TCR_Public/061130.mbx          T R O U B L E D   C O M P A N Y   R E P O R T E R

           Thursday, November 30, 2006, Vol. 10, No. 285

                             Headlines

ADELPHIA COMMS: ADDvantage Buys $1.8 Mil. of Digital Set-Top Boxes
ADELPHIA COMMS: Highland Carlsbad Sells Vacant Lot for $650,000
AMERICREDIT AUTO: Moody's Lifts Ba2 Rating on Class E Certificates
ASSOCIATED ESTATES: Moody's Lifts Senior Debt Shelf Rating to B1
BNS HOLDING: Acquires 80% Stake in Collins Industries

BNS HOLDING: Posts $22,000 Net Loss in Quarter Ended September 30
BRICE ROAD: Ohio Court Confirms Amended Joint Chapter 11 Plan
CAPITAL BEVERAGE:  Posts $194,609 Net Loss in 2006 Third Quarter
CARAVELLE INVESTMENT: Fitch Holds Junk Rating on $42 Million Notes
CHASE MORTGAGE: Fitch Puts Low-B Ratings on $1.6MM Class B Certs.

CIDER RIDGE: USBA Wants Chapter 11 Case Converted or Dismissed
CITICORP MORTGAGE: Fitch Rates $1.27MM Class B Certs. at Low-B
COIN BUILDERS: Section 341(a) Meeting Scheduled for December 6
COMCAST CORPORATION: Selects Michael Angelakis as New CEO
CONSTRUCTORA AUSUBO: Case Summary & 20 Largest Unsecured Creditors

COPELANDS' ENT: Judge Walrath Amends Keen Realty's Work Scope
CREDIT SUISSE: Fitch Assigns Low-B Ratings on $31.6 Mil. Certs.
DANA CORP: To Undertake Steps to Improve Annual Pre-Tax Income
DANA CORP: Wants to Walk Away form 4 Warehouse & Equipment Leases
DELPHI CORP: Drafts Plan to Permanently Hire Temporary Workers

DELPHI CORP: Unit Signs Distribution Deal with TTI Inc.
DELTA AIR: Intends to Recall 200 Additional Pilots in 2007
DELTA MUTUAL: 2006 Third Quarter Net Loss Decreases to $531,329
DPL INC: Inks New $220 Mil. Credit Facility with JPMorgan, et. al
DPL INC: Selling Darby Generating Station to AEP for $102 Million

DURA AUTOMOTIVE: Hires Togut Segal as Conflicts Counsel
DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order
EGENE INC: Earns $30,689 in Third Quarter Ended September 30
ENTERGY NEW ORLEANS: Court Further Extends Exclusivity Periods
ENTERGY NEW ORLEANS: Court to Hear FGIC's Plea on December 7

EUGENE DAUGHTY: Voluntary Chapter 11 Case Summary
FIRST UNION: Fitch Holds CCC Rating on Series 1997-3 Cl. B Certs.
FORD MOTOR: 38,000 Hourly Workers Accept Buyout Offer
FORD MOTOR: Moody's Rates $15-Bil. Secured Credit Facility at Ba3
FREEPORT-MCMORAN: Earns $365.7 Million in 2006 Third Quarter

FRIENDLY ICE: Oct. 1 Stockholders' Deficit Narrows to $136.6 Mil.
GENTA INC: Incurs $14.9 Million Net Loss in 2006 Third Quarter
GOLDSPRING INC: Extends Employment Pact With CEO Robert T. Faber
GOLDSPRING INC: Sept. 30 Working Capital Deficit Tops $17.1 Mil.
GREAT PANTHER: Topia and Guanajuato Mines Production Increases

HARRAH'S ENT: Penn National Will Offer Cash and Stock Bid
HELLER FINANCIAL: Fitch Lifts Low-B Ratings on K & L Cert. Classes
HOUGHTON MIFFLIN: Accepts $1.75 Buyout Bid from Riverdeep Inc.
HOUGHTON MIFFLIN: HM Rivergroup Deal Cues Moody's Ratings Review
INCO LTD: Reports $701 Million Net Income in 2006 Third Quarter

INTERNATIONAL PAPER: Selling 13 Sawmills to West Fraser for $325MM
INTERSTATE BAKERIES: Sells Railcar Lease Option to The Andersons
INTERSTATE BAKERIES: Sells Westbrook Property to Fruit Rollup
JP MORGAN: Fitch Puts Low-B Ratings on $10 Million Class LV Certs.
JP MORGAN: Fitch Puts Low-B Ratings on Six Certificate Classes

KENNETH CUTHBERTSON: Case Summary & 20 Largest Unsecured Creditors
LENOX GROUP: Earns $5.3 Million in Quarter Ending September 30
LIFE SCIENCES: Third Quarter Equity Deficit Widens to $25.3 Mil.
LIFESTREAM TECH: Case Summary & 20 Largest Unsecured Creditors
LPL HOLDINGS: Moody's Affirms Corporate Family Rating at B2

MALPASO ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
MERIDIAN AUTOMOTIVE: Wants to Assume Add'l. 11 Contracts & Leases
MESABA AVIATION: Inks $24 Mil. Revolving Credit Pact with Marathon
MESABA AVIATION: Reports October 2006 Traffic Results
MICRO COMPONENT: Incurs $1.9 Mil. Net Loss in 2006 Third Quarter

NEWCOMM WIRELESS: Case Summary & 20 Largest Unsecured Creditors
NICOLAISEN & SONS: Case Summary & 13 Largest Unsecured Creditors
OWENS CORNING: Filing of Admin. Claims Notices Set To December 15
OWENS CORNING: Officers & Directors Acquire Company Securities
PENN NATIONAL: Third Quarter Net Income Rose to $155 Million

PENN NATIONAL: Will Offer Cash and Stock Bid for Harrah's Ent.
PREDIWAVE CORP: Hires Asahi Koma as Japanese Counsel
PREDIWAVE CORP: Wants Plan-Filing Period Stretched to February 8
PRICE OIL: Asks Court to Dismiss Chapter 11 Cases
PRICELINE.COM: Earns $47.8 Million in Third Quarter Ended Sept. 30

PROCARE AUTOMOTIVE: Plan Confirmation Hearing Slated for Dec. 14
PROXIM CORP: Unsecured Creditors May Recover 8.9%-10.3% on Claims
PROXIM CORP: Court to Confirm Amended Liquidation Plan on Jan. 18
QWEST COMMUNICATIONS: Moody's Lifts Corporate Family Rating to Ba2
REGIONS AUTO: Moody's Raises Ba3 Rating on Class C Certs. to Baa3

SAINT VINCENTS: Sells Right to Collect $190 Million in Bad Debts
SBARRO INC: Discloses Terms of MidOcean Merger Agreement
SBARRO INC: Moody's Changes Outlook to Developing from Positive
SENIOR HOUSING: Moody's Affirms B1 Preferred Stock Shelf Rating
SOLUTIA INC: U.S. Labor Secretary Wants Plan Confirmation Denied

SPECIALIZED HOTEL/MOTEL: Case Summary & Largest Unsecured Creditor
STEEL PARTS: Gets Final Court OK on $3.9 Mil. Wells Fargo DIP Pact
STRUCTURED ASSET: Moody's Junks Rating on Class B Certificates
SUNCOM WIRELESS: Sept. 30 Balance Sheet Upside-Down by $378 Mil.
TAG-IT PACIFIC: Earns $339,117 in 3rd Quarter Ended Sept. 30, 2006

TRUMAN CAPITAL: Moody's Cuts Baa2 Rating on Cl. M-3 Certs. to B1
U.S. ENERGY: Case Summary & 40 Largest Unsecured Creditors
W.R. GRACE: Committee Approves 2006 Long-Term Incentive Program
W.R. GRACE: Judge Fitzgerald Approves $13 Mil. IRS Claims Accord
WELLCARE HEALTH: Moody's Affirms Ba3 Senior Secured Debt Rating

WELLS FARGO: Fitch Rates B-4 and B-5 Certificate Classes at Low-B
WOLF CAMERA: Trustee Wants Chapter 11 Case Converted or Dismissed
XYBERNAUT CORP: Judge Mayer Confirms Amended Joint Chapter 11 Plan

* Drinker Biddle to Merge with Gardner Carton

* Chapter 11 Cases with Assets & Liabilities Below $1,000,000

                             *********

ADELPHIA COMMS: ADDvantage Buys $1.8 Mil. of Digital Set-Top Boxes
------------------------------------------------------------------
Broadband Redistribution International, a new subsidiary of
ADDvantage Technologies Group Inc., completed the purchase of
82,034 Scientific-Atlanta and 16,889 Motorola surplus digital set-
top boxes from Adelphia Communications Corporation for
approximately $1.8 million.

The purchase of the equipment from Adelphia was finalized after
the U.S. Bankruptcy Court for the Southern District of New York
approved the sale.

                  About ADDvantage Technologies

Based in Broken Arrow, Oklahoma, ADDvantage Technologies Group,
Inc. (Amex: AEY) -- http://www.addvantagetech.com/-- supplies the  
cable television industry with a comprehensive line of new and
used system-critical network equipment and hardware, including
Scientific-Atlanta and Motorola, as well as operating a national
network of technical repair centers.  ADDvantage operates through
its subsidiaries, Tulsat, Tulsat-Atlanta, Tulsat-Nebraska, Tulsat-
Texas, NCS Industries, ComTech Services, Jones Broadband
International, and Broadband Redistribution International.

              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.
(Adelphia Bankruptcy News, Issue No. 150; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


ADELPHIA COMMS: Highland Carlsbad Sells Vacant Lot for $650,000
---------------------------------------------------------------
Adelphia Communications Corporation's debtor affiliate, Highland
Carlsbad Operating Subsidiary Inc., pursuant to an excess assets
sale procedures approved by the U.S. Bankruptcy Court for the
Southern District of New York, informed the Court that it will
sell a vacant lot in Carlsbad, California, for $650,000 to Hooman
Karamian and Amanda Toney.

Highland Carlsbad also told the Court that no appraisal of the
property was conducted.

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

Adelphia Cablevision Associates of Radnor, L.P., and 20 of its
affiliates, collectively known as Rigas Manged Entities, are
entities that were previously held or controlled by members of the
Rigas family.  In March 2006, the rights and titles to these
entities were transferred to certain subsidiaries of Adelphia
Cablevision, LLC.  The RME Debtors filed for chapter 11 protection
on March 31, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10622 through
06-10642).  Their cases are jointly administered under Adelphia
Communications and its debtor-affiliates chapter 11 cases.
(Adelphia Bankruptcy News, Issue No. 150; Bankruptcy Creditors'
Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000).


AMERICREDIT AUTO: Moody's Lifts Ba2 Rating on Class E Certificates
------------------------------------------------------------------
Moody's Investors Service upgraded 89 securities from 53 auto loan
backed securitizations.  The rating action reflects a
strengthening in the credit profile of the securities, based upon
the actual performance of the transactions and the build up of
credit enhancement relative to expected future losses in the
underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.

In addition to the higher credit enhancement levels, some of the
auto loan pools are performing better than Moody's initial
expectations.

The current upgrades are a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

These are the rating actions:

   * Upgrade:

     -- AmeriCredit Automobile Receivables Trust 2004-1, Class
        B, Upgraded from Aa1 to Aaa

     -- AmeriCredit Automobile Receivables Trust 2004-1, Class
        C, Upgraded from Aa2 to Aaa

     -- AmeriCredit Automobile Receivables Trust 2004-1, Class
        D, Upgraded from A2 to Aa2

     -- AmeriCredit Automobile Receivables Trust 2005-1, Class
        B, Upgraded from Aa1 to Aaa

     -- AmeriCredit Automobile Receivables Trust 2005-1, Class
        C, Upgraded from A1 to Aa1

     -- AmeriCredit Automobile Receivables Trust 2005-1, Class
        D, Upgraded from Baa2 to A2

     -- AmeriCredit Automobile Receivables Trust 2005-1, Class
        E, Upgraded from Ba2 to Baa2

     -- Banc of America Securities Auto Trust 2005-WF1, Class B,
        Upgraded from A3 to Aa3

     -- Bay View 2005-LJ-2 Owner Trust; Class B, Upgraded from
        Aa2 to Aaa

     -- Bay View 2005-LJ-2 Owner Trust; Class C, Upgraded from
        A2 to Aa2

     -- Bay View 2005-LJ-2 Owner Trust; Class D, Upgraded from
        Baa2 to Baa1

     -- Capital Auto Receivables Asset Trust 2004-1,
        Certificates, Upgraded from Aa3 to Aa1

     -- Capital Auto Receivables Asset Trust 2004-2, Class B,
        Upgraded from A1 to Aa3

     -- Capital Auto Receivables Asset Trust 2005-1, Class B,
        Upgraded from A1 to Aa3

     -- Capital One Auto Finance Trust 2005-B-SS; Class B,
        Upgraded from Aa1 to Aaa

     -- Capital One Auto Finance Trust 2005-B-SS; Class C,
        Upgraded from A1 to Aa1

     -- Capital One Auto Finance Trust 2005-B-SS; Class D,
        Upgraded from Baa2 to A2

     -- Capital One Prime Auto Receivables Trust 2003-2, Class
        B, Upgraded from A2 to Aa3

     -- Capital One Prime Auto Receivables Trust 2004-3, Class
        B, Upgraded from A2 to A1

     -- CarMax Auto Owner Trust 2003-2, Class B, Upgraded from
        Aa1 to Aaa

     -- CarMax Auto Owner Trust 2003-2, Class C, Upgraded from
        Aa3 to Aa1

     -- CarMax Auto Owner Trust 2003-2, Class D, Upgraded from
        Baa1 to A1

     -- CarMax Auto Owner Trust 2004-1, Class C, Upgraded from
        Aa3 to Aa2

     -- CarMax Auto Owner Trust 2004-1, Class D, Upgraded from
        Baa2 to A3

     -- CarMax Auto Owner Trust 2004-2, Class B, Upgraded from
        Aa2 to Aa1

     -- CarMax Auto Owner Trust 2004-2, Class C, Upgraded from
        A2 to Aa3

     -- CarMax Auto Owner Trust 2004-2, Class D, Upgraded from
        Baa3 to Baa1

     -- CarMax Auto Owner Trust 2005-1, Class B, Upgraded from
        A2 to Aa2

     -- CarMax Auto Owner Trust 2005-2, Class B, Upgraded from
        A2 to Aa2

     -- CarMax Auto Owner Trust 2005-2, Class C, Upgraded from
        Baa3 to Baa1

     -- CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-1, Upgraded from Aa3 to Aa1

     -- CARSS Finance Limited Partnership 2004-A/CARSS Finance
        Corporation 2004-A, Class B-2, Upgraded from Baa2 to A2

     -- Chase Manhattan Auto Owner Trust 2003-A, Certificates,
        Upgraded from Aa1 to Aaa

     -- Chase Manhattan Auto Owner Trust 2003-B, Certificates,
        Upgraded from Aa3 to Aa1

     -- Chase Manhattan Auto Owner Trust 2003-C, Certificates,
        Upgraded from Aa3 to Aa2

     -- DaimlerChrysler Auto Trust 2004-A, Class B, Upgraded
        from A2 to Aa3

     -- DaimlerChrysler Auto Trust 2005-A, Class B, Upgraded
        from A2 to A1

     -- Ford Credit Auto Owner Trust 2004-1, Class B, Upgraded
        from Aa1 to Aaa

     -- Ford Credit Auto Owner Trust 2004-2, Class B, Upgraded
        from Aa1 to Aaa

     -- Ford Credit Auto Owner Trust 2004-A, Class B, Upgraded
        from Aa1 to Aaa

     -- Ford Credit Auto Owner Trust 2004-A, Class C, Upgraded
        from A2 to Aa2

     -- Ford Credit Auto Owner Trust 2005-1, Class B, Upgraded
        from Aa1 to Aaa

     -- Ford Credit Auto Owner Trust 2005-2, Class B, Upgraded
        from Aa2 to Aaa
      
     -- Ford Credit Auto Owner Trust 2005-3, Class B, Upgraded
        from Aa2 to Aaa

     -- Ford Credit Auto Owner Trust 2005-A, Class B, Upgraded
        from Aa1 to Aaa

     -- Ford Credit Auto Owner Trust 2005-A, Class C, Upgraded
        from A2 to Aa2

     -- Ford Credit Auto Owner Trust 2005-B, Class B, Upgraded
        from Aa3 to Aaa

     -- Ford Credit Auto Owner Trust 2005-B, Class C, Upgraded
        from Baa1 to A1

     -- Ford Credit Auto Owner Trust 2005-C, Class B, Upgraded
        from Aa3 to Aaa

     -- Ford Credit Auto Owner Trust 2005-C, Class C, Upgraded
        from Baa1 to A1

     -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-B-1,
        Upgraded from Aa1 to Aaa

     -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-B-2,
        Upgraded from Aa1 to Aaa

     -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-C,
        Upgraded from Aa2 to Aaa

     -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-D,
        Upgraded from A2 to Aa2

     -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-E,
        Upgraded from Baa3 to A3

     -- GS Auto Loan Trust 2005-1, Class B, Upgraded from A2 to
        Aa1

     -- GS Auto Loan Trust 2005-1, Class C, Upgraded from Baa3
        to Baa2

     -- Harley-Davidson Motorcycle Trust 2003-1, Class B,
        Upgraded from A1 to Aa1

     -- Hyundai Auto Receivables Trust 2003-A, Class B, Upgraded
        from Aa2 to Aaa

     -- Hyundai Auto Receivables Trust 2003-A, Class C, Upgraded
        from Aa3 to Aa1

     -- Hyundai Auto Receivables Trust 2003-A, Class D, Upgraded
        from Baa2 to A2

     -- Merrill Auto Trust Securitization 2005-1, Class B,
        Upgraded from A2 to A1

     -- Regions Auto Receivables Trust 2003-2, Class B, Upgraded
        from A2 to A1

     -- Regions Auto Receivables Trust 2003-2, Class C, Upgraded
        from Ba3 to Baa3

     -- USAA Auto Owner Trust 2004-1, Class B, Upgraded from A2
        to Aa2

     -- USAA Auto Owner Trust 2004-2, Class B, Upgraded from
        Baa1 to A1

     -- USAA Auto Owner Trust 2004-3, Class B, Upgraded from
        Baa2 to A3

     -- USAA Auto Owner Trust 2005-1, Class B, Upgraded from
        Baa3 to Baa2

     -- USAA Auto Owner Trust 2005-2, Class B, Upgraded from
        Baa3 to Baa2

     -- Wachovia Auto Owner Trust 2004-A, Class B, Upgraded from
        Aa2 to Aaa
      
     -- Wachovia Auto Owner Trust 2004-B, Class B, Upgraded from
        Aa2 to Aa1

     -- Wachovia Auto Owner Trust 2004-B, Class C, Upgraded from
        A3 to Aa3

     -- Wachovia Auto Owner Trust 2005-A, Class B, Upgraded from
        Baa3 to Baa2

     -- WFS Financial 2003-2 Owner Trust, Class C, Upgraded from
        A2 to A1

     -- WFS Financial 2003-2 Owner Trust, Class D, Upgraded from
        Baa1 to A3

     -- WFS Financial 2004-1 Owner Trust, Class B, Upgraded from
        Aa1 to Aaa

     -- WFS Financial 2004-1 Owner Trust, Class C, Upgraded from
        Aa2 to Aa1

     -- WFS Financial 2004-1 Owner Trust, Class D, Upgraded from
        A1 to Aa3

     -- WFS Financial 2004-2 Owner Trust, Class D, Upgraded from
        A3 to A2

     -- WFS Financial 2004-3 Owner Trust, Class D, Upgraded from
        A3 to A2

     -- WFS Financial 2004-4 Owner Trust, Class D, Upgraded from
        A3 to A2

     -- WFS Financial 2005-1 Owner Trust, Class B, Upgraded from
        Aa2 to Aa1

     -- WFS Financial 2005-1 Owner Trust, Class C, Upgraded from
        A1 to Aa3

     -- WFS Financial 2005-1 Owner Trust, Class D, Upgraded from
        Baa1 to A3

     -- WFS Financial Owner Trust 2005-2, Class B, Upgraded from
        Aa2 to Aaa

     -- WFS Financial Owner Trust 2005-2, Class C, Upgraded from
        A2 to Aa2

     -- WFS Financial Owner Trust 2005-2, Class D, Upgraded from
        Baa3 to Baa1

     -- WFS Financial 2005-3 Owner Trust, Class B, Upgraded from
        Aa2 to Aa1

     -- World Omni Auto Receivables Trust 2003-B, Class B,
        Upgraded from A1 to Aa2


ASSOCIATED ESTATES: Moody's Lifts Senior Debt Shelf Rating to B1
----------------------------------------------------------------
Moody's Investors Service raised the senior unsecured debt shelf
rating of Associated Estates Realty Corporation to B1 from B2.  
The B3 preferred stock shelf rating was affirmed.

The rating outlook is stable.

According to the rating agency, the ratings upgrade reflects the
REIT's improving earnings and reduced leverage resulting from its
portfolio repositioning efforts.

According to Moody's, Associated Estates' performance has lagged
that of many of its multifamily peers due to its concentration in
weaker Midwest markets, which comprise about 70% of net operating
income.  These markets strengthened throughout 2006, enabling the
REIT's core portfolio to post 4.8% same-property NOI growth for
the nine months ended 2006.

Moody's also notes Associated Estates' progress on executing its
plan to sell weaker-performing assets and reduce leverage.  The
REIT's effective leverage, although still high at 61% of gross
assets, has declined from 64% in the prior year period.

Moody's indicated that Associated Estates' liquidity is adequate,
with an increasing pool of unencumbered assets and well-laddered
debt maturity schedule.

Moody's believes Associated Estates' asset quality and market
position remain important credit challenges.  The REIT's
geographic concentration in weaker Midwestern markets and small
size provide little opportunity for leadership.  This
concentration has hampered Associated Estates' profitability, and
its EBITDA margin has been consistently below that of its
multifamily peers.  In addition, overall leverage and secured debt
levels remain high.

The stable ratings outlook reflects Moody's expectation that
Associated Estates' core portfolio performance will continue to
improve, along with the broader multifamily market.

Moody's also expects the REIT's sales of non-core assets will
result in further earnings and balance sheet improvement.

A rating upgrade would depend on further sound operating
performance, coupled with a reduction in effective leverage closer
to 50% of gross assets and improvement in fixed charge coverage
above 1.6x.  An ability to reduce geographic concentration with no
state comprising more than one-third of total NOI would also
provide upward ratings momentum, as would a demonstrated capacity
to grow.  Downward rating action would most likely result from a
sustained deterioration in operating performance with fixed charge
coverage falling below 1.2x and leverage rising to the mid-60%
range.

These ratings were raised:

   * Associated Estates Realty Corporation

     -- senior unsecured debt shelf to B1 from B2.

Affirmed:

   * Associated Estates Realty Corporation

     -- preferred stock shelf at B3.

Associated Estates Realty Corporation is a real estate investment
trust headquartered in Richmond Heights, Ohio.  The REIT directly
or indirectly owns, manages or is a joint venture partner in
103 multifamily communities containing a total of 21,348 units
located in ten states.


BNS HOLDING: Acquires 80% Stake in Collins Industries
-----------------------------------------------------
BNS Holding Inc. has acquired an approximately 80% interest in
Collins Industries Inc.  The transaction arose after Steel
Partners II, holder of approximately 42% of the outstanding common
stock of BNS, entered into a merger agreement with Collins.

Under the terms of that agreement, a new wholly owned subsidiary
of Steel Partners would merge into Collins Industries, with the
existing shareholders of Collins Industries receiving $12.50 per
share.

Steel subsequently assigned its rights under the agreement to BNS.

The result was that BNS acquired an approximately 80% interest in
the holding company that now owns Collins Industries.  An entity
controlled by American Industrial Partners holds an approximately
20% interest.  American Industrial Partners is a manager of
private equity funds with a focus on investing in American
industrial companies.

Headquartered in Hutchinson, Kansas, Collins Industries, Inc. --
http://www.collinsind.com/-- manufactures ambulances (including  
medical attack vehicles, rescue vehicles and fire emergency
vehicles).  Since 1971, the company has grown to approximately
1,000 employees, with annual sales of approximately $300 million.

Headquartered in Middletown, Rhode Island, BNS Holding Inc. is
the parent of BNS Company. BNS Co. was engaged in the Metrology
Business and in the design, manufacture and sale of precision
measuring tools and instruments and manual and computer controlled
measuring machines.

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Ernst & Young LLP expressed substantial doubt about BNS Holding,
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 fact that BNS Holding presently
has no active trade or business operations.


BNS HOLDING: Posts $22,000 Net Loss in Quarter Ended September 30
-----------------------------------------------------------------
BNS Holding Inc. reported a $22,000 net loss for the three months
ended Sept. 30, 2006, compared to a $349,000 net loss for the same
period in 2005.  At the time of its quarterly report filing, BNS
Holding had no active trade or business operations and was
searching for a suitable business to acquire.

Operating loss for the three months ended Sept. 30, 2006 of
$271,000 was $231,000 lower than the three months ended
Sept. 30, 2005, primarily due to the continuing efforts of
management to reduce overhead.

Operating loss for the nine months ended Sept. 30, 2006, was
$415,000 higher than the nine months ended Sept. 30, 2005,
primarily due to the write-off of previously deferred acquisition
costs relating to an acquisition of an operating business for
which the Company withdrew its offer and discontinued negotiations
in April 2006.

The operating losses for 2006 and 2005 include legal and
professional costs incurred in connection with ongoing litigation
and the exploration of strategic alternatives.

At Sept. 30, 2006, the Company's balance sheet showed $20,830,000
in total assets, $1,058,000 in total liabilities, and $19,772,000
in shareowners' equity.  

The Company had working capital related to continuing operations
of $19,295,000 at Sept. 30, 2006, and $19,827,000 at Dec. 31,
2005.  This decrease in working capital is primarily attributable
to the expenses of operations for the nine months ended Sept. 30,
2006, including costs relating to the discontinued acquisition
negotiations.

The Company had unrestricted cash of $19,809,000 at
Sept. 30, 2006.  This is a decrease of $696,000 from the cash
balance at Dec. 31, 2005.  The decrease is primarily attributable
to the expenses of operations for the nine months ended
Sept. 30, 2006 plus expenses relating to discontinued acquisition
negotiations.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15f3

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Mar. 17, 2006,
Ernst & Young LLP expressed substantial doubt about BNS Holding,
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 fact that BNS Holding presently
has no active trade or business operations.

Headquartered in Middletown, Rhode Island, BNS Holding Inc. is
the parent of BNS Company.  BNS Co. was engaged in the Metrology
Business and in the design, manufacture and sale of precision
measuring tools and instruments and manual and computer controlled
measuring machines.  The Company at present has no active trade or
business operations but is searching for a suitable business to
acquire.


BRICE ROAD: Ohio Court Confirms Amended Joint Chapter 11 Plan
-------------------------------------------------------------
The Hon. Barbara J. Sellers of the U.S. Bankruptcy Court for the
Southern District of Ohio has confirmed Brice Road Developments
LLC's First Amended Joint Plan of Reorganization.  

Judge Sellers determined that the Plan satisfies the 13 standards
for confirmation under Section 1129(a) of the Bankruptcy Code.  

              Summary of the Amended Joint Plan

As reported in the Troubled Company Reporter on Feb. 16, 2006,
on the effective date of the Plan, SIR Kensington Associates LLC,
a co-proponent of the Plan, will make a $2.5 million initial
contribution to the Debtor, as capital or as a loan.  

Proceeds of the initial contribution will be used on the Plan
Effective Date, to partly fund the:

    1. Unsecured Claims Fund in the amount of $275,000; and

    2. miscellaneous closing costs, working capital reserves,
       interest reserves, and deferred maintenance consisting of,
       among other needs, repair to flood damaged units,
       construction of remedial drainage systems, completion of
       unit construction, and landscaping needs.

       Treatment of Claims Under the Amended Joint Plan

Under the Amended Joint Plan, allowed claims for deposits,
totaling $34,000, will be satisfied in full within 60 days of the
effective date.

The Debtor discloses that General Electric Credit Equities has
elected to bifurcate its claim pursuant to Section 1111(b)(2) of
the Bankruptcy Code.  Under the amended plan, GE Credit's
unsecured claim would have received, in full satisfaction, cash
equal to its pro-rata share of the unsecured claims fund and
proceeds of the retained bankruptcy actions.  However, because of
GE Credit's election under Section 1111(b)(2), GE Credit is
presumed not to have any unsecured allowed claim.

GE Credit's secured claims will be paid in full in amortized
amounts of:

    a) payments with 5.5% interest per annum from the effective
       date, commencing on the first day of the month after the
       month of the effective date and continuing on the first
       day of each of the next 23 months; and

    b) commencing on the first day of the 25th month after
       the month of the effective date, the Debtor will pay the
       remaining amount of GE Credit's allowed secured claim,
       with interest of 5.5% per annum, in 480 equal consecutive
       monthly installments.

GE Credit will retain its lien on Kensington Commons and on any
other of Debtor's property securing its claim, to the extent of
the allowed amount of such Claim; otherwise, the lien will be void
and of no force and effect.  As long as the Debtor does not
default in its obligations to GE Credit, then Debtor is permitted
to collect rents, revenues and other profits on the property
securing GE Credit's claim.  The amended plan also provides that
the Debtor may prepay GE Credit's secured claim after the
effective date without penalty.

The Amended Plan also provides that in case of inconsistencies
between the terms of the plan and the terms of the Debtor's
agreement with GE Credit, the terms of the plan will prevail.

The provisions of the Mortgage Note dated Jan. 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, will remain in full force and effect subsequent to the
Effective Date.  The Debtor tells the Court that the provisions of
that certain Open-End Mortgage Deed dated Jan. 19, 2001, and
executed and delivered by the Debtor to Armstrong Mortgage
Company, and the Addendum, will remain in full force and effect
subsequent to the Effective Date, except that:

    i) the debt secured thereby will be modified under the
       Amended Plan, and

   ii) provisions in the Mortgage Deed, specifically paragraphs
       3, 11, 12, and 14, will be of no force and effect as of
       the effective date.

The allowed secured claim of the Treasurer, totaling approximately
$112,046, will be paid in full with amortized amounts of 4%
interest per annum from the effective date over a period of 30
consecutive monthly installments, commencing on the first day of
the month after the month of the effective date.

The Allowed secured claim of SIR Kensington, totaling
approximately $10,000, will be paid in full with the issuance to
SIR Kensington or its designee, the Debtor's entire member
interests.  Upon such issuance, the security interest of SIR
Kensington in the Commercial Tort Claims shall be deemed released
and satisfied.

Allowed Claims of the Mechanics Lien Holders will receive, in
cash, their pro-rata share of the Unsecured Claims Fund and their
pro-rata share of the Retained Bankruptcy Action Net Proceeds.

Unsecured Allowed Claims not having priority under Section 507 of
the Bankruptcy Code, and not included within the allowed claims of
the mechanics lien holders, in cash, their pro-rata share of the
Unsecured Claims Fund and their pro-rata share of the Retained
Bankruptcy Action Net Proceeds.

Allowed member interests will be cancelled on the effective date.

Headquartered in Dublin, Ohio, Brice Road Developments, L.L.C.,
owns Kensington Commons, a 264-unit apartment complex located
outside of Columbus, Ohio.  The Company filed for chapter 11
protection on Sept. 2, 2005 (Bankr. S.D. Ohio Case No. 05-66007).
Yvette A Cox, Esq., at Bailey Cavalieri LLC represents the Debtor
in its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed in this case.  When the Debtor filed
for protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


CAPITAL BEVERAGE:  Posts $194,609 Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Capital Beverage Corp. reported a $194,609 net loss for the
quarter ended Sept. 30, 2006, compared with a $728,521 net loss
for the same period in 2005.  The Company had no revenues for both
periods.

