and parties-in-interest had until
Aug. 18, 2006, to file responses.  As a result, the Asbestos
Committee's and the FCR's Objection to the Intercompany Claims
Motion filed on Aug. 16, 2006, was not considered by the Court.

                         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).


ATLAS AIR: Places $3.4 Billion Order for 12 New Boeing Planes
-------------------------------------------------------------
Atlas Air Worldwide Holdings, Inc., has placed an order with the
Boeing Company for 12 new 747-8 Freighters, valued at about
$3.4 billion at list prices, with options and rights to acquire up
to 14 additional aircraft.

AAWW will begin to take delivery of the 747-8F in 2010, and
expects all 12 aircraft to be in service by the end of 2011.  
"With this order, AAWW remains the leader in providing the
capacity and operational flexibility required by our air cargo
customers using the state-of-the-art freighter platform," said
William J. Flynn, President and CEO of Atlas Air Worldwide
Holdings.

"Worldwide air cargo traffic is projected to grow by over six
percent annually for the next two decades, tripling over current
traffic levels for our ACMI, Charter and Scheduled Service
customers.  With its increased capacity, greater range at
equivalent payloads, and lower operating costs, the 747-8F gives
our customers a cutting-edge aircraft to meet this growth in
global air cargo demand.  We are very pleased at our customers'
enthusiasm for this next-generation freighter, and we look forward
to putting it into service for them."

"Atlas has been instrumental in making the 747 Freighter family
the industry standard and, with the addition of the new 747-8
Freighter, Atlas continues its legacy of delivering high value and
quality customer service." Added Mr. Flynn, "This aircraft order
is a significant investment in our business, and is the
cornerstone of the Company's long-term fleet strategy, reinforcing
our position as the most advanced, most efficient, and most
reliable air cargo services provider.  Simply put, with the 747-
8F, we remain the first and best in air cargo outsourcing,
offering our customers the most technologically advanced
solutions, as we have since our introduction of the 747-200F in
1993 and the 747-400F in 1998.  Based on all considerations, we
have selected the investment we believe to have the highest return
for our business."

               About Atlas Air Worldwide Holdings

Atlas Air Worldwide Holdings, Inc. -- http://www.atlasair.com/
-- is a worldwide all-cargo carriers that operate fleets of
Boeing 747 freighters.  The Company filed for chapter 11
protection (Bankr. S.D. Fla. Case No. 04-10794) on January 30,
2004.  The Honorable Robert A. Mark presided over Atlas'
restructuring proceeding.  Jordi Guso, Esq., at Berger Singerman,
represents the debtor.  Atlas Air emerged from bankruptcy on
July 27, 2004.  When the Company filed for bankruptcy, it listed
$1,451,919,000 in assets and $1,425,156,000 in debts.


BEST MANUFACTURING: Hires Cole Schotz as Bankruptcy Counsel
-----------------------------------------------------------
The Hon. Donald H. Steckroth of the U.S. Bankruptcy Court for the
District of New Jersey allowed Best Manufacturing Group LLC and
its debtor-affiliates to employ Cole, Schotz, Meisel, Forman &
Leonard, P.A., as its bankruptcy counsel.

Cole Schotz is expected to:

   a) advise the Debtors of their rights, powers and duties as
      debtors-in-possession in continuing to operate and manage
      their assets;

   b) advise the Debtors concerning, and assisting in a
      negotiation of documentation of, the use of cash collateral
      or post-petition financing, debt restructuring and related
      transactions;

   c) review the nature and validity of agreements relating to the
      Debtors' businesses and properties and advise the Debtors in
      connection therewith;

   d) review the nature and validity of liens, if any, asserted
      against the Debtors and advise as to the enforceability of
      such liens;

   e) advise the Debtors concerning the actions the Debtors might
      take to collect and recover property for the benefit of
      their estates;

   f) prepare on the Debtors' behalf all necessary and appropriate
      applications, motions, pleadings, orders, notices,
      petitions, schedules, and other documents, and review all
      financial and other reports to be filed in the Debtors'
      Chapter 11 cases;

   g) advise the Debtors concerning, and preparing responses to,
      applications, motions, pleadings, notices, and other papers
      which may be filed in the Debtors' Chapter 11 cases;

   h) counsel the Debtors in connection with formulation,
      negotiation and promulgation of a plan of reorganization and
      related documents; and

   i) perform all other legal services for and on behalf of the
      Debtors which may be necessary or appropriate in the
      administration of their Chapter 11 cases.

Michael D. Sirota, Esq., a Cole Schotz member, discloses that the
firm's professionals bill:

     Professional               Designation          Hourly Rate
     ------------               -----------          -----------
     Michael Sirota, Esq.       Partner                 $515
     Gerald H. Gline, Esq.      Partner                 $500
     Stuart Komrower, Esq.      Partner                 $425
     Leo V. Leyva, Esq.         Partner                 $440
     Ilana Volkov, Esq.         Partner                 $390
     Warren A. Usatine Esq.     Partner                 $375
     Kenneth L. Baum Esq.       Partner                 $340
     Mark J. Politan Esq.       Associate               $260
     Kristin S. Elliott, Esq.   Associate               $225
     Gia G. Incardone, Esq.     Associate               $185
     Felice R. Yudkin, Esq.     Associate               $165
     Frances Pisano             Paralegal               $150
     Cynthia Braden             Paralegal               $150
     Mary Manetas               Paralegal               $130

Mr. Sirota assures the Court that his firm does not hold nor
represent any interests adverse to the Debtors, their creditors or
their estates and is a "disinterested person" as that term is
defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture  
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, will represent the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts of more than $100 million.


BEST MANUFACTURING: Committee Taps Ravin Greenberg as Co-Counsel
----------------------------------------------------------------
The Official Committee of the Unsecured Creditors appointed in
Best Manufacturing Group LLC and its debtor-affiliates' chapter 11
cases, ask the U.S. Bankruptcy Court for the District of New
Jersey for permission to employ Ravin Greenberg PC as its
bankruptcy co-counsel.

As reported in the Troubled Company Reporter on Sept. 18, 2006,
the Committee asked the Court for authority to retain Otterbourg,
Steindler, Houston & Rosen, P.C., as its lead bankruptcy counsel.

Ravin Greenberg is expected to:

   a) report to all necessary court appearances;

   b) research, prepare and draft pleadings and other legal
      documents, hearing preparation and related work; and

   c) negotiate and advice the Committee with respect to the
      Debtors' chapter 11 proceedings.

Stephen B. Ravin, Esq., a Ravin Greenberg member, discloses that
the firm's professionals bill:

    Professional                   Designation        Hourly Rate
    ------------                   -----------        -----------
    Nathan Ravin, Esq.             Partner               $450
    Howard S. Greenberg, Esq.      Partner               $550
    Stephen Ravin, Esq.            Partner               $430
    Bruce J. Wisotsky, Esq.        Partner               $410
    Larry Lesnik, Esq.             Partner               $400
    Morris S. Bauer, Esq.          Partner               $390
    Brian L. Baker, Esq.           Associate             $300
    Alyson Weckstein Tiegel, Esq.  Associate             $275
    Sheryll S. Tahiri, Esq.        Associate             $265
    Chad D. Friedman, Esq.         Associate             $225

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

Headquartered in Jersey City, New Jersey, Best Manufacturing Group
LLC -- http://www.bestmfg.com/-- and its subsidiaries manufacture  
and distribute textiles, career apparel and other products for the
hospitality, healthcare and textile rental industries.  The
Company and four of its subsidiaries filed for chapter 11
protection on Aug. 9, 2006 (Bankr. D. N.J. Case No. 06-17415).
Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman &
Leonard, P.A., represent the Debtors.  Scott L. Hazan, Esq., at
Otterbourg, Steindler, Houston & Rosen, represent the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated assets and debts
of more than $100 million.


BUFFETS HOLDINGS: Launches $316.6 Million Senior Notes Offerings
----------------------------------------------------------------
Buffets Holdings, Inc. commenced a tender offer and consent
solicitation of its $132 million principal amount at maturity
13.875% Senior Discount Notes due 2010.  Buffets, Inc. also
commenced a tender offer and consent solicitation for any and
all of its $184.6 million principal amount 11.25% Senior
Subordinated Notes due 2010.

The tender offers by both Companies will expire at 9:00 a.m., New
York City time, on Oct. 31, 2006, unless extended or earlier
terminated by either Company with respect to its Notes.

In conjunction with the tender offers, each Company is soliciting
consents of holders of a majority in aggregate principal amount or
principal amount at maturity, as applicable, of the applicable
Notes to eliminate substantially all of the restrictive covenants
and certain events of default in the indenture under which its
Notes were issued.  

The tender offers and consent solicitations are being made on
the terms and subject to the conditions set forth in the Offer to
Purchase and Consent Solicitation Statement dated Sept. 15, 2006,
and the related Consent and Letter of Transmittal.  Holders
holding in excess of 80% of the aggregate principal amount at
maturity of the Buffets Holdings Notes have agreed to tender their
Buffets Holdings Notes at or prior to the Early Tender Date.

The total consideration for each $1,000 principal amount of the
Buffets Notes tendered and accepted for purchase pursuant to
Buffets' tender offer will be $1,058.75 plus accrued and unpaid
interest up to, but not including, the applicable payment date.  
The total consideration for each $1,000 principal amount at
maturity of the Buffets Holdings Notes tendered and accepted for
purchase pursuant to Buffets Holdings' tender offer will be an
amount equal to the sum of:

   (i) the accreted value of $1,000 principal amount at maturity
        of the Buffets Holdings Notes on the applicable payment
        date,

   (ii) 50% of a make whole premium, determined based upon the
        yield of a U.S. treasury security maturing on or near the
        first redemption date for such notes plus 50 basis points
        and
  
  (iii) an "additional premium amount," as fully described in the
        Offer Documents.

                      About Buffet Holdings

Buffets Holdings, Inc., the holding company of Buffets, Inc., is
headquartered in Eagan, Minnesota.  As of July 25, 2006, Buffets,
Inc. owned and operated 337 buffet-style restaurants and
franchised 18 buffet-style restaurants principally under the
"Old Country Buffet", "Country Buffet" and "Hometown Buffet" brand
names.

Buffets Holdings, Inc.'s 13-7/8% senior discount notes due 2010
carry Standard & Poor's CCC rating.


CA INC: Reveals Preliminary Results of Tender Offer
---------------------------------------------------
CA, Inc., disclosed Friday preliminary results of its tender offer
that expired at 5 p.m., New York City time, on Sept. 14, 2006.  In
the tender offer, CA offered to purchase for cash up to 40,816,327
shares of its common stock, par value $0.10 per share, including
the associated rights to purchase Series One Junior Participating
Preferred Stock, Class A at a per share purchase price of not less
than $22.50 nor greater than $24.50 per share, net to the seller
in cash, without interest.

In accordance with the terms and conditions of the tender offer,
based on a preliminary count by Mellon Investor Services LLC, the
depositary for the tender offer, CA expects to accept for purchase
approximately 41.2 million shares of its common stock at a
purchase price of $24.00 per share, for a total cost of
approximately $989 million.

The preliminary count by Mellon Investor Services LLC indicates
that 41.2 million shares of common stock, including shares that
were tendered through notice of guaranteed delivery and shares
tendered subject to conditions, were validly tendered and not
validly withdrawn at prices at or below $24.00 per share.

The number of shares validly tendered and not validly withdrawn
and the purchase price are preliminary and subject to verification
by Mellon Investor Services LLC.  The actual number of shares
validly tendered and not validly withdrawn and the final purchase
price will be announced promptly following the verification
process.  Thereafter, CA will promptly commence payment for the
shares purchased in the tender offer.  Any shares validly tendered
and not purchased due to conditional tenders or shares tendered at
a price above the per share purchase price will be returned
promptly to the tendering stockholders.

The shares expected to be purchased in the tender offer represent
approximately 7.3% of CA's 567,282,396 shares of common stock
issued and outstanding as of August 11, 2006.  As a result of the
completion of the tender offer, immediately following payment for
the tendered shares, CA expects that approximately 526.1 million  
hares of common stock will be issued and outstanding.

The dealer managers for the tender offer were Banc of America
Securities LLC, Citigroup Global Markets Inc. and J.P. Morgan
Securities Inc.

                         About CA Inc.

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.

                        *    *    *

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.


CABLEVISION SYSTEMS: Gets New Default Notice from Fund Manager
--------------------------------------------------------------
Cablevision Systems Corporation received a letter from an
investment manager on Sept. 12, 2006, stating that it was acting
for funds beneficially owning more than 25% of the outstanding
securities of a series under one of the Company's indentures.

The letter stated that it serves as a notice of default under the
applicable indenture and demanded that certain covenant
noncompliance related to the Company's failure to file its Form
10-Q for the quarter ended June 30, 2006, be remedied.

Assuming the letter constitutes a valid notice of default from
holders of at least 25% of the securities of the relevant series,
the Company would have 60 days, or until Nov. 11, 2006, to cure
its noncompliance with the information delivery and filing
covenant.

The bank serving as administrative agent under the Credit
Agreement with their Term B lenders also gave a notice of default
to Cablevision Systems and CSC Holdings,  Inc., on Sept. 7, 2006.  
they have until Nov. 6, 2006, to cure the noncompliance with the
financial information covenant, with respect to the default notice
from the Term B lenders.

The Company and CSC currently expect to satisfy the information
delivery and filing requirements under the indentures prior to the
expiration of any applicable cure period.

As reported in the Troubled Company Reporter on Aug. 31, 2006,
lenders under CSC's Credit Agreement, dated as of Feb. 24, 2006,
other than the Term B lenders, agreed to waive until Sept. 22,
2006 any default resulting from CSC and Cablevision Systems' late
filing of their Form 10-Q for the quarter ended June 30, 2006.
CSC has disclosed that it needs to restate previously issued
financial statements because of errors in relation to the grant
date and exercise price assigned to a number of their stock
options and SAR grants during the 1997-2002 period.

                       About Cablevision

Headquartered in Manhattan, Cablevision Systems Corp. (NYSE: CVC)
-- http://www.cablevision.com/-- provides cable TV service to  
about 3 million customers in and around New York City.  The firm
has upgraded its network and services to include digital cable,
movies-on-demand, and VoIP telephony.  It also operates business
communications service provider Cablevision Lightpath and regional
sports channels.  Cablevision controls Madison Square Garden, the
New York Knicks and the New York Rangers, plus Radio City Music
Hall.  Cablevision pulled plans to spin off its cable network
unit, Rainbow Media Holdings, and instead closed that company's
money-losing satellite TV assets.  Chairman Charles Dolan and his
family control Cablevision.

At Mar. 31, 2006, Cablevision System Corp.'s balance sheet showed
$2,517,442,000 stockholders' deficit compared to a $2,468,766,000
deficit at Dec. 31, 2005.


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

This update follows Cablevision's Sept. 10, 2006, 8-K filing
indicating that it was notified by the administrative agent for
its CSC Holdings' term loan B lenders that a notice of default
was filed on Sept. 7 related to noncompliance with the financial
information covenant.  Cablevision has until Nov. 6 to cure this
noncompliance.

In addition, the company filed an 8-K on Sept. 14 indicating that
25% of the outstanding securities of a series of the company's
indentures have filed a notice of default under their indenture's
information delivery and filing covenant.  Cablevision has until
Nov. 11 to cure this default.  It currently has a waiver from its
term loan A and revolving credit lenders for financial filing
covenant noncompliance that is effective through Sept. 25, after
which it would have an additional 30 days to cure the default.
These covenant violations pertain to Cablevision's failure to
deliver its second-quarter financial statements.

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

Cablevision has indicated in its 8-K filings that it expects to
deliver all required information under the credit agreement and
indentures prior to the expiration of the respective applicable
cure periods.

Standard & Poor's will closely monitor Cablevision's progress over
the next few weeks in filing its second-quarter 10-Q to avoid an
acceleration of any of its debt.  If it appears that Cablevision
will be unable to meet the required filing deadline, the ratings
would be lowered significantly.

Ratings were originally placed on CreditWatch on Aug. 8, 2006, due
to the company's announcement in its second-quarter earnings
release that it undertook a voluntary review of past practices in
connection with grants of stock options and stock appreciation
rights.


CALPINE CORP: Gets Court Approval to Sell Plant Equipment
---------------------------------------------------------
The Hon. Burton R. Lifland of the U.S. Bankruptcy Court for the
Southern District of New York authorizes Calpine Corp. and its
debtor-affiliates to sell certain plant equipment, free and clear
of any liens, claims, encumbrances and other interests.

The Plant Equipment to be sold include:

   * four SPG 501F Turbine and Generators,
   * three GE LM6000 Turbine Generators,
   * one Fuji Steam Turbine Generator,
   * an electric motor,
   * a heat exchanger,
   * a packaging chiller with ACC,
   * a selective catalyctic reduction device,
   * a transformer,
   * a fuel gas filter separator,
   * Lake Worth residual 7FA equipment, and
   * miscellaneous valves.

To administer the sale of the Plant Equipment, the Debtors have
hired Hilco Industrial, LLC, to serve as their asset disposition
service provider.

           Uniform Sale Procedures for Plant Equipment

   (a) Hilco will conduct an Auction of the Plant Equipment, both
       live and via Webcast, at a neutral location to be mutually
       agreed on by Hilco and the Debtors.  A Notice of the
       Auction will be published at least once in a newspaper of
       general circulation;

   (b) Upon the completion of a sale of the Plant Equipment, the
       successful purchaser will separately and contemporaneously
       pay:

          -- the Purchase Price to the Debtors; and

          -- the applicable Buyer's Premium to Hilco;

   (c) Within 20 days after the Auction, Hilco will file a report
       with the Court and transmit a copy of the Sale Report to
       the U.S. Trustee, the counsel for the Debtors and the
       counsel for the Official Committee of Unsecured Creditors,
       the Official Committee of Equity Security Holders, and the
       Unofficial Committee of Second Lien Debtholders;

   (d) The Debtors will seek separate Court approval for a
       proposed future sale for any asset that is valued in
       excess of $15,000,000, without prior written approval by
       the Committees.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
informs the Court that the Plant Equipment are no longer used by
the Debtors in their business operations.

The sale of the Plant Equipment will be used to finance the
Debtors' reorganization, according to Mr. Spiegel.  By using the
sale proceeds of the Plant Equipment, the Debtors believe that
they will reduce required borrowings under their DIP Facility.

Mr. Spiegel asserts that the proposed Sale Procedures will
facilitate the Debtors' ability to sell the Plant Equipment and
save administrative costs in preparing pleadings and other papers
seeking separate authorization of each future sale.

                          Judge Ruling

Judge Lifland directs that for the future sale of additional plant
equipment, the Debtors will file a Supplemental Agreement to the
U.S. Trustee, the Committees, the DIP Lenders, Wilmington Trust
Company, and other parties-in-interest at least 15 days before the
commencement of any preparations for the sale.

                       About Calpine Corp.

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

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


CALPINE CORP: Court OKs Hilco Industrial as Asset Disposal Agent
----------------------------------------------------------------
Calpine Corp. and its debtor-affiliates obtained authority from
the U.S. Bankruptcy Court for the Southern District of New York to
employ Hilco Industrial, LLC, as their asset disposition service
provider.

Bennett L. Spiegel, Esq., at Kirkland & Ellis LLP, in New York,
relates that the Debtors need an organized and efficient process
to liquidate the Assets and maximize the value of the Assets to
their estates.  Upon a review of four liquidators, the Debtors
have determined that Hilco would best serve to maximize their
Assets.

Hilco is greatly familiar with the energy industry.  The Debtors
believe that Hilco has a more aggressive marketing and sales
strategy, including the ability to better conduct online sales
and to generate sales through multiple avenues.

As liquidators, Hilco is expected to:

   (a) conduct a Global Webcast Auction Sale of the Assets, both
       via live auction and via Webcast;

   (b) establish the terms of the Auction in consultation with
       the Debtors and the Official Committee of Unsecured
       Creditors, the Official Committee of Equity Security
       Holders, and the Unofficial Committee of Second Lien
       Debtholders, subject to the Debtors' final approval;

   (c) advertise and market, upon consultation with the Debtors
       and the Committees, the Auction in compliance with the
       terms of the Retention Agreement;

   (d) file a report of sale with the Court and transmit a copy
       to the U.S. Trustee, the Debtors and the Committees;

   (e) provide fully qualified and experienced personnel who will
       sell the Assets by a Court-approved auction procedure, on
       an "as-is where-is" basis, and in accordance with the
       terms of the Retention Agreement;

   (f) provide a complete crew to handle computerized accounting
       functions necessary to provide buyers with invoices and a
       complete accounting of all Assets sold;

   (g) collect and remit all applicable sales, use or other tax
       to the appropriate taxing authorities; and

   (h) instruct and direct buyers to make separate payment to the
       Debtors for the purchase price of the Assets and to Hilco
       for the applicable buyer's premium immediately after the
       sale of the Assets.

The Debtors propose to notify Hilco, from time to time, whenever
they wish to dispose of additional assets that are not listed in
the Retention Agreement.  In that way, the Debtors will not be
required to expend additional resources to undergo the same time-
consuming process of selecting an auctioneer, negotiating a
retention agreement and obtaining Court approval of the retention
agreement.

Hilco will not receive any commission from the Debtors.  As its
sole compensation for services it will render under the Retention
Agreement, Hilco will charge a buyer's premium for its own
account.

The successful purchaser of any Asset will separately and
contemporaneously pay the Purchase Price to the Debtors and the
applicable Buyer's Premium to Hilco.

To calculate the compensation payable to Hilco for its services,
the Assets will be divided into two categories:

   (a) High Dollar Electrical Generation Equipment.  Hilco will
       be entitled to a Buyer's Premium equal to 1% of the sale
       price of the Assets paid by the buyers.  Hilco will then
       rebate back to the Debtors:

          (i) 25% of the collected Buyer's Premium on sales from
              $33,000,000 to $66,000,000; and

         (ii) 35% of the collected Buyer's Premium on all sales
              for more than $66,000,000.

   (b) All Other Assets.  Hilco will be entitled to a Buyer's
       Premium of 12.5% for on-site buyers and 15% for buyers who
       purchase via Webcast.  Hilco will then rebate back to the
       Debtors:

          (i) 20% of the collected Buyer's Premium on sales to
              on-site buyers; and

         (ii) 16.667% of the collected Buyer's Premium on
              sales to buyers who purchase via Webcast.

   (c) Combination of Both Assets.  The Buyer's Premium will be
       the lower of the two applicable amounts.

Hilco will also be reimbursed for any of its reasonable and
necessary out-of-pocket expenses up to $150,000.

Jeffrey Linstrom, Esq., general counsel of Hilco Trading, LLC,
assures the Court that the firm does not hold any interest
adverse to the Debtors and their estates.  Furthermore, Mr.
Linstrom tells the Court that the Hilco is a "disinterested
person" as defined in Section 101(14) of the Bankruptcy Code.

                       About Calpine Corp.

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

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


CARRAWAY METHODIST: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Carraway Methodist Health Systems
        dba Carraway Methodist Medical Center
        1600 Carraway Boulevard
        Birmingham, AL 35234

Bankruptcy Case No.: 06-03501

Debtor-affiliates filing separate chapter 11 petitions:

      Entity                               Case No.
      ------                               --------
      Carraway Medical Foundation          06-03502
      Carraway Health Services, Inc.       06-03503
      Advance Healthlink, LLC              06-03504

Type of Business: The Debtors operates a medical center that is a
                  major teaching hospital, referral center, and
                  acute care hospital.  The medical center
                  specializes in cardiology, cardiac surgery,
                  neurosurgery, and has dedicated a significant
                  amount of its operational capacity to critical
                  care.  It has served Birmingham and north
                  central Alabama for nearly 100 years.
                  See http://www.carraway.org/

Chapter 11 Petition Date: September 18, 2006

Court: Northern District Of Alabama (Birmingham)

Judge: Tamara O. Mitchell

Debtors' Counsel:  Christopher L. Hawkins, Esq.
                   Helen D. Ball, Esq.
                   Patrick Darby, Esq.
                   Bradley Arant Rose & White LLP
                   1819 5th Avenue North
                   Birmingham, AL 35203
                   Tel: (205) 521-8556
                   Fax: (205) 488-6731

Debtors' Special
Corporate Counsel: Cabaniss Johnston Gardner Dumas & O'Neal LLP
                   2001 Park Place North, Suite 700
                   P.O. Box 830612
                   Birmingham, AL 35283-0612
                   Tel: (205) 716-5200
                   Fax: (205) 716-5389
                   http://www.cabaniss.com/

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  More than $100 Million

Debtors' 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Medline Industries, Inc.           Trade Vendor          $533,938
P.O. Box 60675
Chicago, IL 60675

Musculoskeletal Transplant         Trade Vendor          $483,622
Foundation
P.O. Box 23308
Newark, NJ 07189
Tel: (723) 661-0202

J&J Health Care                    Trade Vendor          $457,246
P.O. Box 40663
Atlanta, GA 30384

American Red Cross                 Trade Vendor          $403,526
P.O. Box 905890
Charlotte, NC 28290

Data Sales Co., Inc.               Trade Vendor          $343,387
Raymond Marr
Northwest 7305
Minneapolis, MN 55485

Cerner Corporation                 Trade Vendor          $279,825
P.O. Box 412702
Kansas City, MO 64141

Boston Scientific Corp.            Trade Vendor          $278,756
P.O. Box 951653
Dallas, TX 75395

Medtronic USA                      Trade Vendor          $277,362
P.O. Box 409201
Atlanta, GA 30384

University of Alabama Hospital     Trade Vendor          $265,002
DeDe Moore
2001 3rd Avenue South
Birmingham, AL 35233

BMA - Norwood Dialysis             Trade Vendor          $234,206

Alabama Power                      Utilities             $227,833

Synthes USA                        Trade Vendor          $220,252

WaterWorks & Sewer Board of the    Utilities             $113,749
City of Birmingham

Alabama Gas Corp.                  Utilities             $190,347

INTELISTAF Healthcare              Trade Vendor          $184,594

Sodexho, Inc. & Affiliates         Trade Vendor          $166,385

Ortho-Clinical Diagnostic          Trade Vendor          $139,725

Church & Stagg Office Supplies     Trade Vendor          $129,164

Cardinal Health PYXIS Products     Trade Vendor          $122,948

Phillips Medical Capital           Trade Vendor          $118,696


CHARLES FOSTER: Case Summary & 14 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Charles Lee Foster
        Judy Ann Foster
        15585 Bethel Blacktop Road
        Prairie Grove, AR 72753

Bankruptcy Case No.: 06-72041

Chapter 11 Petition Date: September 15, 2006

Court: Western District of Arkansas (Fayetteville)

Debtor's Counsel: Stanley V. Bond, Esq.
                  Bond Law Office
                  P.O. Box 1893
                  Fayetteville, AR 72701-1893
                  Tel: (479) 444-0255
                  Fax: (479) 444-7141

Estimated Assets: Unknown

Estimated Debts:  $500,000 to $1 Million

Debtor's 14 Largest Unsecured Creditors:

   Entity                                Claim Amount
   ------                                ------------
   Community Bank/Chambers Bank              $290,497
   1685 East Joyce Boulevard
   Fayetteville, AR 72703

   Simmons First Bank of NWA                  $75,000
   P.O. Box 1803
   Rogers, AR 72757-1803

   Arvest Bank-Springdale                     $70,000
   P.O. Box 5000
   Springdale, AR 72765

   Financial Pacific Leasing                  $39,202
   3455 South 344th Way
   Federal Way, WA 98001

   Educational Financial                      $15,584
   P.O. Box 36014
   Knoxville, TN 37930

   Daimler Chrysler Services                   $8,234
   North America

   MBNA America                                $7,723

   Chase Manhattan Bank USA                    $3,875

   Discover Card                               $3,300

   Dillard's                                   $1,758

   Country Veterinary Services                   $800

   AFNI                                          $614

   Mid South Brokers, Inc.                         $1

   Arkansas National Bank                          $1


CITIZENS COMMS: Inks $1.16 Billion Purchase Deal with Commonwealth
------------------------------------------------------------------
Citizens Communications Co. has signed an agreement to acquire
Commonwealth Telephone Enterprises Inc. for $41.72 per share or a
total of $1.16 billion in cash and stock, with the new company to
trade under the brand name Frontier.

Citizens Communications said it will be expanding its presence in
Pennsylvania through the acquisition.

"It gives us expansion into rural markets, which is definitely our
sweet spot," Maggie Wilderotter, Citizens' chief executive, told
investors in a conference call, as quoted by Paul Taylor of
Financial Times.

According to the Financial Times, Ms. Wilderotter further told
investors that Citizens expects to save about $30 million from the
deal and plans to finance the cash portion of the acquisition with
a combination of cash on hand and debt with a commitment for
financing from Citigroup Global Markets, Inc.

The financing plan prompted Standard & Poor's Ratings Services to
place Citizens on CreditWatch with negative implications, stating
that the Company will issue $990 million in new debt to finance
the cash portion of the deal and to refinance roughly $340 million
of Commonwealth debt.

In addition, Moody's Investor Service upgraded Citizens' corporate
family rating to Ba2 from Ba3 with stable outlook.  

The upgrade, Moody's explained, reflects Citizens' high debt
levels, and the expected downward pressure on wireline revenue and
cash flow growth in the future.

The deal is expected to close in mid-2007, and has been approved
by the boards of both companies but is subject to regulatory and
shareholder approval.

                   About Commonwealth Telephone

Based in Dallas, Pennsylvania, Commonwealth Telephone Enterprises
Inc. -- http://www.ct-enterprises.com/-- provides telephony and  
related services as a rural incumbent local exchange carrier.  The
company operates in two segments, Commonwealth Telephone Company
(CT), and CTSI, LLC (CTSI).

                   About Citizens Communications

Headquartered in Stamford, Connecticut, Citizens Communications
fka Citizens Utilities, provides phone, TV, and Internet services
to more than two million access lines in parts of 23 states,
primarily in rural and suburban markets, where it is the incumbent
local-exchange carrier operating under the Frontier brand.


COLLINS & AIKMAN: GM Modifies Motion to Recover Tooling
-------------------------------------------------------
General Motors Corporation narrows its original request asking the
U.S. Bankruptcy Court for the Eastern District of Michigan to lift
the automatic stay to take possession of certain tooling from
Collins & Aikman Corporation and its debtor-affiliates.  GM now
wants the Court to lift the automatic stay only in connection with
a limited set of programs.

As reported in the Troubled Company Reporter on Sept. 7, 2006, The
Official Committee of Unsecured Creditors has filed an objection
to GM's lift-stay request and the Debtors have sought to take
discovery of GM.  The Debtors, Committee and GM are currently
attempting to negotiate a stipulation with respect to the
requested discovery.

In its amended motion, GM chose programs that pose the greatest
likelihood of suffering significant delay and sizable damages if
assembly lines halt:

   (1) GMX231 (Monte Carlo) Carpet;

   (2) GMX231 (Monte Carlo) Trunk Trim;

   (3) GMT201 (Vans) Carpet;

   (4) GMX272 (DTS) Carpet;

   (5) GMT315 (Saturn Vue) Carpet; and

   (6) GMX384 (Saturn Aura) Instrumental Panel.

GM further amends its request by asking the Court to lift the
stay only if certain events occur that would pose an immediate
danger to GM's production, including:

   -- the conversion of the Debtors' Chapter 11 cases to a
      Chapter 7 liquidation;

   -- the Debtors' informing GM of their decision to close a
      facility wherein the Debtors utilize any relevant tooling;

   -- an imminent or actual termination of the Debtors'
      postpetition financing;

   -- the Debtors' causing a substantial likelihood of a material
      interruption of any of GM's vehicle assembly operations;
      and

   -- the occurrence of a certain trigger event.

Scott A. Wolfson, Esq., at Honigman Miller Schwartz and Cohn LLP,
in Detroit, Michigan, tells Judge Rhodes that the scaled-down
request is in furtherance of GM's ongoing contingency plans to
re-source some or all of the components supplied by the Debtors
if circumstances arise making resourcing a necessity.

GM and the Debtors are party to valid postpetition contracts
pursuant to which GM is obliged to purchase the relevant
components and the Debtors are obliged to supply them to GM, Mr.
Wolfson says.  GM stands prepared to honor those contracts and
expects the Debtors to likewise fulfill their obligations.

However, the Debtors' ability and willingness to do so is in
doubt, Mr. Wolfson notes.

Mr. Wolfson relates that although GM hopes that the Tooling
Request may prove to be a needless precaution, GM must take steps
to safeguard the interests of its employees, shareholders,
dealers and other suppliers who rely on a dependable stream of
production.

According to Mr. Wolfson, the Debtors have no equity in the
tooling and it will be evident in specific scenarios that the
tooling will not impact the reasonable likelihood of the Debtors'
reorganization.

GM also asks the Court to clarify that the stay will not preclude
GM from enforcing its non-bankruptcy rights as to certain tooling
bailed with the Debtors' non-bankrupt foreign affiliate, Collins
& Aikman Canada.

Mr. Wolfson assures the Court that GM remains committed to
working with all constituencies towards a successful
reorganization or sale if feasible.  However, GM must prepare for
contingencies in which the Debtors cannot or will not deliver
components on a timely basis.

                       Discovery Procedures

GM and the Debtors have agreed to certain discovery procedures in
connection with GM's amended tooling request.

The parties agree that discovery will be permitted to be taken by
all parties, including the Official Committee of Unsecured
Creditors, only as it relates to GM's amended tooling request.

The scope of discovery is limited to these issues:

   (a) GM's rights in and to the Relevant Tooling;

   (b) the Debtors' rights and equity in and to the Relevant
       Tooling;

   (c) rights claimed by third parties, including under statutory
       liens, in the Relevant Tooling;

   (d) contracts relating to the Relevant Tooling;

   (e) payments GM has made in connection with the Relevant
       Tooling;

   (f) the Debtors' possession, custody, and use of the Relevant
       Tooling; and

   (g) the locations of the Relevant Tooling.

The discovery period will start on Sept. 19, 2006, and should be
completed by Nov. 30, 2006.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


COLLINS & AIKMAN: Wants More Time to Decide on Becker Leases
------------------------------------------------------------
Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in Chicago,
Illinois, tells the Honorable Steven W. Rhodes of the United
States Bankruptcy Court for the Eastern District of Michigan that
Collins & Aikman Corporation and its debtor-affiliates require
more time to decide whether to assume or reject unexpired leases
with Becker Properties, LLC, and Anchor Court, LLC, at:

   (1) 6600 East Fifteen Mile Road, Sterling Heights, Michigan;

   (2) 1601 Clark Road, Havre de Grace, Maryland; and

   (3) 47785 West Anchor Court, Plymouth, Michigan.

The Court had extended the Debtors' lease decision period with
respect to the Becker Leases until Sept. 27, 2006.  However, the
Debtors specifically negotiated to reserve their right to seek
further extensions of time to assume or reject some or all of the
Becker Leases.

The Debtors have recently filed their Plan of Reorganization and
accompanying Disclosure Statement with the Court.  In anticipation
of the confirmation of that Plan, the Debtors are analyzing all of
their executory contracts and unexpired leases.

Pursuant to the Plan, the Debtors will file a list of all the
executory contracts and unexpired leases they want to assume or
reject 10 days before the confirmation hearing.

Mr. Schrock asserts that until the Debtors have completed the
extensive review of their executory contracts and unexpired
leases, they will be unable to determine whether the Becker Leases
are necessary to continued business operations.

Accordingly, the Debtors ask the Court to extend the period within
which they must assume or reject the Becker Leases until the Plan
is confirmed.

Mr. Schrock assures the Court that the Becker Lessors are not
damaged by the Debtors' continued use of the Leases.  The Debtors
are still complying with their postpetition lease obligations on a
timely basis, Mr. Becker says.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 41; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


CONGOLEUM CORP: June 30 Balance Sheet Upside-Down by $44 Million
----------------------------------------------------------------
Congoleum Corp. reported $626,000 of net income on $58.7 million
of net sales for the three months ended June 30, 2006, as compared
to a $14.5 million net loss on $58.1 million of revenues for
the same period in 2005.

