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         T R O U B L E D   C O M P A N Y   R E P O R T E R

              Friday, May 19, 2006, Vol. 10, No. 118

                             Headlines

ABB LUMMUS: Wants to Hire FTI Consulting as Financial Advisor
ALLIED HOLDINGS: 8 Ex-Employees Seek Retiree Committee Appointment
ALLIED WASTE: Closes $600 Million Offering of 7-7/8% Senior Notes
APHTON CORP: Working Capital Deficit Prompts Going Concern Doubt
APX HOLDINGS: Taps Frederic Antoun as Special Contracts Counsel

APX HOLDINGS: Taps CB Richard as Real Property Lease Consultants
ARCH CAPITAL: Plans Public Offering of $125 Mil. Preferred Shares
ARLINGTON HOSPITALITY: Has Sole Right to File Plan Until June 30
AXM PHARMA: Files Amended 2005 Financial Statements
BOBLEY-HARMANN: Case Summary & 13 Largest Unsecured Creditors

BRIAR CONSTRUCTION: Voluntary Chapter 11 Case Summary
BROOKS AUTOMATION: Bondholders Send Notice of Non-Compliance
BURGER KING: Prices 25 Mil. Common Stock Offering at $17 per Share
CACI INTERNATIONAL: Refutes BAE Systems Takeover Talks
CALPINE CORP: Court Approves ICF Consulting as Energy Advisor

CARDSYSTEMS SOLUTIONS: Taps Mesch Clark as Bankruptcy Counsel
CARDSYSTEMS SOLUTIONS: Wants Court to Set Proofs of Claim Bar Date
CARDSYSTEMS SOLUTIONS: Files Ch. 11 Plan & Disclosure Statement
CENTRAL PARK: Creditors Must File Proofs of Claim by July 31
CITGO PETROLEUM: Closing 14,000+ Gas Stations After Refinery Sale

CITY OF AURORA: Moody's Junks Rating on $17.1 Million Senior Bonds
COLLINS & AIKMAN: Court Modifies D&O Defense Payment Process
CORONADO INDUSTRIES: Semple & Cooper Raises Going Concern Doubt
COUNTRYWIDE HOME: Moody's Holds Ba3 Rating on Class B2 Certs.
DANA CORP: Insurer Wants Stay Lifted to Assert Counterclaims

DANA CORPORATION: U.S. Bancorp Wants Dana to Decide on Leases
DELPHI CORP: Inks Settlement Deal with Furukawa Electric
DELTA AIR: Non-Pilot Retirees' Want Navigant as Financial Advisor
DELTA AIR: Retired Pilots Tap Alvarez & Marsal as Advisor
DIGITAL RECORDERS: Recurring Losses Cue PwC's Going Concern Doubt

DIGITAL RECORDERS: Posts $749,000 Net Loss in 2006 First Quarter
DIRECTV GROUP: Buys Common Stock from GM Trust for $265 Million
ENRON CORP: Court Approves $69.9-Mil. Lehman Settlement Agreement
ENRON CORP: Court Junks Move v. Metromedia's Multi-Mil. Claims
ENTERGY NEW ORLEANS: Assumes Amended Chaparral Contract

FREMONT HOME: Moody's Puts Low-B Ratings on 2 Certificate Classes
GENERAL MOTORS: Annual Stockholders' Meeting Scheduled for June 6
GENERAL MOTORS: Stockholder Presents Alternative Board Nominees
GLOBAL CROSSING: Annual Shareholders' Meeting Set for June 13
GLOBAL ENERGY: Baumann Raymondo Raises Going Concern Doubt

GLOBAL HOME: Wants to Hire Houlihan Lokey as Investment Banker
HANDMAKER JEWISH: Court Approves Amended Disclosure Statement
HERBST GAMING: Buying Sands Regent in $148-Million Merger Deal
HOLLINGER INTL: Balance Sheet Upside-Down by $197 Mil. at March 31
HOLLINGER INTL: Selling Some Portfolio Investments for $11 Million

ICON HEALTH: S&P Lowers Corporate Credit Rating to CCC from CCC+
INFOUSA INC: Battling Dolphin Cos. Over Board Seats in Annual Meet
INTEGRATED ELECTRICAL: Registers 2MM More Shares of Common Stock
INTEGRATED ELECTRICAL: Inks Indemnity Agreements with Executives
INTEGRATED HEALTH: IHS Liquidating Settles Nine Tax Claims