At Sept. 30, 2006, the Company's balance sheet showed $1,345,686
in total assets, $1,266,783 in total liabilities, and $78,903 in
total stockholders' equity.

On Dec. 16, 2005, the Company concluded the sale of its exclusive
distribution rights for the Pabst brands, Pittsburgh brands and
Ballantine brands to Oak Beverages Inc., a New York corporation.  

After payment of creditors, the Company may elect to acquire
another entity, issue dividends to stockholders or invest the net
proceeds at the discretion of the board and management.  

Management's plans also include a dissolution of the company, the
liquidation of remaining assets, and the distribution to
stockholders of any assets remaining after payment of all
liabilities, including termination and final liquidation costs.

Full-text copies of the Company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at: http://researcharchives.com/t/s?1605

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 15, 2006,
Sherb & Co., LLP, in New York, raised substantial doubt about
Capital Beverage Corporation's ability to continue as a going
concern after auditing the company's financial statements for the
years ended Dec. 31, 2005, and 2004.  The auditor pointed to the
company's history of losses and accumulated deficit of
approximately $5.6 million at Dec.31, 2005.

                    About Capital Beverage Corp.

Capital Beverage Corporation is a shell company after selling the
company's exclusive distribution rights for certain beer and malt
liquor products manufactured by Pabst Brewing Company, Pittsburgh
Brewing Company, and Ballantine brands.


CARAVELLE INVESTMENT: Fitch Holds Junk Rating on $42 Million Notes
------------------------------------------------------------------
The $42,300,000 class D subordinated secured notes issued by
Caravelle Investment Fund, L.L.C. remain at 'CCC-'.  The action is
the result of Fitch's review process.

Caravelle Investment Fund, L.L.C. is a market value collateralized
debt obligation that closed in July 1998.  The fund is managed by
Trimaran Advisors L.L.C. a New York based investment manager.

On July 31, 2006, Caravelle Investment Fund, L.L.C. distributed
$2.8 million to the Class D Notes.  The balance due to the class D
notes following the most recent pay down is $42.3 million.

Fitch has reviewed in detail the current portfolio holdings of the
Fund.  Included in this review, Fitch discussed the current state
of the portfolio with the collateral manager and their portfolio
management strategy going forward.  The Fund's largest single
asset is a subordinated debt position, which represents the
majority of the total portfolio.  The ultimate repayment of the
class D Notes will rely on the performance and ultimate redemption
of the largest portfolio asset.

Fitch will continue to monitor and review this transaction for
future rating adjustments.


CHASE MORTGAGE: Fitch Puts Low-B Ratings on $1.6MM Class B Certs.
-----------------------------------------------------------------
Fitch rates Chase Mortgage Finance Trust's $528.8 million mortgage
pass-through certificates, series 2006-S4:

   -- $504.7 million Senior Certificates Classes A1 through A-23,
      A-X, A-P and A-R at 'AAA';

   -- $6.9 million Class A-M certificate at 'AA+';

   -- $10.6 million Class M-1 certificates at 'AA';

   -- $3.4 million Class B-1 certificates at 'A';

   -- $1.6 million Class B-2 certificates at 'BBB';

   -- Privately offered $1.1 million class B-3 certificates at
      'BB';

   -- Privately offered $529,800 class B-4 certificates at 'B'.

Privately offered $1.1 million class B-5  certificates are not
rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 4.75%
subordination provided by the 1.30 % class A-M, 2.00% class M-1,
the 0.65% class B-1, the 0.30% class B-2, the 0.20% privately
offered class B-3, the 0.10% privately offered class B-4 and the
0.20% privately offered class B-5 certificate.

Fitch believes the above credit enhancement will be adequate to
support mortgagor defaults as well as bankruptcy, fraud and
special hazard losses in limited amounts.  In addition, the
ratings also reflect the quality of the underlying mortgage
collateral, strength of the legal and financial structures and the
primary servicing capabilities of JPMorgan Chase Bank, N.A.

The holder of the exchangeable REMIC certificates classes in any
Exchangeable Combination may exchange all or part of each class of
such exchangeable REMIC certificates for a proportionate interest
in the related exchangeable certificates.  The holder of any class
of exchangeable certificates may exchange all or part of such
class for a proportionate interest in each such class of
exchangeable REMIC certificates.  

The classes of exchangeable REMIC certificates and exchangeable
certificates that are outstanding on any date and the outstanding
principal balances of any such classes will depend upon the
aggregate distributions of principal made to such classes, as well
as any exchanges that may have occurred on or prior to such date.  

Any holders of exchangeable certificates will be the beneficial
owners of an interest in the exchangeable REMIC certificates in
the related exchangeable combination and will receive a
proportionate share, in the aggregate, of the aggregate
distributions on those certificates.

The trust consists of 911 first-lien residential mortgage loans
with stated maturity of not more than 30 years with an aggregate
principal balance of $529,816,763 as of the cut-off date,
Nov. 1, 2006.  The mortgage pool has a weighted average original
loan-to-value  ratio of 72.19% with a weighted average mortgage
rate of 6.708%.  The weighted-average FICO score of the loans is
740.  The average loan balance is $581,577 and the loans are
primarily concentrated in California, New York and Florida.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The Bank of New York Trust Company, N.A. will serve as trustee.
Chase Mortgage Finance Corporation, a special purpose corporation,
deposited the loans in the trust which issued the certificates.  
For federal income tax purposes, an election will be made to treat
the trust fund as one or more real estate mortgage investment
conduits.


CIDER RIDGE: USBA Wants Chapter 11 Case Converted or Dismissed
--------------------------------------------------------------
Robert J. Landry, III, the assistant U.S. bankruptcy administrator
for the Northern District of Alabama, asks the U.S. Bankruptcy
Court for the Northern District of Alabama to dismiss Cider Ridge
LLC's Chapter 11 case, or, in the alternative, convert the case to
a Chapter 7 liquidation proceeding.

The Debtor had told the Court in its Aug. 16, 2005 Plan of
Reorganization that it will sell its assets at a private sale in
order to pay its creditors.  If the private sale does not push
through, it will sell its assets in a Court-approved auction.

Under that Plan, the Debtor's secured claims will be paid in full
with the proceeds from the property sale.  Unsecured claims and
equity security holders will get nothing under the plan.

At June 19, 2006, the Court approved the private sale of the
Debtor's property.

However, Mr. Landry tells the Court that, to date, the Debtor has
not filed a report of the sale, and the Debtor's operating reports
show no substantial activity.  He reminds the Court that the
Debtor's bankruptcy case has been pending for over 16 months and
is due to be dismissed or converted.

Headquartered in Oxford, Alabama, Cider Ridge LLC is a real estate
developer.  The Company filed for chapter 11 protection on May 19,
2005  (Bankr. N.D. Ala. Case No. 05-41754).  Harry P. Long, Esq.,
represents the Debtor in its restructuring efforts.  No Official
Committee of Unsecured Creditors has been appointed in this case.  
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and estimated
debts between $10 million and $50 million.


CITICORP MORTGAGE: Fitch Rates $1.27MM Class B Certs. at Low-B
--------------------------------------------------------------
Fitch rates Citicorp Mortgage Securities, Inc.'s REMIC pass-
through certificates, series 2006-6:

   -- $351,429,373 classes A-1 through A-13, A-PO, and A-IO
      certificates 'AAA';

   -- $7,086,000 class B-1 'AA';

   -- $1,999,000 class B-2 'A';

   -- $1,090,000 class B-3 'BBB';

   -- $727,000 class B-4 'BB';

   -- $546,000 class B-5 'B'.

The $545,259 class B-6 is not rated by Fitch.

The 'AAA' rating on the senior certificates reflects the 3.30%
subordination provided by the 1.95% class B-1, the 0.55% class B-
2, the 0.30% class B-3, the 0.20% privately offered class B-4, the
0.15% privately offered class B-5, and the 0.15% privately offered
class B-6.

In addition, the ratings reflect the quality of the mortgage
collateral, strength of the legal and financial structures, and
CitiMortgage, Inc.'s servicing capabilities as primary servicer.

As of the cut-off date, Nov. 1, 2006, the mortgage pool consists
of 687 conventional, fully amortizing, 30 year fixed-rate mortgage
loans secured by first liens on one- to four-family residential
properties with an aggregate principal balance of approximately
$363,422,632, located primarily in California, New York and New
Jersey.  

The weighted average current loan to value ratio of the mortgage
loans is 70.63%. Approximately 25.6% of the loans were originated
under a reduced documentation program.  Condo properties account
for 10.53% of the total pool.  Cash-out refinance loans represent
18.17% of the pool and there are no investor properties.  The
average balance of the mortgage loans in the pool is approximately
$528,999.  The weighted average coupon of the loans is 6.574% and
the weighted average remaining term to maturity is 359 months.

None of the mortgage loans are 'high cost' loans as defined under
any local, state or federal laws.

The mortgage loans were originated or acquired by CMI and in turn
sold to CMSI.  A special purpose corporation, CMSI, deposited the
loans into the trust, which then issued the certificates.  U.S.
Bank National Association will serve as trustee.  For federal
income tax purposes, an election will be made to treat the trust
fund as one or more real estate mortgage investment conduits.


COIN BUILDERS: Section 341(a) Meeting Scheduled for December 6
--------------------------------------------------------------
The U.S. Trustee for Region 11 will convene a meeting of Coin
Builders LLC's creditors at 2:00 p.m., on Dec. 6, 2006, at the
Rothschild Village Hall Board Room, 211 Grand Avenue, in
Rothschild, Wisconsin.

As reported in the Troubled Company Reporter on Nov. 24, 2006, the
Honorable Thomas S. Utschig of the U.S. Bankruptcy Court for
the Western District of Wisconsin converted the Debtor's Chapter
11 case into a liquidation proceeding under Chapter 7 of the
Bankruptcy Code.  Michael E. Kepler was appointed as Chapter 7
Trustee.

The Debtor's Official Committee of Unsecured Creditors had asked
for the conversion of the Debtor's case because the Debtor's
operating reports indicate a continuing loss to the estate and the
absence of a reasonable likelihood of a rehabilitation of its
business.  In addition, the Debtor has failed to file a disclosure
statement, or file and confirm a plan within the time provided by
Section 1121(d) of the Bankruptcy Code.

Headquartered in Wisconsin Rapids, Wisconsin, Coin Builders, LLC
-- http://www.coinbuilders.net/-- has four subsidiaries that    
operate in the merchandising, wholesale, restaurant, and aviation
sectors.  The Debtor filed for chapter 11 protection on
September 26, 2005 (Bankr. W.D. Wis. Case No. 05-18109).  George
B. Goyke, Esq., at Goyke, Tillisch & Higgins LLP represents the
Debtor in its restructuring efforts.  Claire Ann Resop, Esq., at
Brennan, Steil & Basting, S.C., represents the Official Committee
of Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets between $1 million to
$10 million and debts between $10 million to $50 million.


COMCAST CORPORATION: Selects Michael Angelakis as New CEO
---------------------------------------------------------
Lawrence S. Smith, Comcast Corporation's executive vice president
and co-chief financial officer, and John R. Alchin, the company's
executive vice president, co-chief financial officer and
treasurer, announced in Nov. 27, 2006, their plans to retire from
their positions, effective March 28, 2007, and early in 2008,
repectively.  Under the terms of their current employment
agreements, which contemplated a potential relinquishment of
executive duties by Messrs. Smith and Alchin as they approached
retirement age, Mr. Smith is entitled to change his status from
executive officer to part-time non-executive employee after
Dec. 31, 2006, and Mr. Alchin is also entitled to change his
status to that of a part-time non-executive employee after
Dec. 31, 2007.

On Nov. 20, 2006, the Company entered into an employment agreement
with Mr. Michael J. Angelakis.  Mr. Angelakis will become the
Company's executive vice president and co-chief financial officer
beginning on March 28, 2007, and will become its chief financial
officer on the date that Mr. Alchin retires from his current
positions.

Mr. Angelakis, age 42, has been a managing director of Providence
Equity Partners Inc., a private investment firm specializing in
equity investments in communications and media companies around
the world, since 1999.  In addition to serving as a managing
director of Providence Equity, Mr. Angelakis holds other senior
and board level positions in Providence Equity investment funds
and portfolio companies.  Investment funds affiliated with
Providence Equity as well as a number of their portfolio companies
have a range of ordinary course, arms length commercial
relationships with Comcast.  Mr. Angelakis will resign from all
positions he holds with Providence Equity and its funds and
portfolio companies prior to becoming employed by Comcast.  From
and after the date that he resigns from these positions, he will
only hold passive limited partner interests in Providence Equity
funds and will have no management or other authority with respect
to Providence Equity.  In addition, until no later than December
31, 2007, he will serve as an unpaid advisor to Providence Equity
in order to assist it in the transition of internal administrative
matters.

The term of Mr. Angelakis' employment agreement ends on Dec. 31,
2011.  Under the agreement, upon commencement of employment with
Comcast, he will be entitled to an initial base salary of
$1,500,000 and a cash bonus in an amount not less than 300% of
base salary based on the achievement of performance goals.  The
agreement further entitles Mr. Angelakis to receive a credit each
year to our deferred compensation plan of a specified amount.  For
2007, the credit is $6,005,480.

At the time Mr. Angelakis commences employment with Comcast, he
will be entitled to receive a signing bonus of $5,000,000 and an
award of vested stock units having a fair market value equal to
$5,000,000.  If Mr. Angelakis terminates his employment without
good reason or Comcast terminates his employment with cause during
the first six months of his employment with the Company, he will
be required to reimburse the Company for the value of these awards
(subject to certain adjustments) and if this termination occurs
after six months but before the one year anniversary of his
employment with the Company, he will be required to reimburse the
Company for 50% of the value of these awards (subject to certain
adjustments).  In addition, at the time he commences employment
with the Company, he will be entitled to receive an option to
purchase that number of shares of our class A common stock
approximately equal to $2,450,000 divided by the Black-Scholes
value of a stock option for one share on his start date, which
will vest over a nine and a half year period, and restricted stock
units having a fair market value equal to $2,425,000, which will
vest over a five year period.

                          About Comcast

Headquartered in Philadelphia, Pennsylvania, Comcast Corporation
(Nasdaq: CMCSA, CMCSK) -- http://www.comcast.com/-- provides  
cable, entertainment and communications products and services.
With 21.7 million cable customers, 9.3 million high-speed Internet
customers, and 1.7 million voice customers, Comcast is principally
involved in the development, management and operation of broadband
cable networks and in the delivery of programming content.

The Company's content networks and investments include E!
Entertainment Television, Style Network, The Golf Channel, OLN,
G4, AZN Television, PBS KIDS Sprout, TV One and four regional
Comcast SportsNets. The Company also has a majority ownership in
Comcast-Spectacor, whose major holdings include the Philadelphia
Flyers NHL hockey team, the Philadelphia 76ers NBA basketball team
and two large multipurpose arenas in Philadelphia.

                           *     *     *

Comcast Corp.'s preferred stock carries Moody's Investors
Service's Ba1 Rating.


CONSTRUCTORA AUSUBO: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Constructora Ausubo Inc.
        Suite 341
        P.O. Box 4956
        Caguas, PR 00726

Bankruptcy Case No.: 06-04753

Chapter 11 Petition Date: November 28, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsel: Victor Gratacos Diaz, Esq.
                  Victor Gratacos Law Office
                  P.O. Box 7571
                  Caguas, PR 00726
                  Tel: (787) 746-4772
                  Fax: (787) 746-3633

Total Assets: $260,420

Total Debts:  $2,166,454

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Recko Build                   Credit line debt          $254,780
P.O. Box 2128
San Juan, PR 00922-2128

Banco Popular                                           $178,750
P.O. Box 70100
San Juan, PR 00936

Banco Popular                                           $178,750
P.O. Box 70100
San Juan, PR 00936

Banco Popular                                           $178,750
P.O. Box 70100
San Juan, PR 00936

Banco Popular                                           $178,750
P.O. Box 70100
San Juan, PR 00936

Cemex DE PR                                             $175,843
P.O. Box 364487
San Juan, PR 00936-4487

Freddy Crane                                            $117,164

Internal Revenue Service      Tax debt for              $113,863
                              several years

Toyota Credit                 Car loan debt              $77,024
                              Value of security:
                              $10,000

Steel and Service                                        $63,633

Departamento De Hacienda                                 $61,066

Master Concrete               Service debt               $56,774

Fondo Del Seguro De Estado    Insurance debt             $54,585
                              Balance

Corporacion Del Fondo Seguro                             $54,584
Del Esta

Empresas Terraza                                         $53,317

Logrobb Scaffold Equipment                               $52,703

Banco Bilbao Vizcaya                                     $47,936

Departamento Del Trabajo                                 $42,592

Banco Popular                 Credit card debt           $24,331

Municipio De Caguas           Municipal patent debt      $24,069


COPELANDS' ENT: Judge Walrath Amends Keen Realty's Work Scope
-------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware amended Keen Realty LLC's scope of
responsibilities as Copelands' Enterprises Inc.'s special real
estate consultant.

The Debtor sought to continue employing Keen Realty on the
original terms and conditions of the agreement, except:

     a) to undertake marketing and disposition services in
        respect of the remaining leases, for the same
        compensation and on the same terms and conditions on
        which its was previously authorized to undertake the
        services with respect to the closing store leases.

     b) to conduct a valuation of certain of the Debtor's leases
        in order to assist the Debtor in sale negotiations.  The
        valuation is anticipated to cover nine of the remaining
        leases.  The fixed cost is $11,500, which the Debtor may
        pay in the ordinary course upon its completion.

As reported on the Troubled Company Reporter on Oct. 6, 2006,
the Debtor expected Keen Realty to:

   a) review all pertinent documents and consult with the
      Debtor's counsel, as appropriate;

   b) develop and implement a marketing program which may
      include, as appropriate, newspaper, magazine or journal
      advertising, letter or flyer solicitation, placement of
      signs, direct telemarketing, and other marketing methods as
      may be necessary;

   c) communicate with potential replacement tenants, brokers,
      investors, landlords, etc. and endeavor to locate
      additional parties who may have an interest in the purchase
      of a property;

   d) respond and provide information to, negotiate with, and
      solicit offers from prospective purchasers and settlements
      from landlords and make recommendations to the Debtor as to
      the advisability of accepting particular offers and
      settlements;

   e) meet periodically with the Debtor, its accountants and
      attorneys, in connection with the status of its efforts;

   f) work with attorneys responsible for the implementation of
      the proposed transactions, reviewing documents, negotiating
      and assisting in resolving problems which may arise; and

   g) appear in Court during the term of this retention, testify
      or consult with the Debtor in connection with the marketing
      or disposition of a property.

Keen Realty will be paid:

   a) an initial payment of $400 per renegotiation property for
      the review of documents, analysis of the leases, and
      development and implementation of a renegotiation strategy;

   b) $1,500 or 4% of gross proceeds from the transaction;

   c) a minimum transaction fee or 4% of gross proceeds from the
      transaction with respect to the waiver, release or negation
      of a landlord's rejection claim;

   d) a $400 minimum fee per property if a leasehold property is
      rejected or otherwise withdrawn from the scope of the
      agreement and the consultant has not earned a fee;

Harold Bordwin, a Keen Realty member, assured the Court that the
firm is a "disinterested person" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


CREDIT SUISSE: Fitch Assigns Low-B Ratings on $31.6 Mil. Certs.
---------------------------------------------------------------
Fitch affirms Credit Suisse First Boston Mortgage Securities
Corp.'s commercial mortgage pass-through certificates, series
2001-CK3:

     -- $83.9  million class A-3 at 'AAA';
     -- $582.4 million class A-4 at 'AAA';
     -- Interest-only class A-X at 'AAA';
     -- $42.3 million class B at 'AAA';
     -- $56.3 million class C at 'AAA';
     -- $11.3 million class D at 'AAA';
     -- $14.1 million class E at 'AAA';
     -- $25.4 million class F at 'AA+';
     -- $8  million class G-1 at 'A+';
     -- $11.7 million class G-2 at 'A+';
     -- $14.1 million class H at 'A-';
     -- $24.8 million class J at 'BBB-';
     -- $9  million class K at 'BB';
     -- $12.7 million class L at 'B+'; and,
     -- $9.9  million class M at 'B-'.

Fitch does not rate the $6.8 million class N or the $3.9 million
class O certificates.  Classes A-1 and A-2 have paid in full.

Although the deal is benefiting from paydowns and defeasance,
expected losses on the specially serviced asset will offset the
improving credit enhancements.  As of the Nov. 2006 distribution
date, the pool has paid down 18.7% since issuance, to
$916.4 million from $1.13 billion.  In addition, 25 loans, 28% of
the pool, have defeased.

The one asset (1.2%) in special servicing is currently real
estate-owned and significant losses are expected.  The asset is a
multifamily property located in Detroit, Mich. currently being
marketed for sale.  Fitch expects losses upon liquidation to
deplete class O and significantly impact class N.

At issuance two loans were considered to have investment grade
credit assessments.  The 888 Seventh Avenue loan has paid off.

The Atrium Mall is a 215,000 square foot retail center located in
Chestnut Hill, Massachusetts.  Occupancy as of June 2006 was 94.2%
compared to 92% at issuance.  Using servicer provided net cash
flow, the debt service coverage ratio for the June 2006 trailing
twelve months increased to 1.7x compared to 1.61x at issuance.  
The loan maintains its investment grade credit assessment.


DANA CORP: To Undertake Steps to Improve Annual Pre-Tax Income
--------------------------------------------------------------
Dana Corporation's chief financial officer, Kenneth A. Hiltz,
disclosed in a regulatory filing with the Securities and Exchange
Commission that the company's reorganization strategy contemplates
several initiatives that will ultimately result in an aggregate
annual pre-tax income improvement of $405,000,000 to $540,000,000,
including:

   (a) modification of product pricing and rejection of
       unprofitable contracts;

   (b) freezing of merit pay for salaried workers, modification
       or renegotiation of labor contracts at union plants, and
       increase of employees' contribution in health care; and

   (c) closing and transferring eight manufacturing plants and
       downsizing three other facilities in North America.

Mr. Hiltz says the plant closings and reductions will reduce the
company's annual operating costs by $60,000,000 to $85,000,000.  
The company, however, has not yet identified which plants to
close or downsize, and how many employees will be affected.

An additional savings of $60,000,000 to $90,000,000 will result
from the modifications of wages and labor contracts, Mr. Hiltz
says, while ending retiree health care and changes to pension
plans will save about $70,00,000 to $90,000,000 a year.

The rest of the savings include $175,000,000 to $225,000,000 from
renegotiating customer contracts and $40,000,000 to $50,000,000
from reducing administrative costs after an ongoing review.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets
and $6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl
E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at Miller
Buckfire & Co., LLC, serves as the Debtors' financial advisor and
investment banker.  Ted Stenger from AlixPartners serves as Dana's
Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  

The Debtors' exclusive period to file a plan expires on Jan. 3,
2007.  They have until Mar. 5, 2007, to solicit acceptances to
that plan.  

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DANA CORP: Wants to Walk Away form 4 Warehouse & Equipment Leases
-----------------------------------------------------------------
Dana Corporation and its debtor-affiliates seek the United States
Bankruptcy Court for the Southern District of New York 's
authority to reject four equipment and warehouse leases effective
as of November 30, 2006:

   Contracting Party                      Description
   -----------------                      -----------
   De Lage Landen Financial Services      Equipment Lease
   De Lage Landen Financial Services      Equipment Lease
   CK Northpark XIII, LLC                 Warehouse Lease
   RREEF America REIT II Corp. YYY        Warehouse Lease

According to the Debtors, the Leases are not necessary to their
ongoing business operations and their obligations to the Leases
impose undue burden on their estates.  In addition, the Debtors
say the Leases do not have any realizable value in the
marketplace.

                      About Dana Corporation

Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs  
and manufactures products for every major vehicle producer in the
world, and supplies drivetrain, chassis, structural, and engine
technologies to those companies.  Dana employs 46,000 people in 28
countries.  Dana is focused on being an essential partner to
automotive, commercial, and off-highway vehicle customers, which
collectively produce more than 60 million vehicles annually.  

The company and its affiliates filed for chapter 11 protection on
Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354).  As of
Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets
and $6,800,000,000 in total debts.

Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in
Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl
E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in
Cleveland, Ohio, represent the Debtors.  Henry S. Miller at Miller
Buckfire & Co., LLC, serves as the Debtors' financial advisor and
investment banker.  Ted Stenger from AlixPartners serves as Dana's
Chief Restructuring Officer.  

Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  Fried,
Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the
Official Committee of Equity Security Holders.  Stahl Cowen
Crowley, LLC serves as counsel to the Official Committee of Non-
Union Retirees.  

The Debtors' exclusive period to file a plan expires on Jan. 3,
2007.  They have until Mar. 5, 2007, to solicit acceptances to
that plan.  

(Dana Corporation Bankruptcy News, Issue No. 27; Bankruptcy
Creditors' Service Inc., http://bankrupt.com/newsstand/or  
215/945-7000).


DELPHI CORP: Drafts Plan to Permanently Hire Temporary Workers
--------------------------------------------------------------
Delphi Corporation and the International Union, United Automobile,
Aerospace and Agricultural Implement Workers of America have
reached an agreement to convert supplemental temporary employees
hired in UAW-Delphi plants as of Nov. 20, 2006, or earlier, to
permanent employees, UAW President Ron Gettelfinger said in a
press statement.

Time worked as a temporary employee will be used in establishing a
seniority date pursuant to the UAW-Delphi National Agreement.

According to Mr. Gettelfinger, Delphi workers who are not eligible
to be converted to permanent employees are:

   (1) employees hired as contract employees;

   (2) employees hired as temporary employees with Delphi
       credited service Jan. 1, 1999, or later; and

   (3) temporary employees who accepted an option under the
       General Motors Corporation or Delphi Special Attrition
       Programs.

Employees hired Nov. 21, 2006 and onward will be hired as
temporary employees in UAW-Delphi plants.

                       About Delphi Corp

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELPHI CORP: Unit Signs Distribution Deal with TTI Inc.
-------------------------------------------------------
TTI Inc., a passive and connector specialist, has signed an
agreement with Delphi Connection Systems.  The agreement provides
consumers of Delphi products in North America a channel solution
to support the needs of the expanding market.

"The automotive and transportation industry is very demanding, so
the selection of a distributor partner was seen as a critical
decision," said Mike Leslie, Delphi's director of sales.  "TTI has
a reputation of exceptional service, dependability and excellent
people.  We are delighted to have them as a member of our team."

According to Joe Venturella, vice president, Transportation
Business Unit, "TTI is extremely pleased to receive the
authorization in North America from Delphi Connection Systems for
their automotive and transportation products.  It is a great honor
to be chosen as the second distributor for these products.  We
will offer these products to our customer base through our branch
locations in North America.  We have created a business unit that
will provide direction and resources to our sales team as we
expand our presence in this market.  It is our intention to
provide our customers with the highest possible levels of service
and quality that they have come to expect from TTI."

Based in Fort Worth, Texas, TTI, Inc. -- http://www.ttiinc.com/--  
is a distributor specialist of passive, interconnect and
electromechanical components.  TTI employs over 1,700 with more
than 50 locations throughout North America, Europe and Asia.

                       About Delphi Corp

Troy, Mich.-based Delphi Corporation -- http://www.delphi.com/--   
is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on
Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm.
Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq.,
at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors
in their restructuring efforts.  Robert J. Rosenberg, Esq.,
Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham &
Watkins LLP, represents the Official Committee of Unsecured
Creditors.  As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 48; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


DELTA AIR: Intends to Recall 200 Additional Pilots in 2007
----------------------------------------------------------
Delta Air Lines plans to recall approximately 200 additional
pilots in 2007.  This latest recall expands on the approximately
250 previously furloughed pilots that have been recalled since
June 2005.

As reported in the Troubled Company Reporter on Sept. 11, 2006,
Delta called back up to 65 pilots and 200 flight attendants to
support changes the company is making to build a profitable
network: a key part of its Transformation Plan.

"Delta pilots are key to our plan and the ongoing transformation
of our international network and we are thrilled to be calling
more of our people back to work," said Jim Whitehurst, Delta's
chief operating officer.  "By every indication, including this and
other recent employee recalls, Delta's plan is working and we are
on track."

"Flight Operations is very pleased to be recalling more of our
pilots back to service at Delta," Captain Steve Dickson, vice-
president of Flight Operations and a 757/767 Captain said.  "We
look forward to further supporting the company's network
restructuring and international expansion.  This is a very
positive development and I am hopeful that we will be able to
offer recall to all remaining pilots on furlough this year based
on Delta's plans for international flying."

Much of the new flying is a result of the 2007 international
expansion and Delta's planned acquisition of 13 Boeing 757
aircraft.

Delta also has assembled a team to oversee a revamped pilot hiring
process should the need for new-hire pilots come to fruition after
the completion of furlough recalls next year.

Delta had previously disclosed a recall of 700 maintenance
professionals and 1,000 flight attendants.  To date in 2006, Delta
has declared the recalls of approximately 900 maintenance
professionals and 1,200 flight attendants.  In September, Delta
announced its second pilot recall of 2006, with a total of
approximately 130 pilots recalled this year.  The company
continues to hire in its Airport Customer Service and Reservations
divisions.

Delta continues to make significant progress in all areas of its
restructuring and remains focused on its plan to emerge from
Chapter 11 during the first half of 2007 as a stand-alone carrier.

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 MUTUAL: 2006 Third Quarter Net Loss Decreases to $531,329
---------------------------------------------------------------
For the third quarter ended Sept. 30, 2006, Delta Mutual Inc.
reported a $531,329 net loss on $19,166 of revenues, compared with
a $1,343,091 net loss on $0 revenue in the comparable quarter of
2005.

At Sept. 30, 2006, the Company's balance sheet showed $1,324,842
in total assets, $1,668,402 in total current liabilities, and
$448,342 in minority interest, resulting in a $791,902
stockholders' deficit.

                          Company Plans

The Company intends to continue its operations in the Far East.  
Additional capital is required to continue these operations as
well as its planned operations in Saudi Arabia and the United
States.

The Company's first low-income housing project in Puerto
Rico was rejected for re-zoning and cannot go forward as
submitted.  While the property owners are currently evaluating
alternative courses of action with respect to this project, the
Company is seeking a suitable parcel of land for a new, low-income
housing project.

                      Far East Joint Venture

In Indonesia, the Company formed a local joint venture company to
commence energy and waste recovery operations.  The joint venture
company, PT. Triyudha-Envirotech, began operations on Dec. 15,
2005, pursuant to a contract with Pertamina.

During the third quarter, the operation processed the remaining
190 metric tons of oil sludge from designated sludge pools under
the initial 3,000 metric ton contract.

The Company expects to be awarded a second contract before year-
end and begin processing operations in 2007.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1603

                       Going Concern Doubt

Wiener, Goodman & Company PC raised substantial doubt about
Delta Mutual 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
deficiency in net assets at Dec. 31, 2005, losses from operations
since inception, and need 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.


DPL INC: Inks New $220 Mil. Credit Facility with JPMorgan, et. al
-----------------------------------------------------------------
The Dayton Power and Light Company, a principal subsidiary of DPL
Inc., entered into a new $220 million unsecured revolving credit
facility effective Nov. 21, 2006.

The new agreement has a five-year term that provides DP&L with
the ability to increase the size of the facility by an additional
$50 million at any time.  The bank group consists of KeyBank N.A.,
JPMorgan Chase Bank, N.A. and Fifth Third Bank.

"This new facility provides DP&L with the appropriate amount of
short-term liquidity that is consistent with an investment grade
utility of our size," stated Paul Barbas, DPL President and Chief
Executive Officer.  "We are pleased with its terms and appreciate
the ongoing relationship with our banking partners."

The current agreement replaces DP&L's existing $100 million
unsecured revolving credit facility.  As of Sept. 30, 2006, there
were no borrowings outstanding under the existing credit facility.