At June 30, 2006, the Company's balance sheet showed
$210.1 million in total assets and $254.1 million in total
liabilities, resulting in a $44.0 million stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://ResearchArchives.com/t/s?11c7

                  About Congoleum Corporation

Headquartered in Mercerville, New Jersey, Congoleum Corporation
(AMEX:CGM) -- http://www.congoleum.com/-- manufactures and sells    
resilient sheet and tile floor covering products with a wide
variety of product features, designs and colors.  The Company
filed for chapter 11 protection on Dec. 31, 2003 (Bankr. N.J. Case
No. 03-51524) as a means to resolve claims asserted against it
related to the use of asbestos in its products decades ago.
Richard L. Epling, Esq., Robin L. Spear, Esq., and Kerry A.
Brennanat, Esq., at Pillsbury Winthrop Shaw Pittman LLP represent
the Debtors.  Michael S. Stamer, Esq., and James R. Savin, Esq.,
at Akin Gump Strauss Hauer & Feld LLP represents the Official
Committee of Unsecured Bondholders.  R. Scott Williams serves as
the Futures Representative, and is represented by lawyers at
Orrick, Herrington & Sutcliffe LLP.  Aaron Van Nostrand, Esq., at
Coughlin Duffy, LLP, represents Continental Casualty Company and
Continental Insurance Company.  When Congoleum filed for
protection from its creditors, it listed $187,126,000 in total
assets and $205,940,000 in total debts.  Congoleum is a 55% owned
subsidiary of American Biltrite Inc. (AMEX:ABL).


CONIFER CARE: Voluntary Chapter 11 Case Summary
-----------------------------------------------
Debtor: Conifer Care, Inc.
        4206 19th Street
        Lubbock, Texas 79407

Bankruptcy Case No.: 06-50224

Type of Business: The Debtor operates nursing homes.

Chapter 11 Petition Date: September 6, 2006

Court: Northern District of Texas (Lubbock)

Debtor's Counsel: Max Ralph Tarbox, Esq.
                  McWhorter, Cobb & Johnson, LLP
                  1722 Broadway P.O. Box 2547
                  Lubbock, TX 79408
                  Tel: (806) 762-0214
                  Fax: (806) 762-8014

Total Assets: $4,000,000

Total Debts:  $3,000,000

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


CORNELL OF CALIFORNIA: Case Summary & 20 Largest Creditors
----------------------------------------------------------
Debtor: Cornell of California, Inc.
        4340 Bond Street
        Oakland, California 94601

Bankruptcy Case No.: 06-41626

Type of Business: The Debtor sells ties, bowties,
                  vests & cumberbunds.

Chapter 11 Petition Date: September 12, 2006

Court: Northern District of California (Oakland)

Judge: Leslie J. Tchaikovsky

Debtor's Counsel: Lawrence L. Szabo, Esq.
                  Law Offices of Lawrence L. Szabo
                  3608 Grand Avenue #1
                  Oakland, CA 94610-2024
                  Tel: (510) 834-4893

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Rising Corporation            Trade Debt                 $54,621
Ace Techno Twin Tower 6
Room 801, 212-1 Guru Dong
Guru-Gu, Seoul,
KOREA

American Express              Line of credit             $38,738
P.O. Box 360002
Ft. Lauderdale, FL 33336

The Wrighthouse Group                                    $30,000
3200 Polaris Drive, Suite 10
Las Vegas, NV 89102

Urban International Inc.                                 $28,978

Seo Bong America Inc.         Trade Debt                 $25,510

St. Pauls Travelers                                      $23,531

Citi Bank Aadvantage                                     $21,328

Citibank Aadvantage                                      $16,478

Shaozing Fulite Tie Adornment                            $15,241

Pure Silk Fabrics, Inc.                                  $13,325

State of California                                      $12,950

Zhejiang Shengshou Hengda                                $12,272
Neckties

MBNA America                                             $11,342

Modern Tie & Accessory                                   $10,422

Amparo Flores                                             $9,171

Patriot Design Group LLC                                  $8,441

Group Link, Inc.                                          $8,231

Pacific Paper Box Co.                                     $8,225

Republic Indemnity                                        $8,223

Citibak AAdvantage                                        $6,259


CURON MEDICAL: Posts $275,000 Net Loss in 2006 Second Quarter
-------------------------------------------------------------
Curon Medical, Inc., reported a $275,000 net loss for the quarter
ended June 30, 2006, compared with a net income of $914,000 for
the first quarter of 2006, and a net loss of $3,746,000 for the
second quarter of 2005.

The Company reported net sales of $1,108,000 for the second
quarter of 2006, compared to net sales of $536,000 in the first
quarter of 2006, and sales of $1,152,000 in the second quarter of
2005.

For the six months ended June 30, 2006, Curon Medical reported net
sales of $1,644,000 compared with net sales of $2,009,000 for the
first six months of 2005.  Net income for the six months ended
June 30, 2006, was $639,000, compared with a net loss in the first
six months of 2005 of $6,712,000.

Second quarter results reflected the sale of thirteen Stretta
Control Modules and four Secca Control Modules plus the placement
of one additional Stretta and six Secca Control Modules for
evaluation in addition to sales of 435 disposable Stretta
Catheters and 188 disposable Secca Handpieces.  

As of June 30, 2006, Curon Medical had cash, cash equivalents and
investments totaling $1.7 million.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11c2

                    BARRX Medical Payment

Subsequent to the end of the quarter, the Company received the
final installment payment of $1 million from BARRX Medical, Inc.,
related to its intellectual property transaction of
March 16, 2006.

Pursuant to the agreement, BARRX Medical paid Curon a total of
$3 million in exchange for the assignment of one patent and a
worldwide, exclusive license of certain other patents for the
treatment of Barrett's esophagus.  The terms of the agreement
called for an initial payment of $2 million with the final payment
due upon the earlier of Dec. 31, 2006, or within ten days of the
closing of an equity financing.

Alistair McLaren, Chief Financial Officer of Curon Medical,
commented, "We are pleased to have received the final installment
for this transaction five months earlier then expected and
congratulate BARRX on its recent round of funding.  The proceeds
will be used for general working capital needs."

                 Strong International Sales

Larry C. Heaton II, President and Chief Executive Officer of Curon
Medical, remarked, "Sales during the quarter were significantly
higher than the previous quarter, primarily due to strong
international revenue growth, along with a domestic sales increase
driven by our recovery from the backorder situation from the first
quarter.  In addition to the $1.1 million in orders we shipped, we
also received purchase orders totaling an additional $260,000
committed for shipment this quarter, the bulk of which are
international sales. This should provide a solid foundation to
build upon for the second half of the year."

In the second quarter international sales totaled $480,734,
compared to international sales of $157,000 in the first quarter
of 2006, and $146,000 in the second quarter of 2005.

Curon Medical's Executive Vice President of Sales and Marketing
and President, International, Carlos Babini, said, "We are making
progress in securing distribution and clearance to market our
products in various countries, particularly in the South American
and Asian markets and are excited about the opportunities we see
throughout the international marketplace.  In the Far East, for
example, we saw second quarter sales from Korea, where we recently
obtained regulatory approval to market, from China, where Stretta
procedures have recently been performed as part of the process of
securing regulatory approval, and from Japan, for which we
recently entered a distribution agreement. "

                        Japanese Expansion

Curon Medical also disclsoed that it has entered into a five-year
agreement with Adachi Company, Ltd., an established medical
distributor serving the Japanese market since the 1930s, for the
distribution of its products in Japan.  The agreement with Adachi
follows the successful completion of the first clinical series of
Stretta procedures performed earlier this year by a Japanese
physician.

Mr. Babini continued, "We are pleased to enter this agreement with
Adachi, a company with a long history and multiple sales
professionals throughout Japan.  As Adachi has been distributors
of the Olympus endoscopy product lines in Japan for over 50 years,
we are confident in their ability to manage the regulatory and
reimbursement process and help us penetrate the Japanese
gastroenterology market."

         Backorder Situation at Outsourced Manufacturer

At the end of the first quarter of 2006, the Company reported that
it was in temporary backorder due to the inability of its
outsourced manufacturing partner to meet demand in March.  During
the second quarter, the Company shipped orders to customers
totaling $1,108,000, including all of the orders that had been
backordered at the end of March.  At the end of June the Company
held new unshipped purchase orders totaling $260,000, primarily to
international customers.

Steve Barton, Curon Medical's Vice President of Operations, noted,
"During the quarter our outsourced manufacturing partner addressed
the backorder situation we were in at the end of March.  The level
of production and shipments during the quarter are amongst the
highest of any quarter in Curon's history and cleared the pre-
existing backorder.  Our second quarter shipments and the current
rate of production give us confidence that our production needs
will be met going forward."

                        Going Concern Doubt

PriceWaterhouseCoopers, LLP, expressed substantial doubt about
Curon Medical's ability to continue as a going concern after it
audited the Company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses and negative cash flows from operations and
limited cash and working capital.  

                       About Curon Medical

Curon Medical -- http://www.curonmedical.com.-- develops,  
manufactures and markets innovative proprietary products for the
treatment of gastrointestinal disorders.  The Company's products
and products under development consist of radiofrequency
generators and single use disposable devices.  Its first product,
the Stretta System, received U.S. Food and Drug Administration
clearance in April 2000 for the treatment of gastroesophageal
reflux disease, commonly referred to as GERD.  The Company's Secca
System for the treatment of bowel incontinence received clearance
from the FDA in March 2002.


DAIMLERCHRYSLER: Tougher Market Conditions Prompt Outlook Changes
-----------------------------------------------------------------
DaimlerChrysler lowered its operating profit forecast for full-
year 2006 to be in the magnitude of EUR5 billion ($6.4 billion)
based on an expected full-year operating loss of approximately
EUR1 billion ($1.2 billion) for its Chrysler Group.

Chrysler Group had earlier announced an anticipated operating loss
of up to EUR0.5 billion ($0.6 billion) in the third quarter that
is now expected to be at EUR1.2 billion ($1.5 billion).

The Chrysler Group is facing a difficult market environment in the
United States with excess inventory, non-competitive legacy costs
for employees and retirees, continuing high fuel prices and a
stronger shift in demand toward smaller vehicles.  At the same
time, key competitors have further increased margin and volume
pressures - particularly on light trucks - by making significant
price concessions.  In addition, increased interest rates caused
higher sales & marketing expenses.  Chrysler Group will take
additional production cuts in the third and fourth quarters to
reduce dealer inventories and make way for its current product
offensive.

In the third quarter, the Chrysler Group was unable to follow
customer demand with its existing product portfolio, as customers
shifted towards smaller vehicles.  However, in the second half of
the year, the Chrysler Group will introduce a total of eight new
vehicles, of which many are in the growing small vehicle segment.

Like the Dodge Caliber, which was launched in second quarter 2006,
the Jeep Compass, Jeep Patriot and the new Chrysler Sebring are
equipped with the fuel-efficient, 2.4 liter, four cylinder World
Engine and offer better than 30 miles per gallon highway mileage.
Also this year, the Chrysler Group will offer the smallest Dodge
SUV in history, the Dodge Nitro as well as an all-new version of
the quintessential Jeep Wrangler.

After the anticipated loss of EUR1.2 billion ($1.5 billion) in the
third quarter the Chrysler Group strives to achieve positive
results in the fourth quarter.  DaimlerChrysler is forecasting
that the Chrysler Group will end 2006 as a whole with a loss in
the magnitude of approximately EUR1 billion ($1.2 billion).
Earnings development at the Mercedes Car Group, the Truck Group,
Financial Services and Van, Bus, Other segment is fully in line
with planning.

As a result of this reassessment of the earnings situation at the
Chrysler Group, the earnings forecast for the DaimlerChrysler
Group must also be adjusted.  DaimlerChrysler is now assuming that
the operating profit for 2006 will be in the magnitude of
EUR5 billion ($6.4 billion).  This figure includes charges for the
implementation of the new management model (EUR 0.5 billion;
$0.6 billion), the focus on the smart for two (EUR 1 billion;
$1.2 billion), the staff reductions at the Mercedes Car Group
(EUR0.4 billion; $0.5 billion), as well as gains on the disposal
of the off-highway business (EUR 0.2 billion; $ 0.2 billion), on
the sale of real estate no longer required for operating purposes
(EUR 0.1 billion; $0.1 billion) and the release of provisions for
retirement-pension obligations (EUR 0.2 billion; $0.2 billion).

In its half-year report, EADS indicated that the review of the
Airbus program could lead to a reduction of earnings.
DaimlerChrysler's updated earnings forecast does not yet include
these potential effects on its earnings.

In order to improve the earnings situation of the Chrysler Group
as quickly, comprehensively and sustainably as possible, measures
to increase sales and cut costs in the short term are being
examined at all stages of the value chain, in addition to
structural changes being reviewed as well.  The positive
development of volumes and earnings in Mexico and Canada as well
as in other international markets also offer opportunities for
further improvements.

                     About DaimlerChrysler

DaimlerChrysler AG -- http://www.daimlerchrysler.com/-- engages  
in the development, manufacture, distribution, and sale of various
automotive products, primarily passenger cars, light trucks, and
commercial vehicles worldwide. It primarily operates in four
segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles,
and Financial Services.

The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep,
and Dodge brand names. It also sells parts and accessories under
the MOPAR brand.


DAVCRANE INC: Court Sets Plan Confirmation Hearing to October 11
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Texas set
9:00 a.m. on Oct. 11, 2006, to consider confirmation of DavCrane
Inc. and its debtor-affiliates' Amended Joint Chapter 11 Plan of
Reorganization.

Under the Amended Plan, the Debtors propose to pay all allowed
claims in full.

The allowed secured claim on a real property mortgage of Finning
International in Harlingen, Cameron County, Texas will be paid
fully by the return of the real property collateral.

The secured by patent rights or intangible property claim of
Finning International will also be paid in full with interest
accruing at 5.75%, in annual installments of principal and
interest over 60 months from the effective date of the Plan, or
earlier without prepayment penalty,

   i. at the election of the Debtor or if the remaining 51%
      ownership of the intellectual property collateral is sold
      pursuant to the Plan or other authorized sale or disposition
      of the collateral; or

  ii. if any other part or portion of the actual intellectual
      property is sold -- the prepayment will be to the extent of
      the proceeds of the post-confirmation sale.

The secured equipment loan claim of Finning International will be
paid in full, less the offset for protection of the intellectual
property collateral by return of the collateral, less any funds
provided by the Bankruptcy Court to preserve or maintain the
collateral.

The allowed claim on the 17-Acre DavCrane Real Property Mortgage,
will be paid, at the Debtors' election:

   (i) by return of the collateral in lieu of the allowed secured
       claim; or

  (ii) by payment in full of the allowed amount of the secured
       claim with interest at 6% amortized on a 20-year term with
       monthly payments for 60 months and with the entire unpaid
       principal and interest payable in full on the 61st month.

The secured claim on DavCrane 9-Ton Telehandler Crane Mortgage,
will be paid, at the Debtors' election:

   (i) by return of the collateral; or

  (ii) by payment in full of the allowed amount of the Secured
       Claim with interest at 6% amortized on a seven-year term
       with monthly payments for 48 months and with the entire
       unpaid principal and interest payable in full on the 48th
       month.

On the Daniel E. Davis Homestead Mortgage Claim, Mr. Davis will
pay the mortgage in the amount and on the terms provided in the
mortgage documents.  

The Allowed Secured Claim on the 2003 BMW Motorcycle will be paid,
at the Debtor's election, by return of the collateral or by
payment in full of the allowed amount of the secured claim and
with interest at 6% amortized on a seven-year term with monthly
payments for 48 months and with the entire unpaid principal and
interest payable in full on the 48th month.

The allowed claim on secured equipment loan of Alamo Bank will be
paid, pursuant to Bankruptcy Court order reflecting the payments,
lien documents, and collateral on the loan.

The equipment lease claim of Valley Leasing Company pursuant to
an assumed lease agreement dated Aug. 10, 2001, between Valley
Leasing and DavCrane will be assumed and defaults will be cured.

All Class 5-A Unsecured Claims, including the deficiency claim of
Finning International Inc. will be paid in full.

Interest Holders will retain their interests in the Debtors and
will only be paid after all claims in the previous classes are
satisfied.

                     Plan Distribution Funding

The Debtor reached a written agreement with Challenge Petroleum,
resulting in a cash payment and installment payments of royalties,
as well as profit potential, all dedicated to payment of
creditors' allowed claims under the Plan.

The Agreement contemplates sale, transfer and assignment to a
newly formed entity Newco Holdings Inc. of an exclusive license on
the Debtors' crane technology and a limited exclusive license on
the pipelayer technology.

Newco will receive the right to all employees, names, logos,
tangible and intangible information and processes as may be
necessary to carry on the business of production of cranes and
pipelayers, as well as the employment contract with the inventor
Mr. Davis, and his engineering team.

NewCo Holding's license will be free and clear of all liens,
claims and encumbrances, but the stock of Newco Holdings will be
pledged to secure any creditor having a valid and enforceable lien
on the Intellectual Property, and all other allowed claims.

NewCo Holdings will also be responsible for the payment of a
royalty on the production, which will be collaterally assigned by
Mr. Davis to the creditor allowed claims, as well as the non-
recourse obligation to pay all allowed claims of creditors.

NewCo Holdings stock owned by Mr. Davis, as Revested Debtor for
the benefit of the allowed creditor claims, will be subject to a
right of first refusal to purchase by the 49% holder of the NewCo
Holdings stock for a price equivalent to the amount of unpaid
Allowed Claims at the time of the default by the Revested Debtor
under the Plan, in payments to the Allowed Creditor Claims.

The NewCo Holdings Agreement provides for the funding of an
initial payment of $1 million on the effective date of the Plan,
in exchange for the exclusive license on all crane technology, and
the limited exclusive license (limited to the Volvo transaction)
on the Pipelayer techonology, and the arrangement for Revested
NewCo Holdings line of credit to assure operations of not less
than $5 million.

                      About Davcrane. Inc

Harlingen, TX-based Davcrane Inc. -- http://www.davcrane.com/--  
produces and develops cranes.  The Company filed for chapter 11
protection on Nov. 12, 2004 (Bankr. S.D. Tex. 04-11507).  Michael
J. Urbis, Esq., and Shelby A Jordan, Esq., at Jordan Hyden Womble
and Culbreth, PC represent the Debtor in its restructuring
efforts.  Joel P. Kay, Esq., at Hughes Watters and Askanase
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it reported an
estimated $1 million to $10 million in assets and liabilities.

Davis Pipelayer, Inc., and its president, Daniel Edward Davis,
filed for chapter 11 protection on Aug. 8, 2005 (Bankr. S.D. Tex.
Case Nos. 05-21192 & 05-21194).  When Davis Pipelayer filed for
protection from its creditors, it listed total assets of
$12,884,960 and total debts of $890,771.  Davis Pipelayer, Inc.
and Daniel Edward Davis' chapter 11 cases are jointly administered
under Davcrane, Inc.'s bankruptcy proceedings.


DELTA AIR: Court Okays Aerovias de Mexico Engine Repair Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Delta Air Lines, Inc., and its debtor-affiliates authority to
enter into, and perform its obligations, under an Engine Repair
Agreement and an Aircraft Maintenance Agreement, both dated June
30, 2006, with Aerovias de Mexico S.A. de C.V, pursuant to Section
363(b)(1) of the Bankruptcy Code.

In its effort to reorganize, Delta has formulated an aircraft
maintenance strategy that involves outsourcing aircraft overhauls
while at the same time aggressively pursuing opportunities to
perform engine maintenance for other air carriers.  The
AeroMexico Agreements will advance Delta's efforts in each of
these areas, Marshall S. Huebner, Esq., at Davis Polk & Wardwell,
in New York, says.

According to Mr. Huebner, under the Engine Repair Agreement,
Delta will provide off-wing overhaul and maintenance services for
as many as 103 CFM56-7 aircraft engines owned or operated by
AeroMexico, including inspection, repair and testing services.  
Delta will be compensated for those services in accordance with
the Engine Repair Agreement's fee schedule.

Under the Aircraft Maintenance Agreement, AeroMexico will perform
heavy maintenance services on Delta-operated aircraft in
accordance with Delta's approved maintenance program, Mr. Huebner
relates.  The heavy maintenance services will include routine and
non-routine repair and overhaul work, for which AeroMexico will
be compensated at an hourly rate and a materials and supplies
mark-up rate that varies according to the type of work being
performed.

Mr. Huebner asserts that the entry into the AeroMexico Agreements
will help advance Delta's maintenance strategy and is in the best
interests of the Debtors and their estates.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


DELTA AIR: Retired Pilots Tap Milliman as Consultant & Actuary
--------------------------------------------------------------
The Official Section 1114 Committee of Retired Pilots appointed in
Delta Air Lines, Inc., and it debtor-affiliates seeks the United
States Bankruptcy Court for the Southern District of New York's
authority to retain Milliman, Inc., as consultants and actuaries,
nunc pro tunc to August 11, 2006.

The Retired Pilots Committee has selected Milliman based on its
experience and expertise in providing consulting and actuarial
services in bankruptcy cases with respect to retiree benefit plan
issues.  Milliman has significant expertise in designing,
analyzing and valuing retiree medical programs.  The Committee
believes that Milliman is well qualified and able to provide
consulting and actuarial services to them in an efficient manner.

Mark G. Ledwin, Esq., at Wilson, Elser, Moskowitz, Edelman &
Dicker LLP, in White Plains, New York, assures the Court that
Milliman's actuarial consulting services are distinct from and
will complement the financial consulting services provided by
Alvarez & Marsal, LLC, and should not result in any duplication
of efforts.

Milliman is expected to act as the Retired Pilots Committee's
consultants and actuaries for all matters relating to the review,
evaluation and negotiation of the Debtors' proposals to modify
the benefits of the Retired Pilots Committee.  The firm will:

   (a) provide expert consulting advice to the Committee in
       connection with its protection of the interests of retired
       pilots in negotiation and litigation with the Debtors in
       their bankruptcy proceedings;

   (b) advise the Committee on benefit plan design, carrier and
       coverage options, as well as potential cost-saving
       measures;

   (c) provide actuarial analysis;

   (d) analyze costs associated with various proposals;

   (e) attend meetings and negotiation sessions;

   (f) provide testimony in support of its analysis;

   (g) provide review of existing retiree benefit plans or
       related trust funds like VEBA trusts, and review of any
       proposals submitted by Debtors, including high-level
       review of proposals, commentary on the delivery of
       benefits, variation by retiree group, as applicable, and
       any other relevant qualitative factors.  Quantitatively,
       the firm will review any cost estimates for
       reasonableness, taking into account eligible retirees,
       expected medical claims, and actuarial assumptions
       provided by Debtors or their advisors;

   (h) prepare independent cost calculations, including a
       detailed analysis of the cost of proposed benefit design.
       This could entail verification of figures provided by the
       Debtors using consistent medical claims and assumptions.
       In certain cases, it could involve new calculation of
       costs using independently determined assumptions and or
       medical claims.  Milliman will work with the Committee and
       its advisors to determine the appropriate approach for
       each proposal;

   (i) develop alternative proposals and associated costs, based
       on input provided by the Committee or Milliman's own
       recommendations.

Milliman professionals expected to be most active in the
engagement and their standard hourly rates are:

     Employee                                Rates
     --------                                -----
     Retiree Medical Actuaries:
       Michael Zwiener, FSA                   $350
       Michael Sudduth, ASA                    244
       William Winningham, EA                  222

     Health Actuaries:
       William Thompson, FSA                   450
       Steve Kaczmarek, FSA                    375
       Kathie Ely, FSA                         275

     Health Actuaries -- Disability Income:
       Robert Beal, FSA                        510
       Dan Skwire, FSA                         375

Milliman will also seek compensation for fees and reimbursement
of necessary and reasonable out-of-pocket expenses in accordance
with a fee arrangement between Milliman and the Retired Pilots
Committee.

Michael Zwiener, Esq., principal at Milliman, attests that his
firm is a "disinterested person" as defined in Section 101(14) of
the Bankruptcy Code.

                     About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 43; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)  


DELTA MUTUAL: June 30 Balance Sheet Upside-Down by $1.3 Million
---------------------------------------------------------------
Delta Mutual, Inc.'s balance sheet at June 30, 2006, showed
$1,329,134 in total assets, $2,040,031 in total liabilities and
minority interest in consolidated subsidiaries of $422,886,
resulting in a $1,133,783 stockholders' deficiency.

The Company reported a $642,082 net loss on $99,982 of revenues
for the quarter ended June 30, 2006, compared to a $751,881 net
loss on zero revenues for the same period in the prior year.

The net loss increased from approximately $1,287,000 for the six
months ended June 30, 2005 to approximately $1,445,000 for the six
months ended June 30, 2006.

During the six months ended June 30, 2006, Delta Mutual had
revenue of $260,704 but incurred a net loss of $1,444,783 because
our revenue was not sufficient to offset operating expenses.  The
loss in the first six months was primarily attributable to general
and administrative expenses of approximately $1,364,000, including
consulting and professional fees of approximately $411,000, non-
cash compensation of $168,400 and compensatory element of stock
options of $447,000.  In addition, the Company had accretion of
convertible debt of approximately $147,000, and an increase in
cost of sales of about $79,000.

At June 30, 2006, the Company had a working capital deficit of
$1,315,218 compared with $1,099,555 at June 30, 2005.  The
increase in working capital deficit is a result of the net loss
incurred during the six months ended June 30, 2006, and increases
in accounts payable, accrued expenses, accretion of convertible
debt and increases in notes payable; partially offset by increases
in accounts receivable and prepaid expenses.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11c1

                       Going Concern Doubt

Wiener, Goodman & Company, PC, expressed substantial doubt about
Delta Mutual's ability to continue as a going concern after
auditing the company's financial statements for the year ended
Dec. 31, 2005.  The auditing firm pointed to the Company's
deficiency in net assets at Dec. 31, 2005, losses from operations
since inception and needs to obtain additional financing.

                        About Delta Mutual

Delta Mutual, Inc. -- http://www.deltamutual.com/-- specializes  
in energy recovery and construction services through
environmentally friendly technologies that recover energy sources  
from soil, water and other waste streams.  Delta Mutual and its
subsidiaries provide environmental and construction technologies
and services to certain geographic reporting segments in the Far
East, the Middle East, the United States and Puerto Rico.


DRINKS AMERICAS: Bernstein & Pinchuk Raises Going Concern Doubt
---------------------------------------------------------------
Bernstein & Pinchuk LLP expressed doubt about Drinks Americas
Holdings, Ltd.'s ability to continue as a going concern after
auditing the Company's 2006 financial statements.  The auditing
firm pointed to the Company's significant losses from operations
since its inception and has a working capital deficiency at
April 30, 2006.

For the fiscal year ended April 30, 2006, the Company incurred a
$4,391,017 net loss on $1,607,606 of net revenues compared to a
$4,327,698 net loss on $2,071,566 of net revenues in 2005.

At April 30, 2006, the Company's balance sheet showed $2.6 million
in total assets and $7.1 million in total liabilities, resulting
in a $4.5 million stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $1.4 million in total current assets available to
pay $7.0 million in total current liabilities coming due within
the next 12 months.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?11c6

Headquarted in Wilton, Connecticut, Drinks Americas Holdings,
Ltd., -- http://www.drinksamericas.com/ -- develops, owns,  
markets, and nationally distributes alcoholic and non-alcoholic
premium beverages that are often associated with renowned icon
celebrities.  Drinks' portfolio of premium alcoholic beverages
includes Donald Trump's Trump Super Premium Vodka (Spring 2006),
Willie Nelson's Old Whiskey River Bourbon and Bourbon Cream, and
Roy Yamaguchi's Y Sake. Drinks non-alcoholic brands include the
distribution of Paul Newman's Newman's Own Lightly Sparkling Fruit
Juice Drinks.


DYNEGY INC: Establishes Development Joint Venture with LS Power
---------------------------------------------------------------
Dynegy Inc. and LS Power Group have executed a definitive
agreement to combine Dynegy's current assets and operations with
LS Power Group's generation portfolio, and for Dynegy to acquire a
50% ownership interest in a development joint venture with LS
Power.  Under the terms of the transaction, LS Power will receive
340 million shares of Dynegy common stock plus $100 million in
cash and a $275 million Dynegy note.  The combined entity will
also assume approximately $1.8 billion in net debt from LS Power.

The transaction will create a combined company with more than
20,000 megawatts comprised of 31 power plants in 15 states.  In
addition to creating a company with significant scale and scope in
three key geographic regions, these complementary assets balance
Dynegy's generation mix, adding intermediate combined-cycle
capacity to an existing portfolio that largely consists of
baseload and peaking assets.  The company's expanded portfolio
will also include a controlling interest in the Plum Point
facility in Arkansas, the only coal-fired plant in the country
currently under construction by an independent power producer.

The development joint venture will provide Dynegy with a 50%
ownership interest in an established growth vehicle.  The joint
venture will immediately own a pipeline of nine Greenfield
projects totaling more than 7,600 megawatts in various stages of
development and approximately 2,300 megawatts of repowering
opportunities.

"The combination of Dynegy's and LS Power's operating assets and a
50% ownership interest in the development joint venture will
significantly advance the competitive position of the combined
company's power generation enterprise, expand our scale and scope
to better serve our markets and customers, and create a pipeline
of future development opportunities," said Bruce A. Williamson,
Chairman and Chief Executive Officer of Dynegy Inc.  "The
transaction also uniquely positions the combined company with a
diverse platform that presents near-, medium- and long-term
options for delivering value to all shareholders.

"Immediate and increasing cash flow accretion and the rapid
deleveraging of the balance sheet will shift significant value to
our common stockholders.  Medium-term value drivers will include
the combined portfolio's fuel, geographic and dispatch diversity,
continued strong operational performance and in-market asset
availability, and a commercial strategy of maximizing upside
potential and economic returns.  Long-term value drivers will be
in the form of organic growth through a proven development
business, a strategic presence in key markets as power demand
recovery gains further momentum, and an overall enterprise that
can manage a greater number of assets without a proportionate
increase in costs," Mr. Williamson added.

Mike Segal, Chairman and Chief Executive Officer of LS Power
Group, said, "This transaction will create a company uniquely
positioned to capitalize on the dominant trends in our sector
today - consolidation and demand growth.  LS Power's significant
ownership stake in Dynegy is a major commitment to and investment
in a company with outstanding performance and a management team
that has consistently delivered."

Dynegy and LS Power expect that the combination of their operating
assets and the development joint venture will deliver these
advantages and benefits:

Builds Greater Scale and Scope in Key Regions of the U.S.

Forty-five percent of the new portfolio's generating capacity will
be located in the Midwest, with 26% in the West, 22% in the
Northeast and the remainder of the combined portfolio in the
South.  Further fuel and dispatch diversity will result from the
combination of Dynegy and LS Power's operating assets.  Thirty-
three% of the combined portfolio will be natural gas-fired
combined-cycle capacity, thirty-nine% natural gas-fired peaking
capacity and 21% baseload coal/oil.  The remainder of the combined
portfolio will have dual fuel capabilities.  The transaction also
provides a new strategic position in the California market for the
combined company. LS Power's California assets benefit from a mix
of long-term forward sales, off-take contracts with a major
utility company, and reliability mustrun contracts, thereby
providing cash flow predictability in a key market.

Creates Greater Financial Stability

The transaction will be immediately and increasingly accretive to
Dynegy's free cash flow and it will rapidly deleverage the balance
sheet, thereby shifting significant value to common stockholders
through LS Power's contracted earnings and flexible debt repayment
schedule.  LS Power's contracts, while providing stability and
mitigating commodity exposure, also provide leverage to improving
capacity markets and power market recovery.  Through the end of
the decade, more than 50% of LS Power's fleet is contracted or
subject to reliability must run arrangements each year, with 75%
in 2007, providing a highly predictable cash flow stream to pay
down the project debt obligations to be assumed in the
transaction.

Provides a Proven and Mature Asset Development Platform

LS Power has a proven track record of successfully developing
projects and creating more than $1 billion of value through its
development efforts since 1990.  LS Power is currently the only
independent power producer to have received approval of all
necessary permits for the construction of a coal-fired facility in
ERCOT.  The joint venture will initially own a pipeline of nine
greenfield projects totaling more than 7,600 megawatts in various
stages of development.  Resources will also be focused on
repowering and expansion opportunities within the new portfolio.
LS Power is currently pursuing four repowering opportunities
totaling approximately 2,300 megawatts of generating capacity.

                     Terms and Conditions

The transaction is subject to specified conditions, including the
affirmative vote of two thirds of Dynegy's public shareholders and
the receipt of regulatory approvals from the Federal Energy
Regulatory Commission and various state commissions, as well as on
the expiration or termination of the Hart-Scott-Rodino waiting
period.

Additionally, limited historical financial statements are
available for LS Power's operating assets for periods before LS
Power acquired them.  Dynegy believes that financial information
for LS Power's operating assets can be presented without the
inclusion of such historical financial information, consistent
with its interpretation of applicable Securities and Exchange
Commission rules and regulations and related guidance. In order to
complete the transaction, Dynegy will require favorable guidance
or a waiver from the SEC regarding its proposed financial
statement presentation.  Assuming all necessary conditions are
satisfied, the transaction is expected to close in early 2007.

If the necessary conditions are not satisfied and the combination
between Dynegy and LS Power is not completed, the companies have
entered into a purchase and sale agreement through which Dynegy
would acquire LS Power's Kendall power plant, an 1,160-megawatt
combinedcycle natural gas-fired facility located in northern
Illinois, for $200 million of equity plus approximately
$400 million of project debt at year-end.  Dynegy's potential
separate purchase of the Kendall facility will be subject to the
receipt of regulatory approvals from the Federal Energy Regulatory
Commission and the Illinois Commerce Commission, as well as on the
expiration or termination of the Hart-Scott-Rodino waiting period.

                      Resulting Share Ownership

The Dynegy-LS Power combination will involve the formation of a
new Delaware corporation that will retain the Dynegy Inc. name and
remain headquartered in Houston.  Chevron, Dynegy's largest
current shareholder with ownership of approximately 97 million
shares of Class B common stock, will receive the same number of
shares of the new company's Class A common stock following the
transaction.  Chevron has agreed to vote all of its shares of
Class B common stock in favor of the transaction, subject to
customary conditions.

Following the closing of the transaction, LS Power Group's
ownership of 340 million shares of the new company's Class B
common stock will represent all of the outstanding shares of that
class of stock and approximately 40% of the new Dynegy's
outstanding equity.  On a pro forma basis following the closing,
there will be approximately 500 million shares of Class A common
stock outstanding and 340 million shares of Class B common stock
outstanding.

               Governance and Company Leadership

In connection with the combination, Dynegy and LS Power Group have
entered into a shareholder agreement that provides certain rights
to LS Power and places certain limitations on its ability to
exercise otherwise available shareholder rights.  In accordance
with this agreement, it is anticipated that Dynegy's Board of
Directors will be expanded from 10 to 11 members.  Bruce A.
Williamson will continue to serve as Chairman and Chief Executive
Officer, and Dynegy Director Patricia A. Hammick will continue as
Lead Director.  All of Dynegy's other current directors will
remain on the Board of Directors, with the exception of Rebecca B.
Roberts and Howard B. Sheppard, who both will step down from their
positions as Class B directors at closing as a result of Chevron's
reduced ownership interest.  Currently, Chevron is entitled to
elect a third Class B director, but it has chosen not to do so.
Upon closing, LS Power will have the right to name three Class B
directors to the new Dynegy board, one of which is anticipated to
be LS Power Chairman and Chief Executive Officer Mike Segal.