INTERACTIVE BRAND: Mar. 31 Balance Sheet Upside-Down by $2.9 Mil.
INTERSTATE BAKERIES: Gets Court Nod on $3.2-Mil. Oakland Lot Sale
J. RAY: Prices Offering for $200 Million of 11% Senior Sec. Notes
KMART CORP: Court Allows NJ Tax Court to Adjudicate 2005 Appeal
LEVITZ HOME: Settles Furniture.com Services Agreement Dispute

LIBERTY MEDIA: Buying IDT Entertainment in Multi-Million Deal
LONDON FOG: Court Okays Global Links as Committee's Advisor
MARK IV: Moody's Puts Low-B Ratings on $295 Million of Loans
MD BEAUTY: Moody's Rates $237 Million Sr. Sec. Facility at B1
MERIDIAN AUTOMOTIVE: CSFB Seeks Partial Summary Judgment on Claims

MERITAGE HOMES: Revolving Credit Facility Increased to $800 Mil.
MESABA AVIATION: Can't Reject Flight Attendants' Contract
MESABA AVIATION: Balks at CBA Delay Due to Bankr. Judge's Ruling
MUSICLAND HOLDING: Committee Has Until June 1 to File Claim
NATIONAL WINE: Moody's Affirms $77 Million Sr. Notes' B3 Rating

NESCO INDUSTRIES: Posts $1.4 Mil. Net Loss in 2005 2nd Fiscal Qtr.
NOBEX CORP: Has Until June 15 to File Plan of Reorganization
NTELOS INC: Credit Facility Amendment Cues Moody's to Cut Ratings
OMNI CAPITAL: Court Okays Assumption of Real Estate Title's Lease
OMNI CAPITAL: Court Okays Assumption of First Residential's Lease

ONEIDA LTD: Court Okays Insurance Premium Financing Agreements
ORIS AUTOMOTIVE: Committee Hires Najjar Denaburg as Counsel
PACIFIC COAST: Moody's Rates $21 Million Class C-1 Notes at C
PLIANT CORP: Hires Buck Consultants as Compensation Consultant
PROGRESS RAIL: Inks $1-Billion Merger Agreement with Caterpillar

PROGRESS RAIL: Caterpillar Merger Cues Moody's to Review Ratings
QUANTUM MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
REFCO INC: Wants to Amend and Assumes WFC Tower Leases
REFCO INC: Refco Group Wants to Sell 1,000 Xinhua Finance Shares
RUSSEL METALS: Gets Required Consents for $175MM 6-3/8% Sr. Notes

SAINT VINCENTS: Court Approves 1199SEIU United MOA
SALOMON BROS: Moody's Junks Rating on Class M-5 Certificates
SFBC INT'L: Miami Board Ruling Cues Planned Closure of Florida Ops
SHOP AT HOME: Ceasing TV & Online Retailing Business on June 22
SILICON GRAPHICS: Meeting of Creditors Scheduled for June 6

SILICON GRAPHICS: Wants to Hire Bear Stearns as Financial Advisor
SILICON GRAPHICS: Gets Okay to Maintain Existing Bank Accounts
SIRVA INC: S&P Downgrades Corporate Credit Rating to B from B+
SOUTHERN EQUIPMENT: S&P Affirms B Rating With Stable Outlook
STANDARD MANAGEMENT: Recurring Losses Prompt Going Concern Doubt

STANDARD MANAGEMENT: Posts $4.2 Million Net Loss in First Quarter
TCF HOLDINGS: Case Summary & Largest Unsecured Creditor
TENET HEALTHCARE: Settling Criminal Case in San Diego for $21 Mil.
TOWER AUTOMOTIVE: Sweeney Wants Claim Deemed Timely Filed
UAL CORP: Court Dissolves Plan Panel After 80% Equity Distribution