DPL Inc., headquartered in Dayton, Ohio, is a diversified regional
energy company operating in Ohio through its subsidiaries The
Dayton Power and Light Company, DPL Energy, LLC, and MVE, Inc.

                        *     *     *

On June 23, 2006, Moody's Investors Service upgraded DPL Inc.'s
senior unsecured debt to Baa3 from Ba1, and upgraded The Dayton
Power and Light Company's senior secured debt to A3 from Baa1;
Issuer Rating to Baa1 from Baa2; and preferred stock to Baa3 from
Ba1.  Moody's also upgraded the trust preferred securities issued
by DPL Capital Trust II to Ba1 from Ba2.  This action concludes
the review for possible upgrade that was initiated on April 17,
2006.  The rating outlook is positive for DPL, DP&L, and DPL
Capital Trust II.


DPL INC: Selling Darby Generating Station to AEP for $102 Million
-----------------------------------------------------------------
DPL Energy, LLC, a subsidiary of DPL Inc., is selling the Darby
Electric Generating Station for approximately $102 million to
American Electric Power's Columbus Southern Power utility
subsidiary.

The transaction is contingent on the receipt of required
regulatory approvals from the Federal Energy Regulatory Commission
and federal clearance pursuant to the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, and is expected to close in the first
half of 2007.

The Darby plant, located approximately 20 miles southwest of
Columbus, Ohio, near Mount Sterling, is a natural gas, simple-
cycle power plant with a nominal generating capacity of 480
megawatts and a summer capacity of approximately 450 megawatts.  
The plant began commercial operation in 2001.

"Our forecasts indicate that the growing electricity needs of
customers in our eastern seven states' footprint will soon be
beyond the capabilities of our existing fleet of power plants,"
said Michael G. Morris, AEP's chairman, president and chief
executive officer.  "Our strategy for meeting growth in demand
includes two equally important facets: the construction of new
plants, like the clean-coal Integrated Gasification Combined Cycle
generation projects we are pursuing in Ohio and West Virginia, and
the acquisition of recently completed gas-fired merchant plants
when the price is right.

"The IGCC plants and our existing fleet of coal-fired plants in
our eastern seven states will continue to supply the bulk of our
customers' demand and energy requirements on a daily basis.  
Natural gas-fired merchant plants like Darby, as well as the
Waterford and Ceredo plants that we acquired last year, have a
purchase price well below the cost to build a new, comparable
plant.  This lower initial purchase price together with the fact
that these plants will primarily be used during peak periods when
our customer demand is high provides an economically efficient way
to meet our customers' electricity needs while keeping energy
costs low."

The Darby plant will help AEP keep pace with 2 percent annual
growth in peak demand in its eastern service area and help the
company maintain the 15% reserve margin required by the PJM
Interconnection to ensure reliability.  When the transaction
closes, AEP will operate the Darby plant as part of the company's
generation pool that provides power to AEP's utility units serving
customers in Indiana, Kentucky, Michigan, Ohio, Tennessee,
Virginia and West Virginia.

                  About American Power Electric

Based in Columbus, Ohio, American Electric Power generates
electricity in the United States, delivering electricity to more
than 5 million customers in 11 states.  AEP also owns an
electricity transmission system, a nearly 39,000-mile network that
includes more 765 kilovolt extra-high voltage transmission lines
than all other U.S. transmission systems combined.  AEP's utility
units operate as AEP Ohio, AEP Texas, Appalachian Power (in
Virginia and West Virginia), AEP Appalachian Power (in Tennessee),
Indiana Michigan Power, Kentucky Power, Public Service Company of
Oklahoma, and Southwestern Electric Power Company (in Arkansas,
Louisiana and east Texas).

                            About DPL

DPL Inc., headquartered in Dayton, Ohio, is a diversified regional
energy company operating in Ohio through its subsidiaries The
Dayton Power and Light Company, DPL Energy, LLC, and MVE, Inc.

                           *     *     *

On June 23, 2006, Moody's Investors Service upgraded DPL Inc.'s
senior unsecured debt to Baa3 from Ba1; The Dayton Power and Light
Company's senior secured debt to A3 from Baa1; Issuer Rating to
Baa1 from Baa2; and preferred stock to Baa3 from Ba1.  Moody's
also upgraded the trust preferred securities issued by DPL Capital
Trust II to Ba1 from Ba2.  This action concludes the review for
possible upgrade that was initiated on April 17, 2006.  The rating
outlook is positive for DPL, DP&L, and DPL Capital Trust II.


DURA AUTOMOTIVE: Hires Togut Segal as Conflicts Counsel
-------------------------------------------------------
DURA Automotive Systems Inc. and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the District of
Delaware to employ Togut, Segal & Segal LLP as their conflicts
counsel, nunc pro tunc to Oct. 30, 2006.

The Debtors previously sought to employ Kirkland & Ellis LLP as
their lead counsel.

Keith Marchiando, chief financial officer of Dura Automotive
Systems Inc., relates that the Debtors want Togut Segal to handle
matters that the Debtors may encounter that cannot be handled by
Kirkland & Ellis because of a potential conflict of interest or
that can be more efficiently handled by Togut Segal.

As conflicts counsel, Togut Segal will:

    (a) advise the Debtors regarding their powers and duties as
        debtors-in-possession in the continued management and
        operation of their businesses and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest;

    (c) take necessary action to protect and preserve the Debtors'
        estates, including prosecuting actions on the Debtors'
        behalf, defending any action commenced against the Debtors
        and representing the Debtors' interests in negotiations
        concerning litigation in which the Debtors are involved,
        including objections to claims filed against the estates;

    (d) prepare, on the Debtors' behalf, motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estates;

    (e) advise the Debtors in connection with any potential sale
        of assets;

    (f) appear before the courts and protect the interests of the
        Debtors' estates; and

    (g) perform other necessary legal services and provide other
        necessary legal advice to the Debtors in connection with
        the Chapter 11 Cases.

The Debtors will pay Togut Segal:

        Professional                      Hourly Rate
        ------------                      -----------
        Counsel and Partners              $560 to $795
        Paralegals and Associates         $115 to $540

Albert Togut, Esq., a senior member of the firm, relates that
Togut Segal has received a $50,000 retainer from the Debtors, and
has applied that retainer to services rendered and expenses
incurred before the Debtors' bankruptcy filing.

Mr. Togut assured the Court that his firm does not hold or
represent any interest adverse to the Debtors, and is a
"disinterested person" within the meaning of Section 101(14) of
the Bankruptcy Code.

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 6; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


DURA AUTOMOTIVE: Ontario Court Grants Foreign Recognition Order
---------------------------------------------------------------
The Honorable Justice Sidney N. Lederman of the Ontario Superior
Court of Justice (Commercial List) in Canada ruled that
proceedings commenced by Dura Automotive Systems, Inc., and
certain of its affiliates before the U.S. Bankruptcy Court for the
District of Delaware under Chapter 11 of the U.S. Bankruptcy Code
are a "foreign proceeding" as defined in subsection 18.6(1) of the
Companies' Creditors Arrangement Act, R.S.C. 1985, c. C-36, as
amended.

Justice Lederman also holds that until and including
Dec. 15, 2006, creditors and other parties-in-interest subject to
the jurisdiction of the Canadian court are enjoined and restrained
from initiating or continuing actions in any court or tribunal in
Canada against the Debtors or that affect their ability to carry
on their business.  Any actions against the Debtors or their
former, current or future officers and directors are stayed.

Suppliers and other parties providing service to the Debtors
are barred from discontinuing, failing to honor, altering,
interfering with, repudiating or ceasing to perform any right,
renewal right, contract, agreement, license or permit held by the
Debtors, absent their written consent or leave of the CCAA Court.

The CCAA Court authorizes the Debtors to enter into a postpetition
Senior Secured Super-priority DIP Term Loan and Guaranty Agreement
with Goldman Sachs Credit Partners, L.P., as agent; and a Senior
Secured Super-priority DIP Revolving Credit and Guaranty Agreement
with General Electric Capital Corp., as agent.  Goldman Sachs and
GECC are granted liens and security interests on the Debtors'
property to secure repayment of the DIP Loans.

The Debtors are also permitted to continue to utilize their
central cash management system currently in place.

                        D&O Indemnification

The CCAA Court authorizes the Debtors to indemnify their
directors and officers from all claims and causes of action with
respect to any liabilities or obligations related to their
capacities as directors and officers of the Debtors, except in
the event of the directors and officers' breach of their
fiduciary duties or grossly negligent or willful misconduct.

Justice Lederman also grants the directors and officers of Dura
Automotive's Canadian affiliates a charge on the Applicants'
Property not exceeding US$2,500,000 in the aggregate, as security
for the Applicants' indemnification obligations.

                        Information Officer

The CCAA Court appoints RSM Richter, Inc., as the Debtors'
information officer.  RSM will report to the Court at least once
every three months on the status of the U.S. bankruptcy
proceedings and other material information.

As information officer, RSM will not take possession of the
Debtors' property nor take part in the management or supervision
of the Debtors' business.

Nothing in the Initial CCAA Order, however, will prevent RSM from
acting as interim receiver, receiver, manager, monitor under the
CCAA, or trustee in bankruptcy of the Debtors, or their business
or property.

RSM will be paid on a monthly basis for its services.  The
Applicants are authorized to pay a CDN$25,000 retainer to RSM as
security for payment of its fees and disbursements outstanding
from time to time.

The CCAA Court also grants RSM an administration charge not
exceeding CDN$250,000 in the aggregate as security for its
professional fees and disbursements incurred.  The Administration
Charge will have priority over the DIP Lender's Charge and the
Directors' Charge, in that order.

The Administration Charge, DIP Lender's Charge and Directors'
Charge will rank in priority to all Encumbrances, other security
interests, trusts, liens and charges on the Debtors' property
in favor of other parties, excluding:

    1. existing purchase-money security interests and equipment
       financing leases registered in accordance with applicable
       personal property security legislation and recognized under
       the legislation as being entitled to priority over the
       security in place as of November 1, 2006;

    2. with respect to any real property, (a) existing by-laws and
       regulations as to the use of the Debtors' property; (b)
       notices of lease; (c) subdivision, site plan control,
       development, servicing and other similar agreements with
       municipal and other governmental authorities; (d) permits,
       rights of access or user licenses, easements, and rights of
       way;

    3. future purchase-money security interests registered in
       accordance with applicable personal property security
       legislation and recognized under the legislation as being
       entitled to priority; and

    4. Encumbrances arising by operation of law -- other than as a
       result of a default in payment or performance of an
       obligation by the Debtors -- without any grant of a
       security interest by the Debtors, and that are given
       priority over prior fixed charges by statute or law in the
       event of the Debtors' bankruptcy.

A full-text copy of the Initial Recognition Order is available at
no charge at http://ResearchArchives.com/t/s?15c3

Rochester Hills, Mich.-based DURA Automotive Systems, Inc.
(Nasdaq: DRRA) -- http://www.DURAauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
industry.  The company is also a supplier of similar products to
the recreation vehicle and specialty vehicle industries.  DURA
sells its automotive products to North American, Japanese and
European original equipment manufacturers and other automotive
suppliers.

The Debtors filed for chapter 11 petition on October 30, 2006
(Bankr. District of Delaware Case No. 06-11202).  Richard M.
Cieri, Esq., Marc Kieselstein, Esq., Roger James Higgins, Esq.,
and Ryan Blaine Bennett, Esq., of Kirkland & Ellis LLP are lead
counsel for the Debtors' bankruptcy proceedings.  Mark D. Collins,
Esq., Daniel J. DeFranseschi, Esq., and Jason M. Madron, Esq., of
Richards Layton & Finger, P.A. Attorneys are the Debtors'
co-counsel.  Baker & McKenzie acts as the Debtors' special
counsel.  Togut, Segal & Segal LLP is the Debtors' conflicts
counsel.  Miller Buckfire & Co., LLC is the Debtors' investment
banker.  Glass & Associates Inc., gives financial advice to the
Debtor.  Kurtzman Carson Consultants LLC handles the notice,
claims and balloting for the Debtors and Brunswick Group LLC acts
as their Corporate Communications Consultants for the Debtors.  As
of July 2, 2006, the Debtor had $1,993,178,000 in total assets and
$1,730,758,000 in total liabilities.  (Dura Automotive Bankruptcy
News, Issue No. 5; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


EGENE INC: Earns $30,689 in Third Quarter Ended September 30
------------------------------------------------------------
eGene Inc. has filed its financial statements for the third
quarter ended Sept. 30, 2006, with the Securities and Exchange
Commission disclosing $30,689 of net income on $834,036 of
revenues, compared with a $209,783 net loss on $223,555 of
revenues for the comparable quarter in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $1,727,721
in total assets, $689,468 in total liabilities, and $1,038,253 in
total stockholders' equity.  The Company had a $4,934,097
accumulated deficit at Sept. 30. 2006.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1601

                        Going Concern Doubt

Mantyla McReynolds LLC in Salt Lake City, Utah, raised substantial
doubt about eGene Inc.'s ability to continue as a going concern
after auditing the Company's financial statements for the year
ended Dec. 31, 2005.  The auditor pointed to the Company's
accumulated losses and recurring negative cash flows from
operations.

                         About eGene Inc.

eGene Inc. provides biological testing tools.  The Company
utilizes the core technologies of capillary electrophoresis,
microfluidics, advanced reagents liquid handling, and automation
to create a DNA/RNA analysis system for biological materials and
life sciences testing.


ENTERGY NEW ORLEANS: Court Further Extends Exclusivity Periods
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
extends Entergy New Orleans, Inc.'s exclusive period to file a
plan of reorganization until Dec. 7, 2006.

The Court previously gave the Debtor until Nov. 15, 2006, to file
a plan, and until Dec. 22, 2006, to solicit acceptances of that
plan.

The Debtor and Financial Guaranty Insurance Company are
negotiating toward a consensual plan of reorganization.  Counsel
for both parties advised the Court at a hearing on Nov. 15, 2006,
that additional time is necessary to reduce any agreements to
writing.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  

Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


ENTERGY NEW ORLEANS: Court to Hear FGIC's Plea on December 7
------------------------------------------------------------
Counsel for Entergy New Orleans Inc. and Financial Guaranty
Insurance Company advised the U.S. Bankruptcy Court for the
Eastern District of Louisiana at a hearing on Nov. 15, 2006, that
they are negotiating toward -- and have a substantial chance of
success of agreeing on -- a consensual plan of reorganization, but
that additional time is necessary to reduce any agreements to
writing.

The Honorable Jerry A. Brown will convene a hearing to consider
the requests of FGIC, the Bank of New York, and the Gordon and
Lowenburg Plaintiffs to terminate Entergy New Orleans' exclusivity
period on Dec. 7, 2006, at 10:00 a.m.

As reported in the Troubled Company Reporter on Oct. 27, 2006,
FGIC, as insurer of certain secured bonds issued pursuant to the
Mortgage and Deed of Trust dated as of May 1, 1987, asked the
Court to terminate the exclusive periods within which the Debtor
may file and solicit acceptances to its proposed plan of
reorganization.

The Gordon and Lowenburg Plaintiffs support FGIC's request.  The
Bank of New York, as Successor Trustee, also supports FGIC's
request on grounds that some of the conditions for the effective
date of the Plan may never occur.  The conditions include:

    -- the City of New Orleans' issuance of resolutions regarding
       the 2006 Gas FRP Application, the 2006 Electric FRP
       Application, the Storm Cost Recovery Riders, and the Storm
       Reserve Rider,

    -- ENOI's assurance that it will receive $250,000,000 in
       Katrina Insurance Proceeds and the $200,000,000 of CDBG
       Funds in cash, and

    -- ENOI will obtain a final order from the U.S. Federal
       Energy Regulatory Commission authorizing ENOI's issuance
       of short-term debt securities under credit arrangements,
       the Entergy System Money Pool, and unilateral arrangements
       with Entergy Corp.

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned  
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  Carey L. Menasco, Esq.,
Philip Kirkpatrick Jones, Jr., Esq., and Joseph P. Hebert, Esq.,
at Liskow & Lewis, APLC, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed total assets of $703,197,000 and total
debts of $610,421,000.  (Entergy New Orleans Bankruptcy News,
Issue No. 28; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


EUGENE DAUGHTY: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Eugene W. Daughty, Jr.
        12813 Odens Bequest Drive
        Bowie, MD 20720

Bankruptcy Case No.: 06-17587

Chapter 11 Petition Date: November 28, 2006

Type of Business: The Debtor previously filed for chapter 11
                  protection on Sept, 12, 2006 (Bankr. D. Md.
                  Case No. 06-15565).

Court: District of Maryland (Greenbelt)

Judge: Paul Mannes

Debtor's Counsel: Bennie R. Brooks, Esq.
                  Bennie R. Brooks, P.C.
                  8201 Corporate Drive, Suite 260
                  Landover, MD 20785
                  Tel: (301) 731-4160

Estimated Assets: $1 Million to $100 Million

Estimated Debts:  $1 Million to $100 Million

The Debtor does not have any unsecured creditors.


FIRST UNION: Fitch Holds CCC Rating on Series 1997-3 Cl. B Certs.
-----------------------------------------------------------------
Fitch affirms ratings on First Union Home Equity Loan's mortgage
pass-through certificates:

   * Series 1997-1

     -- Class B affirmed at 'B'

   * Series 1997-3

     -- Class B affirmed at 'CCC/DR2'

The collateral on the transactions consists of mixed term, fixed-
rate and balloon mortgages extended to subprime borrowers.  The
servicer for all transactions is First Union National Bank of
North Carolina, which is currently not rated by Fitch.

The affirmations are due to satisfactory relationships of credit
enhancement to future expected losses, and affect approximately
$891,000 in outstanding certificates.  The pool factors and
seasoning for 1997-1 and 1997-3 are 3.72% and 4.99%, and
119 months and 110 months, respectively.  The cumulative losses
are 4.74% and 5.54%.

Fitch's Distressed Recovery ratings, introduced in April 2006
across all sectors of structured finance, are designed to estimate
recoveries on a forward-looking basis while taking into account
the time value of money.


FORD MOTOR: 38,000 Hourly Workers Accept Buyout Offer
-----------------------------------------------------
As part of a key objective of its North American turnaround plan,
Ford Motor Company confirmed Wednesday that, so far this year,
about 38,000 of its UAW-represented hourly workers have accepted
package offerings for voluntary separations from the company.

This figure includes approximately 30,000 buyout offers
preliminarily accepted during the recent system-wide open
enrollment period that concluded this week for Ford hourly
workers, including those at the company's Automotive Components
Holdings division.  In addition, the figure includes about 8,000
acceptances received earlier in 2006 during targeted plant-by-
plant buyout offerings to Ford and ACH employees.  Of the 38,000
total acceptances, approximately 6,000 were by hourly employees at
ACH.  Ford began the year with about 83,000 UAW-represented
employees.

The open enrollment period that began in October offered eight
different voluntary buyout packages to all of Ford's UAW-
represented employees.  The offers included traditional packages
for retirement-eligible employees, as well as non-traditional
packages for employees with at least one year of service.  Just
over half of the buyouts accepted during the recent open
enrollment period were by employees who accepted one of the non-
traditional packages, which provided options such as lump sum
payments, tuition reimbursements or scholarship funds for family
members.

The acceptances are preliminary, as all buyout offers are
voluntary and include an employee's opportunity to rescind
acceptance up until the time of their separation from the company.
The employee reductions will contribute toward major objectives of
the accelerated Way Forward plan for turning around the company's
North American operations.  On Sept. 15, Ford announced its
intention to reduce its North American hourly workforce by 25,000
to 30,000 employees by the end of 2008, including attrition and
excluding employment reductions at ACH.

"One of Ford's priorities, and a large cost component of our Way
Forward plan for North America, is our ability to adjust
manufacturing capacity with demand, while continuing to reduce
operating costs and becoming more efficient," said Alan Mulally,
Ford president and CEO.  "While I know that in many cases
decisions to leave the company were difficult for our employees,
the acceptances received through this voluntary effort will help
Ford to become more competitive.

"We'd also like to thank the UAW for working closely with us in
developing packages that will help employees to move productively
into a new phase of their lives.  It is clear that we were
successful in providing appropriate options; this, in turn, is
helping the company to meet its cost objectives."

Hourly employees who accepted buyout packages during the recent
enrollment period will begin to leave the company in January 2007
and through the course of the year until all separations are
completed by Sept. 1, 2007.

"Ford and the UAW have addressed several important issues
throughout the year, which have allowed the company to reduce
costs and achieve efficiencies," Mulally said.  "Though there is
more work to be done, recent history demonstrates that together we
can significantly improve Ford's business."

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.


FORD MOTOR: Moody's Rates $15-Bil. Secured Credit Facility at Ba3
-----------------------------------------------------------------
Moody's Investors Service assigned a Ba3, LGD2,19% rating to Ford
Motor Company's proposed $15 billion of senior secured credit
facilities that will consist of an $8 billion revolving credit
facility and a $7 billion term loan.  Moody's also affirmed the
company's existing ratings.

The outlook remains negative.

These rating actions reflect Moody's expectation that proceeds
from the new credit facility, and from the potential issuance of
$3 billion in unsecured capital market transactions, will provide
the company with a year-end 2006 liquidity profile consisting of
$30 billion in gross automotive cash and $8 billion in unused
committed credit lines.  This considerable liquidity cushion
should enable Ford to fund the $17 billion in operating losses and
restructuring expenditures that the company expects to incur from
2007 through 2009.

"Ford's three-year game plan is to make sure that it has the
liquidity it needs to fund a radical restructuring of its business
model.  By giving secured lenders a lien on essentially all of its
assets, Ford has pretty much covered the liquidity portion of the
plan.  The really tough part will be fixing the business model;
this represents a daunting challenge," Bruce Clark, senior vice
president with Moody's said,

The challenges Ford will face during the coming three years
include negotiating a 2007 UAW contract that offers meaningful
health care relief, accelerating the introduction of cars and
crossover vehicles, and establishing strong market acceptance and
healthy pricing for those vehicles despite intense competition
from Asian manufacturers.  The company might also have to contend
with a slowdown in the US automotive industry.

"Ford should have the liquidity it needs through 2009. But it is
absolutely critical for the company to have established a solidly
competitive cost structure, share position and product profile by
then," Mr. Clark added.

The assignment of the Ba3,LGD2,19% rating to the secured credit
facilities reflects the favorable asset coverage and recovery
prospect of these obligations as modeled under Moody's Loss Given
Default Methodology.  The $15 billion in facilities will be
secured by a lien on essentially all of Ford's assets, including
the shares of Ford Motor Credit Company, and will be governed by a
borrowing base.

The ratings which are affirmed and remain unchanged are:

   -- corporate family of B3;
   -- senior unsecured of Caa1,LGD4, 62%;
   -- trust preferred of Caa2,LGD6, 93%; and,
   -- speculative grade liquidity rating of SGL-3.

Moody's noted that Ford's ability to maintain a sound liquidity
cushion during the next two years as it implements its
restructuring program and funds the anticipated cash requirements
will be an important factor in supporting the B3 corporate family
rating.

This rating anticipates that through 2007, Ford's gross automotive
cash position will remain above $20 billion.  Should Ford's rate
of cash consumption during 2007 make it unlikely that this level
of liquidity can be maintained, the B3 rating could be placed on
review for possible downgrade.  The rating could also come under
pressure if manned capacity utilization of the North American
operations does not remain on track to hit 100% by 2008, or if US
market share remains below 16.5% for 2007.

Ford Motor Company, headquartered in Dearborn, Michigan, is the
world's third largest automobile manufacturer.


FREEPORT-MCMORAN: Earns $365.7 Million in 2006 Third Quarter
------------------------------------------------------------
Freeport-McMoRan Copper & Gold Inc. has filed its financial
statements for the three months ended Sept. 30, 2006, with the
Securities and Exchange Commission disclosing $365.7 million of
net income on $1.6 billion of net revenues in contrast to
$180.9 million of net income on $983.2 million of net revenues for
the same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed $5.2 billion
in total assets and $2.8 billion in total liabilities.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?1602

As of Sept. 30, 2006, the Company had total unrestricted cash and
cash equivalents of $698.9 million and total outstanding debt of
$774.5 million.  Total debt was reduced by a net $481.4 million
during the first nine months of 2006, including the following
transactions:

   * $286.1 million for the completion of a tender offer to induce
      conversion of 7% Convertible Senior Notes due 2011 into 9.3
      million shares of FCX common stock in the third quarter;

   * $167.4 million for the mandatory redemption of Gold-
      Denominated Preferred Stock, Series II in the first quarter
      for $236.4 million;

   * $12.5 million for the final mandatory redemption of Silver-
      Denominated Preferred Stock in the third quarter for $25.8
      million;

   * $30.5 million for privately negotiated transactions to induce
     conversion of 7% Convertible Senior Notes due 2011 into 1.0
     million shares of FCX common stock; and

   * $11.5 million for purchase in an open market transaction of
     10.5% Senior Notes due 2010 for $12.4 million.

                         Merger Agreement

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Freeport-McMoRan Copper & Gold Inc. and Phelps Dodge Corporation
have signed a definitive merger agreement under which FCX will
acquire Phelps Dodge for approximately $25.9 billion in cash and
stock, creating the world's largest publicly traded copper
company.

The combined company will be a new industry leader with large,
long-lived, geographically diverse assets and significant proven
and probable reserves of copper, gold, and molybdenum.

                       Consulting Agreement

FM Services Company, a wholly owned subsidiary of Freeport-McMoRan
Copper & Gold Inc., entered into a supplemental consulting
agreement with B. M. Rankin, Jr., Freeport's director. The
supplemental agreement renews the consulting agreement previously
entered into with Mr. Rankin for an additional one-year period
beginning Jan. 1, 2007, and ending Dec. 31, 2007.  All terms and
conditions of Mr. Rankin's original consulting agreement remain
unchanged.

               About Freeport-McMoRan Copper & Gold

Headquartered in New Orleans, Louisiana, Freeport-McMoRan Copper &
Gold Inc. (NYSE: FCX) -- http://www.fcx.com/-- explores for,  
develops, mines, and processes ore containing copper, gold, and
silver in Indonesia, and smelts and refines copper concentrates in
Spain and Indonesia.

                            *    *    *

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Moody's Investors Service placed under review for possible upgrade
Freeport-McMoRan Copper & Gold Inc.'s Ba3 corporate family rating
and its B1 senior unsecured rating.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
Standard & Poor's placed its 'BB-' corporate credit and its other
ratings on Freeport-McMoRan Copper & Gold Inc. on CreditWatch with
positive implications and its 'BBB' corporate credit and its other
ratings on Phelps Dodge Corp. on CreditWatch with negative
implications.

The actions followed the report that Freeport entered into an
agreement with Phelps Dodge to acquire Phelps in a transaction
valued at $25.9 billion.


FRIENDLY ICE: Oct. 1 Stockholders' Deficit Narrows to $136.6 Mil.
-----------------------------------------------------------------
Friendly Ice Cream Corporation's balance sheet at Oct. 1, 2006,
showed total assets of $223.2 million and total liabilities of
$359.8 million, resulting in a total stockholders' deficit of
$136.6 million.  Stockholders' deficit at Jan. 1, 2006, stood at
$141.8 million.

For the third fiscal quarter ended Oct. 1, 2006, the Company
reported net income of $1.9 million on total revenues of
$141.8 million, compared with net income of $3.4 million on total
revenues of $141.1 million for the same fiscal quarter in 2005

             Amendment to $35 Million Credit Facility

The Company disclosed that on Aug. 1, 2006, it further amended its
$35 million Credit Facility to, among other things, (i) extend the
maturity date from June 30, 2007, to June 30, 2010, (ii) eliminate
the interest coverage requirement, and (iii) reduce by 0.50% to
0.75% the applicable margin rates at which the revolving credit
loans bear interest to a range of 3% to 4%.

The Company incurred approximately $473,000 of costs associated
with the amendment, which will be deferred and amortized over the
life of the Credit Facility.

                        Insurance Recovery

The Company reported receiving during the quarter ended Oct. 1,
2006, insurance recoveries of $550,000 related to costs and
expenses incurred related to the Blake litigation, pursuant to the
settlement agreement with the Company's insurance carrier.
Additionally, the Company has recorded a receivable for insurance
recoveries of $646,000 as of the end of the current quarter.

On Feb. 25, 2003, S. Prestley Blake, holder of approximately 10%
of the Company's outstanding common stock, sued Friendly Ice and
its chairman in a purported derivative action in Hampden Superior
Court, Massachusetts.

The Company's Board of Directors formed on July 14, 2005, a
special litigation committee to investigate the concerns and
beliefs raised in Blake's demand letter.  Based on its findings,
the Committee filed a motion to dismiss the claims made by Mr.
Blake.  On May 24, 2006, the Hampden Superior Court denied the
Committee's motion and allowed the joinder, as defendants, of
current Board members Steven L. Ezzes, Michael J. Daly, and Burton
J. Manning, and former Board member Charles A. Ledsinger, Jr., and
The Restaurant Company, The Restaurant Holding Corporation, and
TRC Realty LLC.

On July 26, 2006, director defendants Michael J. Daly, Steven L.
Ezzes, and Burton J. Manning, and former director defendant
Charles A. Ledsinger, Jr., filed motions to dismiss the claims
brought against them.  The Court took on Sept. 20, 2006, the
motions under advisement and has set a deadline for fact discovery
of May 31, 2007, with a trial, if necessary, to begin on Jan. 7,
2008.

The Company initiated litigation against its insurance carrier to
recoup defense expenses related to the Blake litigation and
entered into a settlement agreement with its insurance carrier,
which provides in part for 1) a lump sum payment to settle past
disputed expenses, and 2) clarification of coverage of future
defense expenses related to this matter.

Full-text copies of Friendly Ice's third fiscal quarter financials
may be viewed for free at http://ResearchArchives.com/t/s?15f2

With principal executive office at Wilbraham, Mass., Friendly Ice
Cream Corporation (AMEX: FRN) -- http://www.friendlys.com/-- is a  
vertically integrated restaurant company serving signature
sandwiches, entrees and ice cream desserts in a friendly, family
environment in 525 company and franchised restaurants throughout
the Northeast.  The company also manufactures ice cream, which is
distributed through more than 4,500 supermarkets and other retail
locations.  With a 70- year operating history, Friendly's enjoys
strong brand recognition and is currently remodeling its
restaurants and introducing new products to grow its customer
base.

                         *     *     *

As reported in the Troubled Company Reporter on Nov. 9, 2006,
Moody's Investors Service confirmed Friendly Ice Cream Corp.'s
B3 Corporate Family Rating in connection with the rating agency's
implementation of its new Probability-of-Default and Loss-Given-
Default rating methodology.


GENTA INC: Incurs $14.9 Million Net Loss in 2006 Third Quarter
--------------------------------------------------------------
Genta Incorporated reported a net loss of $14.9 million for the
third quarter ended Sept. 30, 2006, compared to a $7.9 million net
loss for the third quarter of 2005.  

Total revenues were $100,000 for the three months ended
Sept. 30, 2006, as well as for the prior-year period.  Product
sales were generated from sales of Ganite, the Company's
commercial product for the treatment of cancer-related
hypercalcemia.

In the third quarter of 2006, total operating expenses were
$15.5 million, compared to $8.1 million in the prior-year period.
The increase was primarily due to higher research and
manufacturing expenses, and the planned expansion of our sales and
marketing activities in anticipation of a possible commercial
approval and launch of Genasense, as well as $900,000 in stock
option-related expense recognized as a result of the adoption of
Statement of Financial Accounting Standards No. 123R, "Share-Based
Payment", on Jan. 1, 2006.

The Company's balance sheet at Sept. 30, 2006, showed $44,560,000
in total assets, $13,301,000 in total liabilities, and $31,259,000
in stockholders' equity.