After the combination, Dynegy's Board of Directors will remain
independent under NYSE standards and will benefit from the
addition of the experienced LS Power representatives.  Similar to
Dynegy's current arrangement with Chevron, the shareholder
agreement will also provide the LS Power representatives with
certain approval rights regarding specified major decisions that
may be presented to the Board in the future.

All the existing members of Dynegy's Executive Management Team
will continue with the company. Currently reporting to Mr.
Williamson and comprising the EMT are Stephen A. Furbacher,
President and Chief Operating Officer; J. Kevin Blodgett, General
Counsel, Executive Vice President - Administration and Secretary;
Lynn A. Lednicky, Executive Vice President, Strategic Planning and
Corporate Business Development; and Holli C. Nichols, Executive
Vice President and Chief Financial Officer.  In addition, Jason
Hochberg, who currently serves as President of LS Power, will join
Dynegy upon closing as an Executive Vice President and a member of
the EMT.

Credit Suisse Securities (USA) LLC and Greenhill & Co., LLC are
acting as financial advisors to Dynegy, and Akin Gump Strauss
Hauer & Feld LLP is serving as its legal counsel.

Morgan Stanley is serving as financial advisor to LS Power, and
Cravath, Swaine & Moore LLP is acting as its legal counsel.
Goldman Sachs provided other advisory services to LS Power.

                      About LS Power Group

LS Power -- http://www.lspower.com/-- is a fully integrated  
development, investment and asset management group of companies
focused on the power industry.  The company's power generation
portfolio consists of approximately 8,200 megawatts of primarily
natural gas-fired intermediate power plants and a development
portfolio of coal-fired generation projects at various stages of
development.

                         About Dynegy

Headquartered in Houston, Texas, Dynegy Inc. (NYSE:DYN) --
http://www.dynegy.com/-- produces and sells electric energy,  
capacity and ancillary services in key U.S. markets.  The
company's power generation portfolio consists of more than 12,800
megawatts of baseload, intermediate and peaking power plants
fueled by a mix of coal, fuel oil and natural gas.

                         *     *     *

Following Dynegy Inc.'s disclosure that it plans to merge its
power generation portfolio with the power generation portfolio of
LS Power Group and acquire a 50% interest in LS Power's power
generation development business, Fitch placed the ratings of
Dynegy Holdings, Inc. (Holdings; Issuer Default Rating 'B-' by
Fitch) on Rating Watch Evolving.  Fitch will resolve the Rating
Watch Evolving following the receipt of more detailed information
on the cash flows and inter-company ring-fencing arrangements of
the individual issuers in the group, as well as financing plans
for the proposed development joint venture's green field projects.
Dynegy intends to ensure that cash flow from operations of
Holdings will continue to be dedicated to the repayment of
Holdings' debt.


E-Z DUMPER: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: E-Z Dumper Products LLC
        aka EZ Dumper Products LLC
        fka Hyde Park Apartments LLC
        P.O. Box 31
        Waynesboro, PA 17268
        Tel: (717) 762-8432
        Fax: (717) 762-7160

Bankruptcy Case No.: 06-01997

Type of Business: The Debtor designs and manufactures dump truck
                  trailers, flat deck trailers, and trailer parts.
                  See http://72.13.103.92/

Chapter 11 Petition Date: September 15, 2006

Court: Middle District of Pennsylvania (Harrisburg)

Judge: Mary D. France

Debtor's Counsel: Richard Lewis Bushman, Esq.
                  P.O. Box 51
                  16767 Path Valley Road
                  Spring Run, PA 17262-0051
                  Tel: (717) 349-7657
                  Fax: (717) 349-2982

Debtor's financial condition as of September 15, 2006:

      Total Assets: $1,136,909

      Total Debts:  $5,214,080

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
First National Bank of             Loan                  $254,500
Greencastle
P.O. Box 8
Greencastle, PA 17225

American Tire & Wheel Corp.        Trade Creditor        $105,863
7095 Americana Parkway
Reynoldsburg, OH 43068

Winchester Metals Inc.             Steel                  $91,786
195 Ebert Road
Winchester, VA 22603

Oil Sistem USA LLC                 Hydraulic Power        $78,741
3033 Ohio Drive                    Units
Henderson, KY 42420-4394

Blue Ridge Fasteners Inc.          Supplies               $26,720
P.O. Box D
Blue Ridge Summit, PA 17214

Dressel Welding Supply             Supplies               $21,302

State Workers Insurance Fund       Workers Comp.          $20,000
                                   Insurance

Kurdziel Industrial Coating        Subcontract Paint      $17,525

Pro-Fabricators Inc.               Subcontract Parts      $18,792

Global Direct Components LLC       Axles                  $16,434

American Steel & Aluminum          Steel                  $13,000

Allegheny Steel Distributors       Steel                  $11,304

Smith Elliot & Kearns              Accounting Fees        $11,000

GT & S Inc.                        Welding Supplies        $9,646

Hitch Things Inc.                  Trailer Parts           $8,897

Production Systems                 Powder Coating          $8,390
                                   System

Health America PA                  Health Insurance        $8,283

Olson & Olson Inc.                 Cylinders               $7,180

Albright Crumbacker Moul and       Accounting Fees         $6,510
Itell CPAS

Computerized Business              Computer Supplies       $6,318
Management Systems


ECHOSTAR COMMS: Names Carl Vogel as President & Bernard Han as CFO
------------------------------------------------------------------
EchoStar Communications Corporation has appointed Carl Vogel as
president, overseeing day-to-day operations for DISH Network,
effective immediately.  Mr. Vogel will continue to serve as vice
chairman of EchoStar's board of directors.

The Company also announced the appointment of Bernard L. Han as
chief financial officer, effective Sept. 28, 2006, succeeding
David J. Rayner who will assume the new role of executive vice
president in charge of the Company's national installation and
service network.

Mr. Vogel has most recently focused on the Company's financial and
strategic initiatives, and will retain responsibility for them.  
He returned to EchoStar in May 2005 after serving as president and
chief executive officer of Charter Communications.

Before joining Charter, Mr. Vogel held various senior executive
positions with companies affiliated with Liberty Media Corporation
and was responsible for portfolio investments in subscription
television, content distribution, broadband, telecommunications
and satellite sectors worldwide.  He was also chairman and chief
executive officer of Primestar and CEO of StarChoice until each
company was sold or merged with other satellite operators.  Mr.
Vogel served as EchoStar's president from 1994 to 1997, and was a
key member of the executive team that created and launched DISH
Network in 1996.

Until last year, Mr. Han was executive vice president and chief
financial officer of Northwest Airlines in Minneapolis, Minn., the
world's fourth largest airline.

Before that role, Mr. Han held the chief financial officer and
chief marketing officer roles at America West Airlines.  He began
his career in the space and communications group of Hughes
Aircraft Company and then at American Airlines.  Mr. Han received
his BS, Master of Electrical Engineering, and Master of Business
Administration degrees from Cornell University.  Mr. Han will
report to the Company's chairman and CEO, Charles Ergen.

Mr. Rayner joined EchoStar in December 2004 as its chief financial
officer.  He will now lead the company's national installation and
service network.  Before joining EchoStar, Rayner served as senior
vice president and chief financial officer of Time Warner Telecom.
Rayner will report to Mr. Vogel.

"We are very fortunate Carl has assumed this critical leadership
role at EchoStar," Mr. Ergen said.

"His extensive knowledge of the industry in general, and EchoStar
in particular, will strengthen our company and allow us to
continue delivering high quality programming to our more than
12 million subscribers.  The addition of Bernie to our executive
team, and David's assumption of operational leadership for our
installation and service network, further enhances our talent
bench," Mr. Ergen added.

                          About EchoStar

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

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

                           *     *     *

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

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

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

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


EL POLLO LOCO: Extends Tender Offer Expiration to October 16
------------------------------------------------------------
El Pollo Loco, Inc., and EPL Intermediate, Inc., reported that
they are further extending the expiration time of the offer to
5:00 p.m., New York City time, on Oct. 16, 2006.  

As of June 26, 2006, El Pollo Loco  received tenders and consents
for $125,726,000 in aggregate principal amount of the 11-3/4%
Notes, representing 100% of the outstanding 11-3/4% Notes and
Intermediate had received tenders and consents for $39,342,000 in
principal amount at maturity of the 14-1/2% Notes, representing
100% of the outstanding 14-1/2% Notes.

As previously reported, the requisite consents to adopt the
proposed amendments to the indentures governing the Notes have
been received, and supplemental indentures to effect the proposed
amendments described in the Offer to Purchase and Consent
Solicitations Statement, dated May 15, 2006 have been executed.  
However, the amendments will not become operative until the Notes
are accepted for payment pursuant to the terms of the Offer.

The Offer is subject to the satisfaction of certain conditions,
including consummation of the Common Stock Offering, El Pollo Loco
entering into a new credit facility, a requisite consent
condition, minimum tender condition, condition that each of the
Offers be consummated and that each of El Pollo Loco and
Intermediate receives consents from a majority of holders of each
of the 11-3/4% Notes and the 14-1/2% Notes and other general
conditions.

                    About El Pollo Loco

El Pollo Loco -- http://www.elpolloloco.com/-- pronounced "L  
Po-yo Lo-co" and Spanish for "The Crazy Chicken," is the United
States' leading quick-service restaurant chain specializing in
flame-grilled chicken and Mexican-inspired entrees.  Founded in
Guasave, Mexico, in 1975, El Pollo Loco's long-term success
stems from the unique preparation of its award-winning "pollo"
-- fresh chicken marinated in a special recipe of herbs, spices
and citrus juices passed down from the founding family.

                        *    *    *

As reported in the Troubled Company Reporter on May 23, 2006,
Standard & Poor's Ratings Services expects to raise its
corporate credit rating on El Pollo Loco Inc. to 'B+' from 'B'
upon the successful completion of the company's planned IPO.
S&P said the outlook is stable.  Standard & Poor's also assigned
a 'B+' rating, same as the expected corporate credit rating, to
the company's planned $200 million senior secured bank loan.
A recovery rating of '2' is also assigned to the loan,
indicating the expectation for substantial recovery of principal
in the event of a payment default.

Moody's Investors Service upgraded El Pollo Loco, Inc.'s
corporate family rating to B1 from B3 and assigned B1 ratings to
the company's proposed $200 million senior secured credit
facility following the company's proposed initial public
offering of shares of its common stock and planned refinancing
of its existing debt.  At the same time, the SGL-2 Speculative
Grade Liquidity rating was affirmed.  Moody's said the outlook
remains stable.


ELINEAR INC: Files for Chapter 7 Liquidation in Texas
-----------------------------------------------------
eLinear, Inc., filed a voluntary petition in the U.S. Bankruptcy
Court for the Southern District of Texas, Houston Division on
Sept. 15, 2006, seeking relief under Chapter 7 of the United
States Code.  An order for relief was entered on Sept. 15, 2006.  
The proceeding has been assigned Case No. 06-34810.

Today, the Company will cease to trade on the American Stock
Exchange.  The Company is not aware if its securities will trade
on, or if a market will be made in, the over the counter market.

                      About eLinear, Inc.

Headquartered in Houston, Texas, eLinear, Inc. (AMEX: ELU) --
http://www.elinear.com/-- is a communications, security and  
compliance company providing integrated technology solutions
including information and physical security, IP Telephony and
network and storage solutions infrastructure.  The Company's
customers are Fortune 2000 and small to medium sized business
organizations.  As of Dec. 31, 2005, eLinear had four wholly owned
subsidiaries, NetView Technologies, Inc., NewBridge Technologies,
Inc., TanSeco Systems, Inc. and UTEK Corporation and a 51%
interest in eLinear Middle East FZ, LLC.

At March 31, 2006, the company's balance sheet showed $6.8 million
in total assets and $10.1 million in total liabilities, resulting
in a $3.2 million stockholders' deficit.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 26, 2006,
Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about eLinear, 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 need to raise
additional financing in order to satisfy its vendors and other
creditors and execute its business plan.


ENTERPRISE PRODUCTS: Prices $50 Million Junior Notes Offering
-------------------------------------------------------------
Enterprise Products Operating L.P., a subsidiary of Enterprise
Products Partners L.P., priced a $50,000,000 re-opening of its
8.375% Fixed/Floating Rate Junior Subordinated Notes due Aug. 1,
2066 in a public offering.

These Notes constitute a further issuance of the $300,000,000
aggregate principal amount of Notes issued on July 18, 2006 and
the $200,000,000 additional aggregate principal amount of Notes
issued on Aug. 25, 2006.  This issuance will form a single series,
will have the same CUSIP number and will trade interchangeably
with the previously issued Notes immediately upon settlement.  
Upon completion of this offering, $550,000,000 aggregate principal
amount of Notes will be outstanding.

The $50,000,000 of Notes issued in this offering will be sold at
$104.154 per $100 par amount for an effective yield of 7.761% for
the initial 10-year fixed-rate period, plus accrued interest since
July 18, 2006.  Enterprise expects to complete the offering on
Sept. 20, 2006, subject to customary closing conditions.  
Estimated net proceeds from this offering are $51,615,000.

Headquartered in Houston, Texas, Enterprise Products Partners L.P.
(NYSE:EPD) -- http://www.epplp.com/-- provides midstream energy  
services to producers and consumers of natural gas, NGLs and crude
oil.  Enterprise transports natural gas, NGLs and crude oil
through 33,100 miles of onshore and offshore pipelines and is an
industry leader in the development of midstream infrastructure in
the United States and the Gulf of Mexico.  Services include
natural gas transportation, gathering, processing and storage; NGL
fractionation (or separation), transportation, storage, and import
and export terminaling; crude oil transportation and offshore
production platform services.

                           *     *    *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services affirmed the 'BB+' corporate
credit rating on master limited partnership Enterprise Products
Partners L.P. and subsidiary Enterprise Products Operating L.P.,
as well as the 'B+' corporate credit on EPCO Holdings Inc.


EXTREME NETWORKS: Stock-Option Probe Delays Form 10-K Filing
------------------------------------------------------------
Extreme Networks, Inc., disclosed Friday it will delay filing its
Form 10-K for the year ended July 2, 2006, with the Securities and
Exchange Commission.

Extreme reported that its Board of Directors has appointed a
special committee to review the company's historical practices for
stock option grants and the accounting for option grants.  The
special committee has retained outside independent legal counsel
to assist it in its review.

The Company had earlier received and responded to an informal
inquiry letter from the SEC requesting that the Company
voluntarily provide documents related to the same subject matter.
The Company is continuing to cooperate fully with the inquiry.

If the committee's review identifies any errors in the measurement
date associated with stock option grants, adjustments to present
and previously reported financial statements could be required.

                         Extreme Networks, Inc.

Extreme Networks Inc. -- http://www.extremenetworks.com/--
designs, builds, and installs Ethernet infrastructure solutions
that solve the toughest business communications challenges.


FINOVA GROUP: Subsidiary Reaches Settlement with Thaxton Group
--------------------------------------------------------------
The Finova Group, Inc.'s subsidiary, FINOVA Capital Corporation
reached a preliminary settlement to resolve all outstanding claims
in the ongoing litigation with the Thaxton Group Inc. and its
debtor-affiliates, the holders of subordinated notes issued by
Thaxton and the Official Committee of Unsecured Creditors in
Thaxton and its debtor-affiliates' chapter 11 cases.

The preliminary settlement will settle all of the actions
involving FINOVA Capital and Thaxton, in particular the actions
pending in the U.S. District Court for the District of South
Carolina, Anderson Division, including the June 2006 litigation
commenced in the District Court, as well as claims in Thaxton's
chapter 11 proceedings.  The actions were reported in the Troubled
Company Reporter on Aug. 9, 2006.

Under the principal terms of the proposed Settlement, which was
approved by the FINOVA Capital's Board of Directors, on the
effective date of Thaxton's plan of reorganization, FINOVA Capital
will receive all amounts paid by Thaxton to FINOVA Capital since
commencement of Thaxton's chapter 11 proceedings, minus
$16 million, plus interest earned from Aug. 16, 2006, which will
be retained by Thaxton.  In addition, FINOVA Capital will receive
complete releases from all Thaxton parties for all matters related
to Thaxton.  The proposed Settlement also requires that the
summary judgment order of the District Court be vacated.

The Settlement will be structured as a class action, and FINOVA
Capital will have the right to reject the Settlement if more than
$6 million principal amount of Thaxton subordinated notes opt out
of the Settlement, or any of the current individual plaintiffs in
the Gregory action opts out of the Settlement.

Consummation of the preliminary Settlement is subject to final
documentation, approval by the District Court, the U.S. Bankruptcy
Court for the District of Delaware, notice to the class of the
Settlement and final court approval of the settlement after
hearings on the fairness of the Settlement.

Pursuant to an order of the Bankruptcy Court dated Sept. 11, 2006,
FINOVA Capital has transferred all of the cash received from
Thaxton since commencement of the Thaxton's chapter 11 case,
together with interest earned of approximately $97.2 million, to a
trust account to be held by Thaxton.

In conjunction with the proposed Settlement, FINOVA Capital
expects to record a loss of approximately $9 million on the
carrying value, as of June 30, 2006, of its loan to Thaxton.

                        About Thaxton

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.

                         About Finova

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

                         Going Concern

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


FLEMING COS: Trust Can Amend Complaint Against Authentic Specialty
------------------------------------------------------------------
The Honorable Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware gave the Post-Confirmation Trust of Fleming
Companies, Inc., leave to amend its complaint in an Adversary
Proceeding against Authentic Specialty Foods, Inc.

On March 28, 2005, the Trust sued Authentic Specialty (Bankr. D.
Del. Adv. Pro. No. 05-78119) to recover payments made by Fleming.  
On Dec. 13, 2005, the Trust filed a motion to amend its complaint
to add three new counts to the Complaint:

   -- Count 7, seeking avoidance of overpayments pursuant to
      Sections 544, 548, and 549;

   -- Count 8, asserting breach of contract claims related to
      the overpayments; and

   -- Count 9, asserting quantum meruit claims related to the
      overpayments.

On Jan. 13, 2006, Authentic Specialty filed a brief opposing the
Trust's motion, arguing that amending the complaint would have a
prejudicial effect on its ability to present its case.  Authentic
Specialty argued additional prejudice because the parties agreed
to limit their discovery and Authentic Specialty has already
exhausted the majority of its discovery allowance.

The Trust asserted that Authentic Specialty can't demonstrate its
ability to present its case will be seriously impaired by
amendment to the complaint.  The Trust noted that the Court has
already granted its motion to extend discovery until 30 days after
a mediation report is filed.  The Trust contends that meaningful
mediation can't occur until after the amendment issue is
addressed.

Furthermore, the Trust stated that it is willing to stipulate to
extend the number of discovery requests that Authentic Specialty
is permitted to make, thereby alleviating any prejudice to
Authentic Specialty that would result.

Judge Walrath concluded that, as a result of the discovery
extension already granted and the Trust's further agreement to
permit additional discovery, there is no prejudice Authentic
Specialty will suffer if the motion to amend is granted.

The Trust also argued that Authentic Specialty unduly delayed
filing its motion.  Judge Walrath disagreed.  The Trust's motion
was filed eight months after the complaint, at which time
discovery had not yet been completed.  In the absence of prejudice
to Authentic Specialty this length of time is acceptable.

Further, Authentic Specialty had been granted nearly two months of
additional time for its response to the Complaint.  In addition,
Authentic Specialty admitted that the parties did engage in some
settlement talks regarding the overpayments that the basis of the
amended counts 7 through 9, although it disputes the extent of
those talks.  Consequently, Judge Walrath concluded that the Trust
did not unduly delay in filing its motion.

Authentic Specialty also asserted that counts 7 and 9 are
meritless; therefore, the amendment is futile.  Futility of
amendment exists when the claim or defense is not accompanied by a
showing of plausibility sufficient to present a triable issue.  
Thus a trial court may appropriately deny a motion to amend where
the amendment would not withstand a motion to dismiss.

Authentic Specialty also argued that count 9, a quantum meruit
claim for the overpayments, is also time-barred and futile.  
Authentic Specialty asserted that a claim for quantum meruit is
considered a contract claim for choice of law purposes and that,
under Delaware choice of law principles, California law controls.  
The Trust argued that federal common law choice of law principles
apply.

Judge Walrath agreed with the Trust's argument that the question
of whether a bankruptcy court should apply federal common law
choice of law principles is irrelevant here because both Delaware
and federal choice of law principles apply the "most significant
relationship test" found in section 188 of the Restatement Second
of Conflict of Laws to determine which jurisdiction's laws will
apply to a written or unwritten contract claim.

In a decision published at 2006 WL 2137994, Judge Walrath held
that:

   (1) Authentic Specialty would not suffer prejudice if the
       motion to amend were granted;

   (2) the Trust did not unduly delay filing its motion;

   (3) Authentic Specialty failed to establish that the Trust's
       proposed avoidance claim was time-barred and, thus, that
       amendment would be futile; and

   (4) Authentic Specialty failed to establish that, under
       California law, the Trust's proposed quantum meruit claim
       was time-barred, such that amendment would be futile.

Wilmer C. Bettinger, Esq., David M. Fournier, Esq., and Adam
Hiller, Esq., at Pepper Hamilton LLP, in Wilmington, Del., and
Robert S. Hertzberg, Esq., David Murphy, Esq., Tammie J. Tischler,
Esq., at Pepper Hamilton LLP, in Detroit, Mich., represent
Authentic Specialty Foods, Inc.

Thomas P. Brennan, Esq., and Jennifer B. Hildebrandt, Esq., at
Paul Hastings, Janofsky & Walker LLP, Los Angeles, Calif.,
represent the Post-Confirmation Trust of Fleming Companies, Inc.

Headquartered in Lewisville, Texas, Fleming Companies, Inc. --
http://www.fleming.com/-- was the largest multi-tier distributor  
of consumer package goods in the United States.  The Company filed
for chapter 11 protection on April 1, 2003 (Bankr. Del. Case No.
03-10945).  Judge Walrath confirmed Fleming's Third Amended Plan
on July 26, 2004, under which Core-Mark Holding Company, Inc.,
emerged as a rehabilitated company owned by Fleming's unsecured
creditors on Aug. 23, 2004.  Richard L. Wynne, Esq., Bennett L.
Spiegel, Esq., Shirley Cho, Esq., and Marjon Ghasemi, Esq., at
Kirkland & Ellis, represented the Debtors.  When the Debtors filed
for protection from their creditors, they listed $4,220,500,000 in
assets and $3,547,900,000 in liabilities.


FOAMEX INTERNATIONAL: Former Exec. Files Complaint Against Debtor
-----------------------------------------------------------------
Former Foamex International executive Thomas E. Chorman files a
complaint for declaratory, injunctive and monetary relief against
Foamex; Raymond E. Mabus, Foamex's chairman of the board and
interim president and chief executive officer; and Gregory J.
Christian, the company's chief legal officer.

Mr. Chorman was Foamex's former president and CEO and a former
member of the company's board of directors.

According to R. Karl Hill, Esq., at Seitz, Van Ogtrop & Green
P.A., in Wilmington, Delaware, Mr. Chorman's employment agreement
as president and CEO effective October 2002 has a non-compete
covenant that purported to restrict his right to seek employment
after his contract with Foamex is terminated.

While the company was under bankruptcy protection, the Court
approved a severance plan providing that upon signing of a release
that contained a one-year non-compete restriction, Mr. Chorman
would receive substantially reduced severance compensation equal
to 52 weeks of base salary paid over the one-year period following
termination without cause.  

Mr. Chorman says that despite his achievements at the helm of the
company, he was abruptly terminated from his job without good
cause and was forced to state that he was retiring effective
June 7, 2006 by Mr. Mabus and Mr. Christian without a vote of the
board.

According to Mr. Hill, no formal documentation confirming
Mr. Chorman's resignation from the Foamex board or from his
official positions with Foamex was requested or received from
Mr. Chorman.

Mr. Chorman asserts six complaints arising from the termination of
his employment, specifically:

   (1) breach of employment agreement and the implied covenant of
       good faith and fair dealing against Foamex;

   (2) violations of the Pennsylvania Wage Payment and Collection
       Law against the three Defendants;

   (3) tortious interference with his employment agreement with
       Foamex against Messrs. Mabus and Christian;

   (4) violations of the Employee Retirement Income Security Act
       against Foamex;

   (5) defamation against all Defendants; and

   (6) declaration against Foamex that the non-competition
       covenants in his employment agreement are void and
       unenforceable.

Mr. Hill alleges that Messrs. Mabus and Christian terminated
Mr. Chorman to permit their assumption of his duties and
substantially increase their respective annual compensation.  
Mr. Hill adds that the actions of the Defendants were also
calculated to permit them to:

   (a) deny Mr. Chorman the full value of the severance
       provisions of his employment agreement;

   (b) force Mr. Chorman to sign a severance agreement that
       would mandate adherence to a restrictive non-competition
       agreement to which he would not otherwise be bound; and

   (c) deny Mr. Chorman from fully vesting in the company pension
       plan, which would have occurred on September 7, 2006 if he
       had not been terminated.

Mr. Chorman's sudden and unexplained termination and the manner in
which it was affected conveyed the non-verbalized message that he
was not competent to carry out his responsibilities as president
and CEO and therefore constitute slander per se, Mr. Hill
contends.

Mr. Hill also says that Foamex failed to pay Mr. Chorman certain
wages due and owing on his last day of employment, which is in
direct violation of the Pennsylvania Wage Payment and Collection
Law.

The non-competition covenant in Mr. Chorman's employment agreement
is unenforceable since it was not supported by any additional
compensation or consideration contemporaneous with Mr. Chorman's
signing of the employment agreement, Mr. Hill asserts.

Thus, Mr. Chorman asks the Court's judgment for:

   ** specific performance by the Defendants of all the terms and
      conditions set forth in his employment agreement including
      the granting and payment of all benefits provided;

   ** an award in the amount equal to all sums owed under the
      terms of his contract;

   ** awards for compensatory and punitive damages in appropriate
      amounts;

   ** provision that the non-competition covenant contained in
      the controlling employment agreement is void and
      unenforceable; and

   ** pre- and post-judgment interest, costs of litigation,
      penalties and attorneys' fees allowed by law.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FOAMEX INTERNATIONAL: Wants to Sell Tennessee Property for $1.1MM
-----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates hold a
leasehold interest in a parcel of real property located in Milan,
Tennessee, pursuant to an assignment of leases and easements and
assumption agreement dated June 30, 1984.

According to Joseph M. Barry, Esq., at Young Conaway Stargatt &
Taylor LLP, in Wilmington, Delaware, the Debtors no longer
utilized the facility built on the Property since 2003 nor do they
anticipate a future need to utilize the Property.

In an effort to market the Property, the Debtors obtained an
appraisal, which estimated the Property's value at $1,900,000,
based on the assumption that the Facility's roof leaks were
repaired and that the roof is in average condition.

Mr. Barry says that the condition of the roof continues to
deteriorate and is in grave disrepair since the appraisal.  
Recently, the Debtors received bids to repair or replace the
damaged roof in the range of $1,100,000 to $1,400,000.

Since 2003, Hickman Realty Group has marketed the Property on
behalf of the Debtors.  Despite Hickman's efforts, only Alliance
Technology Group, Inc., offered to purchase the Property.

Initially, Alliance offered the Debtors $1,000,000 for the
Property.  The Debtors made a counteroffer at $1,200,000.  The
parties eventually agreed to a purchase price of $1,100,000, with
the agreement that:

   (a) Alliance will replace the roof;

   (b) The Debtors will remove the "doghouse" section of the roof
       and repair the opening as required;

   (c) Closing of the transaction will occur no earlier than
       November 1, 2006, and no later than 60 days after the U.S.
       Bankruptcy Court for the District of Delaware approves the
       sale;

   (d) Alliance's obligations under the contract are not subject
       to financing contingencies, unperformed due diligence or
       any other contingency;

   (e) A break-up fee of 3% of the Purchase Price is payable to
       Alliance if it is not the successful buyer; and

   (f) Brokerage fee will be 6% for the first $1,000,000 paid for
       the Property, and then 3% for any additional amount to be
       paid by the Debtors.

Considering the amount of time and efforts expended to market the
Property and the extensive damage to the roof, the Debtors say the
Purchase Price was the best offer available for the Property.  
Accordingly, the Debtors ask the Court to:

    -- approve the sale of their right, title and interest in the
       Property on an "as is" basis, free and clear of all
       encumbrances, subject to higher or better offers;  

    -- authorize them to exercise the option to purchase the
       right, title and interest to certain of the Property,
       which is to be included in the proposed sale;

    -- approve the break-up fee and brokerage fee in connection
       with the Property's sale to Alliance; and

    -- waive the 10-day stay order with respect to the Sale to
       expedite the transaction.

Mr. Barry asserts that the exercise of the Purchase Option and the
subsequent sale will:

   (i) put an end to the drain on the Debtors' estates, which has
       resulted from the carrying costs associated with
       maintaining a facility that is no longer of any use to the
       Debtors; and

  (ii) result in a substantial return to the benefit of all the
       Debtors' creditors, for the mere expense of $100.

The Debtors will accept higher and better bids for the Property.
Interested bidders are directed to submit their offers by
Sept. 26, 2006 at 4:00 p.m. (ET).

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 26; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


FORD MOTOR: General Motors Merger Unlikely Says Analysts
--------------------------------------------------------
Industry analysts dismissed a possible merger between General
Motors Corp. and Ford Motor Co. after talks surfaced that the two
rivals had explored a union, Nick Bunkley at the New York Times
reports.

The Automotive News reported that the automakers had discussed the
possibility of a merger or alliance in July this year but that the
talks have concluded.

"We consider it highly doubtful that a merger would take place and
do not see the benefits for either company as they attempt to
restructure." The New York Times quotes Standard & Poor's analyst
Efraim Levy.  Analysts interviewed by Reuters also questioned the
logic of a full-blown merger.

GM and Ford declined to comment on the issue.  In a report from
Reuters, GM spokesman Brian Akre said GM routinely meets with
other automakers to discuss issues of mutual interest.  Mr. Akre
added that, as a policy, GM does not publicly comment on these
discussions.

GM and Ford are in the midst of a financial crisis as both
companies struggle to improve revenues and cut costs.  

Last week, Ford unveiled a revised version of its "Way Forward"
turnaround plan that is seen to further reduce its capacity and
work force, and ramp up new product introductions.  Ford expects
ongoing annual operating cost reductions of approximately $5
billion from its restructuring efforts.

General Motors is also pondering a possible three-way
alliance with Renault SA and Nissan Motor Co.  Reports of a
possible alliance came in the wake of GM's troubles as it faces
market, production and cost issues.  GM is currently implementing
a turnaround plan that involves plant closures and job cuts.  

                       About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the      
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                          About Ford Motor

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

                           *     *     *

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

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

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

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


FORD MOTOR: Inks Consulting Agreement with John R.H. Bond
---------------------------------------------------------
Ford Motor Company entered into a consulting agreement with John
R.H. Bond, a member of the Board of Directors.

Under the agreement, Mr. Bond will serve as a consultant and
senior advisor to William Clay Ford, Jr., executive chairman of
the board, working on financial and other matters.  The consulting
fee will be $25,000 per day for actual days worked, payable in
arrears.  The Company contemplates that Mr. Bond will spend
approximately one and one-half days adjacent to each of the
Company's seven regularly scheduled Board of Directors meetings
consulting pursuant to the consulting agreement, and that total
fees payable to Mr. Bond will not exceed $262,500 for any twelve
month period unless specifically agreed to by the Company and
Mr. Bond.  During the term of the agreement, the Company will
reimburse Mr. Bond for customary and reasonable business-related
expenses, travel and lodging, consistent with Company policies and
procedures.

Mr. Bond will continue to serve as a member of the Board of
Directors and will receive the compensation and benefits
applicable to non-employee directors.  He resigned from the
Compensation Committee and the Nominating and Governance Committee
of the Board of Directors effective as of Sept. 13, 2006.

                Acceleration of Way Forward Plan

The Company, on Jan. 19, 2006, committed to a business improvement
plan, referred to as the Way Forward plan, to respond to changing
facts and circumstances, and on Sept. 14, 2006, it committed to an
acceleration of the plan, details of which are set forth in the
news release dated September 15, 2006.

                Changes in the List of Officers

The Company's Board of Directors, effective Sept. 14, 2006,
amended its bylaws to add the position of Executive Chairman of
the Board of Directors to the Company's list of officers and
eliminate the position of Chief Operating Officer.

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

                           *     *     *

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

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

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

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


FORD MOTOR: S&P Maintains Negative Watch on B+ Long-Term Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'B+' long-term and 'B-2'
short-term ratings on Ford Motor Co., Ford Motor Credit Co.,
and related entities remained on CreditWatch with negative
implications following the announcement of additional cost-cutting
efforts and an accelerated restructuring plan.

The 'BB-' long-term and 'B-2' short-term ratings on FCE Bank PLC,
Ford Credit's European bank, also remained on CreditWatch with
negative implications, reflecting its linkage to the Ford rating.

Ford's actions, which include buyout offers for all 75,000 U.S.
hourly workers, a 30% reduction in salaried staff, and the
suspension of quarterly dividends, are indicative of the severe
challenges and magnitude of cost reductions the company needs to
turn around -- and restore acceptable profitability at -- its
North American operations.

In addition, the company announced the departure of at least two
senior managers involved in the North American turnaround.  

"The work force reductions and accelerated restructuring efforts
will result in massive special charges and add to the cash burn
already occurring in North America," said Standard & Poor's credit
analyst Robert Schulz, "although in the longer term, the moves
will likely result in future cash savings."

Furthermore, the downsizing and any accelerated product
introductions will entail considerable execution risk.

Evaluating these latest announcements will be a major focus in
resolving Standard & Poor's CreditWatch review of Ford.  Standard
& Poor's is assessing all ramifications of the restructuring, as
well as Ford's efforts to address other ongoing challenges,
including lower market share and deteriorating product mix in
North America.  The rating agency expects to resolve the
CreditWatch within a week.


FTI CONSULTING: S&P Rates Proposed $215 Million Senior Notes at B+
------------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B+' rating to
FTI Consulting Inc.'s proposed $215 million senior notes due 2016.

At the same time, Standard & Poor's affirmed the corporate credit
rating on FTI at 'BB-' and revised the outlook to positive from
stable, based on strong earnings performance and talent retention.

Proceeds from the proposed senior note offering will be used to
finance the acquisition of FD International (Holdings) Ltd.  

Pro forma for the transaction, total debt outstanding, including
earn-out, was $669.4 million as of June 30, 2006.

Baltimore, Maryland-based FTI is a consulting firm focusing on
five areas:

   * forensics and litigation,
   * corporate finance/restructuring,
   * technology,
   * economic consulting, and
   * (with the acquisition of FD) strategic communications.

"The senior unsecured notes are rated one notch below the
corporate credit rating because of the secured position of the
company's revolving credit facility and the substantial amount of
senior unsecured debt," said Standard & Poor's credit analyst Andy
Liu, "but only one notch below, because we expect the company to
have a minimal or no outstanding balance on the revolving credit
facility over the medium term."

If borrowing under the revolving credit facility becomes
substantial, Standard & Poor's may review the separation between
the secured debt and the senior unsecured debt, and it could rate
the senior unsecured debt two notches below the corporate credit
rating.

The revision of outlook to positive is based on FTI's positive
operating momentum and its success in re-signing significant
numbers of senior managing directors.  Importantly, FTI was able
to re-sign 28 senior managing directors, whose contracts were up
for renewal.  This helped to lessen Standard & Poor's concerns
regarding the retention of key principals.

The ratings reflect:

   * FTI's dependence on highly mobile and sought-after senior
     staff;

   * its acquisition-centric growth strategy; and

   * its position in a competitive marketplace.

These factors are only partially offset by the company's improving
business diversity and good discretionary cash flow.


GENERAL MOTORS: Ford Merger Unlikely Says Analysts
--------------------------------------------------
Industry analysts dismissed a possible merger between General
Motors Corp. and Ford Motor Co. after talks surfaced that the two
rivals had explored a union, Nick Bunkley at the New York Times
reports.

The Automotive News reported that the automakers had discussed the
possibility of a merger or alliance in July this year but that the
talks have concluded.

"we consider it highly doubtful that a merger would take place and
do not see the benefits for either company as they attempt to
restructure." The New York Times quotes Standard & Poor's analyst
Efraim Levy.  Analysts interviewed by Reuters also questioned the
logic of a full-blown merger.

GM and Ford declined to comment on the issue.  In a report from
Reuters, GM spokesman Brian Akre said GM routinely meets with
other automakers to discuss issues of mutual interest.  Mr. Akre
added that, as a policy, GM does not publicly comment on these
discussions.

GM and Ford are in the midst of a financial crisis as both
companies struggle to improve revenues and cut costs.  

Last week, Ford unveiled a revised version of its "Way Forward"
turnaround plan that is seen to further reduce its capacity and
work force, and ramp up new product introductions.  Ford expects
ongoing annual operating cost reductions of approximately $5
billion from its restructuring efforts.

General Motors is also pondering a possible three-way
alliance with Renault SA and Nissan Motor Co.  Reports of a
possible alliance came in the wake  of GM's troubles as it faces
market, production and cost issues.  GM is currently implementing
a turnaround plan that involves plant closures and job cuts.  

                         About Ford Motor

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

                       About General Motors

General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- the      
world's largest automaker, has been the global industry sales
leader since 1931.  Founded in 1908, GM employs about 317,000
people around the world.  It has manufacturing operations in 32
countries and its vehicles are sold in 200 countries.

                           *     *     *

As reported in the Troubled Company Reporter on July 28, 2006,
Standard & Poor's Ratings Services held all of its ratings on
General Motors Corp. -- including the 'B' corporate credit rating,
but excluding the '1' recovery rating -- on CreditWatch with
negative implications, where they were placed March 29, 2006.  The
CreditWatch update followed GM's announcement of second quarter
results and other recent developments involving its bank facility
and progress on the GMAC sale.

As reported in the Troubled Company Reporter on July 27, 2006,
Dominion Bond Rating Service downgraded the long-term debt ratings
of General Motors Corporation and General Motors of Canada Limited
to B.  The commercial paper ratings of both companies are also
downgraded to R-3 (low) from R-3.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating of 'RR1' to
General Motor's new $4.48 billion senior secured bank facility.
The 'RR1' is based on the collateral package and other protections
that are expected to provide full recovery in the event of a
bankruptcy filing.

As reported in the Troubled Company Reporter on June 21, 2006,
Moody's Investors Service assigned a B2 rating to the secured
tranches of the amended and extended secured credit facility of up
to $4.5 billion being proposed by General Motors Corporation,
affirmed the company's B3 corporate family and SGL-3 speculative
grade liquidity ratings, and lowered its senior unsecured rating
to Caa1 from B3.  The rating outlook is negative.


GENERAL MOTORS: GMAC Offers to Buy Deferred Interest Debentures
---------------------------------------------------------------
GMAC Financial Services has commenced tender offers to purchase
for cash its outstanding Deferred Interest Debentures due
Dec. 1, 2012, and June 15, 2015, for an aggregate purchase price
of $500 million or approximately 30 percent of the debentures
outstanding.  Debentures tendered prior to 5:00 p.m., EDT,
on Sept. 27, 2006, will receive an early tender premium.

The tender offer commenced Thursday, Sept. 14, 2006, and will
expire at midnight, EDT, on Oct. 12, 2006, unless extended.

"Throughout the last few years, we have successfully implemented
several innovative funding mechanisms from diversified sources in
order to strengthen our balance sheet, despite declining GMAC
credit ratings," said Sanjiv Khattri, GMAC executive vice
president and chief financial officer.  " This small but
significant step reflects our strong cash position and now allows
us to selectively reduce the level of our higher cost debt.  This
represents just one of many new opportunities that we believe will
help make GMAC even more competitive going forward as a stand
alone company."

GMAC is offering $6,600 for each $10,000 Accreted Value (as
defined in the Offer to Purchase) at maturity of 2012 Debentures
tendered (equal to 78 percent of the $8,460.42 of the Accreted
Value of the 2012 Debentures as of Oct. 12, 2006 and equal to 66
percent of the Accreted Value of the 2012 Debentures at maturity).
This also includes an early tender premium of $200 if tendered
prior to 5:00 p.m., EDT, on Wednesday, Sept. 27, 2006.

GMAC is offering $5,600 for each $10,000 Accreted Value at
maturity of 2015 Debentures tendered for payment (equal to 70
percent of the $7,948.09 of the Accreted Value of the 2015
Debentures as of Oct. 12, 2006 and equal to 56 percent of the
Accreted Value of the 2015 Debentures at maturity).  This also
includes an early tender premium of $200.00 if tendered prior to
the Early Tender Expiration Time.

Holders who do not tender before the Early Tender Expiration Time
will not be eligible to receive the applicable early tender
premium.

The tender offer will be financed from GMAC's existing cash
portfolio.  All Debentures purchased under the offers will be
retired upon completion of the tenders.  Payments of the tender
consideration for the debentures, validly tendered and not
withdrawn, on or prior to the expiration date, and accepted for
purchase, will be made promptly after the expiration date.  
Debentures that are not tendered and accepted for payment as part
of the offer will remain obligations of GMAC.

The terms and conditions of the tender offer appear in GMAC's
Offer to Purchase, dated Sept. 14, 2006.  The consummation of the
tender offer is conditioned on the satisfaction of customary
conditions. If any of the conditions are not satisfied, GMAC is
not obligated to accept for payment, purchase or pay for, or may
delay the acceptance for payment of, any tendered debentures, and
may terminate the tender offer.  Subject to applicable law, GMAC
may waive any condition applicable to the tender offer and extend
or otherwise amend the tender offer.

Questions regarding the tender offer or consent solicitation may
be directed to the dealer managers:

         Morgan Stanley & Co. Incorporated,
         Phone: 800.624.1808 (U.S. toll-free)
                212.761.1864 (collect)

         Barclays Capital Inc.,
         Phone: 866.307.8991 (U.S. toll-free)
                212.412.4072 (collect)
    
         Merrill Lynch, Pierce, Fenner & Smith Incorporated
         Phone: 888.654.8637 (U.S. toll-free)
                212.449.4914 (collect)

Copies of the Offer to Purchase may be obtained at no charge from:

         D.F. King & Co., Inc.,
         Information Agent
         Phone: 800.859.8511(U.S. toll-free).

General Motors Acceptance Corporation is a global, financial
services, limited liability Company that operates in 39 countries,
in auto finance, residential mortgage, insurance and commercial
finance businesses.  With more than $300 billion in assets, it
generated nearly $2.4 billion in net income in 2005, on net
revenues of $19.2 billion.  General Motors, which currently owns
all of the equity of GMAC, announced earlier this year that it
will sell a majority of its interest to a consortium of investors
led by Cerberus Capital Management.

                         *     *     *  

As reported in the Troubled Company Reporter on Aug. 17, 2006,
Standard & Poor's Services said its rating on GMAC LLC, formerly
General Motors Acceptance Corp., remain on CreditWatch, where they
were placed on Oct. 3, 2005, pending completion of General Motors
Corp.'s planned sale of 51% of its ownership interest in GMAC to a
consortium led by Cerberus Capital Management.  Upon completion of
the sale, Standard & Poor's is likely to raise the to 'BB+/B-1'.


GT BRANDS: Judge Beatty Confirms First Amended Reorganization Plan
------------------------------------------------------------------
The Hon. Prudence Carter Beatty of the U.S. Bankruptcy Court for
the Southern District of New York confirmed GT Brands Holdings LLC
and its debtor-affiliates' Amended Plan of Reorganization.

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

                       Overview of the Plan

As reported in the Troubled Company Reporter on May 25, 2006, the
Plan is a product of substantial discussions and negotiations
among the Debtors, the Senior Lenders and the Creditors Committee.

The Debtors estimated that, in addition to non-cash assets, they
will transfer approximately $7.6 million in cash to a Plan
Administrator.   The Plan Administrator will ultimately distribute
an aggregate of approximately $3.7 million to $4.1 million to the
Senior Lenders.  This amount represents the Debtors' cash, less
amounts to establish and fund:

   -- the Affiliate Debtors Carve-Out Fund amounting to
      $1 million;

   -- the Asset Recovery Fund amounting to $400,000;

   -- the Plan Operations Fund, approximately $1,500,000, based on
      an estimated windup date of June 30, 2006, which includes
      around $500,000 to fund the Disputed Claims Reserves; and

   -- distributions on account of Administrative Expense Claims
      and Priority Claims, totaling between $700,000 and
      $1,300,000.

The Debtors estimate that these distributions, together with other
amounts paid to the Senior Lenders since their bankruptcy filing,
including amounts paid under the Court's Cash Collateral Order,
will aggregate approximately $29.5 million to $29.9 million.

Holders of general unsecured claims against GT Brands, amounting
to $77.09 million, will receive a pro rata share of the proceeds
of the Causes of Action and the Avoidance Actions, if any.

Holders of general unsecured claims against the affiliate debtors,
amounting to $28.4 million to $31.9 million, will receive a pro
rata share of:

   -- Affiliate Debtors Carve-Out Fund;
   -- proceeds of the Affiliate Debtors Avoidance Actions.

Equity holders will get nothing under the Plan.

Headquartered in New York, New York, GT Brands Holdings LLC
supplies home video titles to mass retailers.  The Debtors also
develop and market branded consumer, lifestyle and entertainment
products.  The Company and its affiliates filed for chapter 11
protection on July 11, 2005 (Bankr. S.D.N.Y. Case No. 05-15167).
Brian W. Harvey, Esq., at Goodwin Procter LLP, represents the
Debtors in their chapter 11 proceedings.  Patrick J. Orr, Esq.,
and Sean C. Southard, Esq., at Klestadt & Winters, LLP, represent
the Official Committee of Unsecured Creditors.  When the Debtors
filed for protection from their creditors, they listed total
assets of $79 million and total debts of $212 million.


H.J. HEINZ: S&P Lowers Preferred Stock's Rating to BB+ from BBB-
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit
and senior unsecured debt ratings for ketchup and condiment
manufacturer H.J. Heinz Co. to 'BBB' from 'BBB+'.

"We also lowered the company's 'BBB-' preferred stock rating to
'BB+' and the 'A-1 (LOW)' Canadian commercial paper ratings to 'A-
2'; the U.S. 'A-2' short-term and commercial paper ratings have
been affirmed," said Standard & Poor's credit analyst Alison
Sullivan.

The ratings were removed from CreditWatch with negative
implications where they were placed on May 23, 2006, following
5.5% aggregate shareholders Trian Fund Management LP and Sandell
Asset Management Corp.'s release of a position paper detailing its
proposed plan which included a proposal for a more aggressive
financial policy, including increased share repurchases,
dividends, and leverage.  

The outlook is stable.  The company had about $4.5 billion total
debt outstanding at Aug. 2, 2006.

The downgrade reflects Standard & Poor's concern that the
confirmed election of two of the five Trian Group board of
director nominees to Heinz's board could further strain financial
policy and may cause the company to alter its current plans.

While Heinz management has indicated its intention to maintain
their current financial policy and operations strategy, Standard &
Poor's believe management may be faced with pressures from new
board members that could result in a weakening of credit measures.
(Trian's initial proposal had included a more aggressive financial
policy and debt-financed share repurchase plan.)  

Credit measures are already weak for the current rating and are
unlikely to improve in the near term to levels more appropriate
for the rating due to management's previously announced sizable
share repurchase plans.

The ratings on Heinz reflect:

   * its broad, strong portfolio of branded products;

   * geographic diversity; and

   * participation in the relatively stable packaged and processed
     food industry.

These factors are somewhat offset by the company's weakened credit
measures following several debt-financed acquisitions, and by the
numerous restructuring initiatives implemented during the past few
years.


HANDHELD ENT: Posts $2.5 Million Net Loss in Qtr. Ended June 30
---------------------------------------------------------------
Handheld Entertainment Inc. filed its quarter financial statements
for the three months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported an $$2,582,894 net loss on $591,787 of
revenues for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $4,273,834
in total assets and $2,828,008 in total liabilities, and in
$1,445,826 stockholders' equity.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11c4

                        Going Concern Doubt

Amisano Hanson in Vancouver, Canada, raised substantial
doubt about Handheld Entertainment's Inability 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 accumulated losses since inception and
working capital deficit.

                   About Handheld Entertainment

Based in Vancouver, British Columbia, Handheld Entertainment Inc.
provides and installs internet wireless access to customers.


HHG INC: Case Summary & 24 Largest Unsecured Creditors
------------------------------------------------------
Lead Debtor: HHG, Inc.
             P.O. Box 1655
             Destin, Florida 32541

Bankruptcy Case No.: 06-30571

Debtor affiliates filing separate chapter 11 petitions:

      Entity                                     Case No.
      ------                                     --------
      Harry H. Griggs                            06-30572

Type of Business: The Debtor sells and services electronic
                  security systems.  Mr. Griggs owns 100%
                  of the Debtor.

Chapter 11 Petition Date: September 12, 2006

Court: Northern District of Florida (Pensacola)

Debtors' Counsel: Phillip K. Wallace, Esq.
                  Phillip K. Wallace, PLC
                  2027 Jefferson Street
                  Mandeville, LA 70471
                  Tel: (985) 624-2824
                  Fax: (985) 624-2823

                     Estimated Assets    Estimated Debts
                     ----------------    ---------------
HHG, Inc.            $462,986            $181,535

Harry H. Griggs      $1,966,768          $659,000

A. HHG, Inc.'s 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Monitronics International                                $88,000
P.O. Box 814530
Dallas, TX 75381

GE Security                                              $10,989
5624 Collections Center Drive
Chicago, IL 60693

Hibernia National Bank        Personal loan              $10,008
P.O. Box 61336
New Orleans, LA 70161

Florida Dept of Revenue       Sales tax                   $7,945

ADI                           Open account                $7,588

FisherBrown                                               $6,803

Sprint Yellow Pages           Business advertising        $6,640

G E Security Inc              Open account for            $6,026
                              equipment

Controlled Products                                       $3,492

Cen Signal                    Business costs              $3,481

GE Business Credit Services   Business loan               $1,889

American Express              Credit card                 $1,470
                              purchases

Bellsouth Advertising         Advertising for             $1,203
                              business

Marantz America Inc.                                      $1,138

Vertigate                                                   $795

Interstate All Battery        Vehicle/Equipment             $719
Center                        maintenance

ITC Deltacom (A Rec)                                        $693

ITC Deltacom (CRec)                                         $654

Beam Industries                                             $649

Safeguard Business Systems                                  $583


B. Harry H. Griggs's Four Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Hamp Griggs                   Loan                      $100,000
505 West Main Street
Samson, AL 36477

Capital One N.A.              Loan                       $75,000
P.O. Box 61007
New Orleans, LA 70161

Roger Peale                   Unpaid rent on              $2,400
759 Bayou Drive               office space
Destin, FL 32541

American Express              Credit card                 $1,600
P.O. Box 7863                 purchases
Fort Lauderdale, FL 33329


HUBER CONTRACTING: Wachovia's Lien Triumphed Mechanics' Lien
------------------------------------------------------------
The Honorable Leif M. Clark of the U.S. Bankruptcy Court for the
Western District of Texas in San Antonio holds that Wachovia Bank,
N.A., fka SouthTrust Bank, has the superior claim to a $98,750
deposit of Huber Contracting, Ltd., and certain Mechanics' Lien
Claimants aren't entitled to those funds.

Huber Contracting, a general contractor, filed for bankruptcy
protection on Dec. 7, 2004 (Bankr. W.D. Tex. Case No. 04-57159).  
Before filing for bankruptcy, a creditor attempted to garnish the
Debtor's bank account at Wachovia Bank, trapping some $98,750.

After the filing, the trustee successfully avoided the garnishment
lien as a preference.  A dispute then arose between Wachovia Bank
and certain mechanics' lien claimants who were owed money by Huber
Contracting.  Both groups asserted competing claims to the
$98,750.  The money was property of the bankruptcy estate, so the
trustee had a claim to the fund as well.  

The trustee and Wachovia Bank entered into a compromise.  If
Wachovia could successfully defend its claim to the money, it
would share the fund with the trustee, with the trustee taking 25%
and Wachovia getting the remaining 75%.  

Wachovia then filed a motion to determine lien priority with
respect to the money.

                            Background

Huber Contracting was hired by Mardi Gras Parade Cafe, LLC, to
construct a hotel.  Huber hired, among others, Argosy Floor
Covering, Opening Specialties & Supply, Samuels Glass Company, and
R.W. Jones as subcontractors on the project.

Huber did not pay the Lien Claimants for their work.  The Lien
Claimants perfected mechanic's liens on the owner's property in
accordance with the provisions of Chapter 53 of the Texas Property
Code.

Before constructing the hotel, Huber had signed a promissory note
and security agreement in favor of Wachovia Bank to obtain a
$500,000 working capital loan, extending and renewing prior notes,
all of which had been secured by all of the Debtor's assets.  The
bank perfected its lien, properly amending its UCC-1 financing
statements after each loan renewal.

                             Analysis

Judge Clark said the issue is to resolve whose rights are
paramount with regard to the $98,750.  The resolution of that
issue requires the Court to reconcile two different legislative
schemes, one set out in the Texas Property Code and the other in
the Texas version of the Uniform Commercial Code.  

The bank claims that its Article 9 perfected security interest in
the debtor's deposit accounts trumps any competing claim by the
Lien Claimants.

The Lien Claimants retort that they have a priority over all other
creditors, including the Bank (regardless of its security
interest), by virtue of provisions in Chapter 53 of the Texas
Property Code.

The Lien Claimants rely in part on the Fifth Circuit's ruling in
Matter of Waterpoint International, L.C., 330 F.3d 339, 342-45
(5th Cir. 2003), which notes in dicta that lien claimants enjoy a
preference over all other creditors of the original contractor,
provided the lien claimants have properly perfected their
mechanics' and materialmen's liens in accord with chapter 53.  

The Lien Claimants in this case, however, did properly perfect
their liens.  They note that the lien claimants in Waterpoint
would have prevailed if only they had been properly perfected, and
the Lien Claimants in this case should therefore prevail in this
case.

After an extensive review of all the sources available, Judge
Clark concludes in a Memorandum Opinion published at 2006 WL
2243150 that Section 53.121 does not accord subcontractors and
suppliers a priority over a contractor's secured creditors.

That means that the deposit account in question, clearly impressed
with a lien in favor of Wachovia, is not further burdened by an
inchoate claim in favor of subcontractors and suppliers.

The only authority to the contrary is the dicta in Judge Hughes'
lower court decision in Waterpoint.  Judge Clark says Judge
Hughes' observation falls well short of the standard of precedent.  
"What Judge Hughes' observation does tell us is that we would all
be better served by a small but important clarification to the
language of Section 53.121, to wit, the addition of the word
'unsecured' just before the word 'creditors,'" Judge Clark
suggests.

Michael G. Colvard, Esq., in San Antonio, Tex., represents the
Debtor.


IMMUNE RESPONSE: James Foght Joins Board of Directors
-----------------------------------------------------
Immune Response Corporation appointed James L. Foght, Ph.D., to
the Company's Board of Directors.  

"We are pleased to welcome Dr. Foght as a member of the board.  
His scientific background along with his financial expertise will
be an important addition to our board as we advance the clinical
programs of IRC's two lead immune-based therapies: NeuroVax(TM)
for multiple sclerosis (MS) and IR103 for HIV/AIDS," said Dr.
Joseph O'Neill, President and Chief Executive Officer of The
Immune Response Corporation.

"I am looking forward to working with the impressive management
and scientific teams at The Immune Response Corporation," said Dr.
Foght.  "The company is investigating treatments in HIV and MS,
two devastating diseases with significant unmet medical needs."

Dr. Foght was formerly a Managing Director in the Investment
Banking division of Prudential Vector Healthcare Group, a unit of
Prudential Securities Incorporated.  He joined Prudential in July
1999 with the acquisition of Vector Securities International,
Inc., which he co-founded in 1988.

                       About Immune Response

Headquartered in Carlsbad, California, The Immune Response
Corporation (OTCBB:IMNR) -- http://www.imnr.com/-- is an       
immuno-pharmaceutical company focused on developing products to
treat autoimmune and infectious diseases.  The Company's lead
immune-based therapeutic product candidates are NeuroVax(TM) for
the treatment of multiple sclerosis and IR103 for the treatment of
Human Immunodeficiency Virus infection.  Both of these therapies
are in Phase II clinical development and are designed to stimulate
pathogen-specific immune responses aimed at slowing or halting the
rate of disease progression.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on June 8, 2006,
Levitz, Zacks & Ciceric expressed substantial doubt about The
Immune Response'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 stockholders' deficit and comprehensive loss for
each of the years in the two-year period ended Dec. 31, 2005.


INTERTAPE POLYMER: Responds to Takeover Rumors
----------------------------------------------
Intertape Polymer Group Inc. advised that the Company's ongoing
in-depth operational and financial review continues.  The Company
is working diligently to complete its review and analysis.  TD
Securities Inc. is providing advice in connection with this
process.  The Company also advised that it is in the advanced
stages of its search for a new Chief Executive Officer.

Eric Reguly And Andrew Willis at The Globe and Mail had reported
that an American investor is eyeing a possible purchase of
Intertape.  Citing unnamed source, The Globe and Mail said that
Intertape's board has not responded to the investor's all cash
offer.

In response to the takeover reports, Intertape said that from time
to time the Company receives expressions of interest from third
parties.  The Company said any such expression of interest is
reviewed and dealt with appropriately in the best interests of the
Company and its shareholders.  The Company does not generally
comment on any expressions of interest it receives.

"The Board looks forward to the completion of the review process,"
said Michael L. Richards, Chairman of the Board of Directors.  
"The Company will advise of any material developments in the
review process and its search for a CEO."

                About Intertape Polymer Group

Based in Montreal, Quebec and Sarasota/Bradenton, Florida,
Intertape Polymer Group (TSX: ITP) (NYSE: ITP) develops and
manufactures specialized polyolefin plastic and paper based
packaging products and complementary packaging systems for
industrial and retail use.  The Company employs 2,450 employees
with operations in 18 locations, including 13 manufacturing
facilities in North America and one in Europe.

                        *     *     *

Standard & Poor's Ratings Services assigned its 'B+' long-term
foreign & local issuer credit rating to Intertape Polymer Group
Inc. in July 2004.


JOSEPH ROSELLI: Case Summary & Six Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Joseph Roselli
        6706 Casa Grande Way
        Delray Beach, FL 33446

Bankruptcy Case No.: 06-14550

Chapter 11 Petition Date: September 15, 2006

Court: Southern District of Florida (West Palm Beach)

Judge: Steven H. Friedman

Debtor's Counsel: Chad P. Pugatch, Esq.
                  Rice Pugatch Robinson & Schiller, P.A.
                  101 Northeast 3 Avenue, Suite 1800
                  Fort Lauderdale, FL 33301
                  Tel: (954) 462-8000
                  Fax: (954) 462-4300

Total Assets: $5,614,484

Total Debts:  $3,566,022

Debtor's Six Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
Helmet Anstalt                                         $1,100,000
c/o Douglas Jovanovic, Esq.
17 Southeast 24 Avenue
Pompano Beach, FL 33062

United States of America           Penalty             $1,000,000
Paul Schwartz, Esq.
Asst. U.S. Attorney
500 East Broward Boulevard
Suite 700
Fort Lauderdale, FL 33394

American Express                   Credit Card            $22,716
P.O. Box 360001
Fort Lauderdale, FL 33336

Bogenschutz, Dutko & Kroll, P.A.   Attorneys Fees          $7,658
600 South Andrews Avenue
Suite 500
Fort Lauderdale, FL 33301

Mercedes Benz Financial            Lease Deficiency        $6,440
P.O. Box 9001921
Louiseville, KY 40290

American Express                   Credit Card             $2,810
P.O. Box 360001
Fort Lauderdale, FL 33336-0001


KAISER ALUMINUM: Reports Payments to Ordinary Course Professionals
------------------------------------------------------------------
Kaiser Aluminum Corporation reports the payments of fees and
expenses incurred by professionals who assisted the company in its
ordinary course of business for the period Feb.1, 2006 through
July 5, 2006:

                                   Type of               Total
   Professional                    Services             Payment
   ------------                    --------             -------
   Adams & Clark, Inc.           Land Planning          $20,938

   Andrews Kurth LLP             Legal Services         $52,108

   Baker, Donelson, Bearman,
     Caldwell & Berkowitz        Legal Services         $11,807

   Bell, Nunnally & Martin       Legal Services          $2,115

   Cassidy, Kotjarapoglus        Public Records
     & Pohland LLC               Research Services       $3,370

   DoveBid Valuation Services    Appraisal of
                                 Domestic Facilities   $116,000

   Fleishman-Hillard, Inc.       PR & Communications
                                 Consulting            $315,911

   Holden & Oreskovich, PS       Legal Services          $8,473

   Hewitt Associates LLC         Enrolled Actuary/     $363,507
                                 Compensation
                                 Consulting

   Jones, Tullar & Cooper        Legal Services         $15,217

   KPMG LLP                      Tax & Acctg. Svcs.     $35,000

   Kean, Miller, Hawthorne,
    D'Armond, McCowan & Jarman   Legal Services            $122

   Ladas & Parry                 Legal Services         $13,684

   McKay Chadwell PLLC           Advisor to Audit
                                 Committee              $27,249

   Morgan, Lewis & Bockius       Legal Services            $522

   Morrow Property Tax Services  Tax Compliance &
                                 Consulting             $34,400

   Nexsen Pruett LLC             Legal Services         $59,770

   Patton Boggs LLP              Legal Services            $220

   Perkins Coie LLP              Legal Services        $114,009

   Robinson & McElwee PLLC       Legal Services          $2,161

   Sonnenschein Nath &
     Rosenthal                   Legal Services        $105,472

   Witherspoon, Kelly, Davenport
     & Toole PS                  Legal Services         $68,151

   Wolfe Leinbach PS             Legal Services         $34,552

   WP Thomson & Co.              Legal Services            $450

Payments made to Fleishman and Hewitt during the six-month
reporting period exceeded the $35,000-per-month limit imposed by
the U.S. Bankruptcy Court for the District of Delaware.

Kaiser says it has discussed the overage with the counsel for the
U.S. Trustee and it intends to submit a stipulation and agreed
order that would alleviate the need at this stage to retain
Fleishman and Hewitt as professional under Section 327 of the
Bankruptcy Code.

                           About Kaiser

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
Feb. 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts.  Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.  
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 105;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 609/392-0900)


KULLMAN INDUSTRIES: Ct. Approves 2nd Amended Disclosure Statement
-----------------------------------------------------------------
The Honorable Kathryn C. Ferguson of the U.S. Bankruptcy Court for
the District of New Jersey approved the Second Amended Disclosure
Statement explaining Kullman Industries, Inc., nka KI Liquidation,
Inc.'s First Amended Liquidating Plan.

The Court is satisfied that the Disclosure Statement contains the
right amount of the right kind of information within the meaning
of Section 1125(a) of the Bankruptcy Code that would enable a
hypothetical investor to make an informed judgment about the Plan.

                        Summary of the Plan

The Debtor has ceased business operations and has reduced or will
be reducing substantially all of its assets to cash.  Under the
Plan, the Debtor seeks to pay its creditors by depositing its
remaining assets in a liquidating trust.  The Trust will
distribute proceeds under the terms of the Plan.  

The Plan provides for the Trustee to maintain the estate's cash
assets in an interest-bearing account for distribution to
creditors on account of their allowed claims against the Debtor.  
The Debtor is also entitled to a percentage of the residual value
of the Tajikistan Claim and any avoidance action recoveries.

The Official Committee of Unsecured Creditors will designate the
Trustee.  The Trustee will be identified before the Confirmation
Hearing.

                           Plan Funding

The Plan is funded by:

   a. cash on the effective date; and

   b. funds available after the effective date from any payments
      received by the Trust from:

      1. the liquidation of the Debtor's remaining assets;

      2. the prosecution and enforcement of the pending litigation
         and potential avoidance actions; and

      3. any release of funds from the Disputed Claims Reserve.

                        Treatment of Claims

Holders of Administrative Expenses Claims for approximately
$849,869 will be paid in full.

Holders of Class 2 Secured Claims, at the option of the Debtor,
will either receive title to the property that secures the claim
or paid in cash in the allowed amount as determined by the Court
on the effective date.

The Debtor believes that the only potential Class 2 Holder is the
Bank of New York.  BNY is the Debtor's Indenture Trustee and
presently holds a junior, subordinated claim.

Holders of Class 3 General Unsecured Claims amounting to
$34,299,297 under proofs of claims will receive interests in the
Trust equal to their pro rata share of total Allowed General
Unsecured Claims.  The Debtor estimates that after appropriate
claim objections Class 3 Claims will total approximately
$14 million to $17 million.

Robert Kullman, the sole common stockholder, is the only Class 4
Interest Claim Holder.  He will not receive anything under the
Plan.

                         Tajikistan Claim

As reported in the Troubled Company Reporter on Aug. 21, 2006,
before it filed for bankruptcy, the Debtor was the general
contractor in the construction of a U.S. embassy in Tajikistan.
The Committee intends to bring an action against the U.S.
government to recover damages resulting from the government's
alleged breaches of the terms of the Tajikistan contract.

A full-text copy of the blacklined Second Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060918221922

                   About Kullman Industries

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


LASERSIGHT INC: June 30 Balance Sheet Upside-Down by $3.5 Mil.
--------------------------------------------------------------
LaserSight, Inc., reported a $223,027 net loss on $296,528 of net
revenues for the three months ended June 30, 2006, compared to a
$93,048 net income on $1,515,875 of net revenues in 2005, the
Company disclosed in its first quarter financial statements on
Form-10QSB to the Securities and Exchange Commission.

At June 30, 2006, the Company's balance sheet showed $2,803,386 in
total assets and $6,359,792 in total liabilities, resulting in a
$3,556,406 stockholders' deficit.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11cc

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 5, 2006, Moore
Stephens Lovelace, PA, expressed substantial doubt about
LaserSight Inc.'s ability to continue as a going concern after it
audited the Company's financial statements for the years ended
Dec. 31, 2005, 2004 and 2003.  The auditing firm pointed to the
Company's substantial losses since its inception, and negative
working capital at Dec. 31, 2005.

Headquartered in Winter Park, Florida, LaserSight, Inc.
-- http://www.lase.com/-- is principally engaged in the  
manufacture and supply of narrow beam scanning excimer laser
systems, topography-based diagnostic workstations, and other
related products used to perform procedures that correct common
refractive vision disorders such as nearsightedness,
farsightedness and astigmatism.  Since 1994, it has marketed it
laser systems commercially in over 30 countries worldwide.  It is
currently focused on selling in selected international markets;
primarily China.


MICRON TECHNOLOGY: Toshiba Settles Suit with $288 Million Payment
-----------------------------------------------------------------
Toshiba Corporation and Micron Technology, Inc., have entered into
agreements where Toshiba will purchase certain of Micron's
semiconductor technology patents and license patents previously
owned by Lexar Media, Inc. in exchange for payments totaling
$288 million.

The agreements settle all outstanding NAND flash memory-related
litigation between Toshiba Corporation, its subsidiaries and Lexar
Media, Inc., which Micron acquired in June.  As a result of the
license and purchase agreements, the litigation pending between
Toshiba and Lexar in the Northern District of California U.S.
District Court, the International Trade Commission and California
Court of Appeals will be dismissed.

"We appreciate that Micron approached this issue in a positive
spirit that allowed the parties to work together to bring all
outstanding litigation and claims to a full and final resolution,"
said Masashi Muromachi, corporate executive vice president of
Toshiba Corporation and president and CEO of Toshiba's
Semiconductor Company.  "Going forward, we will continue to
contribute to the growth and development of the NAND flash
industry."

"We have enjoyed a strong relationship with Toshiba for a number
of years, have the highest respect for Toshiba as an innovator in
flash technology and see no merit in continuing to pursue this
litigation," said Steve Appleton, Micron chairman, CEO and
president.

                            About Toshiba

Toshiba -- http://www.toshiba.co.jp/-- is a diversified  
manufacturer and marketer of advanced electronic and electrical
products spanning information and communications equipment and
systems, digital consumer products, electronic devices and
components, power systems, industrial and social infrastructure
systems, and home appliances.  Toshiba has 172,000 employees
worldwide and annual sales of over $54 billion.

                             About Micron

Micron Technology, Inc. (NYSE:MU) -- http://www.micron.com/-- is  
a worldwide provider of semiconductor solutions.  Through its
worldwide operations, Micron manufactures and markets DRAMs, NAND
flash memory, CMOS image sensors, other semiconductor components,
and memory modules for use in leading-edge computing, consumer,
networking, and mobile products.

                         *     *     *

On Dec. 8, 2005, Moody's Investors Service revised its ratings
outlook on Micron Technology to stable (Corporate Family Rating at
Ba3).  Moody's affirmed the Company's Ba3 Senior Implied rating,
Ba3 Issuer rating, (P) Ba3 Senior unsecured shelf registration
rating, (P) B2 Subordinated shelf registration rating, B2 rating
on $632 million 2.5% convertible subordinated notes due February
2010 and B2 rating on $210 million 6.5%, junior subordinated
notes.


MUSICLAND HOLDING: Files First Amended Joint Plan of Liquidation  
----------------------------------------------------------------
Musicland Holding Corp. and its 14 debtor-affiliates delivered
their First Amended Joint Plan of Liquidation and accompanying
Disclosure Statement to the U.S. Bankruptcy Court for the Southern
District of New York on Sept. 14, 2006.

The Debtors intend to file a Plan Supplement 15 days before the
Oct. 12, 2006, Disclosure Statement Hearing.  The Supplement will
consist of, among others:

   (a) the Administrative Budget,
   (b) the Post-Effective Date Agreement,
   (c) List of Directors and Officers, and
   (d) the Schedule of Avoidance Actions.

Aside from substantive consolidation, liquidation of the estates,
and appointment of a Responsible Person, the First Amended Plan
also contemplates the formation of a Plan Committee on or before
the Effective Date.

Craig Wassenaar, Musicland's chief financial officer, relates that
the Plan Committee will be formed by (a) the Official Committee of
Unsecured Creditors designating two Persons and (b) the Informal
Committee of Secured Trade Vendors designating two Persons to
serve on the Plan Committee.

"Any deadlock in a vote by the members of the Plan Committee may
be broken by a vote by the Responsible Person; provided, however,
that the Responsible Person will not be empowered to cast a tie-
breaking vote on any issue involving the addition after the
Effective Date of any claims to the Schedule of Avoidance
Actions," Mr. Wassenaar says.

The Plan Committee will exercise its obligations as provided in
the Post-Effective Date Agreement, which includes the monitoring
and oversight of the Responsible Person and all liquidation and
distribution activities.  The members of the Plan Committee will
not be paid for their services except for reimbursement of actual
and reasonable expenses incurred by those members.

                     Claims & Distributions

On the Effective Date, the Debtors will establish:

   (i) a Senior Claims Reserve with sufficient fund to pay all
       Allowed and Disputed Senior Claims to the extent those
       Claims are not paid by the Debtors on the Effective Date;
       and

  (ii) an Administrative Fund with sufficient funds to pay the
       projected costs and expenses of liquidating and
       administering the Estates as set forth in the
       Administrative Budget.

After the Effective Date, the Responsible Person will make
distributions to the holders of Allowed Senior Claims, which
become Allowed after the Effective Date from the Senior Claims
Reserve.