Net cash used in operating activities through Sept. 30, 2006, was
$33.5 million, which represents an average monthly outflow of
$3.7 million.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15f5

                      Going Concern Doubt

As reported in the Troubled Company Reporter on Aug. 15, 2006,
Deloitte & Touche LLP expressed substantial doubt about Genta
Incorporated's ability to continue as a going concern after
auditing the Company's financial statements for the years ended
Dec. 31, 2005 and 2004.  The auditing firm pointed to the
Company's recurring losses and negative cash flows.

Based in Berkeley Heights, New Jersey, Genta Incorporated --
http://www.genta.com/-- is a biopharmaceutical company, which  
focuses on the treatment of patients with cancer.


GOLDSPRING INC: Extends Employment Pact With CEO Robert T. Faber
----------------------------------------------------------------
Goldspring Inc. signed Nov. 27, 2006, an agreement with Robert T.
Faber, the Company's chief executive officer, extending his
employment through August 2009.

The Agreement carries a three-year term from Aug. 15, 2006, and is
retroactive to that date.  During the term of the Agreement, Mr.
Faber's base salary will be $180,000 per year, with increases
determined by the Company's Compensation Committee, with a bonus
not to exceed 50% of the base salary then in effect.

Also pursuant to the Agreement, Mr. Faber will be granted
80,000,000 stock options currently with exercise price per the
terms of the Company's 2006 Stock Option and Incentive Plan.

In the case of a termination not for cause, Mr. Faber will
continue to receive his full base salary for a period of one year
from date of termination.

Upon sale of the Company, he will receive a one time lump sum
payment equal to 100% of his then in effect base salary, with all
options vesting immediately.

In addition, the employment agreement provides for Mr. Faber to be
granted options to purchase shares of the Company's common stock
at prices ranging from $.50 to $2.00 per share.  Mr. Faber is
entitled to a use of a company car, contributions to a 401(k)
plan, and life insurance coverage.

             Amendments to Articles of Incorporation

The Company has amended Article V of its Articles of Incorporation
to increase its authorized shares to 4,000,000,000, consisting of
3,950,000,000 shares of Common Stock and 50,000,000 shares of
blank check preferred stock effective as of Nov. 20, 2006.

The Company's Board of Directors and its shareholders approved
this amendment.

The Company's Board of Directors and its shareholders also
approved:

   a. the Company's 2006 Stock Option and Incentive Plan,
   b. re-incorporation in the State of Nevada, and
   c. 1:200 reverse stock split.

                         About Goldspring

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

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 30, 2006,
Jewett, Schwartz & Associates, in Hollywood, Florida, raised
substantial doubt about Goldspring Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's operating losses and
working capital deficit.


GOLDSPRING INC: Sept. 30 Working Capital Deficit Tops $17.1 Mil.
----------------------------------------------------------------
For the third quarter ended Sept. 30, 2006, Goldspring Inc.
reported a $1,048,661 net loss on $379,845 of revenues from gold
sales, compared with a $2,980,842 net loss on $951,586 of revenues
in the comparable quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed $4,142,087
in total assets and $19,218,215 in total liabilities, resulting in
a $15,076,128 shareholders' deficit.  The Company had a
$14,014,354 deficit at June 30, 2006.

The Company's Sept. 30 balance sheet also showed strained
liquidity of $17,171,821 with $1,330,015 in total current assets
available to pay $18,501,836 in total liabilities.

           $1.9 Million Convertible Debenture Financing

The Company formally entered Aug. 24, 2006, into an agreement with
several investors to loan $1,900,000 to the Company.  The notes
evidencing the loan bear interest at the rate of 12% per annum.

The note is payable monthly on the first of each month commencing
Oct. 1, 2006, along with 1/24 of the principal amount of such
notes on each repayment date and were issued between May 18, 2006,
to Aug. 24, 2006, with the second quarter notes being treated as
"bridge debt" until the loan agreement was formally signed.

The notes are also convertible into Common Stock at a 50% discount
to market until a registration statement registering the Common
Stock underlying the notes is effective and at a 15% discount to
market thereafter.

As additional consideration, the investors are to be issued a
total of 20,000,000 warrants to purchase common stock at exercise
prices based upon the same formulas as for conversion of the
amounts due under the notes.

The notes are secured by a lien on the assets of Goldspring Inc.
and a pledge of all of the interests in Plum Mine Special Purpose
LLC, which owns the Plum Mine operation.  To date, $1,200,000 of
the $1,900,000 has been funded by the investors.

The notes issued are:

   * $300,000 Winfield Debenture Payable issued May 18, 2006;
   * $300,000 Winfield Debenture Payable issued June 21, 2006;
   * $300,000 Winfield Debenture Payable issued Aug. 23, 2006; and
   * $300,000 Longview Debenture Payable issued Aug. 24, 2006.

The holder will have the right, but not the obligation, to convert
all or any portion of the then aggregate outstanding principal
amount of the notes into shares of common stock.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1604

                        Going Concern Doubt

As reported in the Troubled Company Reporter on May 30, 2006,
Jewett, Schwartz & Associates, in Hollywood, Florida, raised
substantial doubt about Goldspring Inc.'s ability to continue as
a going concern after auditing the Company's consolidated
financial statements for the year ended Dec. 31, 2005.  The
auditing firm pointed to the Company's operating losses and
working capital deficit.

                         About Goldspring

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


GREAT PANTHER: Topia and Guanajuato Mines Production Increases
--------------------------------------------------------------
Great Panther Resources Limited's production continues to increase
at its 100% owned silver mines in Mexico.

The Company disclosed that at its Topia Silver-Lead-Zinc Mine in
Durango, the plant throughput has been increased from 120 tonnes
to 160 tonnes per day with the commissioning of the second ball
mill.  At its Guanajuato Mine Complex, total throughput has risen
from 400 tonnes to 700 tonnes per day and will continue to
increase into the New Year.

The third ball mill at Topia will be commissioned in early 2007
and its original target of 200 tonnes per day is anticipated to be
attained in the first quarter of 2007 with capacity anticipated to
be in excess of 300 tonnes per day by late 2007 or early 2008.  
The third mill at Guanajuato is currently being refurbished.

New underground development is also continuing at both mines.  As
announced by the Company on Oct. 12, 2006, production from the
Argentina vein at Topia is anticipated to begin in first quarter
of 2007.  At Guanajuato, new production has commenced from several
stopes on the 345 level of the Rayas and Cata Mines, while mining
continues in the San Vicente and Guanajuatito areas.

The Company further disclosed that its 34-hole surface diamond
drilling program has been completed at Guanajuato and final assay
results from the Promontorio area near the southeast property
boundary are pending.  Drilling in the Guanajuatito and Animas
areas have already identified significant silver-gold
mineralization that is available for immediate development.

A new 5,000-metre surface drilling program contracted to BDW
Drilling of Mexico has also begun at Topia.  In addition, the
Company has purchased four new underground diamond drills -- three
for Guanajuato and one for Topia -- that will be operated by its
own personnel.

Great Panther Resources Limited (TSX-V: GPR) through its
acquisition of the Topia and Guanajuato Mines in Mexico has
transformed from a company that was exclusively focused on mineral
exploration to a company involved in the mining of precious and
base metals.

                        Going Concern Doubt

As reported in the Troubled Company Reporter on July 13, 2006,
KPMG LLP in Vancouver, Canada, raised substantial doubt about
Great Panther Resources Limited's ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the years ended Dec. 31, 2005, and 2004.  The
auditors pointed to the Company's recurring losses and operating
cash flow deficiencies.


HARRAH'S ENT: Penn National Will Offer Cash and Stock Bid
---------------------------------------------------------
Penn National Gaming Inc. and hedge fund D.E. Shaw are reportedly
in talks to make a cash and stock bid for Harrah's Entertainment
Inc. in Las Vegas.

According to reports, Lehman Brothers and Wachovia Corp. will
provide financing and will receive equity in a successful bid.

Less than two months ago, Harrah's rejected a $15-billion offer
from Apollo Management LP and Texas Pacific Group.  The private
equity firms' offer is now $83.50 a share, or $15.5 billion.

Earlier this fall, Harrah's rejected a $15-billion buyout offer
from Apollo Management LP and Texas Pacific Group. The private
equity firms have raised their offer to $15.5-billion.

Headquartered in Las Vegas, Nevada, Harrah's Entertainment, Inc.
(NYSE:HET) -- http://www.harrahs.com/-- is a gaming corporation
that owns and operates casinos, hotels, and five golf courses
under several brands.

                           *     *     *

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Standard & Poor's Ratings Services lowered its ratings on Harrah's
Entertainment and its subsidiary Harrah's Operating Co. Inc.,
including its long- and short-term corporate credit ratings to
'BB+' from 'BBB-' and to 'B' from 'A-3', respectively.  In
addition, these ratings were placed on CreditWatch with negative
implications.  This company had about $10.8 billion of reported
debt outstanding as of June 30, 2006.

As reported in the Troubled Company Reporter on Oct. 3, 2006,
Fitch Ratings downgraded the debt ratings of Harrah's
Entertainment Inc. and its principal operating subsidiary Harrah's
Operating Co.  Harrah's Entertainment's Issuer Default Rating was
lowered to 'BB+' from 'BBB-'.  Harrah's Operating Co.'s Issuer
Default Rating was also downgraded to 'BB+' from 'BBB-'.  Other
affected Harrah's Operating ratings include: Bank Credit Facility
to 'BB+' from 'BBB-', Senior Unsecured Notes to 'BB+' from 'BBB-'
and Subordinated notes to 'BB-' from 'BB+'.


HELLER FINANCIAL: Fitch Lifts Low-B Ratings on K & L Cert. Classes
------------------------------------------------------------------
Fitch upgrades four classes of Heller Financial Commercial
Mortgage Asset Corp.'s mortgage pass-through certificates, series
2000-PH1:

   -- $14.4 million class F to 'AAA' from 'AA';
   -- $26.3 million class G to 'AA- 'from 'A-';
   -- $7.2  million class K to 'BBB-' from 'BB'; and,
   -- $9.6  million class L to 'BB' from 'B'.

In addition, Fitch affirms these classes:

   -- $24.8  million class A-1 at 'AAA';
   -- $532.3 million class A-2 at 'AAA';
   -- Interest-only class X at 'AAA';
   -- $43.1 million class B at 'AAA';
   -- $47.8 million class C at 'AAA';
   -- $12.0 million class D at 'AAA';
   -- $35.9 million class E at 'AAA'; and,
   -- $9.6  million class M at 'B-'.

Fitch does not rate the $19.1 million class H, $9.6 million class
J, or $13.9 million class N certificates.

The upgrades reflect both increased credit enhancement levels due
to loan payoffs and the defeasance of a number of loans in the
pool.  As of the Nov. 2006 distribution date, the pool's
certificate balance has paid down 19.6% to $767.6 million from
$957.0 million at issuance.

In addition, thirty-seven loans (30.2%) have defeased since
issuance, including the largest loan in the pool (4.3%).

There are currently three assets (2.4%) in special servicing:  

   -- One asset (1.64%) is current and expected to be returned to
      the master servicer.  

   -- The second largest asset (0.63%) is real estate-owned and
      will be marketed for sale.

   -- The third largest asset (0.11%) is in the process of
      resolving lien issues before being released from the trust.

Losses are expected, however they are anticipated to be absorbed
by the non-rated class N.


HOUGHTON MIFFLIN: Accepts $1.75 Buyout Bid from Riverdeep Inc.
--------------------------------------------------------------
Houghton Mifflin LLC has agreed to a $1.75 billion buyout offer
from Irish publishing house Riverdeep Inc., Reuter reports.

Reuters says Riverdeep will also assume Houghton Mifflin's $1.61
billion debt, giving the deal a total value of $3.4 billion.  Some
Houghton managers and workers will roll over $40 million in stock
into shares of HM Rivergroup, a newly formed company that will own
both Riverdeep and Houghton Mifflin.

Riverdeep's chairman and CEO Barry O'Callaghan would become
executive chairman of HM Rivergroup, while Tony Lucki, Houghton
Mifflin's chairman, president and chief executive, would become
vice chairman, Reuters relates.

The Associated Press reports that after the deal's completion
before year-end, the new holding company will be renamed Houghton
Mifflin Riverdeep Group PLC and will be based in Ireland.

                       About Riverdeep Inc.

Headquartered in Dublin 2, Ireland, Riverdeep Inc. --
http://www.riverdeep.net/-- provides CD-ROM and Web-based  
educational products for the K-12 market. Its flagship product,
"Destination Success" courseware includes lessons in basic math,
pre-algebra, and algebra.  The firm also provides simulation
software (math, chemistry, physics), and offers free content and
teaching tools through its Web site.  The company's products are
used in in more than 45,000 schools in over 20 countries
worldwide.  Riverdeep was founded in 1995 and has offices in
Ireland, the UK, and the U.S.

                      About Houghton Mifflin

Headquartered in Boston, Massachusetts, Houghton Mifflin LLC --
http://www.hmco.com/-- publishes textbooks for the K-12 and  
college markets, fiction and nonfiction books for adults and
children and reference works such as the American Heritage
Dictionary.  Its major divisions include McDougal Littell
(secondary school textbooks), Riverside Publishing (educational
testing) and Great Source Education Group (supplemental school
materials for grades K-12).  The Company recorded 2005 revenues of
$1.3 billion.


HOUGHTON MIFFLIN: HM Rivergroup Deal Cues Moody's Ratings Review
----------------------------------------------------------------
Moody's Investors Service placed the ratings of Houghton Mifflin
LLC under review for possible downgrade.  The ratings review comes
after the disclosure that HM Rivergroup PLC has agreed to acquire
Houghton Mifflin Company for approximately $3.4 billion.

Ratings placed under review:

   * Houghton Mifflin LLC's

      -- Corporate Family rating: B2

      -- PDR: B2

      -- $300 million floating rate senior PIK notes due 2011 at
         Caa1, LGD6, 93%

      -- Speculative Grade Liquidity rating: SGL - 2

   * Houghton Mifflin Company's

      -- $250 million senior secured revolving credit facility,
         due 2008 at Ba2, LGD1, 6%

      -- $142 million 7.2% senior secured notes, due 2011 at Ba2,
         LGD1, 6%

      -- $600 million 8.25% senior unsecured notes, due 2011 at
         B1, LGD3, 36%

      -- $398 million 9.875% senior subordinated notes, due 2013
         at B3, LGD5, 71%

   * HM Publishing Corporation's

      -- $211 million 11.5% senior discount notes, due 2013 at
         Caa1, LGD5, 85%

The proposed transaction, which remains subject to regulatory
approval, is expected to close by the end of 2006.

Moody's review will focus on:

   (a) the capital structure and financial metrics of the merged
       entity;

   (b) the outlook for the merged entity's operating performance,
       including the potential for synergies;

   (c) the growth prospects facing the U.S. educational
       publishing sector over the next few years and the merged
       company's ability to maintain or expand market share, and,

   (d) the probability of further near-term event risk.

Houghton Mifflin LLC is a leading publisher focused on the school,
college, education, trade and reference markets.  The company,
which is headquartered in Boston, Massachusetts, recorded revenues
of $1.3 billion in 2005.


INCO LTD: Reports $701 Million Net Income in 2006 Third Quarter
---------------------------------------------------------------
Inco Limited reported the highest ever-quarterly earnings in the
company's 104-year history.  Earnings on an adjusted basis for the
third quarter of 2006 were over four times the earnings for the
third quarter of 2005, while earnings in accordance with Canadian
generally accepted accounting principles were eleven times the
earnings for the third quarter of 2005.

Adjusted net earnings for the third quarter of 2006 were $
653 million compared with adjusted net earnings of $159 million
for the third quarter of 2005.  Net earnings for the third quarter
of 2006 in accordance with Canadian GAAP were a record
$701 million compared with net earnings of $64 million for the
third quarter of 2005.  The principal adjustment made in arriving
at adjusted net earnings for the third quarter of 2006 was the
exclusion of net takeover-related income of $109 million after
taxes.

"Our record quarterly earnings reflect the unprecedented sustained
strength we've seen in the nickel market, combined with strong
production from our operations," said Inco Chairman and CEO Scott
Hand.

For the third quarter of 2006, the London Metal Exchange benchmark
cash nickel price rose to a record quarterly average of $29,178
per tonne ($13.24 per pound), compared with the third quarter of
2005 average of $14,567 per tonne ($6.61 per pound).  The LME cash
nickel price set a record high of $34,750 per tonne ($15.76 per
pound) on August 24, 2006.  On Oct. 19, 2006, the LME cash nickel
price was $33,395 per tonne ($15.15 per pound).

Inco produced 125 million pounds of finished nickel in the third
quarter of 2006.  This was almost 13% higher than the company's
production in the third quarter of last year, due primarily to the
commencement of nickel concentrate production at Voisey's Bay and
additional production at the Company's Manitoba operations.  The
Company's nickel unit cash cost of sales, after by-product
credits, for the third quarter of 2006 was $2.12 per pound, 30%
lower than in the third quarter of 2005.  This decrease was
attributable to the positive impact of higher average realized
selling prices for copper and platinum group metals and higher
deliveries of Voisey's Bay copper concentrate partially offset by
an increase in nickel unit cash cost of sales before by-product
credits.

Based on these strong results, Inco generated $857 million of cash
flow from operations in the third quarter, before a working
capital decrease of $132 million and net receipts from takeover-
related activities of $288 million.  The Company's cash position
of $1,828 million at Sept. 30, 2006, and its debt-to-
capitalization ratio of 20% provide the Company with the financial
strength to support its growth strategy.

Net sales in the third quarter of 2006 increased significantly by
114% compared with the third quarter of 2005.  The increase was
primarily due to increases in the Company's average realized
selling prices for nickel and copper, which increased by 99% and
90% for the third quarter of 2006 compared with the third quarter
of 2005.  In addition, deliveries of Inco-source and tolled nickel
and Inco-source copper increased by 5% and 59%, respectively,
during the third quarter of 2006 compared with the third quarter
of 2005.

                         Interest expense

Interest expense increased by $11 million and $32 million in the
third quarter and first nine months of 2006 compared with the
corresponding periods of 2005.  Interest expense increased
primarily because no interest in respect of the Voisey's Bay
project has been capitalized in 2006 since the mine, concentrator
and related facilities commenced commercial production in December
2005.

                      Takeover-related income

In the third quarter of 2006, in connection with the unsuccessful
offer to purchase Falconbridge Limited and the unsuccessful
business combination with Phelps Dodge Corporation, certain break-
up fees were received and paid, and other transaction costs were
incurred, which the Company recorded in earnings.  For the first
nine months of 2006, the Company recorded income, on a net basis
of $174 million, which primarily consists of the cash received
from Falconbridge Limited from a break-up fee in the amount of
$450 million which was substantially offset by break-up fees paid
to Phelps Dodge Corporation and LionOre Mining International Ltd.
as well as other transaction costs.

               Third Quarter Dividend Consideration

At the meeting on Oct. 17, 2006, Inco's Board of Directors
considered whether to declare a dividend on Inco's common shares
in respect of the third quarter of 2006.  Inco's existing practice
has been to pay a regular quarterly dividend of $0.125 per share.  
The CVRD Offer provides that, in the event that Inco should
declare, set aside or pay, after Sept. 1, 2006, any dividend
(including a regular quarterly dividend in accordance with Inco's
current dividend policy), distribution or payment on the common
shares, the consideration payable per common share pursuant to the
CVRD Offer (being CDN$86.00 in cash) will be reduced by the amount
of such dividend, distribution or payment.  In view of the
foregoing terms of the CVRD Offer, and given that the CVRD Offer
is scheduled to expire on Oct. 23, 2006, the Board of Directors
deferred its decision as to whether to declare a quarterly
dividend in respect of the third quarter of 2006 until after the
expiry time of the CVRD Offer.

                       About Inco Ltd.

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- produces nickel, which is used primarily  
for manufacturing stainless steel and batteries.  Inco also
mines and processes copper, gold, cobalt, and platinum group
metals.  It makes nickel battery materials and nickel foams,
flakes, and powders for use in catalysts, electronics, and
paints.  Sulphuric acid and liquid sulphur dioxide are produced
as byproducts.  The company's primary mining and processing
operations are in Canada, Indonesia, and the U.K.

                        *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating.


INTERNATIONAL PAPER: Selling 13 Sawmills to West Fraser for $325MM
------------------------------------------------------------------
International Paper Company will sell 13 of its sawmills to West
Fraser Timber Co. for $325 million in cash, Christopher Donville
writes for Bloomberg.  The sale is part of International Paper's
ongoing plan to focus on its industrial packaging and office paper
operations.

Mr. Donville reports that the deal, which would increase West
Fraser's lumber production capacity by 40%, is expected to close
in the first quarter of 2007.  

International Paper spokeswoman Amy Sawyer told Bloomberg that the
13 sawmills represent about half of the Company's U.S. timber
products industry.  The Company continues to seek buyers for its
remaining wood products business, its Arizona Chemicals unit and
its beverage packaging business, Ms. Sawyer adds.

                           Asset Sales

On Oct. 30, 2006, the Company completed the previously announced
sale of approximately 900,000 acres of its forestlands in
Louisiana, Texas and Arkansas to an investor group led by
TimberStar, a subsidiary of iStar Financial Inc.  The purchase
price for this transaction was approximately $1.13 billion.  
Approximately $330 million was paid in cash and $800 million in
promissory notes.

In addition, the Company, on Nov. 3, 2006, completed the sale of
approximately 4.2 million acres of forestlands located across the
southern U.S. and Michigan to an investor group led by Resource
Management Service, LLC.  The purchase price was approximately
$4.96 billion.  Approximately $1.04 billion was paid in cash and
$3.92 billion in promissory notes, the Troubled Company Report
reports on Nov. 24, 2006.

                        About West Fraser

Headquartered in Vancouver, Canada, West Fraser Timber Co Ltd. --
http://www.westfraser.com/-- is an integrated forest products  
company producing lumber, wood chips, fibreboard, plywood, pulp,
linerboard, kraft paper, and newsprint.  The company carries on
its operations through subsidiary companies and joint ventures
owned directly or indirectly by the company's principal operating
subsidiary West Fraser Mills.

                     About International Paper

Based in Stamford, Connecticut, International Paper Company (NYSE:
IP) -- http://www.internationalpaper.com/-- is in the forest   
products industry for more than 100 years.  The company is
currently transforming its operations to focus on its global
uncoated papers and packaging businesses, which operate and serve
customers in the U.S., Europe, South America and Asia.  These
businesses are complemented by an extensive North American
merchant distribution system.  International Paper is committed to
environmental, economic and social sustainability, and has a long-
standing policy of using no wood from endangered forests.

                           *     *     *

Moody's Investors Service assigned a Ba1 senior subordinate rating
and Ba2 Preferred Stock rating on International Paper Company on
Dec. 5, 2005.


INTERSTATE BAKERIES: Sells Railcar Lease Option to The Andersons
----------------------------------------------------------------
Interstate Bakeries Corp. and its debtor-affiliates obtained
authority from the Honorable Jerry Venters of the U.S. Bankruptcy
Court for the Western District of Missouri to assume their railcar
lease with Chase Equipment Leasing Inc., fka Banc One Leasing
Corporation, and sell their purchase option under the Railcar
Lease to The Andersons Inc.

If the Debtors are unable to close the transaction with
Andersons, they may pursue all of their options at law and in
equity with respect to any breach and effectuate the transaction
with either of the other two bidders at the auction without
further Court order, with Chase's consent.

As reported in the Troubled Company Reporter on Nov. 10, 2006, the
Debtors lease 90 5,125-cubic capacity pressure discharge covered
hopper railcars from Chase Equipment Leasing Inc., fka Banc One
Leasing Corporation, pursuant to Master Rail Lease Agreement No.
7783798 and three Lease Schedules.  The Debtors use the Railcars
to transport flour from certain of their suppliers.

The Railcar Leases are approaching the ends of their rental terms.  
Pursuant to the Leases, the Debtors have the option to purchase
the Railcars for fair market value, not exceeding 70% of the
original equipment cost, plus applicable taxes.  The Purchase
Option's cap of 70% of the original equipment cost equals
approximately $52,691 per Railcar.

The Debtors and the Suppliers are interested in continuing the
current use of the Railcars after the expiration of the Leases.  
The parties have agreed that the Suppliers will lease the
Railcars instead of the Debtors.

To implement the new arrangement, the Debtors issued Bid Requests
to leading railcar lessors and have subsequently received seven
bids.  The top three bidders were invited to participate in an
auction held on Oct. 9, 2006.  

During the auction, The Andersons Inc. increased its bid to
$66,750 per Railcar.  In addition, Andersons removed all of the
conditions, which the Debtors asked the bidders to remove from
their bid proposals.

After consultation with the Official Committee of Unsecured
Creditors and the Official Committee of Equity Security Holders,
the Debtors determined that Andersons' bid represented the best
bid for the Railcars, and consequently the best Sale Payment.

Thus, with the approval of Interstate Bakeries Corporation's
Board of Directors, the Debtors declared Andersons the winning
bidder.

                     The Settlement Agreement

The Debtors, Andersons and Chase subsequently executed an
Agreement, pursuant to which the Debtors will assume the Leases
pursuant to Section 365 of the Bankruptcy Code and sell the
Purchase Option to Andersons by agreement with Chase, contingent
upon the simultaneous closing of:

   -- the purchase of the Railcars by Andersons; and

   -- Andersons' re-lease of the Railcars to certain suppliers.

In exchange for the Purchase Option, Andersons will pay the
Debtors $1,251,210.

Immediately upon the sale of the Purchase Option to Andersons,
Andersons will exercise the Purchase Option and purchase the
Railcars, and Chase will sell the Railcars to Andersons for
$4,742,230, subject to certain terms and conditions.  

Andersons will then lease the Railcars to those certain suppliers
of the Debtors.

To the extent not otherwise paid in the ordinary course of
business before the closing, the Debtors will pay Chase $52,497
for November 2006 rental payments and $166,002 for all remaining
rental amounts to Chase, in full satisfaction of the Debtors'
cure obligations under the Leases.

Immediately after the Closing, Chase will withdraw Claim Nos.
6909 and 6911.

The parties expected the closing to occur when the conditions
precedent to closing have all been met and the Escrow Agent has
made the distributions.

A full-text copy of the Andersons Agreement is available for free
at http://ResearchArchives.com/t/s?1491

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R). The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due Aug. 15, 2014, on
Aug. 12, 2004) in total debts. (Interstate Bakeries Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


INTERSTATE BAKERIES: Sells Westbrook Property to Fruit Rollup
-------------------------------------------------------------
At a Nov. 6, 2006 auction to sell Interstate Bakeries Corp. and
its debtor-affiliates' interests in a property located at
10 Bradley Drive, in Westbrook, Maine, Fruit Rollup LLC offered to
buy the Property for $1,250,000.  The Debtors determined that
Fruit Rollup made the best and highest offer for the Westbrook
Property.

Accordingly, the U.S. Bankruptcy Court for the Western District of
Missouri authorizes the Debtors to sell their interest in the
Westbrook Property to Fruit Rollup for $1,250,000.

Headquartered in Kansas City, Missouri, Interstate Bakeries
Corporation is a wholesale baker and distributor of fresh baked
bread and sweet goods, under various national brand names,
including Wonder(R), Hostess(R), Dolly Madison(R), Baker's Inn(R),
Merita(R) and Drake's(R).  The Company employs approximately
32,000 in 54 bakeries, more than 1,000 distribution centers and
1,200 thrift stores throughout the U.S.

The Company and seven of its debtor-affiliates filed for chapter
11 protection on September 22, 2004 (Bankr. W.D. Mo. Case No.
04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts. When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due Aug. 15, 2014, on
Aug. 12, 2004) in total debts. (Interstate Bakeries Bankruptcy
News, Issue No. 52; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


JP MORGAN: Fitch Puts Low-B Ratings on $10 Million Class LV Certs.
------------------------------------------------------------------
Fitch rates J.P. Morgan Commercial Mortgage Securities Corp.'s,
Series 2006-FL2, commercial mortgage pass-through certificates:

     -- $820,058,000 class A-1 'AAA';
     -- $298,203,000 class A-2 'AAA';
     -- $1,491,015,641 class X-1 'AAA';
     -- $1,491,015,641 class X-2 'AAA';
     -- $50,322,000 class B 'AA+';
     -- $42,867,000 class C 'AA';
     -- $29,820,000 class D 'AA-';
     -- $33,548,000 class E 'A+';
     -- $33,548,000 class F 'A';
     -- $29,820,000 class G 'A-';
     -- $37,275,000 class H 'BBB+';
     -- $37,276,000 class J 'BBB'.
     -- $33,548,000 class K 'BBB-';
     -- $44,730,641 class L 'BBB-';
     -- $7,400,000 class LV-1 'BB+'; and,
     -- $2,600,000 class LV-2 'BB'.

All classes are privately placed pursuant to rule 144A of the
Securities Act of 1933.  The certificates represent beneficial
ownership interest in the trust, primary assets of which are
15 floating rate loans having an aggregate principal balance of
approximately $1,501,015,641, as of the cutoff date.


JP MORGAN: Fitch Puts Low-B Ratings on Six Certificate Classes
--------------------------------------------------------------
Fitch  rates J.P. Morgan Chase Commercial Mortgage Securities
Corp.'s 2006-CIBC17, commercial mortgage pass-through
certificates:

     -- $70,459,000 class A-1 'AAA';
     -- $105,767,000 class A-3 'AAA';
     -- $1,222,397,000 class A-4 'AAA';
     -- $89,092,000 class A-SB 'AAA';
     -- $288,112,000 class A-1A 'AAA';
     -- $253,689,000 class A-M 'AAA';
     -- $202,952,000 class A-J 'AAA';
     -- $2,536,896,225 class X 'AAA';
     -- $44,396,000 class B 'AA';
     -- $19,027,000 class C 'AA-';
     -- $34,882,000 class D 'A';
     -- $31,711,000 class E 'A-';
     -- $34,882,000 class F 'BBB+';
     -- $31,712,000 class G 'BBB';
     -- $31,711,000 class H 'BBB-';
     -- $9,513,000 class J 'BB+';
     -- $9,514,000 class K 'BB';
     -- $9,513,000 class L 'BB-';
     -- $3,171,000 class M 'B+';
     -- $6,342,000 class N 'B'; and,
     -- $6,343,000 class P 'B-'.
                  
The $31,711,225 class NR is not rated by Fitch.

Classes A-1, A-3, A-4, A-SB, A-1A, A-M, A-J, X, B, C and D are
offered publicly, while classes E, F, G, H, J, K, L, M, N and P
are privately placed pursuant to rule 144A of the Securities Act
of 1933.

The certificates represent beneficial ownership interest in the
trust, primary assets of which are 151 fixed-rate loans having an
aggregate principal balance of approximately $2,536,896,225, as of
the cutoff date.


KENNETH CUTHBERTSON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------------
Debtor: Kenneth W. Cuthbertson
        aka Cherokee Inn
        aka Cherokee Village Gift Shop
        aka Park Place Gift Shop
        aka TePee Village Mall
        P.O. Box 1899
        Cherokee, NC 28719

Bankruptcy Case No.: 06-20087

Type of Business: The Debtor previously filed for chapter 11
                  protection on Oct. 7, 2003 (Bankr. W.D. N.C.
                  Case NO. 03-20188).