On the Effective Date, the Secured Trade Creditors will provide,
out of Secured Creditor Assets, these sums to be used to pay the
fees and expenses of the professionals to the Responsible Person:

   (a) $175,000 to be used to investigate and make a
       recommendation whether or not to pursue any potential
       Other Actions;

   (b) $250,000, plus any unused funds remaining in the
       Investigation Fund after completion of the investigation,
       to be used to Prosecute any Avoidance Actions; and

   (c) $_____ plus any unused funds remaining in the (i)
       Investigation Fund, or (ii) Avoidance Fund after
       completion of the Prosecution of the Avoidance Actions, to
       be used to Prosecute any Other Actions.

The Responsible Person, in consultation with the Plan Committee
and in accordance with the Post-Effective Date Agreement, will
have sole and absolute authority to direct its selected counsel
and other advisors to prosecute (a) the Avoidance Actions to the
extent those Avoidance Actions are included on the Schedule of
Avoidance Actions, and (b) the Other Actions.

                  Secured Trade Creditors Release

On the Effective Date, each of the Debtors, in their individual
capacities and as debtors-in-possession for and on behalf of their
Estates, beneficiaries, successors and assigns will release and
discharge and be deemed to have forever released and discharged
each member of the Secured Trade Committee, and their employees,
agents, attorneys, directors, officers and financial advisors,
from any and all Unsecured Transferred Actions that arose or could
have arisen prior to confirmation date.

                         Cash Position

The Debtors' total cash on hand as of August 31, 2006, was
approximately $20,000,000, with additional amounts expected to be
received by the Debtors for (i) payment dues from Trans World
Entertainment Corporation of approximately $7,500,000 under the
Purchase Agreement and (ii) anticipated miscellaneous collections
of $2,800,000.  In addition, approximately $4,500,000 was held by
Wachovia Bank, National Association, as of Aug. 31, 2006, as a
reserve for certain obligations under the release agreement.

The Debtors project that the net Secured Creditor Assets to be
distributed by the Debtors to the Secured Trade Creditors will be
in the range of $17,100,000 to $33,800,000, in addition to the
$25,200,000 that was distributed on August 23, 2006.  This
projection assumes that Administrative Expense Claims, Wachovia
Obligations, Priority Tax Claims and Other Priority Claims for
which reserves must be established will be in the range of
$3,200,000 to $5,800,000.  These ranges are subject to final
claims reconciliation and the filing of claims under future bar
dates.

The Debtors also project that operating expenses through the wind-
down and liquidation of the Estates period will aggregate
approximately $1,600,000, disbursements to professionals will
total approximately $3,700,000.

The Debtors believe that the Joint Venture comprised of Trans
World Entertainment Corporation and Hilco and Gordon Brothers
Retail Partners, LLC, owes approximately $11,600,000 to them under
the Purchase Agreement with respect to the inventory adjustment
provisions.  Trans World, however, asserts that only $7,500,000 is
due and owing under those provisions.

                        Best Interests Test

According to Mr. Wassenaar, the Debtors will demonstrate at the
Confirmation Hearing that the distributions creditors will receive
under the First Amended Plan are superior to what creditors would
get in the event of a Chapter 7 liquidation.  Thus, the Debtors
believe that the Plan meets the requirements of the Best Interest
Test under the Bankruptcy Code.

To determine the value that a holder of a Claim or Interest in an
impaired Class would receive if the Debtors were liquidated under
Chapter 7, the Bankruptcy Court must determine the aggregate
dollar amount that would be generated from the liquidation of the
Debtors' assets if the Debtors' Chapter 11 Cases were converted to
a chapter 7 liquidation case and the Debtors' assets were
liquidated by a Chapter 7 trustee.

Mr. Wassenaar says the Liquidation Value would consist of the net
proceeds from the disposition of the Debtors' assets, augmented by
cash held by the Debtors and reduced by certain increased costs
and Claims that arise in a Chapter 7 liquidation case that do not
arise in a Chapter 11 reorganization case.

The Liquidation Value available for satisfaction of Claims and
Interests in the Debtors would be reduced by:

   (a) the costs, fees and expenses of the liquidation under
       Chapter 7, which would include disposition expenses and
       the compensation of a trustee and its counsel and other
       professionals retained; and

   (b) the fees of the Chapter 7 trustee.

Mr. Wassenaar adds that the liquidation itself would trigger
certain Claims, and would accelerate other priority payments,
which would otherwise be paid in the ordinary course.

"The Debtors are liquidating and therefore are not seeking to
require their creditors to accept non-cash consideration so that
the estate could pursue going concern value.  Accordingly, the
only question is whether the creditors will have recovered more
through the negotiated sale of the Debtors' assets to the Joint
Venture and the Plan than through an asset liquidation by the
Debtors than by a newly appointed Chapter 7 trustee," Mr.
Wassenaar says.

The Debtors say they expect to realize a greater return than would
a Chapter 7 trustee on the wind-down of the Estates, given their
familiarity with the assets and their ability to limit the wind-
down costs.

Mr. Wassenaar points out that the Debtors have already reduced
their hard assets to cash through auction or private sales
approved by the Court.  "Therefore, the Debtors have already
established systems and protocols for the efficient disposition of
the assets of the Estates and are in the process of liquidating
their remaining assets."

"Converting the Chapter 11 Cases to a Chapter 7 liquidation would
result in a waste of the Debtors' resources already expended in
connection with the wind-down and would delay converting the
remaining assets to cash," Mr. Wassenaar adds.

A full-text copy of Musicland's First Amended Joint Plan of
Liquidation is available for free at:

               http://researcharchives.com/t/s?11ce

A full-text copy of the Disclosure Statement explaining
Musicland's First Amended Plan is available for free at:

               http://researcharchives.com/t/s?11cf

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MUSICLAND HOLDING: Treatment Of Claims Under Liquidation Plan
-------------------------------------------------------------
Under their First Amended Joint Plan of Liquidation, Musicland
Holding Corp. and its debtor-affiliates disclose the expected
allowed amounts of some classes:

Class   Description          Treatment
-----   -----------          ---------
n/a    Administrative       Allowed Claims will be paid in full,
        Expense Claims       in cash.

n/a    Wachovia             Allowed Claims will be paid in full,
        Obligations          in cash.

                             The Debtors anticipate that unpaid
                             Allowed Administrative Expense
                             Claims and Wachovia Obligations on
                             the Effective Date will be in a
                             range of $500,000 to $1,000,000.

n/a    Priority Tax         Allowed Claims will be paid in full,
        Claims               in cash, over time in equal cash
                             installment payments on a quarterly
                             basis with interest during a period
                             not to exceed five years after the
                             Petition Date.  The interest rate
                             will in no event be greater than 7%
                             per annum.  The Debtors estimate
                             that the Allowed Priority Tax Claims
                             will aggregate approximately
                             $2,700,000 to $4,800,000.

  1     Other Priority       Allowed Claims will be paid in full,
        Claims               in cash.  The Debtors estimate that
                             the actual amount of valid Other
                             Priority Claims is approximately $0
                             to $500,000 in the aggregate.

  2     Other Secured        Allowed Claims will be paid in full,
        Claims               in cash.  The Debtors estimate that
                             Allowed Other Secured Claims will be
                             in a range of $0 to $300,000.

  3     Secured Trade        Allowed Claims will receive (i) a
                             Pro Rata Share of Secured Creditor
                             Assets and net proceeds from
                             Unsecured Transferred Actions, and
                             (ii) the Secured Trade Creditor
                             Release.  The Debtors estimate that
                             the Allowed Secured Trade Claims
                             will aggregate approximately
                             $170,100,000.

  4     General Unsecured    Allowed Claims will receive a Pro
        Claims               Rata Share of the net proceeds of
                             Unsecured Transferred Actions.  The
                             Debtors estimate that the Allowed
                             General Unsecured Claims will
                             aggregate approximately $__ million.

  5     Interests and        No distribution.
        Interest-Related     Holders of Interests and Interest
        Claims               Related Claims are deemed to have
                             rejected the Plan.

Classes 3 and 4 are impaired, and holders of Secured Trade Claims
and General Unsecured Claims are entitled to vote to accept or
reject the Plan.

                      About Musicland Holding

Headquartered in New York, New York, Musicland Holding Corp., is a
specialty retailer of music, movies and entertainment-related
products.  The Debtor and 14 of its affiliates filed for chapter
11 protection on Jan. 12, 2006 (Bankr. S.D.N.Y. Lead Case No.
06-10064).  James H.M. Sprayregen, Esq., at Kirkland & Ellis,
represents the Debtors in their restructuring efforts.   Mark T.
Power, Esq., at Hahn & Hessen LLP, represents the Official
Committee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they estimated more than $100
million in assets and debts.  (Musicland Bankruptcy News, Issue
No. 18; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


NORSTAN APPAREL: Panel Hires ASK Fin'l to Pursue Avoidance Claims
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of New York
gave the Official Committee of Unsecured Creditors in Norstan
Apparel Shops Inc. dba Fashion Cents and its debtor-affiliates'
chapter 11 cases authority to retain ASK Financial LLP as special
counsel.

As special counsel, ASK Financial will:

   a) perform preference analysis of all transactions that
      occurred within the 90 day period prior to the Debtors'
      bankruptcy filing identified as potential targets with
      potential liability between $10,000 and $15,000; and

   b) pursue larger avoidance claims for which the Committee lead
      counsel Kronish Lieb Weiner & Hellman LLP has a conflict of
      interest nunc pro tunc to July 27, 2006.

For its services, Joseph L. Steinfeld, Jr., Co-Managing Partner at
ASK Financial, tells the Court that his firm will charge 30% of
the amount recovered on each claim recovered up to the judgment
enforcement phase and 35% of the amount recovered on each
claim once post judgment enforcement has begun.

Mr. Steinfeld assures the Court that ASK Financial and its
professionals do not hold any interest adverse to the Debtors and
are disinterested persons pursuant to Section 101(14) of the
Bankruptcy Code.

With offices in Los Angeles, Minneapolis, and New York City, ASK
Financial LLP -- http://www.askfinancial.com/-- specializes in
avoidance claim analysis and recovery of preferences, fraudulent
transfers and accounts receivable for bankrupt companies or their
successors; collection services for non-bankrupt companies,
including secured creditors and commercial credit grantors; and
the purchase of judgments, notes, contract rights and royalty
streams from bankruptcy estates.

Headquartered in Long Island City, New York, Norstan Apparel Shops
Inc. dba Fashion Cents, operates 229 retail stores selling
women's budget-priced apparel.  The stores are located in 24
states throughout the Midwestern, Midsouthern, Mid-Atlantic and
southeastern regions of the United States.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 8, 2005
(Bankr. E.D.N.Y. Case No. 05-15265).  Merritt A. Pardini, Esq.,
and Jeff J. Friedman, Esq., at Katten Muchin Zavis Rosenman
represent the Debtors in their restructuring efforts.  Jay R.
Indyke. Esq., at Kronish Lieb Weiner & Hellman LLP represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they listed total assets of
$19,637,000 and total debts of $44,776,000.


NORTEL NETWORKS: Board Declares Dividend on Preferred Shares
------------------------------------------------------------
The board of directors of Nortel Networks Limited has declared a
dividend on each of the outstanding Cumulative Redeemable Class A
Preferred Shares Series 5 and the outstanding Non-cumulative
Redeemable Class A Preferred Shares Series 7.

The dividend amount for each series is calculated in accordance
with the terms and conditions applicable to each respective
series, as set out in the Company's articles.  The annual dividend
rate for each series floats in relation to changes in the average
of the prime rate of Royal Bank of Canada and The Toronto-Dominion
Bank during the preceding month and is adjusted on a monthly basis
by an adjustment factor, based on the weighted average daily
trading price of each of the series for the preceding month.  The
maximum monthly adjustment for changes in the weighted average
daily trading price of each of the series will be plus or minus 4%
of Prime.  The annual floating dividend rate applicable for a
month will in no event be less than 50% of Prime or greater than
Prime. The dividend on each series is payable on Nov. 13, 2006 to
shareholders of record of the series at the close of business on
Oct. 31, 2006.

Headquartered in Ontario, Canada, Nortel Networks Corporation
(NYSE/TSX: NT) -- http://www.nortel.com/-- delivers technology  
solutions encompassing end-to-end broadband, Voice over IP,
multimedia services and applications, and wireless broadband
designed to help people solve the world's greatest challenges.
Nortel does business in more than 150 countries.

                        *    *    *

As reported in the Troubled Company Reporter on July 10, 2006,
Dominion Bond Rating Service confirmed the long-term ratings of
Nortel Networks Capital Corporation, Nortel Networks Corporation,
and Nortel Networks Limited at B (low) along with the preferred
share ratings of Nortel Networks Limited at Pfd-5 (low).  All
trends are Stable.

DBRS confirmed B (low) Stb Senior Unsecured Notes; B (low) Stb
Convertible Notes; B (low) Stb Notes & Long-Term Senior Debt;
Pfd-5 (low) Stb Class A, Redeemable Preferred Shares; and Pfd-5
(low) Stb Class A, Non-Cumulative Redeemable Preferred Shares.

As reported in the Troubled Company Reporter on June 20, 2006,
Moody's Investors Service affirmed the B3 corporate family rating
of Nortel; assigned a B3 rating to the proposed US$2 billion
senior note issue; downgraded the US$200 million 6.875% Senior
Notes due 2023 and revised the outlook to stable from negative.

Standard & Poor's also affirmed its 'B-' long-term and 'B-2'
short-term corporate credit ratings on the company, and assigned
its 'B-' senior unsecured debt rating to the company's proposed
$2 billion notes.  The outlook is stable.


NORTHWEST AIRLINES: Claims Objection Protocol Draws Fire
--------------------------------------------------------
Northwest Airlines, Inc., and its debtor-affiliates asked the
United States Bankruptcy Court for the Southern District of New
York establish procedures for filing omnibus objections to proofs
of claim filed in their Chapter 11 cases, the Troubled Company
Reporter reported on Sept. 1, 2006.

Various parties-in-interest, including airport authorities and
aircraft creditors, delivered to the Court their objections to
the Debtors' proposed procedures for filing omnibus objections to
proofs of claim and settling disputed claims:

   (a) City of Billings, Montana, owner and operator of Billings
       Logan International Airport;

   (b) Sacramento County, a political subdivision of the State of
       California, and owner and operator of an airport system at
       Sacramento International Airport;

   (c) the City and County of San Francisco, owner and operator
       of an airport system at San Francisco International
       Airport;

   (d) Memphis-Shelby County Airport Authority;

   (e) a consortium of airports, namely, Metropolitan Washington
       Airports Authority, Lehigh Valley-Northampton Airport
       Authority, City of Phoenix, Clark County (Las Vegas)
       Nevada, City of Baton Rouge, Burlington Airport
       Commission, John Wayne Airport, Tucson Airport Authority,
       Austin-Bergstrom International Airport, Sarasota-Manatee
       Airport Authority, Albany International Airport,
       Metropolitan Airport Authority of Rock Island County, IL,
       Capital Region Airport Authority (Lansing, MI), Norfolk
       Airport Authority, Columbus Regional Airport Authority,
       Port of Portland, Lee County Airport Authority and Kent
       County Department of Aeronautics (Grand Rapids, MI);

   (f) General Foods Credit Corporation;

   (g) the NWA Aircraft Finance Group, a group of parties-in-
       interest, each a party to one or more financial or leasing
       transactions with the Debtors pursuant to certain
       operative agreements, which transactions are secured by a
       lien or other interest in, or leases of certain aircraft;
       and

   (h) certain aircraft creditors, namely, MBIA Insurance
       Company, Bank of America, Transamerica Aviation LLC and TA
       Air VII, Goldman Sachs Credit Partners, Credit Industriel
       et Commercial, DVB Bank AG, Halifax Bank plc, The Governor
       and Company of the Bank of Scotland, Bayerische
       Landesbank, HSH Nordbank AG, Lloyds Bank PLC, Sumitomo
       Bank, Strategic Value Partners, Wayzata, Bear Stearns
       Investment Products, Inc., GMAC Commercial Credit, LLC,
       Merrill Lynch and Q Aviation.

               Responses to Objection Procedures

Representing Billings, Sacramento and San Francisco, Douglas W.
Jessop, Esq., at Jessop & Company, P.C., in Denver, Colorado,
contends that the Objection Procedures represent a significant
burden on the claimants in general, but will have an even greater
burden on government-entity claimants, including the Aircraft
Authorities.  If granted, the Claims Procedures Motion will
impose a series of limitations on a claimant's rights, including:

     (i) increased burdens on the claimant;

    (ii) traps that too easily result in the disallowance of a
         claim; and

   (iii) limited discovery rights.

The Debtors, according to Mr. Jessop, dress these due process
limitations in the clothing of efficient use of the Court's time
when in reality the Proposed Procedures are nothing more than a
way for the Debtors to gain a strategic advantage in the claims
objection process.

The Airport Authorities contend that the Debtors' proposed
division of objections into several tiers subjects a claimant to
a different set of procedures and exposed to different ways in
which it can lose its claim.

Moreover, the objecting parties note that the Objection
Procedures:

    -- explicitly require Tier I, II(A), and II(B) claimants to
       include in their Response all documentation and evidence
       that they will use in the claim objection hearing;

    -- fail to provide claimants any opportunity to revise or add
       to their documentation or evidence;

    -- direct a claimant to submit all documents and evidence
       without ever being able to see the full basis for Debtors'
       Claim Objection;

    -- only require the Debtors to generally state the basis for
       the objection to a claim; and

    -- appear to limit a claimant to one witness to defend its
       claim.

Andrew P. DeNatale, Esq., at White & Case LLP, in New York,
counsel for the NWA Aircraft Finance Group, asserts that among
other things, the Objection Procedures impermissibly adjust the
burdens, which normally apply in the claims objection process,
thus affording the Debtors an unfair litigation advantage in the
process.

The objecting parties want the Objection Procedures revised to:

   (1) require any claim objection filed by the Debtors to:

       (a) be noticed to and served on the parties listed as
           notice parties on the Proof of Claim Form filed by the
           claimants;

       (b) include the claim number assigned to the claim by the
           claim agent; and

       (c) include the tail number of the related aircraft, if
           applicable;

   (2) allow both the Debtors and the claimants to determine if
       discovery will be needed to resolve a claim objection, and
       to convert the scheduling hearing to a status conference;

   (3) allow adequate time for claimants of Tier I, II and III
       Objections, after a reply has been filed by the Debtors,
       to prepare for the hearing on those objections;

   (4) not require the claimants to file an additional
       declaration as part of any response to a Tier I or Tier II
       Objection;

   (5) direct the Debtors to prepare a concise statement setting
       forth the basis for any objection; and

   (6) not penalize the claimants for failure to satisfy the
       "meet and confer" requirement for Tier III(a) Objections
       caused by the Debtors' unavailability.

              Objections to Settlement Procedures

Mr. DeNatale notes that the proposed Settlement Procedures do not
require the Debtors to obtain Court approval for any settlement
agreement unless the Official Committee of Unsecured Creditors
objects or the Debtors, in their sole discretion, choose.  Those
unlimited rights are not customary and impair a creditor's
ability to weigh in on matters that may impact the Debtors'
restructuring, he argues.

NWA Aircraft Finance Group and General Foods propose that the
Settlement Procedures be modified to direct the Debtors to
provide notice of any settlement agreement affecting a particular
aircraft to all parties with an interest in that aircraft,
regardless of whether or not they are parties to the settlement
agreement, so that all parties-in-interest to the aircraft have
the ability to review the settlement agreement's terms and to
object, if necessary.

The NWA Aircraft Finance Group also proposes that the Settlement
Procedures provide a cap of $10,000,000 over which the Court
should be required to approve all settlement agreements.

According to Mr. DeNatale, at a minimum, the Debtors should file
a notice of entry into each settlement agreement on the Court's
docket, even if no objection rights are related to it, so as to
make the information available to all creditors, as well as to
the public at large.

                  Debtors Address Objections

The Debtors have determined that it is in the best interest of
their estates and interested parties to clarify and modify
certain provisions of the Objection Procedures:

     * The claimants need only submit declarations in support of
       factual allegations contained in their Response;

     * To the extent a claimant's reply raises solely legal
       issues, no declaration is required;

     * There is no provision allowing only one witness per
       claimant;

     * The Objection Procedures do not reference claims
       estimation issues pursuant to Section 502(c) of the
       Bankruptcy Code, and the Objection Procedures were clearly
       not intended to address estimation;

     * Nothing in the Objection Procedures limits, alters or
       modifies any claimant's otherwise existing rights with
       respect to discovery, provided that nothing in the
       Objection Procedures expands those rights, if any;

     * Objections with respect to a particular claim will be
       served on any parties whose contact information appears on
       the first page of the proof of claim;

     * Exhibits attached to each Objection Notice will identify
       the claim number and claimants who filed the claim.  The
       exhibit for each Tier I Objection will include the name of
       claimant, identify the duplicate or amended claims to be
       expunged, and the claim that will survive the Tier I
       Objection.  The exhibit for each Tier II Objection will
       include the name of the claimant, claim number, and the
       claim amount, as well as identify the basis (or bases) for
       the objection; and

     * Where an objection involves a claim relating to an
       aircraft, and the claimant inserted the applicable tail
       number in the space provided in the Debtors' tailored
       proof of claim form, the exhibit to the Objection will
       reference that tail number.

Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP, in
New York, asserts that the remaining objections should be denied.  
He notes that:

    -- The Court's Bar Date Order explicitly provided that the
       individual to receive service of papers related to the
       proof of claim was to execute the proof of claim form.
       There is no justification for imposing on the Debtors the
       expense and burden of requiring the estates to review each
       claim addendum and exhibits to harvest additional notice
       parties, especially because there is no standard form of
       claim addendum;

    -- The provisions requiring claimants to include in the
       Response all documentation and evidence that they will use
       in the claim objection hearing is necessary, reasonable
       and consistent with the Court's Bar Date Order as well as
       the form of bar date order approved by General Order
       M-279.  These orders require a Claimant to include with
       its proof of claim the supporting documentation or an
       explanation as to why the documentation is not available;

    -- The Objection Procedures expand creditors' applicable
       notice rights by providing a minimum of 40 days from the
       date of service of an objection to the date of hearing on
       that objection.  Rule 3007 of the Federal Rules of
       Bankruptcy Procedures requires only 30 days;

    -- Requiring the parties to meet and confer before the status
       conference on the Tier III(A) objections is necessary to
       allow the parties to negotiate the required scheduling
       order.  Moreover, the meeting may appreciably affect the
       ability of the Debtors to consensually resolve claims;

    -- By filing their proofs of claim with the Court, the
       claimants have consented to the Court's jurisdiction.
       Requiring appearances at hearings on claim objections is
       consistent with that consent and necessary in order that
       the parties may argue the respective merits of their
       positions.  The Debtors take no position with respect to
       telephonic appearances, but reserve the right to object to
       those telephonic appearances as circumstances warrant.
       With respect to status conferences, the Objection
       Procedures clearly state that the claimant's appearance is
       unnecessary if the parties have agreed to a scheduling
       order;

    -- Requiring the Debtors to provide a statement elaborating
       on grounds for objection to each and every claim and
       documentation pertinent to it would effectively cripple
       the ability of the Debtors and their professionals to
       respond to any other pressing issues in the Chapter 11
       cases; and

    -- The Objection Procedures do not attempt to address each
       and every possible permutation of events.  The Objection
       Procedures are not self-effectuating, and the Court
       retains the ultimate authority over both the resolution of
       disputed claims and disputes over the Objection
       Procedures.

The Debtors also modify their proposed Settlement Procedures to
provide that if the Debtors settle claims relating to an aircraft
that was the subject of a leveraged lease transaction, they will
serve notice of that Settlement Agreement on the prepetition
owner participant, owner trustee and indenture trustee with
respect to the affected aircraft.  The notice will identify the
claim number, tail number and the claimant, but the Debtors
reserve the right not to disclose the specific terms of
settlement.  The notice will also be filed on the Debtors' Court
docket.  The Settlement Agreement will not become effective until
any objections to it are resolved by agreement between the
parties or further Court order.

Mr. Ellenberg further explains that, unless otherwise ordered by
the Court, the Debtors will provide notice of Settlement
Agreements that provide for an allowed claim in excess of
$20,000,000.  The Debtors will serve settlement stipulations
allowing claims in excess of $20,000,000 on the Master Service
List and file them on the docket of the Debtors' cases with a
notice of presentment.  The Debtors reserve the right to redact
specific settlement terms or file the agreement under seal.  The
Settlement Agreement will not become effective until any
objections are resolved by agreement between the parties or
further Court order.

Accordingly, the Debtors ask the Court to overrule the objections
to the Objection and Settlement Procedures.

                 About Northwest Airlines

Northwest Airlines Corp. (OTC: NWACQ) -- http://www.nwa.com/   
-- is the world's fourth largest airline with hubs at Detroit,
Minneapolis/St. Paul, Memphis, Tokyo and Amsterdam, and
approximately 1,400 daily departures.  Northwest is a member of
SkyTeam, an airline alliance that offers customers one of the
world's most extensive global networks.  Northwest and its travel
partners serve more than 900 cities in excess of 160 countries on
six continents.  The Company and 12 affiliates filed for chapter
11 protection on Sept. 14, 2005 (Bankr. S.D.N.Y. Lead Case No.
05-17930).  Bruce R. Zirinsky, Esq., and Gregory M. Petrick, Esq.,
at Cadwalader, Wickersham & Taft LLP in New York, and Mark C.
Ellenberg, Esq., at Cadwalader, Wickersham & Taft LLP in
Washington represent the Debtors in their restructuring efforts.
The Official Committee of Unsecured Creditors has retained Akin
Gump Strauss Hauer & Feld LLP as its bankruptcy counsel in the
Debtors' chapter 11 cases.  When the Debtors filed for protection
from their creditors, they listed $14.4 billion in total assets
and $17.9 billion in total debts.  (Northwest Airlines Bankruptcy
News, Issue No. 38; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


OPEN TEXT: Earns $5 Million in Fiscal 2006
------------------------------------------
Open Text Corporation generated $409.6 million of total revenue
for the fiscal year ended June 30, 2006, compared to
$414.8 million for the previous fiscal year.  

Net income for fiscal year 2006 in accordance with US GAAP was
$5 million, compared to the prior fiscal year's net income of
$20.4 million.  Adjusted net income for fiscal year 2006 was
$50.8 million, compared to adjusted net income for the previous
fiscal year of $39.1 million.

Total revenue for the fourth quarter was $105.2 million, compared
to $109.4 million for the same period in the prior fiscal year.
Adjusted net income in the quarter was $15.4 million, compared to
$9 million for the same period in the prior fiscal year.  Net
income in accordance with U.S. GAAP was $7.8 million, compared to
$5 million for the same period in the prior fiscal year.

"During fiscal 2006 we achieved our profitability targets," stated
John Shackleton, President and CEO of Open Text Corporation.  "We
restructured the organization, rationalized our product offerings
and have strengthened the executive team with our new Chief
Financial Officer and Executive Vice President of Global Sales and
Services."

The cash, cash equivalents and short-term investments balance as
of June 30, 2006 was $107.4 million.  Accounts receivable as of
June 30, 2006, totaled $75 million, compared to $81.9 million as
of June 30, 2005, and Days Sales Outstanding was 64 days in the
fourth quarter of fiscal 2006, compared to 67 days in the fourth
quarter of fiscal 2005.

Operating cash flow in the fourth quarter of fiscal 2006 was
$15.4 million compared to $10.5 million in the fourth quarter of
the prior fiscal year.  For the full 2006 fiscal year, Open Text
generated $60.8 million in cash flow from operations compared to
$57.3 million in fiscal 2005.

During the fourth quarter the Company purchased approximately
765,000 common shares of Hummingbird Ltd. at a total cost of
approximately $21 million.  "Our market is consolidating and the
addition of Hummingbird will bring us the size and vertical
solutions expertise to strengthen our position as the largest
independent global ECM vendor," said John Shackleton.

                           Guidance

For the first quarter of fiscal 2007 (ending on Sept. 30, 2006),
the Company estimates revenue will be in the range of $93 million
to $101 million with adjusted EPS of approximately $0.17 to $0.27.

                        About Open Text

Open Text Corp -- http://www.opentext.com/-- provides Enterprise  
Content Management solutions that bring together people, processes
and information in global organizations.  The company supports
approximately 20 million seats across 13,000 deployments in 114
countries and 12 languages worldwide.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 12, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' long-term
corporate credit rating to 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.


ORIUS CORP: Seeks Short Extension of Exclusive Plan-Filing Period
-----------------------------------------------------------------
Orius Corp. and its debtor-affiliates are requesting for a brief
extension of their exclusive periods to file a Plan of
Reorganization and solicit acceptances of that Plan.  

The Debtors exclusive plan-filing period expired on Sept. 14,
2006.  They are asking the U.S. Bankruptcy Court for the Northern
District of Illinois for 14 additional days, or until Sept. 28,
2006, to file a Plan and until Nov. 29, 2006 to solicit plan
acceptances.  The Court conducted a hearing on the Debtors'
request on Sept. 14 and will continue this hearing at a status
conference scheduled on Oct. 5, 2006, at 10:30 a.m.

In a motion filed on Sept. 12, the Debtors told the Court that
they need the extension in order to conclude negotiations for a
consensual Plan with the agent for their secured lenders and the
Official Committee of Unsecured Creditors.  They said the
additional 14 days will allow the parties to agree on all the
terms and conditions of the Plan.

Headquartered in Barrington, Illinois, Orius Corp. --
http://www.oriuscorp.com/-- is a nationwide provider of      
construction, deployment and maintenance services to customers
operating within the telecommunications; broadband; gas and
electric utilities; and government industries.  The Company and
its affiliates filed for chapter 11 protection on Dec. 12, 2005
(Bankr. N.D. Ill. Case No. 05-63876).  Aaron C. Smith, Esq., and
Folarin S. Dosunmu, Esq., at Lord, Bissell & Brook LLP represent
the Debtors in their restructuring efforts.  Aaron L. Hammer,
Esq., Joji Takada, Esq., Thomas R. Fawkes, Esq., at Freeborn &
Peters LLP, represent the Official Committee of Unsecured
Creditors.  When the Debtors filed for protection from their
creditors, they listed estimated assets of $10 million to
$50 million and estimated debts of $50 million to $100 million.


PEABODY ENERGY: Completes New $2.75 Billion Senior Credit Facility
------------------------------------------------------------------
Peabody Energy completed its financing of a new senior credit
facility on an unsecured basis.  The facility includes $1.8
billion in revolving credit and a $950 million Term Loan A.

"Peabody is replacing its existing secured credit facility with a
substantially larger unsecured facility, to provide the company
with greater financial flexibility to pursue its growth
strategies," Richard A. Navarre, chief financial officer and
executive vice president of Business Development, said.  "This new
facility reflects our financial strength and the confidence of the
credit markets in Peabody."

The new facility will be used in part to fund the Company's
planned acquisition of Excel Coal, which is on track for
completion in October.  Bank of America and Citigroup served as
lead arrangers for the new credit facility.

Headquartered in St. Louis, Missouri, Peabody Energy Corp.,
(NYSE: BTU) -- http://www.peabodyenergy.com/-- is the world's  
largest private-sector coal company, with 2005 sales of 240
million tons of coal and U.S.$4.6 billion in revenues.  Its coal
products fuel 10% of all U.S. and 3% of worldwide electricity.

                         *     *     *

As reported in the Troubled Company Reporter on Sept. 15, 2006
Standard & Poor's Rating Services assigned its 'BB' rating to
Peabody Energy Corp.'s proposed $2.75 billion of senior unsecured
credit facilities, consisting of a $1.8 billion revolving credit
facility and $950 million Term Loan A.  The rating outlook is
stable.

As reported in the Troubled Company Reporter on Sept. 14, 2006
Moody's Investors Service assigned a Ba1 senior unsecured rating
to Peabody Energy Corporation's $1.8 billion Revolving Credit
Facility and $950 million Term Loan A.  At the same time, Moody's
raised the senior unsecured rating on the company's existing
senior unsecured notes to Ba1 from Ba2.  Moody's also affirmed
Peabody's Ba1 corporate family rating and its SGL-1 Speculative
Grade Liquidity rating.  The rating outlook remains negative.


PELTS & SKINS: Wants Until Nov. 12 to Make Lease-Related Decisions
------------------------------------------------------------------
Pelts & Skins LLC and its debtor-affiliate, PS Chez Sidney, LLC,
ask the U.S. Bankruptcy Court for the Easter District of Louisiana
to extend, until Nov. 12, 2006, the period in which it can elect
to assume, assume and assign, or reject unexpired non-residential
real property leases.

The Debtors tell the Court that due to the size and complexity of
their chapter 11 cases and the importance of the leases to their
continued operations, the 120-day statutory period will not
provide them with the sufficient time to appraise each lease's
value to a plan of reorganization.

Headquartered in Covington, Louisiana, Pelts & Skins, L.L.C. --
http://www.pelts.com/-- produces, processes, and sells alligator  
skins to tanneries throughout the United States.  The Company's
subsidiary, PS Chez Sidney, LLC, distributes alligator meat
packaged as Chef Penny's brand.  The Company and its subsidiary
filed for chapter 11 protection on Aug. 1, 2006 (Bankr. E.D. La.
Case No. 06-10742).  Douglas S. Draper, Esq., at Heller, Draper,
Hayden, Patrick & Horn, L.L.C., represents the Debtor.  When the
Debtors filed for protection from their creditors, they estimated
assets and debts between $10 million and $50 million.


PLAINS EXPLORATION: Sells Two Deepwater Discoveries to Statoil
--------------------------------------------------------------
Plains Exploration & Production will sell its working interests in
two Gulf of Mexico deepwater discoveries and one exploration
prospect to a subsidiary Statoil ASA for $700 million, The
Street.com reports.

The selling of two deepwater discoveries, Big Foot and Caesar, and
one exploration prospect Big Foot North, involving a total of four
deepwater lease blocks, Green Canyon blocks 683 and 952 and Walker
Ridge blocks 28 and 29, is expected to close in early November.

According to the news, the deal will provide the Norway-based
Statoil a 17.5% interest in Shell-operated Caesar discovery; a
12.5% interest in the Chevron-operated Big Foot discovery; and a
12.5% interest in the Chevron-operated Big Foot North prospect.

Plains Exploration, which intends to use the sale proceeds to
complete the remaining $400 million of its authorized buyback as
well as to pay its own debt, has granted Statoil a right of first
negotiation for acquiring other deepwater Gulf assets going
forward.

                         About Statoil ASA

Statoil ASA, -- http://www.statoil.com/-- an integrated oil and  
gas company, engages in the exploration, development, production,
transportation, refining, and marketing of oil and natural gas in
Norway and internationally.  It operates in four segments:
Exploration and Production Norway, International Exploration and
Production, Natural Gas, and Manufacturing and Marketing.

                      About Plains Exploration

Headquartered in Houston, Texas, Plains Exploration & Production
(NYSE: PXP) -- http://www.plainsxp.com/-- is an independent oil  
and gas company primarily engaged in the upstream activities of
acquiring, exploiting, developing and producing oil and gas in its
core areas of operation: onshore and offshore California, West
Texas and the Gulf Coast region of the United States.

                         *     *     *

Standard & Poor's Ratings Services held its 'BB' corporate credit
rating on Plains Exploration & Production Co. on CreditWatch with
negative implications in May 2006.

Moody's Investors Service placed Plains Exploration & Production's
ratings under review for downgrade in April 2006.  Plains
Exploration holds Moody's Ba2 Corporate Family Rating.  The
Company's senior unsecured debt holds Moody's Ba2 rating; and
senior subordinated debt a Ba3 rating.


PRESIDENT CASINOS: Unit Files Second Amended Disclosure Statement
-----------------------------------------------------------------
President Riverboat Casino-Missouri, Inc., filed a Second Amended
Disclosure Statement with the U.S. Bankruptcy Court for the
Eastern District of Missouri in St. Louis explaining its Second
Amended Plan of Reorganization for President Casinos, Inc., and
its debtor-affiliates.

                        Summary of the Plan

President Casinos and President Riverboat have agreed, with the
prior approval of the Bankruptcy Court, that the stock of
President Riverboat (which is 100% owned by PCI) will be sold to
Pinnacle Entertainment, Inc., for $31,500,000 under the PRC-MO
Stock Sale Agreement.

A Distribution Trust will be created under the Plan to hold
President Riverboat's share of the net proceeds of the sale of its
stock and the Excluded Assets not purchased by Pinnacle
Entertainment.  The Trustee will oversee the distribution of the
Trust to the holders of Allowed Claims and Interests.

The Distribution Trustee will be empowered to pursue causes of
action on behalf of President Riverboat and its tax refunds as
permitted under Section 1123(b)(3)(B) of the Bankruptcy Code.

After paying Debtor-affiliates, President Riverboat believes that
the net proceeds due it, together with the anticipated net
proceeds from the liquidation of the applicable Excluded Assets,
will enable the payment in full of all Allowed Administrative
Expenses and Allowed Claims in Classes 1, 2, 3, 4, and 6 in the
Plan.

                        Treatment of Claims

Holders of Allowed Administrative Expense Claims will be paid in
cash equal to the unpaid portion of that claim on the later of the
effective date, as soon as practicable, the date the Trustee is
obligated to pay, or the date agreed upon by the holder and the
Trustee.

All Statutory Fees under Section 1930 of the Judiciary and
Judicial Procedure Code will be paid from the Distribution Trust
as soon as practical after the effective date and through the
entry of a final decree closing the Debtors' chapter 11 cases.

Holders of Priority Tax Claims will be entitled to receive cash in
full satisfaction of its claims during a period not to exceed six
years plus simple interest on any outstanding balance.

Holders of Allowed Class 1 Other Priority Claims will receive an
amount equal to their claims on the later of the effective date or
as soon as practicable or on the 15th business day of the first
month following the month in which the claim becomes allowed.

Holders of Class 2 12% Note Secured Claims and the Official
Committee of Unsecured Creditors will fix an aggregate amount for
Class 2 no later than the confirmation date.  If the Class 2
Holders and the Committee cannot agree then the Bankruptcy Court
will determine the amount pursuant to Section 506(a) of the
Bankruptcy Code.  Holders will be paid their pro rata share of the
agreed or determined amount.

On the later of the effective date or on the 15th business day of
the first month following the month in which the claim becomes
allowed, holders of Class 3 Other Secured Claims will receive:

   a. the payment of the holder's allowed Class 3 claim in full;

   b. the sale or proceeds of the property securing the allowed
      Class 3 claim;

   c. the property securing the allowed Class 3 claim; or

   d. any other distribution necessary to satisfy the requirements
      for allowed Class 3 claim to be reinstated or rendered
      unimpaired under Section 1124 of the Bankruptcy Code.

Holders of Class 4 Unsecured Claims will receive payment in an
amount equal to its allowed claim on the later of the effective
date or on the 15th business day of the first month following the
month in which the claim becomes allowed.

Holders of Class 5 Unsecured 12% Note Claims amounting to
$21,334,699 and 13% Note Claims amounting to $66,309,562 will be
paid on a pro rata basis after the payment in full of allowed
claims in Classes 1, 2, 3, 4, and 6.

Holders of Class 6 Special Intercompany Claims will receive an
amount equal to the unpaid portion of such holder's claim on the
effective date or other date that the holder and the Trustee
agreed upon.

Holders of Class 7 Other Intercompany Claims will not receive
anything.

Holders of Class 8 Equity Interests will receive any remaining
cash in the Trust after the full payment of Classes 1 to 6.

A full-text copy of President Riverboat's Second Amended
Disclosure Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060918224003

                     About President Casinos

Headquartered in St. Louis, Missouri, President Casinos Inc. --
http://www.presidentcasino.com/-- currently owns and operates a   
dockside gaming casino in St. Louis, Missouri through its wholly
owned subsidiary, President Missouri.  The Debtor filed for
chapter 11 protection on June 20, 2002 (Bankr. S.D. Miss. Case No.
02-53055).  On July 11, 2002, substantially all of Debtor's other
operating subsidiaries filed for chapter 11 protection in the same
Court.  The Honorable Judge Edward Gaines ordered the transfer of
President Casino's chapter 11 cases from Mississippi to Missouri.
The case was reopened on Nov. 5, 2002 (Bankr. E.D. Mo. Case No.
02-53005).  Brian Wade Hockett, Esq., at Hockett Thompson Coburn
LLP, represents the Debtors in their restructuring efforts.  David
A. Warfield, Esq., at Blackwell Sanders Peper Martin LLP,
represents the Official Committee of Unsecured Creditors.


PROBE MANUFACTURING: June 30 Balance Sheet Upside-Down by $851,169
------------------------------------------------------------------
Probe Manufacturing, Inc., filed its financial statements
for the  months ended June 30, 2006, with the Securities and
Exchange Commission.

The Company reported a $55,135 net income on $2,715,600 of sales
for the three months ended June 30, 2006.

At June 30, 2006, the Company's balance sheet showed $2,805,974
in total assets and $3,657,143 in total liabilities resulting in
$851,169 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2,505,181 in total current assets available to pay
$2,533,714 in total current liabilities coming due within the next
12 months.

A full-text copy of the regulatory filing is available for free
at http://ResearchArchives.com/t/s?11c5

                        Going Concern Doubt

Jaspers + Hall, PC, in Denver, Colorado, raised substantial
doubt about Probe Manufacturing's Inability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2005.  The auditor pointed
to the Company's recurring losses from operations and its
difficulties in generating sufficient cash flow to meet its
obligations.

                            About Probe

Based in Costa Mesa, California, Probe Manufacturing manufactures
electronic equipment to industrial, automotive, semiconductor,
medical, communication, and military industries.  It also offers
engineering, supply chain management, and manufacturing services.


PUREBEAUTY INC: Expands Scope of Alvarez & Marsals' Retention
-------------------------------------------------------------
PureBeauty, Inc. and its debtor-affiliates have filed a second
supplemental application intended to expand the scope of Alvarez &
Marsal, LLC's retention to include the provision of tax-related
services.

The U.S. Bankruptcy Court for the Central District of California
in San Fernando Valley originally authorized the Debtors to retain
A&M as financial advisor.  Following the sale of substantially all
of the Debtor's assets and the resignation of their chief
executive officer and chief financial officer, A&M provided
personnel to oversee the post sale administration and liquidation
of the Debtors' estate.  Beginning June 2006, A&M's Steven G.
Varner has acted as chief restructuring officer and Sven Johnson
has served as chief financial officer for the Debtors.

The Debtors want to further employ A&M in connection with the
preparation of limited tax-related services.  The firm's
additional responsibilities will include the:

     a) analysis and review of sale and use tax audit assessments
        presented by the States of California and Texas;

     b) preparation and analysis of documents responsive to
        California and Texas sales and use tax audit assessments;

     c) representation of the Debtors in dispute resolution
        conferences, as appropriate; and

     d) analysis and representation with regards to additional  
        tax related matters that may arise.

The A&M professionals expected to render the additional services
and their hourly rates are:

       Professional         Designation           Hourly Rate
       ------------         -----------           -----------
       Carolyn Cambell      Managing Director        $515   
       James Meyer          Analyst                  $225

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


PUREBEAUTY INC: Taps Snyder Jacobs as Accountant and Auditor
------------------------------------------------------------
PureBeauty, Inc., and its debtor-affiliates ask the United States
Bankruptcy Court for the Central District of California in San
Fernando Valley for permission to employ Rose, Snyder & Jacobs as
their accountant and auditor, nunc pro tunc to June 1, 2006.

The Debtors wish to employ Rose Snyder as their accountant and
auditor pursuant to the terms and conditions of a June 28, 2006,
engagement agreement.  Under the agreement, Rose Snyder will:

     a) prepare the Debtors' federal and state income tax returns,
        including requisite Delaware filings, for the years ending
        Jan. 31, 2005 and Jan. 31, 2006, as well as the final
        return for the period ending approximately May 31, 2006;
        and

     b) audit the Debtors' 401(k) plan for the 2004, 2005, and
        2006 fiscal years.

The current hourly rates for Rose Snyder's professionals range
from $350 for Partners to $110 for Staff.   Fees for the tax
return preparation services are estimated to cost between $21,000
and $24,000 while fees for the 401(k) audit will be approximately
$25,000.

Mark Chapman, a partner at Rose Snyder, assures the Court that his
firm and all of the professionals employed by it are disinterested
persons and do not hold or represent an interest adverse to the
estate.

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


RAPTOR NETWORKS: Incurs $1.4 Mil. Net Loss in 2006 Second Quarter  
-----------------------------------------------------------------
Raptor Networks Technology, Inc.,  reported a $1,487,593, net loss
for the three months ended June 30, 2006, as compared to a
$2,546,105 net loss for the same period in 2005.

During the three months ended June 30, 2006, the Company generated
$204,969 in revenues compared to $96,000 for the comparable period
of 2005.  During the six months period ending June 30, 2006, the
Company achieved a revenue level of $387,264, which substantially
exceeded the $111,000 of revenues realized during the same period
of 2005.

The Company's balance sheet at June 30, 2006, showed $2,304,662 in
total assets, and $2,633,440 in total liabilities, resulting in a
$328,778 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?11c3

                      Going Concern Doubt  

Comiskey & Company, PC, expressed substantial doubt about Raptor
Networks' 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 accumulated losses from operations and lack of
significant product sales.

                      About Raptor Networks

Raptor Networks Technology, Inc. -- http://www.raptor-
networks.com/ -- developed the world's first distributed network
switching architectures that benefit networks that provide newer
latency-sensitive services such as video, VOIP, high speed storage
and the like.  This patent-pending Distributed Network Switching
Technology blurs the distinction between core switching and edge
switching, enabling network build outs and performance upgrades of
traditional chassis-based installations in a highly cost effective
manner.


REFCO INC: Files Chapter 11 Reorganization Plan in New York
-----------------------------------------------------------
Refco, Inc., and 25 of its subsidiaries, along with Marc S.
Kirschner, the Chapter 11 Trustee for the estate of Refco Capital
Markets, Ltd., delivered a Chapter 11 plan of reorganization and
accompanying Disclosure Statement to the U.S. Bankruptcy Court for
the Southern District of New York on Sept. 14, 2006.

The Plan is premised on a consensual pooling of assets and
liabilities of the Debtors, excluding Refco F/X Associates, LLC,
solely to implement the settlements and compromises reached by the
primary constituencies in the Chapter 11 cases, including:

   -- the Debtors;

   -- the RCM Trustee;

   -- the Official Committee of Unsecured Creditors and the
      Additional Committee of Unsecured Creditors;

   -- the Secured Lenders under the Credit Agreement, dated
      August 5, 2004, entered into by Refco Group Limited, Ltd.;
      and

   -- the holders of the 9% Senior Subordinated Notes due 2012
      issued by RGL and Refco Finance Inc.

On the Plan Effective Date, each of the Affiliate Debtors, except
FXA, will be deemed to have merged with and into Refco, Inc., with
Refco, Inc., as the surviving entity.

All non-Debtor Refco Entities will be wound up and dissolved as
soon as practicable and all available cash, after appropriate
wind-up activities, will be distributed to RCM, the Debtors, and
Refco, LLC, on account of intercompany balances or equity
dividends, where applicable.

                      Plan Administrator &
                   Creation of Litigation Trust

Refco, Inc., and FXA will continue to exist for the limited
purposes of liquidating all of the assets of the Estates, and
making Distributions in accordance with the Plan.  A Plan
Administrator will be appointed to serve as sole officer and
director or manager, as applicable, of each of the Reorganized
Debtors.

A Litigation Trust will be established to pursue claims any Debtor
or RCM may hold pursuant to Sections 547, 550 and 749 of the
Bankruptcy Code.  The Plan Administrator will serve as trustee of
the Litigation Trust.

The Committees will be dissolved on the Effective Date.  A Plan
Committee will be created, which will have ultimate supervisory
authority over the Plan Administrator.

The Litigation Trust will be structured to provide for a senior
Tranche A and a junior Tranche B.  No Distributions of Litigation
Trust Interests will be made in respect of Tranche B until Tranche
A has been fully and indefeasibly paid.

The Litigation Trustee may establish further separate sub-
Tranches, as necessary.

Beneficiaries of Tranche A Litigation Trust Interests will be:

   1. the RCM Estate;

   2. Holders of General Unsecured Claims against the Chapter 11
      Debtors, except FXA; and

   3. Holders of General Unsecured Claims against FXA.

Holders of Subordinated Claims against the Chapter 11 Debtors,
except FXA, will receive their pro rata share of the Litigation
Trust Proceeds -- Tranche B Litigation Trust Preferred Interests
-- after the beneficiaries of the Tranche A Litigation Trust
Interests have been paid in full.

Holders of Old Equity Interests in the Chapter 11 Debtors, except
FXA, will receive their pro rata share of the Litigation Trust
Proceeds -- Tranche B Litigation Trust Common Interests -- after
the beneficiaries of the Tranche B Litigation Trust Preferred
Interests have been paid in full, to the extent the Old Equity
Interest Holders elect not to receive 10% of any recovery from
claims to be brought by the Litigation Trust against underwriters
of the August 2005 initial public offering.

                   Settlements Embodied in Plan

The cornerstone of the Debtors' Plan of Reorganization is a series
of interdependent settlements and compromises of various debtor-
creditor, inter-debtor, and inter-creditor disputes.  The
Settlements are reflected in the relative recoveries of the
various creditor groups under the Plan and are designed to achieve
a global, consensual resolution of the Chapter 11 cases.

The Disputes being resolved by the Settlements include:

   1. RCM Dispute

      Whether certain property held by or on behalf of RCM
      constitutes property of the RCM Estate; whether RCM is a
      "stockbroker" as defined in Section 101(53A) of the
      Bankruptcy Code, and the members of the Moving Customer
      Group Members and certain parties are "customers" of RCM as
      defined in Section 741(2); whether RCM's Chapter 11 case is
      required to be converted to a case under Chapter 7 because
      RCM is not eligible to be a debtor under Chapter 11; and
      whether the MCG Members and Joinder Parties are entitled
      under Section 752 to enforce their claims as customers to
      "customer property" as defined in Section 741(4);

   2. RCM Claims Priority Dispute

      Whether the RCM Intercompany Claims rank senior to, junior
      to, or pari passu with the Secured Lender Claims and the
      Senior Subordinated Note Claims as a result of contractual
      subordination or equitable subordination under Section
      510(c);

   3. Fraudulent Conveyance/Obligations Dispute

      Whether (i) the Senior Subordinated Note Claims and (ii)
      the $231,262,500 partial redemption payment made on the
      Senior Subordinated Notes on September 16, 2005, are
      subject to avoidance on the grounds that the bulk of the
      proceeds of the Senior Subordinated Notes was (x) used to
      finance a leveraged recapitalization, and (y) distributed
      to equity holders at a time when the obligors and
      guarantors of the Claims were, or were rendered, insolvent
      or undercapitalized;

   4. Preference Dispute

      Whether the $231,262,500 Notes Redemption Payment, which
      was made within the 90-day period before the Petition
      Date, constitutes a voidable preference under Section
      547(b) and, if so, whether the failure to return the
      payment to the appropriate Debtor's estate warrants
      disallowance of the Senior Subordinated Note Claims under
      Section 502(d) even if the current holders of the Claims
      were not the entities receiving the preferential payments;

   5. Substantive Consolidation Dispute

      Whether and to what extent the Debtors' estates should be
      treated separately or substantively consolidated for
      purposes of determining the rights of, and making payments
      to, holders of Claims;

   6. Intercompany Claims Disputes

      Whether and in what amount Claims asserted between and
      among the Debtors, RCM, and Refco LLC will be allowed; and

   7. Administrative and Priority Claims Dispute

      Whether and to what extent the liability for
      Administrative Claims and Priority Claims asserted against
      the Debtors or RCM will be allocated between and among the
      Debtors and RCM.

                     Releases Under the Plan

On the Effective Date, these parties will be released from all
claims and liabilities with respect to the Debtors or their
cases:

   (i) the Debtors' directors and officers;

  (ii) RCM and the RCM Trustee;

(iii) the Committees and their members;

   (v) the Debtors, except with respect to Intercompany Claims
       allowed pursuant to the Plan;

  (vi) Bank of America, as Agent for the Secured Lender, and the
       Secured Lenders;

(vii) Wells Fargo Bank, N.A., as indenture trustee under the
       Senior Subordinated Note Indenture, and the Holders of the
       Senior Subordinated Notes arising from or related to the
       Senior Subordinated Note Indenture or any related
       guaranties;

(viii) solely with respect to RCM, the Refco Entities; and

  (ix) the Debtors' professionals.

The non-Debtor entities, however, are not released from any
liabilities or obligations to the United States of America or its
agencies or subdivisions.

                      Conversion of RCM Case

The Plan also contemplates that on or prior to the Effective Date,
the RCM Chapter 11 case will be converted to a case under
subchapter III of Chapter 7 of the Bankruptcy Code.  The
Settlement Agreement among the RCM Trustee; the holders of
securities customer claims against RCM; the foreign exchange
customers of RCM; and Leuthold Funds, Inc., and Leuthold
Industrial Metals Fund, L.P., will govern the administration of
the RCM Estate.

Upon conversion, the Plan will constitute a settlement and
compromise of claims between RCM's Chapter 7 estate and the
Debtors.

The Distributions to RCM's creditors will be governed by the terms
of the RCM Settlement Agreement and the Plan in the event that the
RCM Estate does not convert to Chapter 7.

                 Plan Doesn't Apply to Refco LLC

The Plan does not contemplate the disposition of assets and the
resolution of Claims against and Interests in Refco LLC, as those
Claims and Interests are being addressed separately in conjunction
with the administration of Refco LLC's Chapter 7 case.

             Disclosure Statement Hearing on Oct. 16

The Court will convene a hearing on October 16, 2006, at 10:00
a.m. to consider whether the Debtors' Disclosure Statement
contains adequate information within the meaning of Section 1125
of the Bankruptcy Code.  Objections, if any, to the Disclosure
Statement are due October 9.

The Debtors hope to have the Plan confirmed by December 15, 2006.  
The Debtors expect to emerge from bankruptcy by the end of the
year.

The Debtors believe that confirmation of the Plan is not likely to
be followed by liquidation or the need for further financial
reorganization of the Debtors.  The Debtors believe that the Plan
is feasible pursuant to Section 1129(a)(11) of the Bankruptcy
Code.

The Debtors have also determined that the Plan will provide each
holder of a Claim or Interest entitled to vote with an equal or
greater recovery than that holder would have received under a
Chapter 7 liquidation.  The Debtors will present a liquidation
analysis to the Court at a later date to support their contention.

Consequently, the Debtors urge creditors entitled to vote to
accept the Plan.

A full-text copy of Refco's Plan and Disclosure Statement is
available at no charge at http://researcharchives.com/t/s?11d9

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a    
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


REFCO INC: Classification & Treatment of Claims Under the Plan
--------------------------------------------------------------
Refco Inc. and its debtor-affiliates' Plan of Reorganization
separately classifies claims against and interest in:

   * Refco and its 24 affiliates,
   * Refco Capital, Markets, Ltd., and
   * Refco F/X Associates, LLC.

Administrative and priority tax claims against the 25 Debtors,
RCM, and FXA are not classified under the Plan.  Administrative
and priority tax claims will be paid in full in cash.

The Plan groups Claims against and Interest in the 25 Debtors,
except FXA, in eight classes:

Class Designation       Status/Recovery          Voting Rights
----- -----------       ---------------          -------------
  1   Non-Tax Priority  Unimpaired               deemed to accept
         Claims         Paid in full, in cash

  2   Other Secured     Unimpaired               deemed to accept
         Claims         Holder will receive:

                        * payment in full, in
                          cash;

                        * sale or disposition
                          proceeds of property
                          securing any allowed
                          claim to the extent of
                          the lesser of allowed
                          claim amount and value
                          of interest in
                          property; or

                        * surrender to Holder of
                          property securing the
                          claim.

  3   Secured Lender    Impaired                 entitled to vote
      Claims            Holder will receive
                        any other amounts to
                        be paid in an early
                        payment order plus
                        releases under the
                        Plan.
                        
  4   Senior            Impaired                 entitled to vote
         Subordinated   Holder will receive
         Note Claims    its pro rata share of
                        the sum of $331,522,195
                        and $6 million senior
                        subordinated note fees.

  5   General           Impaired                 entitled to vote
         Unsecured      Holder will receive a
         Claims         distribution from the
                        Debtors' distributive
                        assets equal to the
                        sum of $94 million in
                        cash and 50% of Refco
                        Group Ltd., LLC's
                        Interest in Forex
                        Capital Markets, Ltd.

  6   RCM Intercompany  Impaired                 entitled to vote
         Claims         Holder will receive:

                        * the sum of RCM rights
                          distribution;

                        * additional RCM claim;

                        * 50% of RGL-FXCM
                          Distribution; and

                        * allocable share of
                          Tranche A litigation
                          trust Interests.
                          Distribution is
                          subject to an
                          administrative
                          claims adjustment.

  7   Subordinated      Impaired                 entitled to vote
         Claims         Holder will receive
                        pro rate share of
                        Tranche B Litigation
                        Trust Preferred Assets
                        under the Plan.
     
  8   Old Equity        Impaired                 deemed to reject
         Interests      Holder will receive
         Claims         the greater of a pro
                        rata share of:

                        * 10% of an IPO
                          Underwriter Claims
                          Recovery; or

                        * Tranche B Litigation
                          Trust Common Interest
                          under the Plan.

Claims against FXA are grouped in five classes:

Class Designation            Status/Recovery     Voting Rights
----- -----------            ---------------     -------------
  1   FXA Non-Tax Priority   Unimpaired          deemed to accept
         Claims              Paid in full,
                             in cash

  2   FXA Other Secured      Unimpaired          deemed to accept
         Claims              Paid in full,
                             in cash

  3   Secured Lender         Impaired            entitled to vote
         Claims              Paid in any other
                             amounts plus
                             releases
                               
  4   Senior Subordinated    Impaired            entitled to vote
         Note Claims         Holder will waive
                             its claim for the
                             releases

  5   FXA General Unsecured  Impaired            entitled to vote
         Claims              Holder will
                             receive its pro
                             rata share of
                             distribution from
                             FXA's distributive
                             assets, less any
                             amounts paid to
                             FXA Convenience
                             Claimholders.
                               
  6   FXA Convenience        Impaired            entitled to vote
         Claims              Paid in cash equal
                             to 25% of the
                             allowed claim

  7   FXA Subordinated       Impaired            deemed to reject
         Claims              No holder will
                             receive any
                             property or
                             interest.  Claims
                             will be cancelled
                             and extinguished
                             on the Plan's
                             effective date.

RCM's claims are grouped in four classes:

Class Designation       Status/Recovery          Voting Rights
----- -----------       ---------------          -------------
  1   Non-Tax Priority  Unimpaired               deemed to accept
         Claims         Paid in full, in cash

  2   Other Secured     Unimpaired               deemed to accept
         Claims         Paid in full, in cash

  3   RCM FX/Unsecured  Impaired                 entitled to vote
         Claims         Holder will receive a
                        pro rata share of
                        distribution for
                        claimholders under the
                        RCM Settlement and
                        proceeds to RCM from
                        the BAWAG settlement.
                        
  4   RCM Securities    Impaired                 entitled to vote
         Customer       Holder will receive a
         Claims         pro rata share of RCM
                        Securities Customer
                        Claims Distribution and
                        the RCM BAWAG Proceeds.

Distribution on account of RCM claims will be governed by the RCM
Settlement Agreement.

The Debtors' disbursing agent will make distributions only to
holders of allowed claims and interests.  A holder of a disputed
claim or interest will receive a distribution on account thereof
when and to the extent that its Disputed Claim or Disputed
Interest becomes allowed.

Under the Plan, any holder of an Allowed Claim or Interest may
receive any other less favorable distribution or treatment to
which the holder and the 25 Debtors, FXA, the Reorganized Debtors
or the Plan administrator may agree in writing.

J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, in New York, relates that nothing will affect the rights and
defenses of the Debtors and RCM with respect to any Unimpaired
Claims, including all rights on legal and equitable defenses to
setoffs against or recoupments of Unimpaired Claims.

Mr. Milmoe discloses that non-Debtor subsidiary claims will be
classified and treated as general unsecured claims against the
applicable Debtor.  Non-Debtor subsidiary interests will be
treated in accordance with the Plan.

Claims by a Debtor or RCM against another Debtor or RCM are
deemed to be settled and compromised by the provisions of and in
accordance with the Plan, and no distribution will be made on
account of those Clams or Interests.

Mr. Milmoe further states that claims against RCM held by any
Debtor will receive no distribution.  These claims instead are
being released in settlement of all Intercompany Claims asserted
by or against RCM.

Payment of Allowed Administrative Claims, Priority Tax Claims and
Non-Tax Priority Claims of the Debtors and of the RCM Estate will
be allocated such that:

   -- RCM will first provide up to $60,000,000;

   -- the Debtors will next provide up to $120,000,000; and

   -- to the extent that the Claims exceed $180,000,000 in the
      aggregate, RCM and the Debtors will bear the cost of the
      excess equally.

FXA will be responsible for all of its Allowed Administrative
Claims, Priority Tax Claims and Non-Tax Priority Claims.  
Professional services -- other than those related to FXA's claims
resolution process and issues unique to FXA after the date of the
filing of the Plan -- and overhead allocable to FXA in the period
between the Plan Filing Date and the Plan Effective Date will be
borne by RCM and the other Debtors.

In the event that Cargill, Inc., receives an Allowed
Administrative Claim against the Debtors, payment of the Claim
will be borne by RCM and the Debtors:

   (i) to the extent the allowance of the Cargill Administrative
       Claim reduces the Allowed amount of any RCM FX/Unsecured
       Claim held by Cargill, RCM will pay to the Debtors a
       portion of the Cargill Administrative Claim equal to 40%
       of the amount of the RCM Difference;

  (ii) the Debtors will next pay an amount up to the remainder of
       the Cargill Administrative Claim Amount; provided,
       however, that the payment will be capped at the amount
       that would cause recoveries of Holders of Allowed
       Contributing Debtors General Unsecured Claims to fall
       below 30% of the face amount of the Allowed Contributing
       Debtors General Unsecured Claims; and

(iii) if not yet paid in full, the remainder of the Cargill
       Administrative Claim will be borne by the Debtors and RCM
       equally.

Mr. Milmoe notes that an order confirming the Plan will establish
30 days after the Effective Date as the deadline for creditors to
file their Administrative Claims.  Administrative Claimholders
who are not paid before the Plan's confirmation will seek payment
of administrative expenses on or before the Administrative Claims
Bar Date.

                        About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a    
diversified financial services organization with operations in 14
countries and an extensive global institutional and retail client
base.  Refco's worldwide subsidiaries are members of principal
U.S. and international exchanges, and are among the most active
members of futures exchanges in Chicago, New York, London and
Singapore.  In addition to its futures brokerage activities, Refco
is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 41; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


RIVERSTONE NETWORKS: Panel Taps Verdolino & Lowey as Fin'l Advisor
------------------------------------------------------------------
The Official Committee of Equity Security Holders appointed in
Riverstone Networks, Inc., and its debtor-affiliates' chapter 11
cases, asks the U.S. Bankruptcy Court for the District of Delaware
for permission to employ Verdolino & Lowey, P.C., as its financial
advisor.

Verdolino & Lowey will:

   a) assist the Equity Committee's legal counsel in analyzing the
      financial and operating statements of the Debtors;

   b) provide financial analyses in connection with the
      reconciliation of closing adjustments relating to the Lucent
      sale;

   c) provide expert testimony, as necessary; and

   d) provide other services as may be required by the Equity
      Committee.

Craig R. Jalbert, a Verdolino & Lowey member, will be responsible
for the overall engagement.  Mr. Jalbert will bill $345 per hour
for his services.  The firm agreed to cap its fees for the first
year at $250,000.

Mr. Jalbert assures the Court that his firm does not hold nor
represent any interest adverse to the Debtors' estates.

Based in Santa Clara, California, Riverstone Networks, Inc., nka
Wind Down Corporation -- http://www.riverstonenet.com/--   
provides carrier Ethernet infrastructure solutions for business
and residential communications services.  The company and four of
its affiliates filed for chapter 11 protection on Feb. 7, 2006
(Bankr. D. Del. Case Nos. 06-10110 through 06-10114).  Edmon L.
Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway,
Stargatt & Taylor LLP, represent the Debtors.  Kerri K. Mumford,
Esq., at Landis Rath & Cobb LLP, represents the Official Committee
of Unsecured Creditors.  The firm Brown Rudnick Berlack Israels
LLP serves as counsel to the Official Committee of Equity Security
Holders.  The Debtors' Joint Plan of Reorganization and
Liquidation was confirmed on Sept. 12, 2006.  As of Dec. 24, 2005,
the Debtors reported assets totaling $98,341,134 and debts
totaling $130,071,947


ROYAL GROUP: Expects Up to $40 Million from Business Divestitures
-----------------------------------------------------------------
Royal Group Technologies Limited disclosed intentions to divest of
additional non-core businesses and assets.  The non-core
businesses include Royal Dynamics, an injection molder of building
products, as well as certain other business units.

The assets being divested include excess real estate that is being
vacated as a result of the Company's manufacturing operation
consolidation program.

The Company disclosed that it expects to generate cash proceeds in
the range of $30 to $40 million from the divestitures.

The Company previously indicated that it expects to generate total
proceeds from divestitures of $200 to $260 million in 2006.  To
date, the Company has generated proceeds of approximately
$190 million.

During the third or fourth quarters of 2006, the Company disclosed
intentions to record a write down in the range of $65 to
$75 million in connection with the additional divestitures.  The
write down represents the net of gains on some assets and losses
on others.

The Company also disclosed that its divestitures are consistent
with its four-part Management Improvement Plan, embarked upon in
mid 2005.  Lawrence J. Blanford, president and chief executive
officer, said, "we continue to evaluate opportunities to focus
Royal Group on those businesses that best leverage our strengths,
while at the same time taking actions to improve manufacturing
efficiency to help us achieve an appropriately scaled
manufacturing footprint."

The Company further disclosed that it continues to take actions to
reduce its manufacturing/warehouse footprint, with one million
square feet of space listed for sale in recent weeks, and that it
recently concluded the sale of its window coverings operations in
the Netherlands and Brazil.

Headquartered in Ontario, Canada, Royal Group Technologies Limited
(TSX & NYSE: RYG) -- http://www.royalgrouptech.com-- produces  
innovative, attractive, durable, and low-maintenance home
improvement and building products, which are primarily utilized in
both the renovation and new construction sectors of the North
American construction industry.  The Company has manufacturing
operations located throughout North America in order to provide
industry-leading service to its extensive customer network.

                          *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services said its 'BB' long-term
corporate credit and senior unsecured debt ratings on Woodbridge,
Ontario-based Royal Group Technologies Ltd. will remain on
CreditWatch with negative implications, where they were placed
March 16, 2006.  The continued CreditWatch follows Georgia Gulf
Corp.'s (BB+/Watch Neg/--) takeover proposal for CDN$1.7 billion,
including CDN$491 million of assumed net debt.


SAINT VINCENTS: Ct. Lifts Stay to Allow Ruling in Malpractice Suit   
------------------------------------------------------------------
The Honorable Adlai S. Hardin, Jr., of the U.S. Bankruptcy Court
for the Southern District of New York modifies the automatic stay
to permit:

    * the Appellate Division of the Supreme Court of the State of
      New York to render a decision with respect to the appeal
      filed by Dr. Henry Lamaute and the cross-appeal filed by
      Sandra Lowery; and

    * Bhaj Singh and Jagdiesh Kaur to discontinue their action in
      the Supreme Court of the State of New York, Queens County,
      against the Debtors, Urology Dynamic, P.C., Dr. Ayaz Rasool,
      and Dr. Franklin Caldera, with prejudice.

Judge Hardin rules that the stay remains in full force with
respect to lift stay requests that relate to alleged acts of
medical malpractice that occurred at one of the Debtors'
facilities in Brooklyn or Queens where the Debtors have no
commercial medical malpractice insurance from third party
insurers.   The hearing on the requests is adjourned to
Oct. 11, 2006.

A full-text copy of the 41 adjourned requests is available for
free at http://researcharchives.com/t/s?11cb

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 34 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


SAINT VINCENTS: Lowery, Whitfield Want Claims Deemed Timely Filed
-----------------------------------------------------------------
Pursuant to Section 105 of the Bankruptcy Code and Rule 9006(b) of
the Federal Rules of Bankruptcy Procedure, Sandra Lowery and Mary
Whitfield ask the U.S. Bankruptcy Court for the Southern District  
of New York to:

    (a) deem their previously filed requests to lift the automatic
        stay as proofs of claim; or

    (b) extend their time to file proofs of claim, and deem their
        proofs of claim as timely filed.

Ms. Whitfield is the administratrix of the estate of Esther Elaine
Whitfield.

On Jan. 4, 2006, the Claimants filed with the Court separate
requests to modify the stay and to seek permission to proceed with
their state court actions.

Larry Rosenfeld, Esq., at Seidner, Rosenfeld & Guttentag, LLP, in
Babylon, New York, relates that on Aug. 15, 2006, as counsel to
the Claimants, he communicated with the Debtors' counsel who
informed him that no proof of claim was on file for the Whitfield
matter.

Accordingly, Mr. Rosenfeld filed proofs of claim on Aug. 18, 2006.
The Lowery Claim asserts a secured claim that is contingent and
liquidated.  The Whitfield Claim asserts a non-priority and
unsecured claim.  Mr. Rosenfeld also faxed the Debtors' counsel
requesting that they stipulate to accept the filing of the proofs
of claim beyond the March 30, 2006 bar date.

Mr. Rosenfeld tells the Court that the proofs of claim on behalf
of the Claimants were not filed prior to the Bar Date because he
was under the impression that the forms were filed with the lift
stay requests.

Mr. Rosenfeld asserts that deeming the Lowery and Whitfield Claims
timely filed will not prejudice the Debtors because, among other
things:

    * the delay is minimal;

    * no plan of reorganization has been completed at the time the
      application for the late filing was made;

    * the claims review and reconciliation process in the
      bankruptcy proceedings is still in the initial stage; and

    * the claims -- which will not have a disruptive effect on the
      judicial proceedings -- are not substantial in relation to
      the rest of the claims filed against the estate.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the  
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.

As of Apr. 30, 2005, the Debtors listed $972 million in total
assets and $1 billion in total debts.  (Saint Vincent Bankruptcy
News, Issue No. 34 Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)  


SATELITES MEXICANOS: Hires Galicia y Robles as Special Counsel
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York,
granted authority to Satelites Mexicanos, S.A. de C.V., to employ,
on a final basis, Galicia y Robles, S.C., as its special counsel
for matters pertaining to Mexican corporate law.

Carmen Ochoa Avendano, Esq., the Debtor's general counsel, relates
that Galicia is intimately familiar with the Debtor's business and
is, therefore, able to immediately and knowledgeably assist
Milbank, Tweed, Hadley & McCloy LLP, the Debtor's primary counsel,
in representing the Debtor.

Galicia has represented the Debtor since Feb. 2001 in various
matters pertaining to Mexican law, including those relating to its
restructuring efforts prior to the the Debtor's filing for chapter
11 protection, including the ancillary proceeding under Section
304 of the Bankruptcy Code, the Concurso Mercantil proceeding in
Mexico, and the negotiation and execution of the March 2006
Restructuring Agreement with Servicios Corporativos Satelitales,
S.A. de C.V.; Principia S.A. de C.V.; Loral Skynet Corporation and
Loral SatMex Ltd.; and the ad hoc committees of holders of the
Debtor's Senior Secured Floating Rate Notes due June 30, 2004, and
10-1/8% Unsecured Senior Notes due Nov. 1, 2004.