Chapter 11 Petition Date: November 28, 2006

Court: Western District of North Carolina (Bryson City)

Judge: George R. Hodges

Debtor's Counsel: David G. Gray, Esq.
                  Westall, Gray, Connolly & Davis, P.A.
                  81 Central Avenue
                  Asheville, NC 28801
                  Tel: (828) 254-6315
                  Fax: (828) 255-0305

Total Assets: $3,334,650

Total Debts:  $3,955,897

Debtor's 20 Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   USA/DOT/IRS                                          $151,613
   320 Federal Place
   Greensboro, NC 27401

   Blain Construction                                   $129,940
   P.O. Box 10147
   Knoxville, TN 37939

   Blanche Cuthbertson                                   $59,200
   P.O. Box 1899
   Cherokee, NC 28719

   South Dakota Gold Co.                                 $34,292

   North Carolina Department of Revenue                  $26,722

   Long, Parket, et al.                                  $23,665

   Clapsaddle/Ellis                                      $23,600

   Sevier Co. Trustee/Jetti                              $15,606

   Eastern Band/Cherokee                                 $15,322

   S.C.C.A.S., CPA                                       $14,705

   Artmark                                               $11,151

   McCoy & McCoy                                          $9,000

   Jaguar Credit                                          $7,392

   Ben Bridgers                                           $7,090

   Giftco International, Inc.                             $6,068

   Dunhung Trading Co.                                    $5,951

   Cherokee Sales Co., Inc.                               $5,606

   Trippies, Inc.                                         $5,121

   Barry-Owen Co., Inc.                                   $4,982

   SMI Creations, Ltd.                                    $4,859


LENOX GROUP: Earns $5.3 Million in Quarter Ending September 30
--------------------------------------------------------------
Lenox Group Inc. reported a $5,387,000 net income on $154,035,000
of net sales for the three months ended Sept. 30, 2006, versus a
$11,062,000 net income on $99,471,000 of net sales for the three
months ended Sept. 30, 2005.

On Oct. 3, 2006, the Company entered into an agreement of sale
with BTR Capital Fund II LLC for the sale of the Company's factory
in Pomona, New Jersey for $7 million, subject to a 45-day buyer
due diligence period.  Pursuant to the sale agreement, the Company
agreed to lease back from the buyer 31,500 square feet for a
retail store for an initial term of five years, subject to earlier
termination or renewal for two additional five-year terms.  The
Company also agreed to lease back on a six-month basis, with two
six month renewal terms, 55,000 square feet for the manufacturing
of sterling silver products, 19,700 square feet for its technical
center and 14,000 square feet for customer service offices.  
Closing of this sale is expected to take place on or before
Dec. 30, 2006.

Postretirement health-care benefits for Lenox non-union employees
retiring after Dec. 31, 2006 will no longer be available.  As a
result of the pension-plan change, no future benefits will accrue
under the pension plan, but pension benefits earned through
Dec. 31, 2006 will be available to legacy Lenox employees when
they retire under the terms of the plan.  The changes to the
pension plan do not affect current Lenox retirees or former
employees with vested benefits.

At Sept. 30, 2006, the Company's balance sheet showed $523,699,000
in total assets and $403,264,000 in total liabilities resulting in
a stockholders' equity of $120,435,000.

Full-text copies of the Company's financial statements for the
quarter ended Sept. 30, 2006, are available for free at:

              http://ResearchArchives.com/t/s?15ef

Based in Eden Prarie, Minnesota, Lenox Group Inc (NYSE: LNX) was
formed on Sept. 1, 2005, when Department 56, Inc., a designer,
wholesaler and retailer of collectibles and giftware products
purchased Lenox, Inc., a designer, manufacturer and marketer of
fine china, dinnerware, silverware, crystal and giftware products.
The Company sells its products through wholesale customers who
operate gift, specialty and department store locations in the
United States and Canada, Company-operated retail stores, and
direct-to-the-consumer through catalogs, direct mail, and the
Internet.

                          *     *     *

As reported in the Troubled Company Reporter on Nov. 14, 2006,
Moody's Investors Service lowered Lenox Group Inc.'s Corporate
Family Rating to B2 from B1.  The rating outlook remains negative.


LIFE SCIENCES: Third Quarter Equity Deficit Widens to $25.3 Mil.
----------------------------------------------------------------
Life Sciences Research Inc.'s balance sheet at Sept. 30, 2006,
showed total assets of $204.8 million and total liabilities of
$230.1 million, resulting in a total stockholders' deficit of
$25.3 million.  At Dec. 31, 2005, the Company's total
stockholders' deficit stood at $14.5 million.

For the third quarter ended Sept. 30, 2006, the Company reported
net income of $2.6 million on revenues of $49.4 million, compared
with net income of $1.1 million on revenues of $43.7 million for
the same quarter in the prior year.

The underlying increase, after adjusting for the impact of the
movement in exchange rates was 8.7%; with the UK showing a 12.4%
increase and the U.S. a 3.5% decrease.

Cost of sales for the three months ended Sept. 30, 2006, were
$36.4 million (73.6% of revenue), an increase of 14.9% on cost of
sales of $31.7 million (72.4% of revenue) for the three months
ended Sept. 30, 2005.  The underlying increase, after adjusting
for the impact of the movement in exchange rates was 10.6%.  The
increase in cost of sales as a percentage of revenue was due to an
increase in direct study costs as a percentage of revenues and
overheads as a percentage of revenues.  These contributed 100
basis points and 60 basis points respectively to the increase in
cost of sales as a percentage of revenues.  

The increase in direct study costs was due to a change in study
mix, while increased power costs and depreciation contributed to
the increase in overheads.  There was a reduction of 40 basis
points in Labor costs as a percentage of revenue due to the
improved Labor efficiency as revenues increased offset in part by
higher pension costs.

Selling, general, and administrative expenses increased by 14.4%
to $7.3 million for the three months ended Sept. 30, 2006, from
$6.4 million in the corresponding period in 2005. The underlying
increase, after adjusting for the impact of the movement in
exchange rates was 18.9%.  Of the total increase of $900,000,
$400,000 was due to a reduction in exchange gains and a further
$400,000 was due to higher professional fees.

A full text-copy of the Company's quarterly financial report may
be viewed at no charge at http://ResearchArchives.com/t/s?1600

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


LIFESTREAM TECH: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Lifestream Technologies, Inc.
        570 South Clearwater Loop
        Building 1000, Suite D
        Post Falls, ID 83854

Bankruptcy Case No.: 06-13589

Type of Business: The Debtor designs, markets and sells
                  medical testing products.

Chapter 11 Petition Date: November 29, 2006

Court: District of Nevada (Las Vegas)

Judge: Bruce Aa. Markell

Debtor's Counsel: James B. Macrobbie, Esq.
                  Paul Trimmer, Esq.
                  DLA Piper US LLP
                  3960 Howard Hughes Parkway, Suite 400
                  Las Vegas, NV 89109
                  Tel: (702) 677-3900
                  Fax: (702) 737-1612

Debtor's Financial Condition as of Sept. 30, 2006:

         Total Assets: $571,396

         Total Debts:  $4,930,248

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
RAB Special Situations        Loan                    $2,218,175
(Master) Fund Ltd.            Collateral:
c/o RAB Capital PLC           $1,000,000
1 Adam Street                 Unsecured:
London, United Kingdom        $1,218,175
WC2N 6LE

CVS Distribution              Trade debt                $571,458
Attn: Rita Kneally
P.O. Box 3120
Woonsocket, RI 02895-0020

Alpha Capital                 Loan                      $562,354
c/o Ed Grushko
Grushko & Mittman, PC
551 5th Avenue, Suite 1601
New York, NY 10176

Concentric Marketing          Trade debt                $380,439
Attn: Cameron Phillips
309 East Morehead Street
Suite 50
Charlotte, NC 28202

Roche Diagnostics Graz GmbH   Trade debt                $257,000
Attn: Walter Essig
Kratkystrasse 2, 8020 Graz
Austria, Germany

Kamlah Ph.D., Helmut          Trade debt                $135,385

Mercer Management             Loan                      $105,000

Greenwood Group               Trade debt                 $83,733

Sagem SA                      Trade debt                 $73,800

TheSubway.Com                 Trade debt                 $61,025

Walgreen                      Trade debt                 $58,887

Rite Aid Hdqtrs Corp.         Trade debt                 $32,298

The Cleveland Clinic          Trade debt                 $31,654
Foundation

Opto Circuits (India)         Trade debt                 $28,019
Limited - Unit II

Columbia Marketing, Inc.      Trade debt                 $25,910

Foster Pepper & Shefelman     Trade debt                 $25,688
PLLC

Polymer Technology Systems,   Trade debt                 $25,462
Inc.

HSN                           Trade debt                 $24,800

Mercanti Group LLC            Trade debt                 $18,757

Eckerd Corporation            Trade debt                 $15,161


LPL HOLDINGS: Moody's Affirms Corporate Family Rating at B2
-----------------------------------------------------------
Moody's affirmed the B2 corporate family rating of LPL Holdings,
Inc. as well as the individual ratings on all of LPL's rated debt
facilities.

On Aug. 14, 2006, LPL disclosed a definitive agreement to acquire
UVEST Financial Services, a provider of third-party brokerage
services to financial institutions.  The transaction is expected
to close by the end of the year, subject to regulatory approval.

Although Moody's expects the acquisition to result in a marginal
increase in LPL's elevated financial leverage, this is offset by
LPL's impressive year-to-date operating performance and positive
earnings momentum.  Pro forma for the UVEST acquisition,
Debt/EBITDA is expected to be less than 5.6x, which is consistent
with LPL's B2 rating.

Additionally, the acquisition of UVEST should strengthen LPL's
capabilities in servicing the financial institutions segment, and
is therefore viewed by Moody's as being quite complimentary to
LPL's core business of providing infrastructure and support
services to independent financial advisors.

These ratings of LPL Holdings Inc. were affirmed:

   -- Corporate Family Rating at B2;

   -- $100 million 6 year senior secured revolving bank credit
      facility at B2;

   -- $750 million 7.5 year senior secured bank Term Loan B at B2;  
      and

   -- $550 million 10 year senior subordinated notes at Caa1.

The $50 million one-year senior secured Term Loan A has been fully
repaid and terminated.  The rating on it has been withdrawn.

The rating outlook is stable.

LPL is a provider of infrastructure and support services to
independent financial advisors.  LPL reported revenue of
$1.3 billion for the year ended Dec. 31, 2005.

UVEST is a provider of third-party brokerage, infrastructure and
support services to more than 300 financial institutions in more
than 40 US states.


MALPASO ENTERPRISES: Case Summary & 3 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Malpaso Enterprises, LLC
        96 Hidden Cove Drive
        Churchville, PA 18966

Bankruptcy Case No.: 06-15515

Chapter 11 Petition Date: November 28, 2006

Court: Eastern District of Pennsylvania (Philadelphia)

Debtor's Counsel: Albert A. Ciardi, III
                  Ciardi & Ciardi, P.C.
                  One Commerce Square
                  2005 Market Street, Suite 2020
                  Philadelphia, PA 19103
                  Tel: (215) 557-3550
                  Fax: (215) 557-3551

Estimated Assets: Less than $10,000

Estimated Debts:  $1 Million to $100 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                                           Claim Amount
   ------                                           ------------
   Jody Porter                                        $1,000,000
   15 Silo Hill Drive
   Richboro, PA 18954

   Harleysville National Bank                           $875,000
   Harleysville, PA 19438

   Greentree & Swerdloff Properties                     $250,000
   c/o Lamm Rubenstone
   Lesavoy Butz & David
   3600 Horizon Boulevard, Suite 200
   Trevose, PA 19053


MERIDIAN AUTOMOTIVE: Wants to Assume Add'l. 11 Contracts & Leases
-----------------------------------------------------------------
Meridian Automotive Systems Inc. and its debtor-affiliates seek
permission from the U.S. Bankruptcy Court for the District of
Delaware to assume 11 additional contracts and leases.

According to Robert S. Brady, Esq., at Young Conaway Stargatt &
Taylor, LLP, in Wilmington, Delaware, the Additional Contracts
and Leases consist of occurrence-based insurance policies, which
provide the Debtors coverage from certain liabilities arising as
far back as 2003.

The counterparties to the 11 Contracts & Leases are:

   Counterparty           Lease Insurance Policy
   ------------           ------------
   ACE                    Foreign Liability
   Global Aerospace       Non-owned Aircraft Liability
   Great American         Umbrella including Punitive Wrap
   Liberty Mutual         Auto Liability (Canada)
   Liberty Mutual         Auto Liability (U.S.)
   Liberty Mutual         General Liability (Canada)
   Liberty Mutual         General Liability (U.S.)
   Liberty Mutual         Workers' Compensation
   Midwest Employers      Workers' Compensation (MI & OH Excess)
   XL Specialty           Non-owned Aircraft Liability
   Zurich                 Excess including Punitive Wrap

The Policies are necessary to insulate the Debtors from
potentially significant liabilities incurred in the ordinary
course of their businesses during the years for which the
Policies are applicable, Mr. Brady emphasizes.

The Debtors are current on all amounts owing under the Additional
Contracts and Leases, Mr. Brady tells the Court.  The Debtors owe
no cure amounts with respect to the Contracts and Leases.

Headquartered in Dearborn, Mich., Meridian Automotive Systems
Inc. -- http://www.meridianautosystems.com/-- supplies   
technologically advanced front and rear end modules, lighting,
exterior composites, console modules, instrument panels and other
interior systems to automobile and truck manufacturers.  Meridian
operates 22 plants in the United States, Canada and Mexico,
supplying Original Equipment Manufacturers and major Tier One
parts suppliers.  

The Company and its debtor-affiliates filed for chapter 11
protection on April 26, 2005 (Bankr. D. Del. Case Nos. 05-11168
through 05-11176).  James F. Conlan, Esq., Larry J. Nyhan, Esq.,
Paul S. Caruso, Esq., and Bojan Guzina, Esq., at Sidley Austin
Brown & Wood LLP, and Robert S. Brady, Esq., Edmon L. Morton,
Esq., Edward J. Kosmowski, Esq., and Ian S. Fredericks, Esq., at
Young Conaway Stargatt & Taylor, LLP, represent the Debtors in
their restructuring efforts.  Eric E. Sagerman, Esq., at Winston &
Strawn LLP represents the Official Committee of Unsecured
Creditors.  The Committee also hired Ian Connor Bifferato, Esq.,
at Bifferato, Gentilotti, Biden & Balick, P.A., to prosecute an
adversary proceeding against Meridian's First Lien Lenders and
Second Lien Lenders to invalidate their liens.  When the Debtors
filed for protection from their creditors, they listed  
$530 million in total assets and approximately $815 million in  
total liabilities.  (Meridian Bankruptcy News, Issue No. 44;
Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).


MESABA AVIATION: Inks $24 Mil. Revolving Credit Pact with Marathon
------------------------------------------------------------------
On Nov. 7, 2006, Mesaba Aviation Inc. closed on its debtor-in-
possession financing by entering into a revolving credit and
guaranty agreement with Marathon Structured Finance Fund L.P.
Under the DIP Agreement, the Debtor has access to a revolving
credit facility in an aggregate principal amount not to exceed
$24,000,000.

Ruth M. Timm, MAIR Holdings Inc.'s vice-president and general
counsel, relates that the term of the DIP Agreement terminates on
the earlier of:

    (i) Nov. 6, 2008;

   (ii) the date of the substantial consummation of the Debtor's
        confirmed reorganization plan; or

  (iii) the acceleration of the loans.

Upon termination of the DIP Agreement, the Debtor will be
obligated to pay the all outstanding loan balances in full,
including any unpaid interest and fees.

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MESABA AVIATION: Reports October 2006 Traffic Results
-----------------------------------------------------
Mesaba Aviation Inc., a subsidiary company of MAIR Holdings,
Inc. (NASDAQ:MAIR), reported capacity and traffic for October
2006.

Mesaba Aviation flew 103.7 million available seat miles (ASMs) in
October, which was down 58.8% year over year.  Mesaba Aviation
carried 269,521 passengers in the month, which was down 48.0%
year over year generating 67.6 million revenue passenger miles
(RPMs).  Passenger load factor, representing capacity filled,
decreased 5.5 points year over year to 65.2%.

Separately, Mesaba Aviation announced its operating performance
for the month of October:

                         Mesaba Airlines
                  October Operating Performance

                                  2006         2005     Change
                                  ----         ----     ------
Completion Factor                97.8%        98.7%    (0.9 pts.)
Arrivals within 14 minutes       83.3%        86.5%    (3.2 pts.)

                         Mesaba Airlines
                     October Traffic Results

                                FY 2007      FY 2006     Change
                                -------      -------     ------
ASMs (000)                     103,657      251,776    (58.8%)
RPMs (000)                      67,619      178,119    (62.0%)
Load Factor                      65.2%        70.8%     (5.6 pts)
Passengers                     269,521      518,621    (48.0%)

   Fiscal Year to Date (7 Months)
   ------------------------------

                                FY 2007      FY 2006     Change
                                -------      -------     ------
ASMs (000)                     986,582    1,778,362    (44.5%)
RPMs (000)                     684,088    1,208,360    (43.4%)
Load Factor                      69.3%        68.0%      1.3 pts.
Passengers                   2,317,074    3,519,887    (34.2%)

   Calendar Year to Date (10 Months)
   --------------------------------

                                CY 2006      CY 2005     Change
                                -------      -------     ------
ASMs (000)                   1,545,471    2,535,043    (39.0%)
RPMs (000)                   1,055,218    1,683,781    (37.3%)
Load Factor                      68.3%        66.4%      1.9 pts.
Passengers                   3,398,700    4,853,397    (30.0%)

                     About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 29; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000)


MICRO COMPONENT: Incurs $1.9 Mil. Net Loss in 2006 Third Quarter
----------------------------------------------------------------
Micro Component Technology Inc. posted a $1.9 million net loss in
the third quarter of 2006, compared to net loss of $1 million in
the comparable prior year period.  The current quarter's net loss
included $1.4 million of non-cash debt conversion expense from the
10% subordinated convertible debt.  

The net loss for the nine-month period of 2006 was $3 million,
compared to a net loss of $3.6 million in the prior year.

Net sales for the third quarter of 2006 were $3.3 million, an
increase of 87% from net sales of $1.8 million for the third
quarter of 2005.  Net sales for the nine-months ended
Sept. 30, 2006, were $9.3 million, an increase of 85% from net
sales of $5 million in the prior year.

At Sept. 30, 2006, the Company's balance sheet showed $5,665,000
in total assets and $10,785,000 in total liabilities, resulting in
a $5,120,000 stockholders' deficit.

President, Chairman and Chief Executive Officer, Roger E. Gower,
commented, "Our third quarter revenue continued to demonstrate the
sales strength that was experienced in the previous first two
quarters of 2006, by exceeding like quarters of 2005 by over 85%.  
In addition, bookings continued strong as noted in our recent
announcement of a $1.2 million, multi-unit order scheduled to be
shipped in Q4 of 2006.  The 3rd Quarter MCT financial performance
was substantially impacted by two major factors:  (1) A non-cash
debt conversion expense of $1.4M associated with the conversions
to stock of over $2.1M of convertible debt and (2) a known low
gross margin experience on a key new product installation."

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?15f4

                       Going Concern Doubt

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

                      About Micro Component

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


NEWCOMM WIRELESS: Case Summary & 20 Largest Unsecured Creditors
---------------------------------------------------------------
Debtor: NewComm Wireless Services, Inc.
        aka MoviStar
        aka NewComm Wireless Puerto Rico
        aka Movistar Puerto Rico
        aka NewComm Wireless Services
        aka NewCommakaNewComm Wireless Services Corporation
        aka NewComm Wireless
        City View Plaza #48
        Calle 165, Suite 700
        Guaynabo, PR 00936

Bankruptcy Case No.: 06-04755

Type of Business: The Debtor is a PCS company that provides
                  wireless service to the Puerto Rico market.
                  The company is a joint venture between
                  ClearComm, L.P. and Telefonica Larga Distancia.

                  On May 16, 2006, Atento De Puerto Rico, Inc.
                  filed an involuntary chapter 11 petition against
                  the Debtor (Bankr. D. P.R. Case No. 06-00971).

Chapter 11 Petition Date: November 28, 2006

Court: District of Puerto Rico (Old San Juan)

Debtor's Counsels: Carmen D. Conde Torres, Esq.
                   C. Conde & Assoc.
                   254 San Jose Street, 5th Floor
                   San Juan, PR 00901-1523
                   Tel: (787) 729-2900
                   Fax: (787) 729-2203

                      --- and ---

                   Peter D. Wolfston, Esq.
                   Sonnenschein Nath & Rosenthal LLP
                   1221 Avenue of the Americas
                   New York, NY 10020
                   Tel: (212) 768-6700

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
ABN Amro Bank, N.V.           Notes payable          $94,484,027
Betty Scalisse
ABN Amro Plaza
540 West Madison, 21st Floor
Chicago, IL 60661
Tel: (312) 992-5153

TLD De Puerto Rico            Trade creditor         $13,267,441
Ricardo Ramos                 Pending litigation
P.O. Box 71314
San Juan, PR 00936-8414
Tel: (787) 749-5800

Puerto Rico Telephone Co.     Trade creditor          $1,630,541
P.O. Box 71401
San Juan, PR 00936-8501
Tel: (787) 781-1314

Brightstar Corp.              Trade creditor          $1,473,535
Eduardo Barreto
PMB 163
P.O. Box 4985
Caguas, PR 00726-4985
Tel: (787) 653-5000

Centro De Recaudaction        Real property tax       $1,183,049
De Ingresos Municipales
Ramon Pagan
P.O. Box 195387
San Juan, PR 00919-5387
Tel: (787) 625-2746

Atento De Puerto Rico         Trade claims              $934,812
P.O. Box 908                  Pending litigation
Caguas, PR 00726-0908
Tel: (787) 653-2000

Harris Microwave              Trade creditor            $442,134
Communications Division
Juan Carlos Calle
Research Triangle Park
637 Davis Drive
Morrisville, NC 27560
Tel: (919) 593-2330

Telefonica Data De            Trade creditor            $284,402
Puerto Rico
P.O. Box 70325
San Juan, PR 00936-8325
Tel: (787) 622-2500

Telefonica Moviles            Trade creditor            $234,225
Soluciones

Carribean American            Handset insurance         $213,762
Property Insurance

Lucent Technologies           Trade creditor            $175,000
Cala Sales Inc.

Media Venture Partners        Consulting                $150,000

Syniverse Technologies        Trade creditor            $143,420

Magnetics International       Trade creditor             $85,160

Royal Finance & Leasing       Trade creditor             $84,739
Corp.

TISA                          Trade creditor             $79,176

A.I. Credit Corp.             Insurance policies         $60,694
                              financing

Munoz Metro Office S.E.       Trade creditor             $41,823

Lambda Communications Inc.    Trade creditor             $40,077

High-Tech Technology Center,  Trade creditor             $15,770
Inc.


NICOLAISEN & SONS: Case Summary & 13 Largest Unsecured Creditors
----------------------------------------------------------------
Debtor: Nicolaisen & Sons Construction Inc.
        P.O. Box 20735
        Riverside, CA 92516

Bankruptcy Case No.: 06-13568

Type of Business: The Debtor is a residential builder &
                  contractor.

Chapter 11 Petition Date: November 28, 2006

Court: Central District Of California (Riverside)

Judge: Mitchel R. Goldberg

Debtor's Counsel: Richard L. Barnett, Esq.
                  Barnett & Rubin
                  Jeffrey Corporate Centre
                  5450 Trabuco Road
                  Irvine, CA 92620
                  Tel: (949) 261-9700
                  Fax: (949) 261-9799

Estimated Assets: $100,000 to $1 Million

Estimated Debts:  $1 Million to $100 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Mary & Arthur R. Nicolaisen   Personal loan             $264,000
216 Reservoir Road
San Rafael, CA 94901

Woodgreen Development         Judgment                  $242,530
Company LLC
5057 West Pico Boulevard
Los Angeles, CA 90019

Smith Chapman & Campbell      Legal fees                $138,000
1800 North Broadway
Suite 200
Santa Ana, CA 92706

Sunpeak Construction          Sub-contract work          $76,000

Preferred Paving Company,     Sub-contract work          $28,000
Inc.

A. Gutierrez Roofing Co.      Sub-contract work          $25,000

All American Private          Security                   $25,000
Security Inc.

Moreno Valley Landscaping,    Sub-contract work          $25,000
Inc.

Alfredo Rogel                 Supplies                   $21,000

United Rentals Northwest,     Judgment                   $14,402
Inc.

ACI Landscape                 Sub-contract work          $11,000

TM McGee Electrical           Sub-contract work           $5,000

Ross Lee Plastering           Sub-contract work           $2,671


OWENS CORNING: Filing of Admin. Claims Notices Set To December 15
-----------------------------------------------------------------
The reorganized Owens Corning and its debtor-affiliates inform all
holders asserting administrative claims against the Debtors'
estate to file notice of those claims on or before Dec. 15, 2006.  
Owens Corning and its debtors-affiliates' Plan of Reorganization
took effect on Oct. 31, 2006.

The U.S. Bankruptcy Court for the District of Delaware will
determine the allowed amount of an administrative claim in the
event that the Reorganized Debtors objects to that claim.

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 147; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


OWENS CORNING: Officers & Directors Acquire Company Securities
--------------------------------------------------------------
In separate Form 4s filed with the U.S. Securities and Exchange
Commission, 20 officers and directors of Owens Corning report
that they acquired:

   (a) shares of restricted stock granted under the Company's
       2006 Stock Plan;

   (b) Series B Warrants to obtain reorganized Owens Corning's
       Common Stock pursuant to the Debtors' Plan of
       Reorganization; or

   (c) options to own Owens Corning's Common Stock.

Rodney A. Nowland, Owens Corning's assistant secretary, notes
that pursuant to the Plan, each common share outstanding prior to
the Company's emergence from bankruptcy was cancelled and
warrants to obtain shares of the reorganized Owens Corning's
Common Stock were distributed on a pro rata basis to holders of
its outstanding old Common Stock.

Series B Warrants are exercisable on Oct. 31, 2006, and will
expire on Oct. 31, 2016.  The Stock Options are exercisable on
Oct. 31, 2009, and will expire on Oct. 31, 2013.

                                             Series B   Stock
   Name        Position              RSUs    Warrants   Options
   ----        --------              ----    --------   -------
   Bargabos,   VP & Pres.,
   Sheree      Roofing & Asphalt   35,000      397       70,000

   Brown,
   David       Pres., & CEO        75,000               150,000

   Chambers,   VP & Pres.,
   Brian       Siding Solutions    25,000                50,000

   Dana,       VP & Pres.
   Charles     Composite
               Solutions           35,000                70,000

   Dean,       VP & Pres.,
   Roy         Insulating
               Systems             35,000        4       70,000

   High,       SVP, Human
   Joseph C.   Resources           35,000                70,000

   Krull,      SVP, Gen.
   Stephen K.  Counsel & Sec.      35,000                70,000

   Johns,      SVP, Chief
   David       Supply & IT         35,000      488       70,000

   LeBaron,    VP & Pres.,
   William E.  OCCS                25,000                50,000

   O'Brien,    VP, Science
   Bernini     & Tech.             25,000       48       50,000

   Ranallo,    VP & Corp.
   Ronald      Controller           7,000       69       14,000

   Stein,      VP & Pres.,
   Charles     Cultured Stone      25,000       16       50,000

   Thaman,     Chairman
   Michael     and CFO             75,000    1,560      150,000

   Blake,
   Norman      Director             6,000

   Caperton,
   Gaston      Director             6,000       71

   Colville,
   William     Director             6,000

   Hake,
   Ralph       Director             6,000

   Handy,
   Philip      Director             6,000

   Hilliard,
   Landon      Director             6,000                   639

   Iverson,
   Ann         Director             6,000      142

   Neely,
   Joseph      Director             6,000

   Reynolds,
   Ann         Director             6,000      557

   Smith,
   Robert      Director             6,000

   Tseung,
   Daniel      Director             6,000

Except for Mr. Tseung, all of the Officers and Directors acquired
additional shares of Owens Corning's Common Stock par value at
$0.01 per share on Nov. 7, 2006:

                                            Securities
                             Securities     Owned After
   Officer                   Acquired       Transaction
   -------                   ----------     -----------
   Bargabos, Sheree            3,550           38,550
   Brown, David T.            18,375           93,375
   Brian, Chambers               875           25,875
   Charles, Dana E.            1,925           36,925
   Dean, Roy D.                1,775           36,775
   High, Joseph C.             1,775           36,775
   Johns, David L.             1,775           36,775
   Krull, Stephen K.           1,775           36,775
   LeBaron, William E.           350           23,350
   O'Brien, Bernini            1,775           26,775
   Stein, Charles, Jr.         1,775           26,775
   Thaman, Michael H.         18,375           93,375

                      About Owens Corning

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 147; Bankruptcy
Creditors' Service, Inc., http://bankrupt.com/newsstand/or  
215/945-7000)


PENN NATIONAL: Third Quarter Net Income Rose to $155 Million
------------------------------------------------------------
Penn National Gaming Inc. earned $155,060,000 of net income on
$586,111,000 of net revenues for the third quarter ended Sept. 30,
2006, compared with $55,401,000 of net income on $286,937,000 of
net revenues in the comparable quarter of 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$4,370,924,000 in total assets, $3,548,201,000 in total
liabilities, and $822,723,000 in total shareholders' equity.

The Company's Sept. 30 balance sheet showed strained liquidity of
$111,768,000 with $282,254,000 in total current assets available
to pay $394,022,000 in total liabilities.

Commenting on the results, Peter M. Carlino, chairman and chief
executive officer of Penn National said, "Reflecting the strength
and resilience of the regional markets in which we operate, Penn
National achieved record third quarter operating results.  With
the opening in late August of Hollywood Casino-Bay St. Louis, Penn
National has rebounded from the devastation of last year's
hurricane and is completely focused on expanding our operating
base and generating returns on invested capital that will continue
to bring value to our shareholders.

"As described in greater detail below, in Pennsylvania, we are
presently in the process of developing a state-of-the-art
integrated racing and gaming facility at our racetrack outside of
Harrisburg.  In Maine, we've received the requisite host community
approvals for construction of our permanent gaming facility. In
Ohio, we're continuing to provide support for a proposed
constitutional amendment that would establish a tuition grant
program for Ohio students and permit slot machines at our Raceway
Park facility, and eight other locations in the state.  In West
Virginia, we're continuing to advance our long-term plan for
Charles Town Races.  Finally, the Company is moving forward on
Argosy Casino Lawrenceburg's new two-level barge, which will
significantly expand the number of available gaming positions.

"In August, the Company commenced construction of its planned,
permanent Hollywood Casino racing and gaming facility at Penn
National Race Course.  In late September, the Pennsylvania Gaming
Control Board granted the Company a conditional Category 1 slot
machine license.  Over the next year, we plan to create an
exciting entertainment destination featuring a five-story, 365,000
square foot facility with initial capacity for 3,000 slot
machines.  The project is expected to create approximately 800 new
jobs, to open with 2,000 slots, and to feature a food court and
track side dining, a sports bar, various racing area concessions,
bar and lounge areas on the gaming level, and a five-story parking
garage with valet service.  The long-term plan for Penn National
Race Course, which includes the potential addition of a hotel and
conference center, retail outlets, entertainment center, and
additional parking deck, would allow the facility to accommodate
up to 5,000 gaming devices.  We view Hollywood Casino at Penn
National as both a near- and long-term growth driver, similar to
Charles Town Races, in that we expect it to be among the largest
in the nation in terms of gaming positions, have unique customer
feeder markets, and, based on our analysis, deliver very
attractive returns on invested capital.

"Charles Town has recorded growth in annual EBITDA in each year
since its 1997 opening, which reflects our continued investment in
the facility and the track according to our long-term plan. The
first phase of Charles Town's current expansion adds gaming floor
capacity for an additional 800 gaming devices and is on schedule
for opening in the first quarter of 2007.  Subsequently,
development will continue at the property with additional gaming
floor space to accommodate another 1,000 slots, parking and food
and beverage expansions and a hotel.  Ultimately, we envision
Charles Town Races will feature approximately 6,000 slot machines.