The firm also assisted the Debtor in preparing various documents
relating to the commencement of the Chapter 11 case and the
Chapter 11 Plan of Reorganization.

As special counsel, Galicia is expected to:

    (a) advise the Debtor with respect to its rights, powers and
        duties;

    (b) assist and advise the Debtor in its consultations with its
        creditors;

    (c) assist the Debtor in analyzing the claims of its creditors
        and in negotiating with the creditors;

    (d) assist the Debtor in its analysis of, and negotiations
        with, its creditors or any third party concerning matters
        related to, among other things, the terms of a
        reorganization plan;

    (e) assist and advise the Debtor with respect to its
        communications with its creditors;

    (f) represent the Debtor at all hearings and other
        proceedings;

    (g) assist the Debtor in preparing pleadings and applications
        as may be necessary in furtherance of Satmex's interests
        and objectives;

    (h) draft and negotiate any agreements, documents,
        resolutions, and other instruments necessary to, among
        others, implement the Chapter 11 Plan in Mexico; and

    (i) perform other legal services on Mexican law matters as may
        be required or are deemed to be in the interests of
        the Debtor.

Galicia will bill for its services at the firm's standard hourly
rates:

           Position                         Hourly Rate
           --------                         -----------
           Partners                         $270 - $330
           Associates                       $150 - $240
           Law Clerks                        $80 - $120

Ms. Avendano disclosed that on Aug. 3, 2006, the Debtor provided
Galicia with a $30,000 advance payment to establish a retainer to
pay for legal services rendered or to be rendered in connection
with the Debtor's Chapter 11 case.  The Retainer is unapplied.

Ms. Avendano also noted that according to Galicia's books and
records for the year prior to the Debtor's filing for chapter 11
protection, Galicia was paid approximately $489,500 by the Debtor
for legal services performed and expenses incurred in
contemplation of or in connection with the Debtor's Chapter 11
case, including, among other things, the 304 Proceeding, the
Concurso Proceeding, the negotiation and execution of the
Restructuring Agreement, and the preparation of various corporate
documents relating to the restructuring of the Debtor as a Mexican
corporation.

Rafael Robles Miaja, Esq., at Galicia y Robles, S.C., in Mexico,
assures the Court that his firm does not represent or hold any
interest adverse to the Debtor or to the Debtor's estate with
respect to the matters on which it is being engaged.

Mr. Robles discloses that Galicia currently represents Citibank,
N.A., and its affiliates, and Grupo Carso, S.A., de C.V., and
Telefonos de Mexico, S.A., de C.V., in matters unrelated to the
Debtor's case.  Citibank is the indenture trustee for the Senior
Secured Notes.  Grupo Carso and Telmex have been identified as
"Approved Buyers" pursuant to the Restructuring Agreement in
connection with certain change of control provisions.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 protection on Aug. 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SATELITES MEXICANOS: Hires Milbank Tweed as Lead Bankr. Counsel
---------------------------------------------------------------
The Honorable Robert D. Drain, of the U.S. Bankruptcy Court for
the Southern District of New York, granted Satelites Mexicanos,
S.A. de C.V., application to employ Milbank, Tweed, Hadley &
McCloy LLP, on a permanent basis.

The Debtor needs bankruptcy lawyers to prosecute its Chapter 11
Plan of Reorganization to confirmation.  The Debtor has chosen
Milbank because of the firm's substantial expertise and
familiarity in the Debtor's business operations and capital
structure.

The Debtor retained Milbank on March 6, 2001, to advise it on
various corporate and restructuring matters, including, with
respect to the Debtor's procurement of financing and insurance for
its satellites as well as with various general U.S. corporate and
securities legal issues.  Milbank has also represented the Debtor
in connection with its restructuring efforts prior to its filing
for chapter 11 protection, including the Section 304 Proceeding,
the U.S. issues relating to its Concurso Proceeding in Mexico, and
the negotiation and execution of its Restructuring Agreement with
major parties-in-interest.

As legal counsel, Milbank is expected to:

   (a) advise the Debtor of its rights, powers, and duties as
       Debtor and debtor-in-possession in the continued management
       And operation of its business and properties;

   (b) advise and assist the Debtor in connection with the
       solicitation and confirmation of the plan of reorganization
       and related documents;

   (c) advise the Debtor concerning actions that it might take to
       collect and recover property for the benefit of its estate;

   (d) prepare on behalf of the Debtor all necessary and
       Appropriate applications, motions, draft orders, other
       pleadings, notices, schedules, and other documents, and
       review all financial and other reports to be filed in the
       Debtor's Chapter 11 case;

   (d) advise the Debtor concerning, and prepare responses to,
       applications, motions, other pleadings, notices, and other
       papers that may be filed and served in the Debtor's
       Chapter 11 case;

   (e) review the nature and validity of any liens asserted
       against the Debtor's property and advise the Debtor
       concerning the enforceability of those liens;

   (f) advise and assist the Debtor in connection with any
       potential asset dispositions;

   (g) advise the Debtor concerning executory contract and
       unexpired lease assumptions, assignments and rejections;

   (h) assist the Debtor in reviewing, estimating, and resolving
       claims asserted against its estate;

   (j) commence and conduct any and all litigation necessary or
       appropriate to assert rights held by the Debtor, protect
       assets of its estate, or otherwise further the goal of
       completing a successful reorganization;

   (k) advise and assist the Debtor with the preparation and
       filing of various documents required for the Debtor's
       compliance with U.S. securities laws; and

   (l) perform all other necessary legal services in connection
       with the Debtor's Chapter 11 case and other general
       corporate matters concerning the Debtor's business.

The Debtor will pay Milbank for its services in accordance with
the firm's standard hourly rates:

          Position                        Hourly Rate
          --------                        -----------
          Partners                        $600 - $850
          Of Counsel                      $590 - $715
          Associates & Senior Attorneys   $225 - $565
          Legal Assistants                $155 - $295

Matthew S. Barr, Esq., a member of Milbank, Tweed, Hadley & McCloy
LLP, discloses that on June 26, 2003, the Debtor provided his firm
with a $200,000 retainer.  Over time, the Debtor provided Milbank
with additional payments to increase the Retainer and, as of the
Debtor's filing for chapter 11 protection, Milbank held $454,250.  
The Retainer remains unapplied.

In addition, Mr. Barr notes that according to Milbank's books and
records for the year prior to the Debtor's filing for chapter 11
protection, Milbank was paid $3,608,660 by the Debtor for legal
services performed and expenses incurred in contemplation of or in
connection with the Debtor's restructuring efforts, including,
among other things, representing the Debtor in connection with the
involuntary Chapter 11 case filed against it, the Section 304
Proceeding, the U.S. issues relating to the Concurso Proceeding,
the negotiation and execution of the Restructuring Agreement, and
the preparation of various "first day" motions, the Chapter 11
Plan and related Disclosure Statement.

Mr. Barr assures the Court that Milbank does not represent and
will not represent any entity, other than the Debtor, in matters
related to its Chapter 11 case.

Mr. Barr, however, discloses that Milbank currently represents The
Bank of New York Company, Inc., the indenture trustee for the
Debtor's 10-1/8% Unsecured Senior Notes due November 1, 2004, and
Citibank, N.A., the indenture trustee for the Senior Secured
Floating Rate Notes due June 30, 2004, on matters unrelated to the
bankruptcy case.  Fees derived from Citibank matters represented
over 1% of Milbank's 2005 revenues.

According to Mr. Barr, Milbank has obtained a waiver from Bank of
New York and Citibank to allow it to represent the Debtor.

In the event the Debtor seeks advice with respect to an adversary  
proceeding in which either Bank is named as an adverse party or  
with respect to a challenge of the claims of the unsecured  
creditors for which the Banks act as trustee, Mr. Barr says  
the Debtor will retain conflicts counsel.

                   About Satelites Mexicanos

Satelites Mexicanos, S.A. de C.V., provides fixed satellite
services in Mexico.  Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-site
transmission of live news reports, sporting events and other video
feeds.  Satmex also provides satellite transmission capacity to
telecommunications service providers for public telephone networks
in Mexico and elsewhere and to corporate customers for their
private business networks with data, voice and video applications.  
Satmex also provides the government of the United Mexican States
with approximately 7% of its satellite capacity for national
security and public purposes without charge, under the terms of
the Orbital Concessions.

The Debtor filed for chapter 11 protection on Aug. 11, 2006
(Bankr. S.D.N.Y. Case No. 06-11868).  Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings.  Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice in
the Debtor's Mexican Bankrutpcy proceedings.  UBS Securities LLC
and Valor Consultores, S.A. de C.V., give financial advice to the
Debtor.  Steven Scheinman, Esq., Michael S. Stamer, Esq., and
Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld LLP
give legal advice to the Ad Hoc Existing Bondholders' Committee.
Dennis Jenkins, Esq., and George W. Shuster, Jr., Esq., at Wilmer
Cutler Pickering Hale and Dorr LLP give legal advice to Ad Hoc
Senior Secured Noteholders' Committee.  As of July 24, 2006, the
Debtor has $905,953,928 in total assets and $743,473,721 in total
liabilities.

On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the Company (Bankr. S.D.N.Y. Case No. 05-13862).
On June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was assigned
to the Second Federal District Court for Civil Matters for the
Federal District in Mexico City.

On Aug. 4, 2005, Satmex filed a petition, pursuant to Section 304
of the Bankruptcy Code to commence a case ancillary to the
Concurso Proceeding and a motion for injunctive relief seeking,
among other things, to enjoin actions against Satmex or its assets
(Bankr. S.D.N.Y. Case No. 05-16103).  (Satmex Bankruptcy News,
Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


SILICON GRAPHICS: Files Modified First Amended Plan
---------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates delivered their
First Amended Joint Plan of Reorganization, as modified, to the
U.S. Bankruptcy Court for the Southern District of New York on
Sept. 15, 2006.

Kathy Lanterman, senior vice president and chief financial
officer of Silicon Graphics, Inc., discloses that under the
Modified First Amended Plan, all entities seeking compensation
for services and reimbursement of expenses incurred through and
including the Plan's confirmation date must file on or before the
90th day after the Plan Effective Date, their applications for
final allowances to be paid in full, in cash.

The Modified First Amended Plan also contemplates that all
executory contracts and unexpired leases that exist between the
Debtors and any person or entity prior to the Petition Date will
be deemed rejected as of the Effective Date, except for any
contract or lease:

    (a) that has been assumed;

    (b) as to which a request for approval of assumption has been
        filed and served prior to the Confirmation Date; or

    (c) that is specifically designated to be assumed on Schedules
        8.1(A) or 8.1(B), including:

        * all agreements entered into by the Debtors for the
          primary purpose of governing the non-disclosure of
          confidential information -- Non-Disclosure Agreements;

        * any agreements entered into by the Debtors for the
          primary purpose of the assignment of intellectual
          property licensing rights to the Debtors -- IP License
          Agreements; and

        * agreements between the Debtors and any U.S. governmental
          entity.

However, whether or not identified on Schedules 8.1(A) or 8.1(B),
all Customer Support Agreements, Non-Disclosure Agreements, IP
License Agreements and agreements between the Debtors and any
U.S. governmental entity will be assumed on the Effective Date.
Any and all outstanding purchase orders issued to the Debtors by
the Debtors' customers will likewise be continued on the
Effective Date.

The effect of the Plan's confirmation or of the Reorganization
Cases including the changes to the Debtors' board of directors
and equity interests, will not be and are not a "change of
control," and will not trigger any similar provision of any of
the assumed executory contracts and unexpired leases, Ms.
Lanterman explains.

Pursuant to the Modified Plan, all employee compensation and all
employee benefit plans, policies and programs sponsored by any of
the Debtors -- including benefit plans and programs subject to
Sections 114 and 1129(a)(13) of the Bankruptcy Code -- entered
into before or after the Petition Date and not since terminated,
will be deemed and treated as assumed executory contracts.  The
Debtors' obligations under these plans and programs will survive
Plan Confirmation.  No equity, stock, option, or other similar
plans in effect on or prior to the Petition Date will be assumed.

Furthermore, the Debtors have stricken a reference to a rights
offering common stock purchase agreement with Lampe Conway, LLC,
governing the Lampe Conway rights offering option, Ms. Lanterman
says.

A blacklined copy of the Debtors' First Amended Plan is available
for free at http://researcharchives.com/t/s?11da

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


SILICON GRAPHICS: Files Supplements to First Amended Plan
---------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates delivered
amended Plan Supplements to the U.S. Bankruptcy Court for the
Southern District of New York on Sept. 15, 2006.

The Amended Plan Supplements disclose that the initial board of
directors of Reorganized Silicon Graphics, Inc., will consist of
seven members.

The list of initial board members has also been amended:

    (i) to remove James A. Merharm from the list and to include
        James A. McDivitt, a current member of the board of
        directors of Silicon Graphics; and

   (ii) to clarify that Kevin Katari is a managing member of
        Watershed Asset Management, L.L.C.

Amendments were also made to the Form of New Organizational
Documents, Form of Registration Rights Agreement, Schedules
8.1(A) and (B), and Schedule 12.9.

A full-text copy of the Amended Plan Supplements to the Modified
First Amended Plan is available for free at:

               http://researcharchives.com/t/s?11db

                            Objections

(A) Sun Microsystems, Inc.

Sun Microsystems, Inc., and Silicon Graphics, Inc., have agreed
that the Debtors will (i) assume the parties' technology license
and distribution agreement, and (ii) pay a $76,500 cure amount.

Sun does not object to the assumption of the Distribution
Agreement.  However, the assumption notice issued by the Court
lists additional contracts between the Debtor and Sun to be
assumed in conjunction with Plan Confirmation.

Patrick M. Costello, Esq., at Bialson, Bergen & Schwa, in Palo
Alto, California, relates that the assumption notice does not
contain sufficient information concerning the Additional
Contracts to enable Sun to identify, locate, and review them.

At Sun's behest, the Debtors agreed to provide copies of some the
contracts but indicated that it would take some time to obtain
them.  To date, the Debtors have not provided Sun with copies of
the Additional Contracts, notes Mr. Costello.

Absent a reasonable opportunity to review the documents, Sun
cannot determine, among other things, if any Additional Contract
is executory; and if other facts or circumstances exist that
render the assumption inappropriate, Mr. Costello explains.

Accordingly, Sun objects to the assumption of the Additional
Contracts and reserves the right to supplement its objection.

(B) Cray, Inc.

Cray, Inc., objects to the notice issued by the Debtors to assume
a certain technology agreement, which governs, among other
things, multiple intellectual property licenses granted by Cray
to Silicon Graphics, Inc.

First and foremost, Erin L. Eliasen, Esq., at Stoel Rives LLP, in
Seattle, Washington, argues that Cray does not consent to the
assumption of the Technology Agreement at this time and is
excused by virtue of non-bankruptcy law from accepting
performance by any party other than Silicon Graphics.

Additionally, Ms. Eliasen argues that the Debtors fail to assume
two other agreements that are integral to the Technology
Agreement that must be assumed contemporaneously with the
Technology Agreement.  The Assumption Notice also fails to
recognize the defaults that must be cured by the Debtors prior to
assuming the Technology Agreement and the related agreements.

Cray, therefore, asks the Court deny the Assumption Notice
insofar as it relates to the Technology Agreement.

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


SMART WORLD: Committee Files Plan & Disclosure Statement in NY
--------------------------------------------------------------
The Official Committee of Unsecured Creditors delivered to the
U.S. Bankruptcy Court for the Southern District of New York a
Disclosure Statement explaining its proposed Chapter 11 Plan of
Liquidation for Smart World Technologies, LLC, and its debtor-
affiliates.

                   Overview of the Plan

The Committee tells the Court that its Plan calls for liquidation,
rather than reorganization, of the Debtors, and is predicated upon
the Juno Settlement.  The Committee relates that proceeds of the
Juno Settlement will constitutes the vast majority of funds
available for distribution to creditors under the Plan.

The Committee further says that since the sale of the FW
subscriber base to Juno, the Debtors have not had any business
operations and for the past six years have involved, almost
exclusively, litigation of the claims and issues arising out of
the Term Sheet.  

Under the Juno Settlement, Juno will pay the Debtors:

    * $6,250,000 if there is an appeal from the Confirmation
      Order, which shall include provisions approving the Juno
      Settlement, or

    * $6,500,000 if there is no appeal.

                       Treatment of Claims

Under the plan, Allowed Administrative Claims, Allowed Fee Claims,
Allowed Priority Tax Claims, and Allowed Priority Non-Tax Claims,
will be paid in full and in cash.

The Committee tells the Court that approximately $21,126,717 in
Claims were filed or scheduled as Secured Claims.  The Committee
however does not believe that any of these Secured Claims are
secured as to the proceeds of the Juno Settlement.  The Committee
intends to object to all these Claims, seeking to either expunge
or reclassify all the Claims.  The Committee says that if there
are any Allowed Secured Claims, each holder will receive treatment
that leaves unaltered the legal, equitable and contractual rights
of the holder of the Allowed Secured Claim; or less favorable
treatment as the Committee or Plan Administrator and the holder of
the Secured Claim may agree upon.

Holders of Allowed General Unsecured Claims will receive either:

    (i) their Ratable Share of the Distribution Fund in accordance
        with the provisions set forth in Section 7.6 of the Plan;
        or

   (ii) less favorable treatment as the Committee or the Plan
        Administrator and the holder of the General Unsecured
        Claim may agree upon.

Holders of interests in the Debtors will receive nothing under the
plan and those interests will be cancelled.

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

  http://www.researcharchives.com/bin/download?id=060914213449

                        About Smart World

Smart World Technologies, LLC, developed a distribution system
designed to channel subscribers to Freewwweb, LLC, a subsidiary
and an Internet Service Provider.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 29, 2000
(Bankr. S.D.N.Y. Case No. 00-41645).  Dennis J. O'Grady, Esq., at
Riker, Danzig, Scherer Hyland et al., in Morristown, New Jersey,
represents the Debtors.  Laurence May, Esq., at Cole Schotz Meisel
Forman & Leonard P.A., in New York City, serves as counsel to the
Official Committee of Unsecured Creditors.


SMART WORLD: Court Sets Disclosure Statement Hearing on Sept. 27
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
will convene at 10 a.m. on Sept. 27, 2006, in the Chambers of the
Honorable James M. Peck, U.S. Bankruptcy Judge, U.S. Bankruptcy
Court for the Southern District of New York in One Bowling Green,
New York City, to consider the adequacy of the Disclosure
Statement explaining the Official Committee of Unsecured Creditors
of Smart World Technologies, LLC, and its debtor-affiliates'
Chapter 11 Plan of Liquidation.

Smart World Technologies, LLC, developed a distribution system
designed to channel subscribers to Freewwweb, LLC, a subsidiary
and an Internet Service Provider.  The Company and its debtor-
affiliates filed for chapter 11 protection on June 29, 2000
(Bankr. S.D. N.Y. Case No. 00-41645).  Dennis J. O'Grady, Esq., at
Riker, Danzig, Scherer Hyland et al., in Morristown, New Jersey,
represents the Debtors.  Laurence May, Esq., at Cole Schotz Meisel
Forman & Leonard P.A., in New York City, serves as counsel to the
Official Committee of Unsecured Creditors.


SMITHFIELD FOODS: Inks $810 Mil. Merger Deal with Premium Standard
------------------------------------------------------------------
Smithfield Foods, Inc., and Premium Standard Farms, Inc.,
disclosed Monday that their Boards of Directors have unanimously
approved a definitive merger agreement under which Smithfield
Foods will acquire all of the outstanding shares of Premium
Standard Farms through a merger.

Under the terms of the merger, each PSF share will be converted
into the right to receive 0.678 Smithfield shares plus $1.25 in
cash.  The total combined value of stock and cash is $21.35, based
on Smithfield's average closing price on the New York Stock
Exchange over the most recent 10-day trading period.  The share
exchange portion will be tax-free to PSF shareholders.  The
agreement has a total transaction value of approximately
$810 million, including the assumption of PSF's approximately
$117 million of net debt.

Smithfield and PSF stated that ContiGroup Companies, Inc., which
owns 38.8% of PSF's stock, has signed a shareholder support
agreement committing to vote its PSF shares in favor of the
transaction.  The transaction is expected to close in the first
calendar quarter of 2007.

PSF has approximately 32 million shares outstanding.  Smithfield
will issue approximately 21.9 million shares in exchange for PSF
shares.  Smithfield stated that it expects the transaction to be
accretive to its earnings per share following closing.

In connection with this transaction:

     -- all current PSF hog production contracts will be honored,
        giving PSF's independent hog producers the certainty and
        security of contractual supply relationships; and

     -- Smithfield will remain committed to purchasing significant
        numbers of hogs on the open market; and

     -- PSF's facilities will remain open and in operation at
        least at current production levels, continuing to serve
        their customers.

For the twelve months period ended at the June 24, 2006 close of
PSF's fiscal first quarter, PSF had net sales of $880 million and
net income of $45.3 million.

"We are excited about the combination of PSF and Smithfield," said
C. Larry Pope, Smithfield's President and Chief Executive Officer.
"This is a business we know very well and it relates directly to
our core competence.  We have strong expertise in both live hog
production and in fresh pork processing.  Strategically, this is a
very good long-term fit and near-term, this combination should
generate benefits for both organizations and our customers,"
Mr. Pope said.

John M. Meyer, PSF's President and Chief Executive Officer,
stated, "Our agreement to merge with Smithfield enables PSF's
shareholders to receive an immediate premium for their shares and
continue to participate in the growth of Smithfield, a well-
capitalized company with one of the best records of creating long-
term shareholder returns of any company in any industry.  As part
of Smithfield, we will continue to execute our strategy and
provide attractive opportunities for our employees, our customers,
our hog producers, and the communities in which we live and work."

Paul J. Fribourg, a Director of PSF and Chairman, President and
Chief Executive Officer of ContiGroup, PSF's major shareholder,
stated, "We are very pleased to support the combination of PSF
with Smithfield, and we look forward to continuing to participate
in the growth of the combined company."

The transaction will require customary regulatory approvals as
well as the approval of PSF's shareholders.

Centerview Partners, LLC is serving as financial advisor to
Premium Standard Farms in connection with this transaction.  
Sidley Austin LLP and Paul, Weiss, Rifkind, Wharton & Garrison LLP
are serving as counsel to Premium Standard Farms with respect to
this transaction.  Simpson Thacher & Bartlett LLP and McGuire
Woods LLP are serving as counsel to Smithfield in connection with
this transaction.

                   About Premium Standard

Premium Standard Farms, Inc., is one of the largest vertically
integrated providers of pork products in the United States,
producing consistent, high quality pork products for the retail,
wholesale, foodservice, export, and further processor markets.  
PSF has approximately 4,300 employees working at farms and
processing facilities in Missouri, North Carolina, and Texas.

                    About Smithfield

Smithfield Foods, Inc. -- http://www.smithfieldfoods.com/-- is a  
processor and marketer of fresh pork and processed meats in the
United States, as well as the largest producer of hogs.


                     *     *     *

As reported in the Troubled Company Reporter on Aug. 14, 2006,
Standard & Poor's Ratings Services placed its 'BB+' corporate
credit rating and other ratings for Smithfield Foods Inc. on
CreditWatch with negative implications.  Smithfield, Virginia-
based Smithfield Foods has approximately $1.7 billion of rated
debt outstanding.


SOLUTIA INC: Disclosure Statement Hearing Adjourned to November 16
------------------------------------------------------------------
The Hon. Prudence Carter Beatty adjourned the hearing to consider
the adequacy of the Disclosure Statement explaining Solutia, Inc.,
and its debtor-affiliates' Joint Plan of Reorganization to
Nov. 16, 2006 at 11:00 a.m.

The Debtors filed their Plan and Disclosure Statement on
Feb. 14, 2006.

The Disclosure Statement Hearing may be continued from time to
time without further notice, including by announcement of the
adjournment date at the Disclosure Statement Hearing or any
continued hearing.  Nevertheless, notices of any adjournments
will be posted on Financial Balloting Group LLC's Web site at
http://www.fbgdocuments.com/soi

A full-text copy of the Plan of Reorganization is available for
free at http://ResearchArchives.com/t/s?11d2

A full-text copy of the Disclosure Statement is available for free
at http://ResearchArchives.com/t/s?11d1

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell  
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SOLUTIA INC: Won't Disrupt Equity Panel's Adversary Proceeding
--------------------------------------------------------------
In response to the Official Committee of Equity Security Holders'
concerns regarding their request to intervene in the Adversary
Proceeding, Solutia Inc. and its debtor-affiliates inform the U.S.
Bankruptcy Court for the Southern District that it is not their
intention to disrupt the adversary proceeding commenced by the
Equity Committee against Pharmacia Corporation and Monsanto
Company.

Rather, to the extent that a trial is necessary, the Debtors must
be able to prevent third parties that are not their estates'
fiduciaries from making an incomplete or inaccurate record with
respect to the legacy liabilities affecting the Debtors, Jonathan
S. Henes, Esq., at Kirkland & Ellis LLP, in New York, relates.

Accordingly, the Debtors require the latitude to:

   (1) make opening and closing remarks at trial;

   (2) question witnesses at depositions and at trial on subjects
       that are likely to have an impact on their estates;

   (3) introduce evidence and make requests necessary to protect
       the interests of their estates; and

   (4) control, as the only party able to settle claims on behalf
       of the estates, any settlement discussions or negotiations
       among the parties.

The Debtors understand that the Court disagrees with their belief
that the Equity Committee does not have standing to prosecute the
Adversary Proceeding and may confer standing on the Equity
Committee and allow the trial with respect to the Adversary
Proceeding to begin.

To the extent that the trial moves forward over the Debtors'
objections, Solutia's unique role as the subject of the Adversary
Proceeding and the only party charged with maximizing the
estates' value needs to be protected, Mr. Henes contends.

Although the Debtors anticipate only limited participation in the
Adversary Proceeding, they must have the ability to participate
actively and without limitation on matters that impact their
estates, Mr. Henes maintains.

             Debtors and Creditors Committee Insist
                on Stay of Adversary Proceeding

In their joint objection to the Equity Committee's proposed order
denying the Debtors' request to stay the Adversary Proceeding,
the Debtors and the Official Committee of Unsecured Creditors
maintain that the Equity Committee has no standing to pursue the
Adversary Proceeding.

Since the beginning of the Debtors' Chapter 11 cases, the core
issue and claim has been whether and to what extent the Legacy
Liabilities can be reallocated back to Monsanto Company and
Pharmacia Corp., Mr. Henes relates.  

The sole issue to be decided on the Debtors' request to stay the
Adversary Proceeding is whether Solutia unjustifiably failed to
prosecute the core claim, Mr. Henes contends.

Mr. Henes asserts that the Debtors have not failed to bring the
core claim, thus the Adversary Proceeding must be stayed or
dismissed.

Regardless of the outcome, the Debtors and the Creditors
Committee consider the Adversary Proceeding a threat to the
Global Settlement they have reached with Pharmacia and Monsanto.  
They believe that if:  

    -- the Defendants are successful, they will have little
       incentive to proceed with the Global Settlement or any
       other settlement that requires them to contribute money
       towards the Debtors' reorganization; or

    -- the Equity Committee is successful, the Adversary
       Proceeding will be appealed, delaying confirmation
       indefinitely.

            Defendants Support Solutia's Stay Request

Pharmacia and Monsanto assert that the Equity Committee has not
satisfied any of the procedural and substantive requirements to
be granted standing to pursue claims that belong to the Debtors'
estates, and that the Adversary Proceeding was invalid from its
inception.

The continued expense to the Debtors' estates of litigating the
Adversary Proceeding far outweighs the marginal chance that the
Equity Committee may obtain a slightly higher recovery for the
Solutia estate, John H. Bae, Esq., at Cadwalader, Wickersham &
Taft LLP, in New York, contends.

Thus, the Defendants ask the Court to grant the Debtors' pending
request to stay the Adversary Proceeding and to dismiss the case
with prejudice.  Alternatively, they ask the Court to hold an
evidentiary hearing on the factual issues relating to the Equity
Committee's contention that it has standing to pursue the
Adversary Proceeding.

                Request for Status Conference

On Aug. 31, 2006, Defendants Pharmacia and Monsanto requested for
a status conference to address whether the Court should conduct an
evidentiary hearing before the trial to consider the issue
regarding the Equity Committee's standing to prosecute the
Adversary Proceeding.  

Additionally, the Defendants requested for a status conference to
address:

   (1) and fix briefing schedules and hearing dates for pre-trial
       motions;

   (2) and fix briefing and hearing schedules on a request for
       summary judgment; and

   (3) the need to set a firm and realistic date for the trial of
       the Adversary Proceeding.

Mr. Bae says that the Defendants' depositions of expert witnesses
are currently scheduled to continue until as late as Sept. 15,
2006, and that the parties have yet to schedule certain of those
depositions.

In her Sept. 1, 2006 letter to the parties, Judge Beatty conveyed
that it is not the Court's practice to hold "pre-motion
conferences," and declined to schedule a conference relating to
pre-trial motions and trial scheduling issues.

              Clarifications on Court's Instructions

On Sept. 6, 2006, the Defendants filed a request for clarification
of the instructions and directions contained in Judge Beatty's
letter to them dated Sept. 1, 2006.

The Defendants ask the Court to issue a written order clarifying,
among others:

   (a) if pre-trial hearing will be held on September 15 and that
       the Court's intention is to begin trial on September 18;

   (b) if they should prepare to put on evidence regarding the
       Equity Committee's standing on September 15 and if not,
       when the Court will schedule an evidentiary hearing on
       factual issues;

   (c) whether the Court will schedule time during the week of
       September 18 to entertain their summary judgment motion to
       be filed on that date;

   (d) what days and times the Court plans to hold trial in the
       weeks beginning September 18, September 25, October 2 and
       October 9.

The Equity Committee considers the Defendants' request for
clarifications to be a delaying tactic.  In addition, the Equity
Committee says that the Defendants' meritless summary judgment
and evidentiary requests supply no reason for additional delay.

On Sept. 11, 2006, the Equity Committee informed the Court that it
has no objection to a conference on September 15 to discuss
preparations for the trial, but it asked the Court to limit the
agenda for the conference to the establishment of a schedule that
will cause any submissions to occur in time to allow the trial to
begin on September 18.

                       Discovery Ruling

The Defendants ask the Court to compel the Equity Committee to
comply with the Court's July 28, 2006 discovery ruling directing
the Committee to respond to the interrogatories and document
requests.

The Defendants had served interrogatories to the Equity Committee
regarding the dates the Committee members purchased and sold
Solutia equity interests and the amounts paid or received in
connection with the transactions.

The Equity Committee, however, advised the Defendants that it
would not comply with the discovery requests.  The Defendants
assert that they are entitled to the discovery because it is
critical to their ability to properly present their defense at
trial that shareholders did not suffer any damages as a result
Solutia's 1997 spin-off from Old Monsanto.

Despite the fact that Pharmacia, Monsanto and Solutia have
produced 17 fact witnesses for deposition, the Equity Committee
has refused to produce a single representative for a deposition
on any issue, let alone on the critical issue of the alleged
damages suffered by shareholders, Mr. Bae informs the Court.

Thus, the Defendants further ask the Court to direct the Equity
Committee to respond to the document requests and produce a
witness in response to a previously served notice of deposition
seeking documents and testimony on the same issues addressed in
the interrogatories.

While the Equity Committee filed an untimely request with the
Court to reconsider the Discovery Ruling, as of September 6, 2006
the Court has not withdrawn the Discovery Ruling and it continues
to bind the Equity Committee, Mr. Bae says.  Thus, the Equity
Committee is in direct violation of the Court's directive.

In response, the Equity Committee says that the Defendants'
contention that it violated the Court order is without merit
because it has a pending request for reconsideration of the
discovery directive.

The Equity Committee maintains that it does not claim standing
through individual shareholders, thus the Defendants' requested
discovery is irrelevant.  The Equity Committee asserts that the
Defendants' Discovery Ruling Motion should be denied.  

In opposition, Mr. Bae states that the Court should overrule the
Equity Committee's objection and that the Committee should not be
permitted to accuse the Defendants of having taken certain
improper actions that allegedly damaged the Committee's
constituency while at the same time it denies the Defendants any
ability to take threshold discovery on the very issue.

To the extent that the Equity Committee believes that it is not
required to provide the Defendants with discovery on the issue of
shareholder damages, the Defendants ask the Court to prohibit the
Committee from asserting any arguments or introducing any
evidence at the trial in support of its position that Solutia
shareholders were harmed as a result of the company's spin-off in
1997.

                       About Solutia Inc.

Headquartered in St. Louis, Missouri, Solutia, Inc. (OTCBB:SOLUQ)
-- http://www.solutia.com/-- with its subsidiaries, make and sell  
a variety of high-performance chemical-based materials used in a
broad range of consumer and industrial applications.  The Company
filed for chapter 11 protection on Dec. 17, 2003 (Bankr. S.D.N.Y.
Case No. 03-17949).  When the Debtors filed for protection from
their creditors, they listed $2,854,000,000 in assets and
$3,223,000,000 in debts.  Solutia is represented by Richard M.
Cieri, Esq., at Kirkland & Ellis.  Daniel H. Golden, Esq., Ira S.
Dizengoff, Esq., and Russel J. Reid, Esq., at Akin Gump Strauss
Hauer & Feld LLP represent the Official Committee of Unsecured
Creditors, and Derron S. Slonecker at Houlihan Lokey Howard &
Zukin Capital provides the Creditors' Committee with financial
advice.  (Solutia Bankruptcy News, Issue No. 69; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


SPECTRE GAMING: Incurs $4.7 Million Net Loss in Second Quarter
--------------------------------------------------------------
Spectre Gaming, Inc., incurred a $4.7 million net loss on zero
revenue for the three months ended June 30, 2006, compared to a
$1.8 million loss on zero revenue in 2005.

At June 30, 2006, the Company's balance sheet showed $5,387,700 in
total assets and $ 6,239,532 in total liabilities, resulting in a
$851,832 stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2.4 million in total current assets available to pay $5.2 in
total current liabilities coming due within the next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11cd

                        Going Concern Doubt

Virchow, Krause & Company, LLP, expressed substantial doubt about
Spectre Gaming's ability to continue as a going concern after it
audited the company's financial statements for the fiscal years
ended Dec. 31, 2005.  The auditing firm pointed to the company's
net losses for the years ended Dec. 31, 2005 and 2004, had an
accumulated deficit at Dec. 31, 2005, and does not have adequate
liquidity to fund its operations through out fiscal 2006.

Headquartered in Minneapolis, Minnesota, Spectre Gaming, Inc. --
http://www.spectregaming.com/-- provides interactive electronic  
games to the Native American, amusement-with-prize, and charitable
gaming markets in the United States.  It designs and develops
content, hardware, software, and networks to provide its customers
with redemption gaming systems.  Spectre Gaming sells its products
and services to gaming operators through internal sales staff and
agents.  The company was incorporated as MarketLink, Inc., in 1990
and changed its name to OneLink Communications, Inc., in 1997.
Further, OneLink Communications changed its name to OneLink, Inc.,
in 2000 and to Spectre Gaming, Inc., in 2004.


SPIRIT AEROSYSTEMS: S&P Rates Proposed $983 Mil. Financing at BB+
-----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB+' bank loan
rating  and '1' recovery rating, indicating high expectations of
full recovery of principal in the event of a payment default, to
Spirit AeroSystems Inc.'s (BB-/Watch Pos/--) proposed, amended and
restated $983 million bank financing.  These ratings are not on
CreditWatch.

The financing consists of a $400 million revolving credit facility
(increased from $175 million) and a $583 million term loan B
following a $100 million pay down from proceeds of a planned IPO.