"While smaller in scale than our Hollywood Casino at Penn National
and Charles Town projects, we are also very excited about the
prospective value to be derived from our Hollywood Slots at Bangor
permanent facility given the strong EBITDA returns generated by
the temporary facility in its first year of operation.  Last
month, we presented to local leaders our plans for the proposed
permanent facility, to be located across the street from Bangor
Raceway at Bass Park, in close proximity to Interstate 395.  This
followed our resolution during the quarter of the final property
ownership issue related to the proposed site. Construction of
Hollywood Slots, which will feature a two-story semi-circular
glass tower, is expected to begin in early 2007.  We anticipate
the 116,000-square-foot Bangor facility will open mid-2008 with
500 employees, 1,000 slots, and capacity for 1,500 gaming
machines, and will also include a four-story parking garage,
restaurants and retail space as well as a new simulcast facility
for off-track wagering.  We are pleased to report that for the
first time, harness racing at Bangor Raceway has resumed in
October and November as our operation of Hollywood Slots has
doubled race purses this year, creating more interest among
patrons and horsemen in the state.

"Ohio represents another market in which we are seeking to
leverage our property development and management capabilities to
deliver value for stockholders while creating a unique and very
significant pool of tuition funds for in-state college students.
During the November 7 election, Ohioans will vote on Issue 3, an
amendment to allow slots at seven existing racetracks -- including
Penn National's Raceway Park in Toledo -- and two non-racing
casinos in Cleveland with up to 3,500 slots per location.  With
support from the state's three major horsemen's groups and the
potential to deliver more than $853 million per year in college
tuition and an additional $200 million per year to local
governments for attracting new businesses and jobs, we are hopeful
that the amendment will pass.

"Penn National's other development projects, including the hotel
at Argosy Casino Riverside and the Argosy Casino Lawrenceburg
barge and parking project, remain on track with our previously
announced budgets.

"While our current properties consistently deliver excellent
quarterly results, Penn National Gaming continues to execute on a
disciplined, yet aggressive approach to achieving growth both
organically and through acquisitions."

In the three months ended Sept. 30, 2006, Penn National Gaming
executed an amended purchase agreement that, among other things,
provided for the Mohegan Tribal Gaming Authority's irrevocable
waiver of any post-closing termination rights related to its
purchase of The Downs Racing Inc.  This agreement effectively
completed the sale of The Downs Racing Inc. and its subsidiaries
to the Mohegan Tribal Gaming Authority, and Penn National recorded
a net book gain on the sale of $114.7 million (net of
$84.3 million of income taxes).

In the three months ended Sept. 30, 2005, Penn National Gaming
recorded $19.1 million of pre-tax expenses ($12.3 million, after-
tax) related to the impact of Hurricane Katrina on two gulf coast
properties.

Full-text copies of the Company's third quarter financials are
available for free at http://ResearchArchives.com/t/s?1612

Penn National Gaming, Inc. -- http://www.pngaming.com/-- owns and   
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The Company presently operates fifteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  The
property statistics in this paragraph exclude two Argosy
properties which the company anticipates divesting, but are
inclusive of the Company's Casino Magic - Bay St. Louis, in Bay
St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi, which remain closed following extensive damage
incurred as a result of Hurricane Katrina.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service's confirmed Oct. 5 Penn National Gaming
Inc.'s Ba2 Corporate Family Rating and revised its Ba3 rating on
the company's 6-7/8% senior subordinated notes to B1.


PENN NATIONAL: Will Offer Cash and Stock Bid for Harrah's Ent.
--------------------------------------------------------------
Penn National Gaming Inc. and hedge fund D.E. Shaw are reportedly
in talks to make a cash and stock bid for Harrah's Entertainment
Inc. in Las Vegas.

According to reports, Lehman Brothers and Wachovia Corp. will
provide financing and will receive equity in a successful bid.

Less than two months ago, Harrah's rejected a $15-billion offer
from Apollo Management LP and Texas Pacific Group.  The private
equity firms' offer is now $83.50 a share, or $15.5 billion.

Earlier this fall, Harrah's rejected a $15-billion buyout offer
from Apollo Management LP and Texas Pacific Group.  The private
equity firms have raised their offer to $15.5-billion.

Penn National Gaming, Inc. -- http://www.pngaming.com/-- owns and   
operates casino and horse racing facilities with a focus on slot
machine entertainment.  The Company presently operates fifteen
facilities in thirteen jurisdictions including Colorado, Illinois,
Indiana, Iowa, Louisiana, Maine, Mississippi, Missouri, New
Jersey, Ohio, Pennsylvania, West Virginia, and Ontario.  In
aggregate, Penn National's facilities feature over 17,500 slot
machines, over 400 table games, over 2,000 hotel rooms and
approximately 575,000 square feet of gaming floor space.  The
property statistics in this paragraph exclude two Argosy
properties which the company anticipates divesting, but are
inclusive of the Company's Casino Magic - Bay St. Louis, in Bay
St. Louis, Mississippi and the Boomtown Biloxi casino in Biloxi,
Mississippi, which remain closed following extensive damage
incurred as a result of Hurricane Katrina.

                        *     *     *

As reported in the Troubled Company Reporter on Nov. 10, 2006,
Moody's Investors Service's confirmed Oct. 5 Penn National Gaming
Inc.'s Ba2 Corporate Family Rating and revised its Ba3 rating on
the company's 6-7/8% senior subordinated notes to B1.


PREDIWAVE CORP: Hires Asahi Koma as Japanese Counsel
----------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
in Oakland allowed PrediWave Corporation to employ Asahi Koma Law
Offices as counsel for its Japanese operations, nunc pro tunc to
April 14, 2006.

While most of the Debtor's tangible assets are in Fremont,
California, it also has assets in Taiwan, China, Japan, and
Canada.  The Debtor is currently exploring the possibility of
shutting down its Japanese operations and needs counsel to advise
it on the anticipated closure.

Shinichiro Abe, a partner at Asahi Koma, is expected to lead this
engagement.  Mr. Abe will bill at $525 per hour for his services.
The hourly rate for the firm's other professionals are:

     Designation                Hourly Rate
     -----------                -----------
     Partners                   $390 - $700
     Associates                 $225 - $440
     Paralegals                 $130 - $215

Shinichiro Abe, a partner at Asahi Koma, assures the Court that
his firm does not hold or represent any interest adverse to the
Debtor's estate and is a "disinterested person" as that term is
defined in section 101(14) of the Bankruptcy Code.

Mr. Abe can be reached at:

          Shinichiro Abe
          Asahi Koma Law Offices
          Marunouchi My Plaza 14P
          2-1-1 Marunouchi Chiyodaku
          Tokyo 100 8385 Japan
          Fax: 81-3-5219-0006

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


PREDIWAVE CORP: Wants Plan-Filing Period Stretched to February 8
----------------------------------------------------------------
PrediWave Corporation asks the U.S. Bankruptcy Court for the
Northern District of California in Oakland to extend:

     1) its exclusive period to file a Chapter 11 Plan of
        Reorganization until Feb. 8, 2007; and

     2) the period within which it can solicit acceptances of that
        Plan to April 9, 2007.

XRoads Solutions Group, LLC, the Debtor's financial and
restructuring advisor, tells the Court that the Debtor needs more
time to reach a comprehensive, global settlement with New World
Limited.  New World TMT filed suit against the Debtor seeking
approximately $700 million in damages.

Dennis I Simon, founder of XRoads Solutions, tells the Court that
the outcome of the New World TMT litigation could have a
detrimental impact on recoveries to creditors and the Debtor's
future prospects.  

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


PRICE OIL: Asks Court to Dismiss Chapter 11 Cases
-------------------------------------------------
Price Oil Inc. and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Middle District of Alabama to dismiss their
bankruptcy cases.  Additionally, the Debtors ask the Court to:

   (1) authorize them to disburse all settlement funds held in
       trust; and

   (2) authorize them to pay their disputed sales proceeds to the
       Clerk of Court or an escrow agent as directed.

Mary Leesa Booth, Esq., at Bradley Arant Rose & White LLP, in
Birmingham, Alabama, relates that the Debtors have, on information
and belief, disposed of or sold essentially all of their assets.  
The remaining assets, she says, are fully encumbered by the liens
and claims of Colonial Bank or other secured creditors.  The
Debtors do not have remaining assets with any consequential value
to their estates.

Ms. Booth tells the Court that the Debtors do not intend to file a
disclosure statement and a plan of reorganization.  The Debtors'
estates do not contain sufficient unencumbered cash or other
assets to satisfy an excess of $3.5 million of administrative and
priority claims filed against the Debtors.  This condition makes
confirmation effectively impossible under Section 1129(a)(9) of
the U.S. Bankruptcy Code, Ms. Booth says.

Additionally, the Debtors cannot support a Chapter 7
administration.  She comments that a conversion to a liquidation
proceeding would only further the prejudice to creditors.

Headquartered in Niceville, Florida, Price Oil, Inc., supplies
gasoline fuel to convenience store owners and operators throughout
Alabama and Florida panhandle.  The Debtor also owns, operates and
lease multiple convenience stores.  The Debtor and five of its
affiliates filed for chapter 11 protection on Dec. 22, 2005
(Bankr. M.D. Ala. Case No. 05-34286).  M. Leesa Booth, Esq., at
Bradley, Arant, Rose & White represents the Debtors in their
restructuring efforts.  Marc A. Beilinson, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub P.C., serves as counsel to
the Official Committee of Unsecured Creditors.  The Debtors tapped
Cahaba Capital Advisors, L.L.C. and AEA Group, L.L.C., for
financial and restructuring advice.  When the Debtor filed for
protection from its creditors, it estimated assets and debts
between $10 million and $50 million.


PRICELINE.COM: Earns $47.8 Million in Third Quarter Ended Sept. 30
------------------------------------------------------------------
Priceline.com Inc. disclosed a $47.8 million net income on
$313.5 million of revenues for the quarter ended Sept. 30, 2006,
compared with a $170.6 million net income on $258.8 million of
revenues for the same period in 2005.  The decrease in net income
is primarily due to a $158.6 million non-cash tax benefit in the
third quarter of 2005 from reversing a portion of the company's
deferred tax asset valuation allowance in the period. In the third
quarter of 2006, the non-cash tax benefit was $18.1 million.

Revenues in the third quarter of 2006 include the operating
results of Bookings B.V., which was acquired in July 2005.
  
At Sept. 30, 2006, Priceline.com's balance sheet showed
$1.03 billion in total assets, $704 million in total liabilities,
$13.5 million in series B mandatorily redeemable preferred stock,
and $317 million in total stockholders' equity.

Priceline.com Inc. reported that gross travel bookings for the
quarter, which refers to the total dollar value, inclusive of all
taxes and fees, of all travel services purchased by consumers,
rose 47.8% year-over-year to $903.2 million.

Priceline.com's GAAP gross profit for the third quarter 2006 was
$123.5 million, up 54.4% from the prior year.

Pro forma gross profit for the third quarter 2006 was
$122.3 million, an increase of 51.3% over the same period in
the prior year.  Pro forma net income for the quarter was
$30.2 million, which compares to $19.3 million, in the same
period a year ago.

"Priceline.com's third quarter performance surpassed our updated
guidance given on September 21 based on better-than-forecast
results for the month of September," said priceline.com President
and Chief Executive Officer Jeffery H. Boyd. "Priceline Europe had
an excellent quarter, with gross travel bookings of $398 million
in the third quarter 2006, which represents an organic growth rate
of approximately 121%.  We believe that international results were
fueled by positive e-commerce market trends, strong results in
fast-growing continental markets and contributions from inventory
integration and cross-sell programs."

During the third quarter, priceline.com completed an offering of
$345 million principal amount of convertible senior notes.  "We
were pleased to complete this transaction at attractive borrowing
costs," said Robert Mylod, priceline.com's Chief Financial
Officer.  "A portion of the net proceeds were used to purchase
3.9 million shares of priceline.com common stock and the balance
is available for the repayment of our previously issued
convertible notes over the next few years as well as for general
corporate purposes."

The company also completed its exchange offer for its outstanding
convertible notes payable in 2008 and 2010.  In the exchange,
99.9% of the $125 million aggregate principal amount of
convertible senior notes due 2008 and 100% of the $100 million
aggregate principal amount of convertible senior notes due 2010
were exchanged in each case for notes which provide for, among
other things, principal repayment in cash rather than shares.

Full-text copies of the company's consolidated financial
statements are available for free at:

              http://researcharchives.com/t/s?158e

                       About Priceline.com

Priceline.com Inc. (Nasdaq: PCLN) operates priceline.com, a
leading U.S. online travel service for value-conscious leisure
travelers, and Priceline Europe, a leading European online hotel
reservation service.

In the U.S., priceline.com offers customers a variety of ways to
save on their airline tickets, hotel rooms, rental cars, vacation
packages and cruises.

Priceline Europe operates one of Europe's fastest growing hotel
reservation services, operates in 40 countries in 12 languages and
offers its customers in Europe and the U.S. access to
approximately 25,000 participating European hotels.

Priceline.com also operates the following travel websites:
Travelweb.com, Lowestfare.com, RentalCars.com and BreezeNet.com.
Priceline.com also has a personal finance service that offers home
mortgages, refinancing and home equity loans through an
independent licensee. Priceline.com licenses its business model to
independent licensees, including priceline mortgage and certain
international licensees.

                          *     *     *

As reported in the Troubled Company Reporter on Oct. 2, 2006,
Standard & Poor's Ratings Services assigned its 'B' rating to
Priceline.com. Inc.'s $150 million convertible senior notes due
2013.  Additionally, S&P affirmed the corporate credit rating on
the company at 'B'.  The outlook is Stable.


PROCARE AUTOMOTIVE: Plan Confirmation Hearing Slated for Dec. 14
----------------------------------------------------------------
The Hon. Pat E. Morgenstern-Clarren of the U.S. Bankruptcy Court
for the Northern District of Ohio approved ProCare Automotive
Service Solutions LLC's modified disclosure statement explaining
its modified chapter 11 plan of liquidation.

Judge Morgenstern-Clarren determined that the Modified Disclosure
Statement contains adequate information -- the right amount of the
right kind -- for creditors to make informed decisions when the
Debtor asks them to vote to accept the Plan.

The Court will convene a hearing on Dec. 14, 2006, 10:30 a.m., at
courtroom 2A, U.S. Courthouse, 201 Superior Ave., in Cleveland,
Ohio, to consider approval of the Modified Disclosure Statement.

                   Overview of the Modified Plan

The Plan provides for the classification and treatment of claims
against and interest in the Debtor.  Pursuant to a creditor trust
agreement, the Debtor will establish a "creditor trust" for the
purpose of:

   a) administering and liquidating creditor trust assets;

   b) resolving all disputed claims to the extent not previously
      resolved by the Debtor; and

   c) making all distributions provided for under the Plan in
      respect of Class 3 Allowed Claims and all other claims that
      become allowed claims following to the effective date of the
      Plan; provided however, that no real property assets of the
      Debtor will be transferred to the creditor trust and only
      the net proceeds from the disposition of the real property
      assets will be remitted to the creditor trust and once
      remitted, that proceeds will then become creditor trust
      assets.

                       Treatment of Claims

Under the Modified Plan, each holder of allowed administrative
claims, priority tax claims and other priority claims will be paid
in full.

Holders of other secured claims will receive, on the distribution
date, cash in an amount equal to the allowed amount of their other
secured claims.

Allowed general unsecured claims are entitled to their pro rata
share of the available cash.

Holders of non-compensatory damages claims will receive nothing in
any distribution under the Plan and all equity interests will be
cancelled.

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


PROXIM CORP: Unsecured Creditors May Recover 8.9%-10.3% on Claims
-----------------------------------------------------------------
Holders of general unsecured claims in Proxim Corporation and its
debtor-affiliates' chapter 11 cases may recover approximately 8.9%
to 10.3% of their allowed claims under the Debtors' first amended
joint chapter 11 plan of liquidation filed with the United States
Bankruptcy Court for the District of Delaware.

The Debtors estimate that there will be approximately $3.3 million
in available funds for distribution to about $32 million to
$37 million of allowed general unsecured claims.  

On or after the effective date of the Plan, all allowed priority
claims will be paid in full while holders of allowed secured
claims, if any, will either recover the collateral securing their
claims or receive payment equivalent to the value of their
collateral.

Holders of Equity Interests in the Debtors will not receive any
distribution or retain any property under the Plan.  

The Debtors anticipate that the effective date of the Plan will
occur on or about Feb. 15, 2007.  As of that effective date, the
Debtors project that the estates will have approximately
$4.5 million in cash, plus various rights of action and committee
rights of action, including avoidance actions.

The Debtors have scheduled approximately $11 million in secured
claims and $26 million in general unsecured claims, and have begun
the process of the administering claims asserted against the
estates.

Creditors have until 4:00 p.m. Eastern Time on Jan. 4, 2007, to
send their ballots accepting or rejecting the Plan to the Debtors'
voting agent:

   a) by mail:

      The Trumbull Group LLC
      Attn: Proxim Balloting Center
      P.O. Box 721
      Windsor, CT 06095

   b) by delivery:

      The Trumbull Group LLC
      Attn: Proxim Balloting Center
      4 Griffin Road North
      Windsor, CT 06095

                          Proxim Corporation

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  

The Debtor along with its affiliates filed for chapter 11
protection on June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  
Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub represent the Debtors in
their restructuring efforts.  Andrew J. Flame, Esq., and Howard A.
Cohen, Esq, at Drinker Biddle & Reath LLP represent the Official
Commitee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $55,361,000 in assets
and $101,807,000 in debts.


PROXIM CORP: Court to Confirm Amended Liquidation Plan on Jan. 18
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware will
convene a hearing on Jan. 18, 2007, 10:00 a.m. Eastern Time, to
consider confirmation of Proxim Corporation and its debtor-
affiliates' first amended joint chapter 11 plan of liquidation.
The confirmation hearing will be held at the sixth floor of
Delaware Bankruptcy Court, 824 Market Street, in Wilmington,
Delaware.

Objections to the confirmation of the Plan are due on Jan. 4,
2007, at 4: 00 p.m. Eastern Time.
   
                          Proxim Corporation

Headquartered in San Jose, California, Proxim Corporation --
http://www.proxim.com/-- designs and sells wireless networking
equipment for Wi-Fi and broadband wireless networks.  The Debtors
provide wireless solutions for the mobile enterprise, security and
surveillance, last mile access, voice and data backhaul, public
hot spots, and metropolitan area networks.  

The Debtor along with its affiliates filed for chapter 11
protection on June 11, 2005 (Bankr. D. Del. Case No. 05-11639).  
Bruce Grohsgal, Esq., and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub represent the Debtors in
their restructuring efforts.  Andrew J. Flame, Esq., and Howard A.
Cohen, Esq, at Drinker Biddle & Reath LLP represent the Official
Commitee of Unsecured Creditors.  When the Debtors filed for
protection from their creditors, they listed $55,361,000 in assets
and $101,807,000 in debts.


QWEST COMMUNICATIONS: Moody's Lifts Corporate Family Rating to Ba2
------------------------------------------------------------------
Moody's Investors Service upgraded the corporate family rating of
Qwest Communications International Inc. to Ba2.

The outlook is stable.

This concludes the review initiated on Aug. 1, 2006.

"The upgrade reflects our expectation that relatively strong
revenue trends, further margin expansion, and focused capital
spending will lead to steady growth in earnings and operating cash
flow over the next two years," says Moody's Senior Vice President
Dennis Saputo.

"While the company has recently indicated that it will earmark the
bulk of its expanding discretionary cash flow to increasing
shareholder returns we anticipate further, albeit more modest,
debt reduction.  Consequently, we expect steady improvement in
credit metrics."

Specifically, Moody's anticipates that, in 2008, debt to EBITDA
will decline to about 3.5x, free cash flow to debt will strengthen
to almost 7.5% and FFO interest coverage will be in the range of
3.5x.

On the consumer side, Moody's expects revenue trends to stabilize,
despite growing competitive challenges from cable TV providers,
due to aggressive broadband expansion and fairly successful
bundling initiatives.  In the long-haul and enterprise markets,
revenue trends should be helped by improving pricing and demand
dynamics.

Furthermore, Moody's says ongoing investment in operating support
systems and other initiatives is improving productivity and
efficiency and contributing to improvements in customer
satisfaction measurements.

Additional network grooming is expected to support further
reductions in operating costs, leading to the growth in earnings
and operating cash flow.

Capital spending is expected to remain close to current levels
over the next 24 months, with the focus of investment on expanding
broadband availability and investing in new growth opportunities.  
Qwest has reduced interest expense by more than $300 million
during the last 12 months as a result of significant debt
repayments and refinancings.

The company has recently indicated that it will earmark the bulk
of its expanding discretionary cash flow to shareholder returns
rather than further debt reduction.

Nevertheless, Moody's anticipates that Qwest will continue to
reduce debt.  When coupled with improved operating performance,
this is expected to lead to steadily improving credit metrics.

The stable rating outlook is based on Moody's belief that
additional shareholder returns are unlikely over the next
12 months, at least, and that the financial impact from the
ultimate resolution of the Department of Justice investigation and
shareholder lawsuits will remain manageable and not result in a
material weakening of Qwest's credit metrics.

Furthermore, the stable outlook also recognizes, that while
improving, the operations of QCC will continue to consume a
relatively significant proportion of consolidated cash flow over
the next few years.

These are the rating actions:

   * At QCII:

     -- Corporate Family Rating upgraded to Ba2 from B1;

     -- Senior Secured Bank facility upgraded to Ba3 from B2,
        LGD4-69%;

     -- $1.265 billion 3.5% Convertible Senior Notes due in 2025
        upgraded to B1 from B3, LGD5-89%;

     -- $800 million 7.5% senior notes due in 2014 upgraded to
        Ba3 from B2, LGD4-69%;

     -- $525 million 7.25% senior notes due in 2011 upgraded to
        Ba3 from B2, LGD4-69%;

     -- $500 million 7.5% senior notes due in 2014 upgraded to
        Ba3 from B2, LGD4-69%;

     -- $750 million floating rate notes due in 2009 upgraded to
        Ba3 from B2, LGD4-69%;

     -- $62 million 7.5% senior unsecured notes due in 2008
        upgraded to Ba3 from B3, LGD5-79%; and

     -- $8 million 7.25% senior unsecured notes due in 2008
        upgraded to Ba3 from B3, LGD5-79%.

   * At QCF:

     -- $2.9 billion senior unsecured notes with various
        maturities upgraded to B1 from B3, LGD5-89%.

   * At QSC:

     -- $22 million senior subordinated notes upgraded to Ba3
        from B3, LGD5-79%.

   * At QC:

     -- $500 million term loan upgraded to Ba1 from Ba2, LGD2-26%;
        and

     -- $7.3 billion senior unsecured notes upgraded to Ba1 from
        Ba2, LGD2-26%.

Qwest is an RBOC and nationwide inter-exchange carrier based in
Denver, Colorado.


REGIONS AUTO: Moody's Raises Ba3 Rating on Class C Certs. to Baa3
-----------------------------------------------------------------
Moody's Investors Service upgraded 89 securities from 53 auto loan
backed securitizations.  The rating action reflects a
strengthening in the credit profile of the securities, based upon
the actual performance of the transactions and the build up of
credit enhancement relative to expected future losses in the
underlying receivables pools.

The build up of credit enhancement as a percent of the current
outstanding principal balance of the pools has been the result of
different factors such as the inclusion of nondeclining
enhancements as well as the initial trapping of excess spread
within transactions.

In addition to the higher credit enhancement levels, some of the
auto loan pools are performing better than Moody's initial
expectations.

The current upgrades are a product of Moody's ongoing monitoring
process of the sector.  In the auto loan sector, where the loss
curve is reasonably predictable, deals generally have 12 months of
performance data before securities are considered for upgrade. In
addition, deals with a pool factor under approximately 15% are
excluded from the review process.

These are the rating actions:

   * Upgrade:

      -- AmeriCredit Automobile Receivables Trust 2004-1, Class
         B, Upgraded from Aa1 to Aaa

      -- AmeriCredit Automobile Receivables Trust 2004-1, Class
         C, Upgraded from Aa2 to Aaa

      -- AmeriCredit Automobile Receivables Trust 2004-1, Class
         D, Upgraded from A2 to Aa2

      -- AmeriCredit Automobile Receivables Trust 2005-1, Class
         B, Upgraded from Aa1 to Aaa

      -- AmeriCredit Automobile Receivables Trust 2005-1, Class
         C, Upgraded from A1 to Aa1

      -- AmeriCredit Automobile Receivables Trust 2005-1, Class
         D, Upgraded from Baa2 to A2

      -- AmeriCredit Automobile Receivables Trust 2005-1, Class
         E, Upgraded from Ba2 to Baa2

      -- Banc of America Securities Auto Trust 2005-WF1, Class B,
         Upgraded from A3 to Aa3

      -- Bay View 2005-LJ-2 Owner Trust; Class B, Upgraded from
         Aa2 to Aaa

      -- Bay View 2005-LJ-2 Owner Trust; Class C, Upgraded from
         A2 to Aa2

      -- Bay View 2005-LJ-2 Owner Trust; Class D, Upgraded from
         Baa2 to Baa1

      -- Capital Auto Receivables Asset Trust 2004-1,
         Certificates, Upgraded from Aa3 to Aa1

      -- Capital Auto Receivables Asset Trust 2004-2, Class B,
         Upgraded from A1 to Aa3

      -- Capital Auto Receivables Asset Trust 2005-1, Class B,
         Upgraded from A1 to Aa3

      -- Capital One Auto Finance Trust 2005-B-SS; Class B,
         Upgraded from Aa1 to Aaa

      -- Capital One Auto Finance Trust 2005-B-SS; Class C,
         Upgraded from A1 to Aa1

      -- Capital One Auto Finance Trust 2005-B-SS; Class D,
         Upgraded from Baa2 to A2

      -- Capital One Prime Auto Receivables Trust 2003-2, Class
         B, Upgraded from A2 to Aa3

      -- Capital One Prime Auto Receivables Trust 2004-3, Class
         B, Upgraded from A2 to A1

      -- CarMax Auto Owner Trust 2003-2, Class B, Upgraded from
         Aa1 to Aaa

      -- CarMax Auto Owner Trust 2003-2, Class C, Upgraded from
         Aa3 to Aa1

      -- CarMax Auto Owner Trust 2003-2, Class D, Upgraded from
         Baa1 to A1

      -- CarMax Auto Owner Trust 2004-1, Class C, Upgraded from
         Aa3 to Aa2

      -- CarMax Auto Owner Trust 2004-1, Class D, Upgraded from
         Baa2 to A3

      -- CarMax Auto Owner Trust 2004-2, Class B, Upgraded from
         Aa2 to Aa1

      -- CarMax Auto Owner Trust 2004-2, Class C, Upgraded from
         A2 to Aa3

      -- CarMax Auto Owner Trust 2004-2, Class D, Upgraded from
         Baa3 to Baa1

      -- CarMax Auto Owner Trust 2005-1, Class B, Upgraded from
         A2 to Aa2

      -- CarMax Auto Owner Trust 2005-2, Class B, Upgraded from
         A2 to Aa2

      -- CarMax Auto Owner Trust 2005-2, Class C, Upgraded from
         Baa3 to Baa1

      -- CARSS Finance Limited Partnership 2004-A/CARSS Finance
         Corporation 2004-A, Class B-1, Upgraded from Aa3 to Aa1

      -- CARSS Finance Limited Partnership 2004-A/CARSS Finance
         Corporation 2004-A, Class B-2, Upgraded from Baa2 to A2

      -- Chase Manhattan Auto Owner Trust 2003-A, Certificates,
         Upgraded from Aa1 to Aaa

      -- Chase Manhattan Auto Owner Trust 2003-B, Certificates,
         Upgraded from Aa3 to Aa1

      -- Chase Manhattan Auto Owner Trust 2003-C, Certificates,
         Upgraded from Aa3 to Aa2

      -- DaimlerChrysler Auto Trust 2004-A, Class B, Upgraded
         from A2 to Aa3

      -- DaimlerChrysler Auto Trust 2005-A, Class B, Upgraded
         from A2 to A1

      -- Ford Credit Auto Owner Trust 2004-1, Class B, Upgraded
         from Aa1 to Aaa

      -- Ford Credit Auto Owner Trust 2004-2, Class B, Upgraded
         from Aa1 to Aaa

      -- Ford Credit Auto Owner Trust 2004-A, Class B, Upgraded
         from Aa1 to Aaa

      -- Ford Credit Auto Owner Trust 2004-A, Class C, Upgraded
         from A2 to Aa2

      -- Ford Credit Auto Owner Trust 2005-1, Class B, Upgraded
         from Aa1 to Aaa

      -- Ford Credit Auto Owner Trust 2005-2, Class B, Upgraded
         from Aa2 to Aaa
      
      -- Ford Credit Auto Owner Trust 2005-3, Class B, Upgraded
         from Aa2 to Aaa

      -- Ford Credit Auto Owner Trust 2005-A, Class B, Upgraded
         from Aa1 to Aaa

      -- Ford Credit Auto Owner Trust 2005-A, Class C, Upgraded
         from A2 to Aa2

      -- Ford Credit Auto Owner Trust 2005-B, Class B, Upgraded
         from Aa3 to Aaa

      -- Ford Credit Auto Owner Trust 2005-B, Class C, Upgraded
         from Baa1 to A1

      -- Ford Credit Auto Owner Trust 2005-C, Class B, Upgraded
         from Aa3 to Aaa

      -- Ford Credit Auto Owner Trust 2005-C, Class C, Upgraded
         from Baa1 to A1

      -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-B-1,
         Upgraded from Aa1 to Aaa

      -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-B-2,
         Upgraded from Aa1 to Aaa

      -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-C,
         Upgraded from Aa2 to Aaa

      -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-D,
         Upgraded from A2 to Aa2

      -- GEARS, Ltd. 2004-A/ GEARS LLC 2004-A, Class A-E,
         Upgraded from Baa3 to A3

      -- GS Auto Loan Trust 2005-1, Class B, Upgraded from A2 to
         Aa1

      -- GS Auto Loan Trust 2005-1, Class C, Upgraded from Baa3
         to Baa2

      -- Harley-Davidson Motorcycle Trust 2003-1, Class B,
         Upgraded from A1 to Aa1

      -- Hyundai Auto Receivables Trust 2003-A, Class B, Upgraded
         from Aa2 to Aaa

      -- Hyundai Auto Receivables Trust 2003-A, Class C, Upgraded
         from Aa3 to Aa1

      -- Hyundai Auto Receivables Trust 2003-A, Class D, Upgraded
         from Baa2 to A2

      -- Merrill Auto Trust Securitization 2005-1, Class B,
         Upgraded from A2 to A1

      -- Regions Auto Receivables Trust 2003-2, Class B, Upgraded
         from A2 to A1

      -- Regions Auto Receivables Trust 2003-2, Class C, Upgraded
         from Ba3 to Baa3

      -- USAA Auto Owner Trust 2004-1, Class B, Upgraded from A2
         to Aa2

      -- USAA Auto Owner Trust 2004-2, Class B, Upgraded from
         Baa1 to A1

      -- USAA Auto Owner Trust 2004-3, Class B, Upgraded from
         Baa2 to A3

      -- USAA Auto Owner Trust 2005-1, Class B, Upgraded from
         Baa3 to Baa2

      -- USAA Auto Owner Trust 2005-2, Class B, Upgraded from
         Baa3 to Baa2

      -- Wachovia Auto Owner Trust 2004-A, Class B, Upgraded from
         Aa2 to Aaa
      
      -- Wachovia Auto Owner Trust 2004-B, Class B, Upgraded from
         Aa2 to Aa1

      -- Wachovia Auto Owner Trust 2004-B, Class C, Upgraded from
         A3 to Aa3

      -- Wachovia Auto Owner Trust 2005-A, Class B, Upgraded from
         Baa3 to Baa2

      -- WFS Financial 2003-2 Owner Trust, Class C, Upgraded from
         A2 to A1

      -- WFS Financial 2003-2 Owner Trust, Class D, Upgraded from
         Baa1 to A3

      -- WFS Financial 2004-1 Owner Trust, Class B, Upgraded from
         Aa1 to Aaa

      -- WFS Financial 2004-1 Owner Trust, Class C, Upgraded from
         Aa2 to Aa1

      -- WFS Financial 2004-1 Owner Trust, Class D, Upgraded from
         A1 to Aa3

      -- WFS Financial 2004-2 Owner Trust, Class D, Upgraded from
         A3 to A2

      -- WFS Financial 2004-3 Owner Trust, Class D, Upgraded from
         A3 to A2

      -- WFS Financial 2004-4 Owner Trust, Class D, Upgraded from
         A3 to A2

      -- WFS Financial 2005-1 Owner Trust, Class B, Upgraded from
         Aa2 to Aa1

      -- WFS Financial 2005-1 Owner Trust, Class C, Upgraded from
         A1 to Aa3

      -- WFS Financial 2005-1 Owner Trust, Class D, Upgraded from
         Baa1 to A3

      -- WFS Financial Owner Trust 2005-2, Class B, Upgraded from
         Aa2 to Aaa

      -- WFS Financial Owner Trust 2005-2, Class C, Upgraded from
         A2 to Aa2

      -- WFS Financial Owner Trust 2005-2, Class D, Upgraded from
         Baa3 to Baa1

      -- WFS Financial 2005-3 Owner Trust, Class B, Upgraded from
         Aa2 to Aa1

      -- World Omni Auto Receivables Trust 2003-B, Class B,
         Upgraded from A1 to Aa2


SAINT VINCENTS: Sells Right to Collect $190 Million in Bad Debts
----------------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates seek authority from the U.S. Bankruptcy Court
for the Southern District of New York to privately sell to
Equicare Portfolio I, LLC, certain identified patient accounts
receivable, free and clear of all liens, claims, encumbrances and
other interests, pursuant to a purchase and sale agreement, dated
Nov. 22, 2006.

The Debtors manage an internal billing operation that seeks
reimbursement from patients and third parties for $1,500,000,000
in patient care and other medical services provided annually.  
Except for care provided on a charitable basis, each service
generates an amount owed to the Debtors by the patient, or the
patient's third party insurer -- each a Patient Receivable.  
Majority of the Patient Receivables are paid in full within one
year of the patient's admission to the Debtors' facilities,
however 6.5% of the Receivables remain partially or fully unpaid.

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, relates that because the cost of continuing to service and
pursue collection of delinquent Patient Receivables significantly
outweighs expected recovery, the Debtors have traditionally
ceased all attempts to collect on them, and classified them as
bad debt.  As of September 2006, the Debtors were owed
$190,000,000 in Bad Debt.

Notwithstanding that the Debtors cannot profitably collect on the
Bad Debt, certain third parties are willing to purchase the right
to collect on the Bad Debt, not only in a single transaction but
also on a rolling, committed basis as Patient Receivables become
Bad Debt in the future, Mr. Troop relates.  A sale of the Bad
Debt offers the Debtors several benefits, including converting an
otherwise "non-producing" asset into cash, he asserts.

In line with this, the Debtors identified potential purchasers
with knowledge and experience in collecting healthcare
receivables where special concerns for privacy exist and provided
interested potential purchasers with a full opportunity to
conduct due diligence.  After that, the Debtors conducted a
multi-staged auction process to identify the highest and best
bids for the Bad Debt and a further open auction between the two
highest potential purchasers, specifically, Equicare and Varisol
II, LLC.

Following extensive good faith, arm's-length negotiations, the
Debtors agreed to sell the Bad Debt to Equicare, subject to the
Purchase and Sale Agreement.

Mr. Troop asserts that the Debtors' decision to sell the Bad Debt
to Equicare clearly falls within the ambit of their sound business
judgment because:

     * the initial sale of the Bad Debt pursuant to the Purchase
       and Sale Agreement will generate $1,760,000 for the
       Debtors' estates;

     * the sale of future Bad Debt will relieve the Debtors of
       any uncertainty in how to account for the Bad Debt, and
       will allow the Debtors to accurately predict the revenues
       to be generated from future Bad Debt.  The Debtors
       estimate that they will realize $450,000 in annual cash
       proceeds from the sale of future Bad Debt under the
       Purchase and Sale Agreement; and

     * the Debtors will receive 50% of all Equicare recoveries,
       net of certain expenses and fees, to the extent that
       Equicare recovers amounts greater than 3.4% of the face
       value of the Bad Debt sold to it.

Pursuant to the Purchase and Sale Agreement, to be eligible for
conveyance to Equicare:

   (i) a Patient Receivable must have amounts outstanding for at
       least 361 days from the date of the patient's admission or
       date of service;

  (ii) the Debtors must not have received payment due to the
       Patient Receivable within 45 days of the creation of the
       proposed schedule containing that Receivable; and

(iii) no other third party collecting agent may have any
       contractual right to continue servicing the Patient
       Receivable on behalf of the Debtors.

Any Patient Receivable that is unenforceable, the subject of a
dispute, the result of fraud, or missing necessary information
will be unqualified Bad Debt not subject to conveyance to
Equicare, Mr. Troop adds.

                     Sale of the Bad Debt

On the closing date of the initial sale, which the parties will
use best efforts to cause no later than December 19, 2006, the
Debtors will convey to Equicare all of their right, title, and
interest in their currently-existing Bad Debt.

After the Initial Closing Date, and at least every 60 days during
the term of the Purchase and Sale Agreement -- with the exception
of the first subsequent sale, which will take place within 120
days of the Initial Closing Date -- the Debtors will identify all
Patient Receivables that qualify as Bad Debt, and deliver a
schedule to Equicare.  Equicare will review the Proposed Schedule
to remove Patient Receivables that do not qualify for conveyance
to Equicare.  Equicare may eliminate Patient Receivables from the
Proposed Schedule if the amount of Patient Receivables included
exceeds $50,000,000 until the total amount is less than or equal
to $50,000,000.  Equicare will purchase the Patient Receivables
listed on the Proposed Schedule, as amended, immediately after
expiration of its review period, which is the Closing Date.

Equicare may sell a portion of the Bad Debt purchased from the
Debtors to Varisol provided that Equicare will remain liable for
all obligations under the Purchase and Sale Agreement with regard
to any syndicated Bad Debt.  Equicare may also retain third-party
providers to assist with its recovery and collection of the Bad
Debt.

Other salient terms of the Purchase and Sale Agreement include:

   (1) The initial term of the Purchase and Sale Agreement will
       be 24 months, which will automatically renew for
       consecutive one year periods unless written notice of
       non-renewal is provided by either party prior to the
       expiration of the current term;

   (2) On the Initial Closing Date and every subsequent Closing
       Date, Equicare will pay to the Debtors an amount equal to
       the unpaid balance or receivable due on the Bad multiplied
       by 0.0125;

   (3) On a quarterly basis, Equicare will pay to the Debtors a
       contingent payment equal to 50% of the amounts collected
       on the Bad Debt to the extent the collected amounts exceed
       2.75 times the Purchase Price paid for the Bad Debt
       conveyed to Equicare in each schedule of accounts;

   (4) To the extent Equicare or the Debtors identify any Patient
       Receivable that has been conveyed to Equicare that is
       eligible for charity and indigent care under applicable
       law or the Debtors' policies, Equicare will promptly
       reconvey the Receivable to the Debtors.  The Debtors will
       pay to Equicare an amount equal to the Purchase Price paid
       to the Debtors on account of the reconveyed Patient
       Receivable;

   (5) The Debtors may repurchase any Patient Receivable
       previously conveyed to Equicare, except among others, a
       Receivable that has been settled or paid, or is in
       litigation or judgment.  Equicare will keep any payment
       collected prior to the date of repurchase unless the
       repurchase occurs because the Patient Receivable is
       unenforceable;

   (6) The obligations of the parties to perform on each Closing
       Date are subject to, among other things, a counterparty's
       accuracy of representations and warranties, and its
       performance of and compliance with all required
       obligations prior to the Closing Date;

   (7) The parties agree to indemnify and hold each other
       harmless from and against any liabilities or losses
       related to, inter alia, any incorrect representation or
       warranty, material breach of any covenant made in the
       Purchase and Sale Agreement, any act or omission with
       regard to any Patient Receivable or the Bad Debt; and

   (8) The Debtors may terminate the Purchase and Sale Agreement
       during any term other than the initial term, with or
       without cause, after written notice to Equicare.  Equicare
       may terminate the Agreement during any term, including the
       initial term, with the Debtors' consent, after written
       notice to the Debtors.

A full-text copy of the Purchase and Sale Agreement is available
for free at http://researcharchives.com/t/s?1610

The Debtors are aware of one lien on the Bad Debt held by their
postpetition lender, General Electric Capital Corporation, which
lien attaches to substantially all of the Debtors' property,
including accounts receivable, pursuant to a replacement secured
debtor-in-possession financing order, dated November 15, 2005.
The Debtors will obtain the consent of GE Capital to the sale of
the Bad Debt pursuant to the terms of the Purchase and Sale
Agreement prior to consummating any sale of Bad Debt to Equicare.

          Private Sale Process as Opposed to Auction

Mr. Troop tells Judge Hardin that the sale of the Bad Debt by a
private sale process, as opposed to a Court-approved auction
process, is the most time-efficient and cost-effective means for
the Debtors to maximize the value realized from the sale of the
Bad Debt.

Because the Debtors have contacted all Debt Purchasers that they
have identified as being within the group qualified to purchase
the Bad Debt, and because they conducted a sale process among
these qualified Debt Purchasers that included auction-like
procedures, a public, Court-approved auction process for the Bad
Debt is not necessary to provide comfort that the best price is
being received for the Bad Debt, Mr. Troop asserts.

Mr. Troop avers that imposing another round of bidding for the
Bad Debt through a Court-approved auction process would result in
delay and additional expense to the Debtors' estates with no real
likelihood of additional benefit to the Debtors, their estates or
creditors.

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


SBARRO INC: Discloses Terms of MidOcean Merger Agreement
--------------------------------------------------------
In a regulatory filing with the U.S. Securities and Exchange
Commission, Sbarro, Inc., disclosed the terms of it merger
agreement with MidOcean SBR Holdings, LLC, and MidOcean SBR
Acquisition Corp.

As reported in the Troubled Company Reporter on Nov. 28, 2006, the
Company signed a definitive agreement with MidOcean Partners.

Northpoint Advisors served as advisors to MidOcean while Kirkland
& Ellis LLP provided legal counsel to MidOcean.  Credit Suisse and
Bank of America will provide financing for the transaction.   
Willkie Farr & Gallagher LLP provided legal counsel to Sbarro.

The Merger Agreement contemplates a merger whereby MidOCean
Acquisition will be merged with and into Sbarro, with Sbarro
continuing as the surviving corporation.

Under the Merger Agreement, the stockholders of Sbarro will
receive, in the aggregate:

    (i) cash consideration of $417 million less adjusted debt;

   (ii) a distribution of certain cash of Sbarro in consideration
        for the delivery to Sbarro of certain shares of common
        stock of Sbarro; and

  (iii) a preferred interest in Holdings comprised of 33,000 Class
        A Units, each with an initial stated value of $1,000.

The purchase price is subject to adjustment in accordance with the
terms of the Merger Agreement.  Prior to consummation of the
transaction, Sbarro is required to transfer or assign the
Withdrawn Assets, as defined in the Merger Agreement, to entities
designated by the Stockholders in exchange for certain shares of
common stock of Sbarro.

The Company says that the Merger Agreement has been adopted and
approved by the Board of Directors of Sbarro, MidOCean Holdings
and MidOcean Acquisition and the stockholders of Sbarro and
MidOcean Acquisition.

The Merger is subject to the condition that any applicable waiting
period under the Hart-Scott Rodino Antitrust Improvements Act of
1976, as amended, and any applicable foreign competition filings
shall have expired or been terminated, the condition that Holdings
shall have obtained debt financing in the amounts described in,
and on the terms and conditions set forth in, the Debt Commitment
Letter, as defined in the Merger Agreement, or shall have obtained
other debt financing on terms reasonably satisfactory to Holdings
in accordance with the terms of the Merger Agreement, and other
customary closing conditions.

Sbarro made certain representations and warranties to Holdings and
MergerSub in the Merger Agreement.  In addition, Sbarro agreed to
certain covenants, including, among others, subject to certain
exceptions, obligations not to take certain actions with respect
to the operation of Sbarro's business without the prior consent of
MidOCean Holdings, and not to solicit, negotiate, consider or
accept any proposal or offer from any person or entity, other than
MidOCean Holdings and its affiliates, relating to the acquisition
of any shares of the common stock of Sbarro or the acquisition of
any material assets of Sbarro and its subsidiaries on a
consolidated basis.

In addition, Sbarro agreed, contemporaneously with and subject to
the closing of the Merger, to irrevocably instruct the trustee
under Sbarro's indenture, dated as of Sept. 28, 1999, to give a
notice of redemption to the holders of all the 11% senior notes
due 2009 issued and outstanding under the Indenture, which notice
would provide that these notes will be redeemed 30 days after the
notice of redemption has been mailed.  However, the parties also
agreed to discuss and consider in good faith alternatives to a
post-closing redemption of the 11% senior notes due 2009.

A full-text copy of the Agreement and Plan of Merger is available
for free at http://ResearchArchives.com/t/s?160b

                     About MidOcean Partners

Based in New York and London, MidOcean Partners LLC --
http://www.midoceanpartners.com/-- is a private equity firm   
focused on the middle market.  MidOcean is committed to investing
in high quality companies with stable market positions and
multiple opportunities for growth in the United States and Europe.  
Targeted sectors include consumer and leisure, media and
communications, business and financial services, and industrials.  
MidOcean utilizes a broad foundation of expertise in its focus
industries and its transatlantic platform to create value for its
investors and partners.

                         About Sbarro Inc.

Melville, New York-based Sbarro Inc. -- http://www.sbarro.com/--   
is a quick service restaurant chain that serves Italian specialty
foods.  The Company has approximately 1,000 locations across 34
countries and 11,000 employees under brand names such as
"Sbarro,", "Umberto's," and "Carmela's Pizzeria".


SBARRO INC: Moody's Changes Outlook to Developing from Positive
---------------------------------------------------------------
Moody's Investors Service affirmed Sbarro, Inc.'s Caa1 corporate
family and senior unsecured ratings and changed the outlook to
developing from positive following the company's announcement that
it had entered into an agreement to be acquired by private equity
firm, MidOcean Partners, LLC for cash consideration of $417
million less adjusted debt.

The developing outlook incorporates uncertainty as to the timing,
nature and potential impact on creditors resulting from any
actions taken by the company. Moody's added that the revised
outlook anticipates a near-to-intermediate term resolution.  The
rating agency will continue to monitor developments and take
further rating action once financing details of the transaction
are announced.

Headquartered in Melville, New York, Sbarro, Inc. is a quick
service restaurant chain that serves Italian specialty foods.  As
of Oct. 8, 2006, the company owned and operated 479 and franchised
476 restaurants worldwide under brand names such as "Sbarro,",
"Umberto's," and "Carmela's Pizzeria".  The company also operated
25 other restaurant concepts and joint ventures under various
brand names. Total revenues for fiscal 2005 were approximately
$348 million.


SENIOR HOUSING: Moody's Affirms B1 Preferred Stock Shelf Rating
---------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Senior Housing
Properties Trust at Ba2 and raised the rating outlook to positive.

The positive outlook reflects the improving credit profile of Five
Star Quality Care, Inc. -- Senior Housing Properties' largest
tenant -- as well as the REIT's execution of a disciplined growth
strategy.

According to Moody's, Five Star has established more of a track
record as a public company, increasing its size and profitability
since its 2001 IPO.  Five Star has grown to be the fourth-largest
public operator of senior living facilities in the USA, and has
repeatedly demonstrated its ability to access the capital markets.

In addition, Five Star's properties have been performing well
overall, with property-level rent coverage on each of its two
master leases with SNH above 1.3x.

Moody's also notes that Senior Housing Properties has demonstrated
modest, consistent growth, increasing its presence in the private
pay segments of the healthcare real estate markets and reducing
its exposure to government reimbursement and the associated
earnings volatility.  Senior Housing's conservative financial
profile earmarked by low leverage, minimal usage of secured debt
and high fixed charge coverage continues to be a key credit
strength.

Moody's views Senior Housing's large tenant concentration and
external management structure as important credit challenges.  
Five Star is Senior Housing's largest tenant and contributes about
70% of the REIT's annualized rent.  Although Five Star's
performance has been improving, this is still a large exposure for
Senior Housing to have with one operator.

In addition, Moody's views cautiously Senior Housing's external
management structure.  The REIT is managed by REIT Management &
Research, which also manages HRPT Properties Trust and Hospitality
Properties Trust.  RMR earns a fee based on the amount of assets
under management, which can promote a conflict of interest as the
management company has an interest in growing the REIT and not
necessarily operating earnings.

Moody's also notes that additional conflicts of interest may arise
as RMR also provides management services to Five Star.

Moody's indicated that a rating upgrade to Ba1 for Senior Housing
Properties would reflect continued improvement in operations at
Five Star, sustained rent coverage above 1.3x for each tenant at
the property level, and growth to over $2 billion in gross assets.  
Ratings improvement would also depend upon maintaining Five Star's
concentration at or below 70% of total revenues, with even lower
amounts viewed as a strong plus.  A return to a stable outlook
would likely reflect weak operating results at Five Star or a
sustained deterioration in property-level coverage ratios.

These ratings were affirmed with a positive outlook:

   * Senior Housing Properties Trust

     -- Ba2 senior unsecured debt;
     -- Ba2 senior unsecured debt shelf;
     -- Ba3 subordinated debt shelf; and,
     -- B1 preferred stock shelf

In its last rating action taken in 2001, Moody's confirmed the Ba3
rating on trust preferred securities of SNH Capital Trust I, a
grantor trust organized by Senior Housing Properties Trust, with a
stable outlook.

Senior Housing Properties Trust is a real estate investment trust  
based in Newton, Massachusetts, USA, that owns senior living
properties throughout the USA.  As of Sept. 30, 2006, the REIT
owned $1.8 billion of senior living properties with approximately
24,000 living units located in 33 states.


SOLUTIA INC: U.S. Labor Secretary Wants Plan Confirmation Denied
----------------------------------------------------------------
U.S. Secretary of Labor Elaine L. Chao asks the U.S. Bankruptcy
Court for the Southern District of New York to deny confirmation
of Solutia Inc. and its debtor-affiliates' Joint Plan of
Reorganization because:

   (i) it is written in a way that it violates, or could be
       construed to violate, Title I of the Employee Retirement
       Income Security Act of 1974, 29 U.S.C. Section 1001; and

  (ii) it provides overly broad release language for non-Debtor
       parties.

Pursuant to her statutory authority to investigate possible
violations of Title I of ERISA, the Labor Secretary initiated an
investigation with respect to the Solutia Inc. Savings and
Investment Plan.

On June 27, 2006, the Labor Secretary filed a proof of claim
against the Debtors in the event violations for breach of
fiduciary duties under Title I of ERISA may give rise to claims
for restitution of losses against the Plan's fiduciaries.  The
Claim asserts a contingent and unliquidated amount because the
claims bar date was set before the Labor Secretary has completed
her investigation.

The Labor Secretary opposes the Plan's language to the extent that
it could give rise to arguments about whether those claims against
the fiduciaries of ERISA-covered plans, parties-in-interest, and
knowing participants in fiduciary breaches are released.

Usha R. Smerdon, trial attorney for the Office of the Solicitor of
the U.S. Labor Department, in Kansas City, Missouri, relates that
releases of non-debtors are outside the Court's jurisdiction and
authority.  Even those courts which have permitted those releases
have done so only in very limited circumstances that are not
applicable in the Debtors' case, she says.  Thus, the Labor
Secretary maintains that the Plan should specifically exclude
ERISA fiduciaries, parties in interest and knowing participants
from its release provisions.

Ms. Smerdon states that the non-debtor fiduciaries and other
parties may attempt to assert that the Plan precludes any action
against them for the restoration of losses to the Plan or for
other equitable relief.

Moreover, Ms, Smerdon asserts that the non-debtor releases are
impermissible like in In re Metromedia Fiber Network, Inc.  There
are no existing unusual circumstances that would make those
releases necessary to the Plan's success, she avers.

The Debtors cannot show the exceptional circumstances necessary to
justify the non-debtor releases, even if those were appropriate
under Section 524(e) of the Bankruptcy Code, Ms. Smerdon tells the
Court.

Accordingly, the Labor Secretary insists that unless the Debtors
amend their Plan to address her objections, the Court should deny
the Plan confirmation.

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.


SPECIALIZED HOTEL/MOTEL: Case Summary & Largest Unsecured Creditor
------------------------------------------------------------------
Debtor: Specialized Hotel/Motel, Inc.
        2701 Highway 411
        South Maryville, TN 37801

Bankruptcy Case No.: 06-32827

Chapter 11 Petition Date: November 28, 2006

Court: Eastern District of Tennessee (Knoxville)

Debtor's Counsel: Thomas Lynn Tarpy, Esq.
                  Hagood, Tarpy & Cox PLLC
                  Suite 2100, Riverview Tower
                  900 South Gay Street
                  Knoxville, TN 37902-1537
                  Tel: (865) 525-7313

Total Assets: $1,700,000

Total Debts:  $1,479,000

Debtor's Largest Unsecured Creditor:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Blount County Trustee         Real property taxes        $15,000
347 Court Street
Courthouse
Maryville, TN 37804-5906


STEEL PARTS: Gets Final Court OK on $3.9 Mil. Wells Fargo DIP Pact
------------------------------------------------------------------
The U.S. Bankruptcy Court Eastern District of Michigan, Southern
Division gave Steel Parts Corporation authority, on a final basis,
to obtain $3,900,000 in debtor-in-possession financing from Wells
Fargo Bank, National Association acting through its Wells Fargo
Business Credit operating division.

The Debtor will use the funds to continue the operation of its
business pursuant to a 13-week budget, which is available for free
at http://researcharchives.com/t/s?1609

As adequate protection, the Debtor grants Wells Fargo liens,
security interests and superpriority claims in all of its assets.

The Debtor is currently working on the closing of the sale of
substantially all of its assets, proceeds of which will be used to
pay its obligations to Wells Fargo in full and in cash.

As reported in the Troubled Company Reporter on Nov. 22, 2006,
the Debtor agreed to sell substantially all of its assets to
Resilience Acquisition Inc.

Resilience proposed to buy the Debtor's assets for a total
purchase price of $14 million, which includes a cash portion of
$11.5 million and a promissory note of $2.5 million, to be paid
over a period of four years.  In addition, Resilience proposed
to purchase the majority of the Debtor's executory contracts and
unexpired leases.

Headquartered in Livonia, Michigan, Steel Parts Corporation --
http://www.steelparts.com/-- supplies automatic transmissions,
suspension, steering components, assemblies and other automotive
parts. The Company filed for chapter 11 protection on Sept. 15,
2006 (Bankr. E.D. Mich. Case No. 06-52972).  Scott A. Wolfson,
Esq., E. Todd Sable, Esq., Judy B. Calton, Esq., Michelle E.
Taigman, Esq., and Seth A. Drucker, Esq., at Honigman Miller
Schwartz and Cohn LLP, represent the Official Committee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it estimated assets and debts between $10 million
and $50 million.


STRUCTURED ASSET: Moody's Junks Rating on Class B Certificates
--------------------------------------------------------------
Moody's Investors Service downgraded two certificates from one
transaction issued by Structured Asset Securities Corporation in
2002.  The transaction is backed primarily by first lien
adjustable- and fixed-rate subprime mortgage loans.

The two most subordinate classes of Structured Asset Securities
Corp 2002-BC1 transaction have been downgraded because existing
credit enhancement levels are low given the current projected
losses on the underlying pools.  

The transaction has $438,877 in overcollateralization which is
below the 50bp floor as of the Nov. 11, 2006 reporting date.

These are Moody's complete downgraded rating actions:

   * Issuer: Structured Asset Securities Corporation

     -- Series 2002-BC1; Class M3, downgraded to B2 from Ba1;
     -- Series 2002-BC1; Class B, downgraded to Ca from B1.


SUNCOM WIRELESS: Sept. 30 Balance Sheet Upside-Down by $378 Mil.
----------------------------------------------------------------
SunCom Wireless Holdings Inc. reported 2006 third quarter
financial results, which reflected higher average revenues per
user, an increase in the number of subscribers and higher roaming
revenues as compared with the second quarter of 2006.  These
factors contributed to Adjusted EBITDA of $30.2 million compared
with $24.5 million in the second quarter of 2006, while net cash
used in operating activities improved to $5.3 million from
$21.2 million in the second quarter.

During the quarter, the company added a net 15,387 subscribers on
gross additions of 105,564.  Monthly churn was 2.9%, up from 2.2%
in the second quarter of 2006.  Approximately 25% of the increased
churn was due to the planned decommissioning of SunCom's domestic
TDMA -- Time Division Multiple Access -- network.  Additionally,
the temporary deployment of service representatives to help with
the transition of customers from the TDMA network had a negative
impact on churn related to non-TDMA customers.

SunCom transitioned more than 40,000 subscribers from its TDMA
network to the GSM network, the most popular standard for mobile
phones in the world.  Most of the 40,000 were not under long-term
contracts and SunCom successfully transitioned 84% of those into a
one or two-year agreement on the GSM network.

Deactivations due to the TDMA conversion were 13,667 in the third
quarter as compared with 8,055 in the second quarter of 2006.  
"Any time you require customers to change technology, it has a
negative impact on your customer service support system ... even
when the outcome is positive, that is, converting subscribers to
long-term contracts and replacing out-of-date handsets with newer
versions," said Bill Robinson, executive vice president of
operations.

ARPU increased 3.2% to $54.56 from $52.89 in the second quarter of
2006, driven by a combination of higher access revenues, increased
feature revenues and seasonal increases for customer usage and
roaming charges.

The ARPU gain along with the higher subscriber count produced a
4.1% increase in service revenues to $171.1 million from $164.4
million in the second quarter.

"The positive third quarter results are another indication that
SunCom is making gains in growing its cash flows and building its
subscriber base," said Chairman and Chief Executive Officer
Michael E. Kalogris.  "Our Associates have done a fantastic job of
positioning SunCom as a viable competitor in a very tough
industry."

Mr. Kalogris added, "The third quarter demonstrated SunCom has a
solid foundation from which to generate additional growth and we
are looking forward to an exciting fourth quarter."

SunCom recently launched a fresh marketing campaign featuring new
equipment offerings and promotional rate plans and new television
advertising.  Additionally, SunCom successfully launched a new
prepaid product -- GoodCall -- during the quarter.

                    Financial Highlights

   -- Adjusted EBITDA in the third quarter was $30.2 million,
      a 23.2% increase from $24.5 million reported in the
      second quarter of 2006.

      Net cash used in operating activities was $5.3 million
      in the third quarter of 2006 compared with a use of
      $21.2 million in the second quarter of 2006.

   -- Service revenues increased 4.1% to $171.1 million from
      $164.4 million in the second quarter of 2006, reflecting
      a higher ARPU and the greater number of subscribers in the
      quarter.

   -- Roaming revenues were $23.5 million compared with
      $19.5 million in the second quarter of 2006.   The
      quarter-to-quarter increase was due to a higher volume
      of minutes.  Total roaming minutes of use -- MOUs - were
      296 million compared with 256 million in the second
      quarter 2006.

   -- Monthly churn was 2.9% compared with 2.2% in the second
      quarter of 2006.  This increase was due, in part, to the
      planned decommissioning of SunCom's TDMA network.

   -- Cost of service for the third quarter of 2006 was
      $66.7 million, unchanged from the second quarter.  Lower
      cell site expenses, primarily from the decommissioning of
      the TDMA network, were responsible for the flat quarter-
      over-quarter costs, despite the company's higher subscriber
      count.  Average home MOUs for the quarter was 1,459 compared
      with 1,455 in the prior quarter.

   -- Total cost of equipment was $38 million compared with
      $32.3 million in the second quarter of 2006.  The
      increase in the third quarter compared with the second
      quarter was due to higher gross additions and increased
      handset upgrades related to retention programs.

   -- Costs per gross addition of $400 declined from $409 in the
      second quarter due to increased leverage on advertising and
      fixed costs from higher gross additions.

   -- Capital expenditures in the quarter were $7.3 million versus
      $34.9 million a year ago.

   -- The company ended the quarter with $236.2 million in cash
      and short-term investments.

Based in Berwyn, Pennsylvania, SunCom Wireless Holdings Inc.
(NYSE: TPC) -- http://www.suncom.com/-- offers digital wireless  
communications services to more than one million subscribers in
the southeastern United States, Puerto Rico and the U.S. Virgin
Islands.  SunCom is committed to delivering Truth in Wireless by
treating customers with respect, offering simple, straightforward
plans and by providing access to the largest GSM network and the
latest technology choices.

SunCom Wireless' balance sheet showed a stockholders' deficit of
$378,099,000 at Sept. 30, 2006, compared with a deficit of
$338,223,000 at June 30, 2006.


TAG-IT PACIFIC: Earns $339,117 in 3rd Quarter Ended Sept. 30, 2006
------------------------------------------------------------------
Tag-it Pacific Inc. earned $339,117 of net income on $13.4 million
of net sales for the third quarter ended Sept. 30, 2006, compared
with a $10.3 million net loss on $9.5 million of net sales for the
same period in 2005.

At Sept. 30, 2006, the Company's balance sheet showed
$27.7 million in total assets, $26.1 million in total liabilities,
and $1.5 million in total stockholders' equity.

The increase in sales for the three months ended Sept. 30, 2006 as
compared to the same period in 2005 was due to double-digit
revenue growth in all of the company's product categories, despite
lower sales of trim products in Mexico and the shift of both U.S.
and Mexico production from these areas to Asia and other worldwide
markets.  Sales in the three months ended Sept. 30, 2005 was
negatively impacted by the business restructuring that began in
the third quarter of 2005 closing the Mexican assembly and U.S.
manufacturing facilities, including the discontinuance of the
thread product line in said period.

Operations in the third quarter of 2006 was positively impacted
by lower cost of sales and interest expenses in the third quarter
of 2006, compared to the same period in 2005.  Cost of sales was
$9.2 million or $2.3 million less than cost of sales for the same
period in 2005, attributable to costs associated with sales volume
changes, improved product margins, reduced distribution charges
since more products are now sourced and delivered within the same
market place, reduced manufacturing and assembly overhead costs,
and lower provisions for obsolescence as inventory levels have
been reduced and turns accelerated.

Interest expense decreased by approximately $106,000 for
the three months ended Sept. 30, 2006, as compared to the same
period in 2005, due primarily to lower average borrowings.

Cash and cash  equivalents for the nine months ended Sept. 30,
2006 increased $1,449,000 from Dec. 31, 2005 principally arising
from cash generated  by operating  activities, net of payments on
notes payable and capital leases.   

Full-text copies of the company's consolidated financial
statements for the quarter ended Sept. 30, 2006, are available for
free at: http://researcharchives.com/t/s?1606

                        Going Concern Doubt

Singer Lewak Greenbaum & Goldstein, LLP, in Los Angeles,
California, raised substantial doubt about Tag-It Pacific, 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 incurred
net loss of $29,537,709 and accumulated deficit of $50,434,042
at Dec. 31, 2005.

                       About Tag-It Pacific

Tag-It Pacific, Inc. designs, sells, manufactures and distributes
apparel zippers, specialty waistbands and various apparel trim  
products to manufacturers of fashion apparel, specialty retailers
and mass merchandisers.  The company's various branded names
include the Talon zippers and Tekfit brand of expandable
waistbands.


TRUMAN CAPITAL: Moody's Cuts Baa2 Rating on Cl. M-3 Certs. to B1
----------------------------------------------------------------
Moody's Investors Service downgraded the ratings of two tranches
issued by Truman Capital Mortgage Loan Trust 2004-1.  The
collateral backing the transaction consists of subprime mortgage
loans that had experience various degrees of delinquency prior to
securitization.