Standard & Poor's other ratings on Spirit remain on CreditWatch
with positive implications, where they were placed on July 6,
2006.  The rating agency expects to raise the corporate credit
rating on Spirit to 'BB' from the current 'BB-' and assign a
positive outlook upon completion of the IPO of up to $500 million
of common stock.  

The aerospace supplier has around $700 million in rated debt
outstanding.

The 'BB+' bank loan rating is one notch higher than the expected
corporate credit rating following the IPO.

"The anticipated upgrade would be based on better-than-expected
financial performance, continued favorable conditions in the
commercial aircraft market, the improved competitive position of
Boeing Co., Spirit's primary customer, and a stronger capital
structure following the IPO," said Standard & Poor's credit
analyst Roman Szuper.

The IPO proceeds are expected to be used for bank debt reduction
($100 million) and certain payments related to a union equity
participation program that will be triggered by the IPO.

The ratings on Spirit reflect:

   -- participation in the cyclical and competitive commercial
      aerospace industry;

   -- reliance on one customer (Boeing) for about 90% of sales;
      and

   -- significant near-term expenditures related to development of
      Boeing's new 787 midsize airliner.

Those factors are offset somewhat by the company's position as the
largest independent supplier of structures for commercial aircraft
and substantial customer advances to fund most of the 787
development costs.

Spirit is the former Wichita Division of Boeing Commercial
Airplanes segment that was acquired by Onex Corp., a Canadian
private equity firm, for approximately $920 million in cash in
June 2005.

Spirit is the largest non-OEM producer of commercial
aerostructures (fuselages, engine nacelles and struts, horizontal
and vertical stabilizers, wing structures, and other parts) and is
Boeing's largest non-engine supplier.  The company participates on
all of Boeing's aircraft families, including providing the entire
fuselage for the popular 737 and the forward fuselage for the 747,
767, and 777 series.


STEEL PARTS: Files Chapter 11 Protection in Michigan
----------------------------------------------------
Due to worsening conditions in the automotive supplier marketplace
and unsustainable debt, Steel Parts Corporation filed for Chapter
11 bankruptcy protection in the U.S. Bankruptcy Court for the
Eastern District of Michigan in Detroit on Sept. 15, 2006.

The Troubled Company Reporter published yesterday a summary of the
Company's bankruptcy filing.

Over the past year, Steel Parts undertook an extensive analysis of
the options available to it and the impact each of those options
would have on its employees, suppliers, customers and creditors.  
As part of this analysis, Steel Parts assessed the value of its
enterprise and assets.  Steel Parts determined that, in order to
maximize the value of its assets for its customers, suppliers and
employees, it was necessary to continue production under Chapter
11 protection in order to best protect the interests of all of its
constituencies.

Steel Parts deeply regrets this outcome and the painful impact
this filing will have on its valued employees, customers,
suppliers and the communities that have supported it over the
years.  Unfortunately, market conditions and Steel Parts'
financial situation have made this very difficult decision
unavoidable.  Steel Parts will use its best efforts to ensure a
seamless transition to operations under Chapter 11 protection and
will continue to work with its suppliers, customers and employees
to minimize the impact of this bankruptcy filing.

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- is a supplier of automatic  
transmissions, suspension and steering components and assemblies,
and other automotive parts.  The Company filed for chapter 11
protection on Sept. 15, 2006 (Bankr. E.D. Mich. Case No. 06-
52972).  Barbara Rom, Esq., and Hannah Mufson McCollum, Esq., at
Pepper Hamilton LLP, in Detroit, Michigan, represent the Debtor.  
When the Debtor filed for protection from its creditors, it
estimated assets and debts between $10 million and $50 million.


TACKLEY MILL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Tackley Mill, L.L.C.
        219 Loudoun Street, Southeast
        Leesburg, Virginia 20175

Bankruptcy Case No.: 06-00820

Chapter 11 Petition Date: September 13, 2006

Court: Northern District of West Virginia (Martinsburg)

Judge: Patrick M. Flatley

Debtor's Counsel: James Paul Campbell, Esq.
                  Campbell Miller Zimmerman, P.C.
                  19 East Market Street
                  Leesburg, Virginia 20176
                  Tel: (703) 771-8344
                  Fax: (703) 777-1485

Total Assets: $39,500,000

Total Debts:  $38,437,805

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
C. Williams Hetzer, Inc.      Trade debt              $2,173,075
P.O. Box 506
Hagerstown, MD 21741

Centex Homes Corp.                                    $1,600,000
14121 Parke Long Court
Suite 201
Chantilly, VA 20151

Beazer Homes Corp.                                    $1,350,000
14901 Bogle Drive, Suite 100
Chantilly, VA 20151

Liphart Steel Co.             Trade debt                $247,693

Resource International, Ltd.  Trade debt                $219,982

RCMS, Inc.                                              $100,000

Heritage Construction         Trade debt                 $88,000

Potesta, Inc.                 Trade debt                 $55,815

Calgon Carbon, Corp.          Trade debt                 $48,888

City of Ranson                                           $30,000

Jefferson County                                         $30,000

Friedlander Misler PLLC       Trade debt                 $29,288

Hardwicket Associates, Inc.   Trade debt                 $26,269

Triad Engineering, Inc.       Trade debt                 $15,658

Roundcorner Studio, LLC       Trade debt                 $14,835

Structural Concepts, Inc.     Trade debt                 $11,894

B-D Marketing                 Trade debt                  $7,996

Steptoe & Johnson PLLC        Trade debt                  $7,191

Crawford & Keller             Trade debt                  $4,238

Community Management Corp.    Trade debt                  $1,500


TFS ELECTRONIC: Court Approves Global Settlement Agreement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Arizona approved the
global settlement agreement by and between TFS Electronic
Manufacturing Services, Inc., Three-Five Systems, Inc., the
Official Committee of Unsecured Creditors and CGSNW-Willows, LLC.

Charles R. Sterbach, Esq., at Greenberg Traurig LLP, told the
Court that the settlement agreement, dated June 5, 2006, resolves
claims between the Parties.

Under the settlement, the Parties agree that, subject to the
reservation of funds sufficient to pay the Debtors' allowed
administrative and allowed priority claims, $3.125 million of the
existing cash will be distributed, on a pro rata basis, to holders
of allowed general unsecured claims other than Three-Five Systems
on or before Sept. 30, 2006.

Willow's claims against the Debtor and Three-Five Systems will be
settled and allowed.

Mr. Sterbach noted that the balance of the existing cash will be
distributed to Three-Five Systems on account of the TFS claim.  
Three-Five System will have no administrative or priority claim in
the Debtor's chapter 11 case.

Headquartered in Redmond, Washington, TFS Electronic Manufacturing
Services, Inc., was an electronics manufacturing services facility
that specializes in New Product Introduction services, prototype
Development and low to medium-volume manufacturing.  The Company
filed for chapter 11 protection on August 19, 2005 (Bankr. D.
Ariz. Case No. 05-15403).  John R. Clemency, Esq., Keriann M.
Atencio, Esq., and Tajudeen O. Oladiran, Esq., at Greenberg
Traurig LLP, represent the Debtor in its restructuring efforts.
Brian N. Spector, Esq., at Jennings Strouss & Salmon, PLC,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protections from its creditors, it estimated
assets between $1 million to $10 million and estimated debts
between $10 million to $50 million.


THAXTON GROUP: Reaches Preliminary Settlement with FINOVA Capital
-----------------------------------------------------------------
The Finova Group, Inc.'s subsidiary, FINOVA Capital Corporation
reached a preliminary settlement to resolve all outstanding claims
in the ongoing litigation with the Thaxton Group Inc. and its
debtor-affiliates, the holders of subordinated notes issued by the
Debtors and the Official Committee of Unsecured Creditors.

The preliminary settlement will settle all of the actions
involving FINOVA Capital and the Debtors, in particular the
actions pending in the U.S. District Court for the District of
South Carolina, Anderson Division, including the June 2006
litigation commenced in the District Court, as well as claims in
the Debtors' chapter 11 proceedings.  The actions were reported in
the Troubled Company Reporter on Aug. 9, 2006.

Under the principal terms of the proposed Settlement, which was
approved by the FINOVA Capital's Board of Directors, on the
effective date of the Debtors' plan of reorganization, FINOVA
Capital will receive all amounts paid by the Debtors to FINOVA
Capital since commencement of the Debtors' chapter 11 proceedings,
minus $16 million, plus interest earned from Aug. 16, 2006, which
will be retained by the Debtors.  In addition, FINOVA Capital will
receive complete releases from all the Debtors for all matters
related to Thaxton.  The proposed Settlement also requires that
the summary judgment order of the District Court be vacated.

The Settlement will be structured as a class action, and FINOVA
Capital will have the right to reject the Settlement if more than
$6 million principal amount of the Debtors subordinated notes opt
out of the Settlement, or any of the current individual plaintiffs
in the Gregory action opts out of the Settlement.

Consummation of the preliminary Settlement is subject to final
documentation, approval by the District Court, the U.S. Bankruptcy
Court for the District of Delaware, notice to the class of the
Settlement and final court approval of the settlement after
hearings on the fairness of the Settlement.

Pursuant to an order of the Bankruptcy Court dated Sept. 11, 2006,
FINOVA Capital has transferred all of the cash received from the
Debtors since commencement of the Debtors' chapter 11 case,
together with interest earned of approximately $97.2 million, to a
trust account to be held by Thaxton.

In conjunction with the proposed Settlement, FINOVA Capital
expects to record a loss of approximately $9 million on the
carrying value, as of June 30, 2006, of its loan to Thaxton.

                         About Finova

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

                        About Thaxton

Headquartered in Lancaster, South Carolina, The Thaxton Group,
Inc., is a diversified consumer financial services company.
The Company filed for Chapter 11 protection on October 17, 2003
(Bankr. Del. Case No. 03-13183).  Daniel B. Butz, Esq.,
Michael G. Busenkell, Esq., and Robert J. Dehney, Esq., at
Morris, Nichols, Arsht & Tunnell, represent the Debtors in their
restructuring efforts.  Alan Kolod, Esq., at Moses & Singer LLP,
represents the Offical Committee of Unsecured Creditors.  As of
Dec. 31, 2005, the Debtors reported assets totaling $98,889,297
and debts totaling $175,693,613.


TITAN FINANCIAL: Hires Brookwood Associates as Financial Advisor
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Georgia
gave Titan Financial Group II, L.L.C., and its debtor-affiliates
authority to employ Brookwood Associates, L.L.C., as their
financial advisor, nunc pro tunc to Sep. 3, 2006.

Brookwood Associates is expected to:

     a) assist in determining the best strategy for maximizing
        the value to be derived from the Debtors and their
        division units;

     b) assist the Debtors in preparing due diligence information
        for potential purchasers of the Debtors' assets and
        soliciting, coordinating, and evaluating transaction
        proposals;

     c) assist the Debtors in coordinating discussions with, and
        arranging and participating in meetings with, prospects;

     d) assist the Debtors in soliciting and evaluating proposals
        from prospects and negotiating contracts with such
        parties; and

     e) perform such other financial advisory and investment
        banking services for the Debtors as may be necessary and
        appropriate.

The Debtor discloses that Brookwood will receive a $50,000
nonrefundable advisory fee upon approval of the Court of the
retention.

At the closing of a transaction, Brookwood will receive:

    * 1.0% of the Aggregate Consideration to the extent that the
      cumulative Aggregate Consideration at all closings is less
      than or equal to the Ledger Balance;

    * plus 5.0% of the Aggregate Consideration of the first
      $2 million in excess of the Ledger Balance;

    * plus 7.5% of the Aggregate Consideration of any amounts
      between $2 million and $4 million in excess of the Ledger
      Balance; and

    * plus 10.0% of the Aggregate Consideration of any amounts in
      excess of Ledger Balance above $4 million.

The Debtor further says that in addition, to the extent that there
is more than one Transaction, each subsequent additional
Transaction Fee payable will be increased by $50,000.  The minimum
Transaction Fee will be $175,000.

Robert S. Winborne, managing director of Brookwood, assures the
Court that the firm does not hold any interest adverse to the
Debtors and is a "disinterested person" as the term defined in
Section 101(14) of the Bankruptcy Code.

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).  Amy Edgy Ferber, Esq., Paul K. Ferdinands,
Esq., and Sarah R. Borders, Esq., at King & Spalding, LLP,
represent the Debtors.  When the Debtors filed for protection from
their creditors, they estimated assets and debts between
$10 million to $50 million.


TRAVELCENTERS OF AMERICA: To Be Acquired by HPT for $1.9 Billion
----------------------------------------------------------------
TravelCenters of America, Inc., entered into an agreement with
Hospitality Properties Trust on Sept. 18, 2006, under which HPT
would purchase TA for total consideration of $1.9 billion.  
TravelCenters expects business to continue as usual at its 162
locations in 40 states and Canada during the transition period.

Oak Hill Capital Partners, L.P., a private equity investment group
and other investors, including TA management and Freightliner,
acquired TA in 2000.  Previously, the company was owned by a group
of institutional investors led by The Clipper Group as well as TA
management and Freightliner.

TA currently expects this transaction to close in early 2007.  HPT
has arranged interim financing for this transaction from Merrill
Lynch & Co., and currently anticipates obtaining long-term
financing for this transaction by the issuance of both debt and
equity securities.

In May, TA reaffirmed its commitment to continued growth and
enhancement of its array of quality products and services for
professional drivers and motorists by seeking a new major investor
to help finance its growth strategies.  Those strategies include
additional locations and an increase in the number of shop bays.

"We are very pleased to announce this latest step in the evolution
of our Company," Tim Doane, President and Chief Executive Officer
of TA, stated.  "We anticipate a bright future for TravelCenters
of America and are excited about the opportunities these changes
will bring to us and our customers.  Over the last decade, TA's
steady growth has continually rewarded the financial support and
confidence of our major investors.  We are pleased to announce the
plan for this new structure, as we believe it will provide TA with
the opportunity and resources to provide enhanced services at
expanded locations to all our customers.

"As was the case with previous ownership transitions, we expect
business as usual at all TA TravelCenters locations.  As we expand
and enhance our services, we will continue to offer fleets, owner-
operators and motorists the highest-quality travel center services
available."

"We are pleased to have this opportunity to undertake the
transactions," John Murray, President of HPT commented.  "We
believe TA is the premier full service network in the country and
we look forward to the continuance of its track record of
providing value to its stakeholders."

Based in Newton, Massachusetts, Hospitality Properties Trust is a
real estate investment trust, or REIT, which currently owns 310
hotels located throughout the United States, Puerto Rico and
Ontario, Canada.

                       About TravelCenters

Headquartered in Westlake, Ohio, TravelCenters of America (NYSE:
HPT) is a network of full-service travel centers in North America.  
The Company has more than 11,500 employees at 162 locations in 40
states and Canada.  TA's cross country network of 162 hospitality
and fuel service areas are primarily located along the U.S.
Interstate Highway System.  The TA network includes 161 locations
in 40 states and one site in Ontario, Canada.

TravelCenters of America's 12-3/4% senior subordinated notes due
2009 carry Moody's Investors Service's Caa1 rating and Standard &
Poor's 'B' rating


TUBECORE LC: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Tubecore LC
        1733 South Carrollton Avenue
        New Orleans, Louisiana 70118

Bankruptcy Case No.: 06-10950

Chapter 11 Petition Date: September 14, 2006

Court: Eastern District of Louisiana (New Orleans)

Judge: Jerry A. Brown

Debtor's Counsel: William Thomas Newton, Esq.
                  324 South Mendenhall
                  Memphis, Tennessee 38117
                  Tel: (901) 833-5756

Total Assets: $20,000,100

Total Debts:  $285,000

Debtor's Three Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
   Mark A. Tessier            Working capital           $135,000
5500 Prytania                 plus interest
PMB 406
New Orleans, LA 70115

Bates Whitside                                          $125,000
938 Lafayette Street
New Orleans, LA 70113

Charles F. Thensted                                      $25,000
One Galleria Boulevard
Suite 1660
Metairie, LA 70001


TURNER-DUNN: List of 20 Largest Unsecured Creditors
---------------------------------------------------
Turner-Dunn Homes, Inc. released a list of its 20 Largest
Unsecured Creditors with the U.S. Bankruptcy Court for the
District of Arizona, disclosing:

    Entity                    Nature Of Claim       Claim Amount
    ------                    ---------------       ------------
Suburban Mortgages            Stock Pledged             $311,824
2510 W Dunlap, 5th Floor
Phoenix, AZ 85021

Arizona Department of                                   $210,921
Revenue
1600 West Monroe
Phoenix AZ 85007-2650                               

Maricopa Meadows HOA                                     $45,893
7740 N 16th St. Rm. 300                              
Phoenix, AZ 85020

Dunn Plastering &                                        $17,600
Stucco, Inc.

Bank of America                                          $15,042

Turner, Louis                                            $10,000

Metrocenter Business          Corporate Office           $9,266
Park - I                      rent

Texas State Construction      Consulting                 $8,915
Sys

Connectivity Systems          Computer Support           $7,121

SSE&L, Inc. dba Cad           Model Cleaning             $7,000
Cleaning

Internal Revenue Service      Form 941                   $6,692

Turner, Tanya                 Wages - Maricopa           $6,476
                              Meadows - Celebration

Arizona Department of                                    $5,346
Revenue

Forrest & Trapp PC            Accounting Services        $4,935

Noble, Ray                    Wages - Corporate          $3,750
                              Office

Sunstale Sweeping                                        $3,000

Hall, Heather                 Wages - Corporate          $2,791
                              Office

Qwest                                                    $2,583

Terrazas, Michele             Wages - McCartney -        $2,500
                              Fiesta

Arizona Copiers Express       Minolta Copier             $2,000

Headquartered in Casa Grande, Arizona, Turner-Dunn Homes, Inc.
develops housing units.  The Debtor and four of its affiliates
file for chapter 11 protection on Aug. 14, 2006 (Bankr. D. Ariz.
Case No. 06-00961).  Alan A. Meda, Esq., at Stinson Morrison
Hecker, LLP, represents the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, it estimated assets and debts between $1 million
and $50 million.


US AIRWAYS: Court Extends Claims Objection Deadline to January 15
-----------------------------------------------------------------
Pursuant to US Airways Group, Inc. and four reorganized debtor-
affiliates' confirmed Plan of Reorganization and with the consent
of the Post-Effective Date Committee, the U.S. Bankruptcy Court
for the Eastern District of Virginia extends the deadline for the
Reorganized Debtors to object to claims to January 15, 2007.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  The Debtors' chapter 11 plan for
its second bankruptcy filing became effective on Sept. 27, 2005.  
The Debtors completed their merger with America West on the same
date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  (US Airways Bankruptcy News,
Issue No. 128; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


US AIRWAYS: Wants Court Nod on Donlin and DRX Contract Termination
------------------------------------------------------------------
US Airways Group, Inc. and four of its affiliates previously
obtained the U.S. Bankruptcy Court for the Eastern District of
Virginia's authority to hire Donlin, Recano & Company, Inc., as
their official claims and noticing agent in their Chapter 11
cases.

Douglas M. Foley, Esq., at McGuirewoods LLP, in Norfolk,
Virginia, tells the Court that Donlin Recano has continuously
performed its services pursuant to its contract with the Debtors,
including maintaining and recording the proofs of claim.

However, the Reorganized Debtors are now in the process of filing
the last claim objections and resolving the remaining disputed
claims.  The various bar dates for filing proofs of claim in the
Reorganized Debtors' cases have likewise passed, Mr. Foley
explains.

Pursuant to the confirmed Joint Plan of Reorganization and prior
to the first periodic distribution date, the Reorganized Debtors
also entered into an agreement with DRX Distribution Management,
Inc.  DRX was retained to assist in making distributions to
creditors holding allowed convenience claims due to the large
volume of distributions needed to be made, Mr. Foley relates.

According to Mr. Foley, majority of Convenience Claim
distributions have already been made.  The Reorganized Debtors,
therefore, no longer need the assistance of DRX and are prepared
to handle the distributions themselves.

For these reasons, the Reorganized Debtors seek the Court's
authority to terminate their contracts with Donlin Recano and
DRX.  The Reorganized Debtors also ask the Court to instruct
Donlin Recano to return paper copies of proofs of claim to the
Clerk of the Bankruptcy Court for archiving purposes.

Mr. Foley explains that the termination of the Contracts is
necessary because there is no need to expend additional sums for
Donlin and DRX's services.

Headquartered in Arlington, Virginia, US Airways' primary business
activity is the ownership of the common stock of US Airways, Inc.,
Allegheny Airlines, Inc., Piedmont Airlines, Inc., PSA Airlines,
Inc., MidAtlantic Airways, Inc., US Airways Leasing and Sales,
Inc., Material Services Company, Inc., and Airways Assurance
Limited, LLC.

Under a chapter 11 plan declared effective on March 31, 2003,
USAir emerged from bankruptcy with the Retirement Systems of
Alabama taking a 40% equity stake in the deleveraged carrier in
exchange for $240 million infusion of new capital.

US Airways and its subsidiaries filed another chapter 11 petition
on Sept. 12, 2004 (Bankr. E.D. Va. Case No. 04-13820).  Brian
P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning,
Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and
Douglas M. Foley, Esq., at McGuireWoods LLP, represent the Debtors
in their restructuring efforts.  In the Company's second
bankruptcy filing, it listed $8,805,972,000 in total assets and
$8,702,437,000 in total debts.  The Debtors' chapter 11 plan for
its second bankruptcy filing became effective on Sept. 27, 2005.  
The Debtors completed their merger with America West on the same
date.

On March 31, 2006, the Court entered a final decree closing the
chapter 11 cases of four affiliates.  (US Airways Bankruptcy News,
Issue No. 128; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)

                        *     *     *

As reported in the Troubled Company Reporter on June 14, 2006,
Standard & Poor's Ratings Services affirmed its 'B-' corporate
credit and other ratings on US Airways Group Inc., and revised the
outlook to stable from negative.


USN CORP: Has $18.2 Million Working Capital Deficit at June 30
--------------------------------------------------------------
USN Corporation incurred a $3.1 million net loss on $4.7 million
of net revenues for the three months ended June 30, 2006, compared
to a $2.2 million loss on $5.3 million of net revenues in 2005,
the Company disclosed in its first quarter financial statements on
Form-10QSB to the Securities and Exchange Commission.

At June 30, 2006, the Company's balance sheet showed $3.2 million
in total assets and $17.2 million stockholders' deficit.

The Company's June 30 balance sheet also showed strained liquidity
with $2.3 million in total current assets available to pay
$20.5 million in total current liabilities coming due within the
next 12 months.

A full-text copy of the Company's Quarterly Report is available
for free at http://researcharchives.com/t/s?11ca

                     Going Concern Doubt

Creason & Associates, P.L.L.C., expressed substantial doubt about
USN Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.

                            About USN

Headquartered in Los Angeles, California, USN Corporation, fka
Premier Concepts Inc., through its wholly owned subsidiary, USN
Television Group, Inc. -- http://www.usntvg.com/-- is a retailer    
of consumer products, such as jewelry, watches, coins and other
collectibles, through interactive electronic media using
broadcast, cable and satellite television and the Internet.  USN
TV's programming is transmitted by satellite to cable television
systems, direct broadcast satellite systems, including DirecTV,
and television broadcasting stations across the United States.  
USN TV also markets its products through the Internet.  Revenues
are primarily generated from sales of merchandise offered through
USN TV's television home shopping programming.

USN filed a voluntary chapter 11 petition on Oct. 10, 200 (Bankr.
C.D. Calif. Case No. 03-36445).  The Bankruptcy Court confirmed
the Company's First Amended Chapter 11 Reorganization Plan on
Nov. 30, 2004.  Lawrence A. Diamant, Esq., at Robinson, Diamant, &
Wolkowitz, represented the Debtor in its chapter 11 restructuring.  
USN will remain subject to the jurisdiction of the Bankruptcy
Court until it makes its final payment to unsecured creditors in
the fourth quarter of fiscal year 2006.


VALASSIS COMMUNICATIONS: S&P Holds BB Ratings on Negative Watch
---------------------------------------------------------------
Standard & Poor's Ratings Services' 'BB' ratings on
Livonia, Michigan-headquartered marketing services provider
Valassis Communications Inc. remained on CreditWatch with
negative implications where they were placed on June 26, 2006.

The CreditWatch update follows Valassis' announcement that
Deleware's Court of Chancery set a date of Dec. 11, 2006, to
begin trial proceedings in the company's suit against ADVO Inc.
to rescind the $1.3 billion merger agreement.  Valassis is
alleging fraud and material adverse changes in ADVO's business.  

The CreditWatch listing reflects the uncertainties surrounding
the resolution of the suit at a time when the company's existing
business operations have been challenged.

Standard & Poor's expects to resolve the CreditWatch listing as
the financial implications (if any) associated with this lawsuit
become clearer.  The rating agency expects that this may occur
sometime in the March 2007 quarter.

However, Standard & Poor's may resolve the CreditWatch listing
sooner if sufficient information becomes available.  In addition
to considering the potential financial impact associated with the
lawsuit, Standard & Poor's will assess the prospects for Valassis'
businesses, which have been under pressure.

Also, if the merger agreement is rescinded, Valassis' long-term
financial policy priorities will factor meaningfully into Standard
& Poor's analysis.


VILLAJE DEL RIO: Files Third Amended Disclosure Statement in Texas
------------------------------------------------------------------
Villaje Del Rio Ltd. delivered a Third Amended Disclosure
Statement explaining its Third Amended Plan of Reorganization to
the U.S. Bankruptcy Court for the Western District of Texas in San
Antonio.

                   Implementation of the Plan

All cash necessary for the Debtor to make payments pursuant to the
Plan will be obtained from the sale of its real property and the
pursuit of litigation claims.

As the Debtor's representative, George Geis, Esq., at Hohmann,
Taube & Summers, LLP will guarantee payment of fees and expenses
for the prosecution of the Litigation Claims.  Fees and expenses
for pursuing the Litigation Claims is expected to exceed $200,000.

                       Treatment of Claims

Under the Amended Plan, each holder of an Allowed Class II
Priority Non Tax Claim will be paid in full pursuant to an
agreement between the Debtor and the claimant on the effective
date of the Plan.

Holders of Class III Priority Tax Claims will be paid in full,
through equal monthly payments of principal and interest of the
Allowed Claim over a period of five years, plus statutory
interest.

Holders of Allowed Convenience Claims will receive the lesser of
their Allowed Claim or $1,000 in full satisfaction of their
Allowed Claim within 60 days from the effective date.

Holders of Allowed General Unsecured Claim will have the right to
elect treatment as an Allowed Convenience Claim by making their
election for the treatment on their timely filed Ballot.
Otherwise, they will receive their pro rate share of proceeds from
the Litigation Claims.

The Allowed Claim of George Geis, totaling $1.5 million, will be
paid with the excess cash flow, if any, from the Debtor after all
senior classes are paid in full.

Equity Interests Holders will not receive any distribution on
account of the interests until all senior allowed claims are paid
in full.

All Allowed Lease Cure Claims, equal to the monetary amount
necessary to fully cure any lease or executory contract of the
Debtor assumed under the Plan, will be paid pursuant to Section
6.6 of the Plan.

A full-text copy of the Debtor's Third Amended Disclosure
Statement is available for a fee at:

  http://www.researcharchives.com/bin/download?id=060918223118

                      About Villaje Del Rio

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


VILLAJE DEL RIO: Disclosure Statement Hearing Set on October 23
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Western District of Texas will
convene at 2 p.m. on Oct. 23, 2006, at the S.A. Courtroom 3,
Hipolito F. Garcia Federal Building & Courthouse, 615 East Houston
Street in San Antonio, Texas, to consider on the adequacy of the
Third Amended Disclosure Statement explaining Villaje Del Rio
Ltd.'s Third Amended Chapter 11 Plan of Reorganization.

Any objections to the Disclosure Statement must be filed with the
Court by Oct. 13, 2006.

Headquartered in San Antonio, Texas, Villaje Del Rio, Ltd., is a
real estate developer.  The company filed for chapter 11
protection on May 1, 2006 (Bankr. W.D. Tex. Case No. 06-50797).
Eric J. Taube, Esq., at Hohmann, Taube & Summers, L.L.P.,
represents the Debtor.  No Official Committee of Unsecured
Creditors has been appointed in the Debtor's case.  When the
Debtor filed for protection from its creditors, it estimated
assets of less the $50,000 and estimated debts between $10 million
and $50 million.


WELD WHEEL: Can Access Up to $18.5 Million of DIP Financing
-----------------------------------------------------------
The Honorable Dennis R. Dow of the U.S. Bankruptcy Court for the
Western District of Missouri, Western Division, authorized Weld
Wheel Industries, Inc., and its debtor-affiliates to obtain up to
$18.5 million of debtor-in-possession loans from PNC Bank,
National Association.

Judge Dow further allowed the Debtors to use cash collateral
securing repayment of its prepetition debts to PNC.  When they
filed for bankruptcy protection, the Debtors owed PNC
approximately $16.2 million, excluding interest, on account of an
October 2004 Amended and Restated Revolving Credit, Term Loan,
Equipment Loan and Security Agreement.

The Debtors told the Court that they need access to a debtor-in-
possession credit facility and use their lender's cash collateral
in order to complete the orderly liquidation and maximize assets
for the benefit of their creditors and estates.

As security for the Postpetition indebtedness, the Debtors grant
PNC valid and perfected security interests in, and liens on all of
their assets subject to a carve out for fees due to the U.S.
Trustee and payments to professionals retained by any of the
Debtors or the Official Committee of Unsecured Creditors.

As adequate protection for any diminution in value of its
prepetition collateral, PNC is granted valid and perfected,
replacement security interests in, and liens on the Debtors'
assets in a addition to a superpriority claim junior only to the
claim granted on account of the DIP loans and the carve-out for
the U.S. Trustee and professionals.

PNC's obligations under the DIP financing and cash collateral use
order is subject to:

     -- a reaffirmation by Richard G. Weld, the Debtors'
        principal, of his limited guaranty of the Debtors' debts
        in a principal amount not to exceed $500,000 plus interest
        and costs and expenses of collection and accrued interest;
        and

     -- delivery to PNC of proof that its collateral is insured
        for the full replacement value and that it is named as
        loss payee under the insurance policies.

Weld Wheel Industries, Inc. -- http://www.weldracing.com/--    
manufactures forged alloy wheels to enhance the performance and
appearance of racecars, off-road trucks, luxury pickups, SUV's,
premium motorcars, customs, hot rods, and motorcycles.  Weld Wheel
and its two debtor-affiliates filed for Chapter 11 protection on
Aug. 17, 2006 (Bankr W.D. Mo. Case No. 06-42105). Cynthia Dillard
Parres , Esq., and Laurence M. Frazen, Esq., at Bryan Cave LLP,
represents the Debtors.  The Official Committee of Unsecured
Creditors has selected Spencer Fane Britt & Browne LLP as counsel.  
When the  Debtor sought protection from its creditors, it
estimated its assets and debts at $10 to $50 million.


WELD WHEEL: Creditors' Panel Wants Mesirow as Financial Advisors
----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Weld
Wheel Industries, Inc., and its debtor-affiliates' bankruptcy
cases asks the U.S. Bankruptcy Court for the Western District of
Missouri for permission to retain Mesirow Financial Consulting,
LLC as its financial advisors, nunc pro tunc to Aug. 29, 2006.

Mesirow Financial will:

     a) analyze the Debtors' procedures and status regarding the
        proposed Section 363 sale to American Racing Equipment,
        Inc.;

     b) review due diligence procedures currently in place and
        make any additional recommendations to the Committee;

     c) assist with the analysis and evaluation of potential
        competing bids in regards to the Section 363 sale;

     d) assist in the review of reports or filings as required by
        the Bankruptcy Court or the Office of the United States
        Trustee, including, but not limited to, schedules of
        Assets and liabilities, statements of financial affairs
        and monthly operating reports;

     e) review of the Debtors' financial information, including,
        but not limited to, analyses of cash receipts and
        disbursements, financial statement items and proposed
        transactions for which Bankruptcy Court approval is
        sought;

     f) review and analyze the Debtors' reporting regarding cash
        collateral and any debtor-in-possession financing
        arrangements and budgets; and

     g) perform other functions as requested by the Committee or
        its counsel to assist the Committee.

Mesirow Financial will be compensated a fixed fee of $75,000 for
its evaluation of the 363 Sale process for the period ending Sept.
30, 2006.  The Committee asks the Court to waive the requirements
in Bankruptcy Rule 2016(a) because the firm will not be
compensated on an hourly basis.

Thomas D. Bibby, at Mesirow Financial, assures the Court that his
firm is a "disinterested person" as that term is defined in
section 101(14) of the Bankruptcy Code.

                        About Weld Wheel

Weld Wheel Industries, Inc. -- http://www.weldracing.com/--   
manufactures forged alloy wheels to enhance the performance and
appearance of racecars, off-road trucks, luxury pickups, SUV's,
premium motorcars, customs, hot rods, and motorcycles.  Weld Wheel
and its two debtor-affiliates filed for Chapter 11 protection on
Aug. 17, 2006 (Bankr W.D. Mo. Case No. 06-42105). Cynthia Dillard
Parres , Esq., and Laurence M. Frazen, Esq., at Bryan Cave LLP,
represents the Debtors.  The Official Committee of Unsecured
Creditors has selected Spencer Fane Britt & Browne LLP as counsel.  
When the  Debtor sought protection from its creditors, it
estimated its assets and debts at $10 to $50 million.


WINN-DIXIE: Wants Protective Order on Visagent Discovery
--------------------------------------------------------
Pursuant to Rules 7026(c) and 9018 of the Federal Rules of
Bankruptcy Procedure, Winn-Dixie Stores, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Middle District
of Florida to enter a protective order that will govern the
confidential commercial information that claimant Visagent
Corporation seeks to discover from them.

David L. Gay, Esq., at Smith Hulsey & Busey, in Jacksonville,
Florida, relates that Visagent has served the Debtors with
requests seeking documents regarding their purchases and sales of
goods on the secondary market.  The documents identify parties
the Debtors made transactions with, and the prices of the goods
purchased.

A protective order governing the confidentiality of the Debtors'
commercial information will help expedite discovery relating to
Visagent's claim, Mr. Gay says.

The Debtors and Visagent agree, among other things, that:

   (a) the confidential information contained in the documents
       will be affixed a "confidential" legend; and

   (b) Visagent will use the confidential information solely for
       the purpose of contested matters and adversary proceedings
       in the Debtors' Chapter 11 cases and will not disclose the
       confidential information to any third party.

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


WINN-DIXIE: Wants to Reject Four Louisiana Store Leases
-------------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates own four stores
in Louisiana that sustained significant damage from Hurricane
Katrina, and as a result, they are unable to operate these grocery
stores:

          Store No.    Store Address              City
          ---------    -------------           -----------
            1403       1841 Almonaster St.     New Orleans
            1417       7135 Bundy Road         New Orleans
            1434       7330 West Judge Perez   Arabi
            1437       2841 S. Claiborne Ave.  New Orleans

In an effort to save nearly $1,800,000 annually, the Debtors seek
permission from the U.S. Bankruptcy Court for the Middle District
of Florida to reject the Leases.  

The Debtors also ask the Court to establish the bar date for the
landlords of each of the Leases to file any rejection damage
claim at 30 days after the Court approves the request.

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


* Large Companies with Insolvent Balance Sheets
-----------------------------------------------  
                                Total  
                                Shareholders  Total     Working  
                                Equity        Assets    Capital  
Company                 Ticker  ($MM)          ($MM)     ($MM)  
-------                 ------  ------------  -------  --------  
Abraxas Petro           ABP         (21)         132       (6)
Adventrx Pharma         ANX         (11)          20      (12)
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
Immersion Corp.         IMMR        (20)          47       32
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, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***