The recent pace of losses accompanied by high and increasing
severity of loss upon liquidation of defaulted loans led Moody's
to take these actions.

These are the rating actions:

   * Issuer: Truman Capital Mortgage Loan Trust 2004-1

     -- Class M-2, Downgraded to Baa2, previously A2.
     -- Class M-3, Downgraded to B1, previously Baa2.


U.S. ENERGY: Case Summary & 40 Largest Unsecured Creditors
----------------------------------------------------------
Lead Debtor: U.S. Energy Biogas Corp.
             40 Tower Lane
             Avon, CT 06001

Bankruptcy Case No.: 06-12827

Debtor affiliates filing separate chapter 11 petitions:

  Entity                                         Case No.
  ------                                         --------
  Brookhaven Energy Partners, LLC                06-12826
  Illinois Electrical Generation Partners LP     06-12828
  Illinois Electrical Generation Partners II LP  06-12829
  Upper Rock Energy Partners, LLC                06-12830
  Streator Energy Partners LLC                   06-12831
  Brickyard Energy Partners LLC                  06-12832
  Dixon Lee Energy Partners, LLC                 06-12833
  Roxanna Resource Recovery, LLC                 06-12834
  Avon Energy Partners, LLC                      06-12835
  Devonshire Power Partners, LLC                 06-12836
  Riverside Resource Recovery, LLC               06-12837
  Zapco Illinois Energy, Inc.                    06-12838
  BMC Energy LLC                                 06-12839
  Barre Energy Partners LP                       06-12840
  Biogas Financial Corporation                   06-12841
  Burlington Energy, Inc.                        06-12842
  Cape May Energy Associates, LP                 06-12843
  Dunbarton Energy Partners, Limited Partnership 06-12844
  Lafayette Energy Partners, LP                  06-12845
  Oceanside Energy, Inc.                         06-12846
  Onondaga Energy Partners, LP                   06-12847
  Power Generation (Suffolk), Inc.               06-12848
  Resources Generating Systems, Inc.             06-12849
  Suffolk Energy Partners, LP                    06-12850
  Suffolk Transmission Partners, LP              06-12851
  Taylor Energy Partners, LP                     06-12852
  Tuscon Energy Partners, LP                     06-12853
  Zapco Energy Tactics Corporation               06-12854
  ZFC Energy, Inc.                               06-12855
  Morris Genco LLC                               06-12856
  Countryside Genco LLC                          06-12857

Type of Business: The Debtor develops landfill gas projects in
                  the United States.  Formerly known as Zahren
                  Alternative Power Corporation or ZAPCO, U.S.
                  Energy Biogas was formed in May 2001 after
                  ZAPCO's acquisition by U.S. Energy Systems, Inc.

                  Through predecessor subsidiaries and affiliates,
                  including the former Energy Tactics, Inc., the
                  Debtor has been engaged since 1981 in the
                  development, financing and operation of a large
                  and diverse group of landfill gas-based
                  projects.

                  Currently, the Debtor owns and operates 23 LFG
                  to energy projects with 52 megawatts of
                  generating capacity.  Power is sold primarily to
                  local utilities under long-term contracts in
                  Arizona, Illinois, Massachusetts, New Hampshire,
                  New Jersey, New York, Pennsylvania, Texas,
                  Vermont and Virginia.  See
                  http://www.usenergysystems.com/

Chapter 11 Petition Date: November 29, 2006

Court: Southern District of New York (Manhattan)

Debtors' Counsel: Joseph J. Saltarelli, Esq.
                  Hunton & Williams
                  200 Park Avenue
                  New York, NY 10166
                  Tel: (212) 309-1000

Estimated Assets: More than $100 Million

Estimated Debts:  More than $100 Million

Debtors' Consolidated List of 40 Largest Unsecured Creditors:

   Entity                     Nature of Claim       Claim Amount
   ------                     ---------------       ------------
Office of the Chief Clerk     Repayment of tax       $62,518,250
Illinois Commerce Division    incentives
527 East Capital Avenue
P.O. Box 19260
Springfield, IL 62794


Jenbaeher Energy Systems Ltd. Trade                     $368,624
5244 N. Sam Houston
Parkway East
Houston, TX 77032

Cape May County Municipal     Tax                       $348,195
P.O. Box 610
Cape May Court, NJ 08220

Run Energy, LP                Trade                     $179,602

Woodbine Developmental        Trade                      $73,204
Center

City of Suffolk               Tax                        $68,774

Zampell Refractories Inc.     Trade                      $60,624

Illinois Dept. of Revenue     Tax                        $50,946

Marina Development, Inc.      Trade                      $50,416

Cananwill, Inc.               Trade                      $44,165

Brown County Port & Solid     Trade                      $40,200
Waste

Carter Machinery Company Inc. Trade                      $35,896

Deutz Corporation             Trade                      $25,651

Southeastern Public Service   Trade                      $22,901

Square D Company              Trade                      $20,559

Automation Engineering        Trade                      $20,000
Systems

Long Island Power             Trade                      $19,517

CK Resources                  Trade                      $17,659

Professional Engine Services  Trade                      $17,189

Derenzo and Associates Inc.   Trade                      $11,800

Motive Parts, Co., Inc.       Trade                      $11,528

Tucson Electric Power Co.     Trade                      $10,592

BISYS Retirement Services     Trade                       $9,880

Atlantic States Lubricant     Trade                       $9,554

Allied Waste Industries Inc.  Trade                       $8,680

Grainger                      Trade                       $8,636

Windward Petroleum            Trade                       $8,299

City of Garland               Tax                         $7,936

Southworth Milton, Inc.       Trade                       $7,817

American Environmental Group  Trade                       $6,574

Wear Check USA                Trade                       $6,400

SCS Engineers, PC             Trade                       $6,346

Anthem Blue Cross of          Trade                       $6,088
Connecticut - Insurance

Brenco Operating Inc.         Trade                       $6,024

Town of Hempstead             Tax                         $5,239

CES Industrial Piping Supply  Trade                       $5,166

Town of Onondaga              Tax                         $5,142

BP Fuel                       Trade                       $5,131

Papco Oil Company             Trade                       $4,677

Ronald H. Williams,           Trade                       $4,516
Treasurer


W.R. GRACE: Committee Approves 2006 Long-Term Incentive Program
---------------------------------------------------------------
The Compensation Committee of W.R. Grace & Co. and its debtor-
affiliates' Board of Directors has approved the final terms of the
company's 2006-2008 Long-Term Incentive Program for officers,
including all executive officers and other senior employees.

The 2006 LTIP, which was previously approved by the United States
Bankruptcy Court for the District of Delaware, aims to provide key
employees with long-term incentives.  The LTIP will cover
approximately 260 current employees worldwide.  Awards under the
2006 LTIP are payable 100% in cash, based on the extent to which
Grace achieves core earnings before interest and taxes targets
over the three-year performance period.

The 2006 LTIP has been revised from previous Grace LTIPs to
clarify that certain effects of acquisitions and divestitures
will not be considered in determining award payments under the
2006 LTIP.

Mark A. Shelnitz, secretary of Grace, disclosed in a regulatory
filing with the Securities and Exchange Commission that employees
entitled to award payments under the 2006 LTIP will generally be
paid:

   (i) in the first quarter of 2008, as partial payment based on
       performance for the first two years of the three-year
       performance period; and

  (ii) in the first quarter of 2009, which will consider
       performance for the complete three-year performance
       period and will be offset by the amount of the prior
       installment.

Generally, Mr. Shelnitz relates, a key employee forfeits his
rights to receive an installment of an award if, before the
payment of the installment, the employee either voluntarily
resigns from Grace or is terminated by Grace for cause.

The Board of Directors has discretion to interpret, amend and
terminate the 2006 LTIP.

A full-text copy of the 2006 LTIP is available at no charge at:

               http://ResearchArchives.com/t/s?15dd

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica  
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000).


W.R. GRACE: Judge Fitzgerald Approves $13 Mil. IRS Claims Accord
----------------------------------------------------------------
The Honorable Judith K. Fitzgerald of the U.S. Bankruptcy Court
for the District of Delaware approved a $13 million settlement
agreement between W.R. Grace & Co. and it debtor-affiliates and
the Internal Revenue Service resolving certain employee taxes and
all related tax exposure with respect to 1993 to 1998 tax periods.

Judge Fitzgerald expunged Claim No. 15361 and reduced Claim No.
835 relating to liability for corporate income tax to
$129 million.

                         IRS Assessments

IRS, along with the Department of Justice, contended that the
Healthcare Companies were required to treat all of the per diem
and lodging payments as compensation subject to the Employment
Taxes, based on several different legal and factual theories.

Following the sale of the Healthcare Staffing Business, IRS'
assessments for the 1993 to 1998 tax periods totaled approximately
$61.9 million, representing the Healthcare Companies' total
exposure for the Employment Taxes, excluding possible interest and
penalties.

The IRS filed priority claims for the Employment Taxes and
accrued interest during the stated tax periods aggregating
approximately $79.2 million.  Specifically, the IRS Claims that
remain outstanding are:

   -- Claim No. 15361 filed against CC Partners, formerly CCS;
      and

   -- Claim No. 835 against CCHP.

                  $13-Mil. IRS Claims Settlement

The Debtors entered into a settlement with the U.S. Government to
resolve the Employee Taxes and all related tax exposure with
respect to 1993 to 1998 tax periods.

The Settlement required the Debtors to:

   (a) make a lump sum payment of $13 million to the Government,
       which payment would not be deductible; and

   (b) forgo any claim to deductions that arguably arise from
       treating previously non-deductible meal and incidental
       expense payments as additional compensation expense.

If the $13 million payment is not paid by the 181st day after the
date the Settlement was accepted by the DOJ, the payment will
bear interest at a statutory rate under Sections 6621(a)(2),
6621(c) and 6622 of the Internal Revenue Code.

The Settlement further provided that, upon the $13 million
settlement payment:

   (i) Claim No. 15361 will be deemed fully satisfied and
       expunged; and

  (ii) all amounts stated in Claim No. 835 for the Employment
       Taxes will be deemed fully satisfied and Claim No. 835
       will be reduced to $129 million, relating to liability for
       corporate income tax.

The Debtors preserved their rights, however, to object to the
remaining amount stated in Claim No. 835 on whatever grounds are
appropriate.

The Settlement is evidenced by:

   -- a settlement offer letter from CCHP and a corresponding
      acceptance letter from the DOJ for the tax case currently
      pending in the U.S. Court of Federal Claims; and

   -- four closing agreements between IRS and various parties
      with respect to tax periods between Jan. 1, 1996, and
      July 28, 1999.

Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica   
products, especially construction chemicals and building
materials, and container products globally.  The Company and its
debtor-affiliates filed for chapter 11 protection on April 2, 2001
(Bankr. D. Del. Case No. 01-01139).  James H.M. Sprayregen, Esq.,
at Kirkland & Ellis, and Laura Davis Jones, Esq., at Pachulski,
Stang, Ziehl, Young, Jones & Weintraub, P.C., represent the
Debtors in their restructuring efforts.  The Debtors hired
Blackstone Group, L.P., for financial advice.
PricewaterhouseCoopers LLP is the Debtors' accountant.

Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors.  The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice.  David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA.  Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants.  The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it.  Lexecon,
LLP, provided asbestos claims consulting services to
the Official Committee of Equity Security Holders.  (W.R. Grace
Bankruptcy News, Issue No. 119; Bankruptcy Creditors' Service,
Inc., http://bankrupt.com/newsstand/or 215/945-7000)


WELLCARE HEALTH: Moody's Affirms Ba3 Senior Secured Debt Rating
---------------------------------------------------------------
Moody's Investors Service affirmed WellCare Health Plans Inc.'s
senior secured debt rating at Ba3 and WellCare of Florida Inc.'s
insurance financial strength rating at Ba1 and changed their
rating outlook to positive from stable.

Moody's explained that this action is based on WellCare's
continuing improvement in profitability while realizing growth and
diversity in its Medicaid and Medicare products.

The rating agency said that the outlook change is based on the
company's solid earnings results and membership growth, its
business diversification, and its improving balance sheet and
capital position.

Moody's also noted the expansion of WellCare's Medicaid and
Medicare businesses outside of Florida, as well as its successful
launch into the Medicare Part D product.  Moody's added that the
company also increased its consolidated risk-based capital ratio
to over 150% of company action level and reduced its debt to
EBITDA ratio on a trailing twelve month basis to 1.1x as of
Sept. 30, 2006.

Moody's said that WellCare's strengths include its continued
leading position in the Florida Medicaid market, along with the
financial protection provided by the state for long duration
hospital stays and WellCare's contracts with providers, which are
tied to the level of reimbursement from the state.

Additionally, Moody's noted, the parent company's cash flow needs
are funded through the activities of a wholly-owned subsidiary
that serves as a third party administrator rather than being
reliant on dividends from regulated entities.

According to the rating agency, WellCare began providing Medicaid
coverage to over 400,000 recipients in Georgia during 2006,
becoming the state's largest Medicaid provider with annualized
revenues of approximately $1 billion.  In addition, the company
enrolled over 900,000 members in its Medicare prescription drug
plans.

Moody's commented that these two initiatives have provided
significant diversification outside the company's core Florida
Medicaid market.

Moody's added that WellCare's strategy is to expand its Medicaid
business in its existing markets while developing Medicare plans
and entering new markets through internal growth.  The company has
Medicaid managed care operations in Florida, Georgia, New York,
Connecticut, and Illinois.  WellCare was recently awarded a
Medicaid contract in Ohio for 2007; however, the company was not
awarded a renewal of its Medicaid contract in Indiana and will
exit this marketplace as of Dec. 31, 2006.  

While the company offers its Part D prescription drug products
nationwide, its Medicare Advantage programs are offered in
Florida, New York, Connecticut, Illinois, Louisiana, and Georgia.

Offsetting these strengths is WellCare's reliance on its Medicaid
contracts with the states and Medicare contracts with the Centers
for Medicare & Medicaid Services.

Moody's points out that these contracts require periodic renewal
and that the loss of one of these contracts could place
significant strain on WellCare's revenue and income levels.
Although the Indiana market was not a major Medicaid market for
WellCare, the loss of this state contract highlights our concern.  

In addition, Moody's believes that there is a risk that political
or budgetary changes at the federal or state level could impact
the reimbursement levels to companies, such as WellCare, that
provide healthcare services for government programs.

The company also continues to expand with major initiatives that
raise operational risks and concerns.  In addition to the Ohio
Medicaid expansion in 2007, the company is entering the Medicare
Private Fee for Service market which presents different challenges
and risks than the managed care products the company is currently
providing.  

However, the company has developed a focused implementation plan
and the management team has proven itself with the successful
implementation of other initiatives during the last several years.

Moody's stated that WellCare's ratings could move up if there is
continued improvement in its balance sheet including maintaining
the debt to EBITDA ratio below 1.2, the NAIC RBC ratio above 125%
of company action level, the EBITDA interest coverage over 10x,
and maintaining net earnings margins in the 2% to 3% range while
managing its major initiatives in Georgia, Ohio, Medicare Part D,
and Medicare PFFS.

However, if there were to be a loss or impairment of one or more
of its major Medicaid or Medicare contracts, an increase in the
debt to ratio above 1.6, a reduction in NAIC RBC to below 125%
CAL, or a worsening of financial covenant coverage ratios, then
Moody's says the outlook could be changed back to stable.

Moody's last rating action on WellCare was on Oct. 11, 2005, when
the debt rating was upgraded to Ba3 from B2.

The outlook of these ratings was changed to positive from stable:

   * WellCare Health Plans, Inc.

     -- senior secured debt rating at Ba3

   * WellCare of Florida, Inc.

     -- insurance financial strength rating at Ba1.

WellCare Health Plans, Inc. is headquartered in Tampa, Florida.
For the first nine months of 2006, the company reported
approximately $2.6 billion in total revenue.  As of Sept. 30, 2006
shareholder's equity was $498 million and total medical membership
was 1.25 million.

Moody's insurance financial strength ratings are an opinion of a
company's financial ability to punctually repay senior
policyholder claims and obligations.


WELLS FARGO: Fitch Rates B-4 and B-5 Certificate Classes at Low-B
-----------------------------------------------------------------
Fitch rates Wells Fargo's mortgage pass-through certificates,
series 2006-18:

   -- $2,415,274,970 classes A-1, A-PO, and A-R 'AAA';
   -- $51,256,000 class B-1 'AA';
   -- $13,752,000 class B-2 'A';
   -- $7,500,000 class B-3 'BBB';
   -- $5,001,000 class B-4 'BB'; and,
   -- $3,750,000 class B-5 'B'.

The 'AAA' ratings on the senior certificates reflect the 3.40%
subordination provided by the 2.05% class B-1, the 0.55% class
B-2, the 0.30% class B-3, the 0.20% privately offered class B-4,
the 0.15% privately offered class B-5, and the 0.15% privately
offered class B-6.  The ratings on the class B-1 through B-5
certificates are based on their respective subordination.

Class B-6 is not rated by Fitch.

Fitch believes the amount of credit enhancement available will be
sufficient to cover credit losses.  The ratings also reflect the
high quality of the underlying collateral, the integrity of the
legal and financial structures, and the primary servicing
capabilities of Wells Fargo Bank, N.A.

The transaction consists of one group of 4,749 fully amortizing,
fixed interest rate, first lien mortgage loans, with an original
weighted average term to maturity of approximately 30 years.  The
aggregate unpaid principal balance of the pool is $2,500,285,315
as of Nov. 1, 2006, and the average principal balance is $526,487.  
The weighted average original loan-to-value ratio of the loan pool
is approximately 72.05%; 1.41% of the loans have an OLTV greater
than 80%.  The weighted average coupon of the mortgage loans is
6.551%, and the weighted average FICO score is 743.  Cash-outs and
rate/term refinance represent 22.95% and 16.41%, respectively.  

The states that represent the largest geographic concentration are
California, Virginia, New York, and Maryland.  All other states
represent less than 5% of the outstanding balance of the pool.

None of the mortgage loans are 'high cost' loans as defined under
any local, state, or federal laws.

All of the mortgage loans were generally originated in conformity
with underwriting standards of WFB.  WFB sold the loans to Wells
Fargo Asset Securities Corporation, a special purpose corporation,
who deposited the loans into the trust.  The trust issued the
certificates in exchange for the mortgage loans.  WFB will act as
servicer and custodian, and HSBC Bank USA, National Association
will act as trustee.  Elections will be made to treat the trust as
one real estate mortgage investment conduit for federal income tax
purposes.


WOLF CAMERA: Trustee Wants Chapter 11 Case Converted or Dismissed
-----------------------------------------------------------------
Felicia S. Turner, the U.S. Trustee for Region 21, asks the U.S.
Bankruptcy Court for the Northern District of Georgia to convert
Wolf Camera Inc.'s Chapter 11 case into a Chapter 7 liquidation
proceeding, or, in the alternative, dismiss the Debtor's
bankruptcy case.

Ms. Turner tells the Court that the Debtor is delinquent in
disclosing about a year's worth of its monthly operating reports,
from July 2005 through August 2006.  She reminds the Court that
according to the U.S. Bankruptcy Rule 2015 and the Operating
Guidelines of the U.S. Trustee, the Debtor is required to file
monthly operating reports through the course of its bankruptcy
proceeding until a final decree is entered.

Monthly operating reports are critical since it provides the
Trustee, creditors, and other parties-in-interest to make an
assessment of the Debtor's financial condition and prospects for
consummation of its confirmed plan.  Failure to provide these
obligatory reports may constitute a cause for conversion to a
Chapter 7 case, or its dismissal, Ms. Turner says.

In addition, the Debtor is required to pay all administrative
expenses in full including fees due the U.S. Trustee.  Records
maintained by the Trustee reflect that the Debtor has failed to
pay estimated fees for $2,500 due through the second quarter of
2006.

Wolf Camera, a company that offers a complete inventory of
traditional photography and digital imaging products and
services, frames, albums and accessories, filed for chapter 11
protection on June 21, 2001 (U.S. Bankr. N.D. Ga. Case No.
01-83470)  E. Penn Nicholson, Esq., at Powell Goldstein LLP, and
Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP represent the
Debtor in its restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in this case.  When the
company filed for protection from its creditors, it listed an
estimated over $100,000,000 in assets and $100,000,000 in debt.


XYBERNAUT CORP: Judge Mayer Confirms Amended Joint Chapter 11 Plan
------------------------------------------------------------------
The Honorable Robert G. Mayer of the U.S. Bankruptcy Court for the
Eastern District of Virginia in Alexandria has confirmed the
Amended/Modified Joint Plan of Reorganization of Xybernaut
Corporation and Xybernaut Solutions Inc.

Judge Mayer determined that the Modified Plan satisfies the
13 standards for confirmation under Section 1129(a) of the
Bankruptcy Code.

                       Overview of the Plan

On the Plan Effective Date, Xybernaut Solutions will merge with
Xybernaut Corp., with XC being the surviving corporation.

As a result of the merger, on the Plan Effective Date, Reorganized
Xybernaut will possess all the rights and privileges of a
corporation under applicable state law.

                    GUC Subordinated Plan Note

Reorganized Xybernaut will execute an unsecured, five-year term,
cash flow note in the maximum amount of $1 million in favor of
Howard S. Cohen, the GUC Representative, for payment to the GUC
Distribution Fund.

Reorganized Xybernaut or East River Capital LLC can redeem the GUC
Subordinated Plan Note at any time in the two-year period after
the Plan Effective Date for a total, one time, cash payment in the
amount of $65,000.

GUC Distribution Fund is a segregated deposit account established
free and clear of all liens, encumbrances, and interests before
the Effective Date.

The GUC Distribution Fund (a) will be initially funded in the
amount of $175,000 by Federal Reserve wire transfer by East River
Capital to the GUC Representative on the Plan Effective Date, and
(b) will be funded by the GUC Subordinated Plan Note and the
Litigation Fund.

                        The Litigation Fund

On the Plan Effective Date, the Litigation Fund will be
established as a segregated Reorganized Xybernaut deposit account
to receive any and all net proceeds of the Third Party Claims,
after payment of all amounts due to any counsel bringing Third
Party Claims on behalf of the Reorganized Xybernaut.

Reorganized Xybernaut will administer the Litigation Fund pursuant
to a Joint Litigation Agreement, which will set forth procedures
in respect of the Third Party Claims.

                        Treatment of Claims

Holders of Allowed Administrative Expense Claims will receive cash
equal to the unpaid portion of the claim on the later of the Plan
Effective Date and the first business day after 30 days the claim
became allowed.

At the sole option of the Reorganized Debtors, holders of Allowed
Priority Tax Claims will receive (a) cash on the later of the Plan
Effective Date and the first business day after 30 days the claim
became allowed, or (b) equal annual cash payments, with interest,
beginning one year after the Plan Effective Date over a period not
exceeding six years.

At the sole option of the Reorganized Debtors, holders of Allowed
Class 1 Other Secured Claims will receive (a) reinstated rights,
(b) cash equal to the interest in the property, or (c) the
property constituting the collateral of the claim.

Holders of Class 2 LC Fund Claim will receive 2.5% of all gross
aggregate sale proceeds from the sale of the Debtors' assets in
excess of $5 million, and 3.5% of any gross sale proceeds in
excess of $10 million.

If no sale occurs within one year after plan confirmation date or
the sale does not yield proceeds in excess of $5 million, holders
of Class 2 LC Fund will not receive anything.

Holders of Class 3 DIP Facility Claims will receive (a) all of the
new common stock of Reorganized Xybernaut, and (b) a portion of
the proceeds of the Litigation Fund.

In the event that the holder of the DIP Facility Claim does not
receive all of Reorganized Xybernaut's New Common Stock on the
Effective Date, Reorganized Xybernaut will pay the DIP Facility
claim in cash in full on the Plan Effective Date.

Holders of Class 4 Priority Non-Tax Claims will receive equal
annual cash payments, with interest, over a period of not more
than three years.

Holders of Class 5 General Unsecured Claims will receive a pro
rata distribution from the GUC Distribution Fund.

Holders of Class 6 Intercompany Claim, Class 7 Equity Interests in
XC, Class 8 Equity Interest in XSI, and Class 9 Subordinated
Securities Law Claims will not receive anything under the Plan.

A full-text copy of Xybernaut's plan supplement is available for
free at http://ResearchArchives.com/t/s?160d

A full-text copy of Xybernaut's blacklined disclosure statement is
available for free at http://ResearchArchives.com/t/s?160f

A full-text copy of Xybernaut's blacklined amended plan is
available for free at http://ResearchArchives.com/t/s?160e

Headquartered in Fairfax, Virginia, Xybernaut Corporation,
develops and markets small, wearable, mobile computing and
communications devices and a variety of other innovative products
and services all over the world.  The corporation never turned a
profit in its 15-year history.  The Company and its affiliate,
Xybernaut Solutions, Inc., filed for chapter 11 protection on
July 25, 2005 (Bankr. E.D. Va. Case Nos. 05-12801 and 05-12802).  
John H. Maddock III, Esq., at McGuireWoods LLP, represents the
Debtors in their chapter 11 proceedings.  Paul M. Sweeney, Esq.,
at Linowes & Blocher LLP, represents the Official Committee of
Unsecured Creditors.  Craig Benson Young, Esq., at Connolly
Bove Lodge & Hutz, represents the Official Committee of Equity
Security Holders.  When the Debtors filed for protection from
their creditors, they listed $40 million in total assets and
$3.2 million in total debts.


* Drinker Biddle to Merge with Gardner Carton
---------------------------------------------
Drinker Biddle & Reath LLP and Gardner Carton & Douglas LLP have
disclosed their plans to combine.  Partners from each firm have
voted to approve the merger, which would become official on
Jan. 1, 2007.

A copy of the Corporate Restructuring Brochure reflecting the
combined GCD and Drinker Biddle practice groups is available for
free at http://researcharchives.com/t/s?160a   

The combined firm would have more than 650 lawyers in 12 offices
nationwide, making it one of the 70 largest law firms in the
United States.  The combination would also expand the reach of the
organization and strengthen a number of key practice areas while
providing deeper resources to its clients.

"Standing still is not an option in today's marketplace," said
Alfred W. Putnam, Jr., who will be chairman of the merged
organization, to be known as Drinker Biddle & Reath LLP with
operations headquartered in Philadelphia.  In Illinois and
Wisconsin, the merged organization would do business as Drinker
Biddle Gardner Carton LLP during a transition period.  

"To best serve clients involved in complex transactions or
litigation, you need to have a critical mass of top-notch lawyers
spread across the country," said Mr. Putnam.  "The combination of
these two storied firms - with more than 250 years of combined
history - now provides clients with a major presence in the
Philadelphia, Chicago, Washington, D.C., and New Jersey markets,
each with more than 100 professionals.

"That depth of skill and strength of knowledge - combined with our
other offices on the West Coast, in New York and in Delaware -
gives us more tools to provide the highest quality legal services
for our clients," Mr. Putnam added.

"This merger makes sense on every level," said Gardner Carton
chairman Harold L. Kaplan.  "Our clients will now have a much
greater depth of resources available to them.  Our core practice
areas will complement one another.  And, from day one, this
combination brings together two extremely talented and
distinguished groups of lawyers committed to the profession, our
communities and, most importantly, to our clients."

Drinker Biddle would bring to the merger nationally recognized
experience in a wide range of traditional legal services provided
to its clients, including antitrust, bankruptcy, class actions,
products liability, securities, corporate, intellectual property,
insurance, environmental, investment management, real estate, and
mergers and acquisitions.  In addition to its highly regarded
corporate and securities practice and its extensive litigation
experience, Gardner Carton would bring to the new firm its
nationally known practices in healthcare, bankruptcy, human
resources, real estate, intellectual property, investment
management and government relations.

Negotiations to merge the firms began in earnest earlier this
year.  From the beginning, the management teams recognized the
firms' shared values of the highest standards in client service,
legal work and professional ethics.  "We see the cultures of each
firm coming together quite nicely," said Andrew C. Kassner, the
executive partner of the merged firm. "We expect a seamless
integration in our combined driver practices, and we are excited
about growth in niche practices such as customs and international
trade, education law, information technology and Native American
tribal governments."

One of the reasons the two firms were compatible was their dual
presence in Chicago and Washington, D.C. Plans are under way to
combine office space in each of those cities.  In Chicago, Drinker
Biddle's lawyers would join more than 150 lawyers at Gardner
Carton.  In Washington, D.C., Gardner's lawyers and government
relations professionals would combine with Drinker Biddle's
offices at 15th and K streets to create an office of more than 100
professionals in the nation's capital.  The combined firm also
would have offices in Philadelphia, San Francisco, Los Angeles,
New York City, Milwaukee, Wilmington, Del., Florham Park, N.J.,
Princeton, N.J., Albany, N.Y., and Berwyn, Pa.


* Chapter 11 Cases with Assets & Liabilities Below $1,000,000
-------------------------------------------------------------
Recent chapter 11 cases filed with assets and liabilities below
$1,000,000:

In re M.J. Acquisition, LLC
   Bankr. N.D. Ga. Case No. 06-74866
      Chapter 11 Petition filed November 17, 2006
         See http://bankrupt.com/misc/ganb06-74866.pdf

In re Industrial Machine Works, Inc.
   Bankr. W.D. Pa. Case No. 06-25895
      Chapter 11 Petition filed November 22, 2006
         See http://bankrupt.com/misc/pawb06-25895.pdf

In re Johnny W. Haynes
   Bankr. W.D. Tenn. Case No. 06-13075
      Chapter 11 Petition filed November 22, 2006
         See http://bankrupt.com/misc/tnwb06-13075.pdf

In re SFG Family, LLC
   Bankr. W.D. N.C. Case No. 06-40686
      Chapter 11 Petition filed November 22, 2006
         See http://bankrupt.com/misc/ncwb06-40686.pdf

In re Steven L. Rogers
   Bankr. D. Ariz. Case No. 06-03945
      Chapter 11 Petition filed November 22, 2006
         See http://bankrupt.com/misc/azb06-03945.pdf

In re Cliffside Construction Services LLC
   Bankr. D. N.H. Case No. 06-11632
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/nhb06-11632.pdf

In re Foster Business, Inc.
   Bankr. W.D. Ark. Case No. 06-72760
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/arwb06-72760.pdf

In re J. Wilbur & Associates, Inc.
   Bankr. N.D. Ga. Case No. 06-75151
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/ganb06-75151.pdf

In re Joe K Investments, LLC
   Bankr. S.D. Tex. Case No. 06-36535
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/txsb06-36535.pdf

In re Theodore K. Graham
   Bankr. E.D. Mich. Case No. 06-57410
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/mieb06-57410.pdf

In re Total Drywall Contractors, Inc.
   Bankr. D. Md. Case No. 06-17556
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/mdb06-17556.pdf

In re Transport Carriers, Inc.
   Bankr. E.D. Mich. Case No. 06-57422
      Chapter 11 Petition filed November 27, 2006
         See http://bankrupt.com/misc/mieb06-57422.pdf

In re Facility Maintenance Group, LLC
   Bankr. M.D. Tenn. Case No. 06-06989
      Chapter 11 Petition filed November 28, 2006
         See http://bankrupt.com/misc/tnmb06-06989.pdf

In re Jeffnick, Inc.
   Bankr. M.D. Pa. Case No. 06-52118
      Chapter 11 Petition filed November 28, 2006
         See http://bankrupt.com/misc/pamb06-52118.pdf

In re Surgifile, Inc.
   Bankr. S.D. Calif. Case No. 06-03702
      Chapter 11 Petition filed November 28, 2006
         See http://bankrupt.com/misc/casb06-03702.pdf

                             *********

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, Melvin C. Tabao, Rizande
B. Delos Santos, Cherry A. Soriano-Baaclo, Ronald C. Sy, 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
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herein is obtained from sources believed to be reliable, but is
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The TCR subscription rate is $725 for 6 months delivered via e-
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for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
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                    *** End of Transmission ***