UNITED AMERICAN: Amends 2004 Financial Statements
UNITY VIRGINIA: Voluntary Chapter 11 Case Summary
URBAN HOTELS: Calif. Court Approves Kenneth Farrow as Accountant
VITESSE SEMICONDUCTOR: Terminates CFO Y. Mody and CEO L. Tomasetta
WERNER HOLDING: Moody's Cuts Rating on $134MM Sr. Sub. Notes to C

WINN-DIXIE: Court Approves Sale of 12 Supermarkets in the Bahamas
WINN-DIXIE: Trade Panel Wants to Examine Sr. Notes' Underwriters
WINN-DIXIE: Trade Panel Wants Debtors' Substantial Consolidation
WORLDCOM INC: Seeks Summary Judgment Against Hansen Corp.
XM SATELLITE: Completes Tender Offer for $393 Mil. Sr. Sec. Notes

ZALE CORP: Earns $16.8 Million in Third Fiscal Quarter of 2006

* D. Steinberg of Cadwalader Gets 2006 ABA Pro Bono Publico Award

* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together

                             *********

ABB LUMMUS: Wants to Hire FTI Consulting as Financial Advisor
-------------------------------------------------------------
ABB Lummus Global Inc. asks the U.S. Bankruptcy Court for the
District of Delaware for authority to employ FTI Consulting, Inc.,
as its financial advisor and consultant.

FTI Consulting will:

   a. advise and assist in the preparation of reports or filings
      as required by the Court or the U.S. Trustee, including
      schedules of assets and liabilities, statement of financial
      affairs, mailing matrix and monthly operating reports;
   
   b. advise and assist the Debtor regarding financial
      information for distribution to creditors and other parties
      in interest, including analyses of cash receipts and
      disbursements, financial statement items and proposed
      transactions for which Court approval is sought;
   
   c. assist with the implementation of bankruptcy accounting
      procedures as required by the Bankruptcy Code and generally
      accepted accounting principles, including Statement of
      Position 90-7;

   d. assist in preparing documents necessary for confirmation,
      including financial and other information;

   e. if necessary, assist the Debtor with claims resolution
      procedures, including analyses of creditors' claims by type
      and entity; and

   f. perform other functions as requested by the Debtor or
      counsel to assist the Debtor in its business and
      reorganization.

Gary Barton, a senior managing director at FTI Consulting, tells
the Court that the Firm's professionals bill:

      Professional                           Hourly Rate
      ------------                           -----------
      Senior Managing Directors              $595 - $655
      Directors and Managing Directors       $435 - $585
      Associates and Consultants             $215 - $400
      Paraprofessionals and                  
      Administrative Staff                    $95 - $175

Mr. Barton assures the Court that the Firm is "disinterested" as
that term is defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Houston, Texas, ABB Lummus Global Inc. --
http://www.abb.com/lummus/-- offers advanced process  
technologies, project management, engineering, procurement and
construction-related services for the oil and gas, petroleum
refining and petrochemical process industries.  The group oversees
the construction of process plants and offshore facilities.  The
company filed for chapter 11 protection on Apr. 21, 2006 (Bankr.
D. Del. Case No. 06-10401).  Jeffrey N. Rich, Esq., at Kirkpatrick
& Lockhart Nicholson Graham LLP, represents the Debtor.  Laura
Davis Jones, Esq., at Pachulski, Stang, Ziehl Young, Jones &
Weintraub, LLP, serves as the Debtor's co-counsel.  No Official
Committee of Unsecured Creditors has been appointed in the
Debtor's case.  When the Debtor filed for protection from its
creditors, it estimated more than $100 million in assets and
debts.


ALLIED HOLDINGS: 8 Ex-Employees Seek Retiree Committee Appointment
------------------------------------------------------------------
Eight retired employees of Allied Holdings, Inc., and its debtor-
affiliates ask the U.S. Bankruptcy Court for the Northern District
of Georgia to appoint an Official Committee of Retirees to act as
the authorized representative for the Debtors' non-collective
bargaining agreement retirees, survivors and dependents on all
matters in the bankruptcy case.

The Retirees Committee will serve as the authorized representative
for persons receiving any retiree benefits not covered by a
collective bargaining agreement.

The eight non-CBA retirees also ask the Court to appoint them as
the members of the Retirees Committee:

    (1) Robert Harrison,
    (2) Julia Jessup,
    (3) Tex Flippin,
    (4) Dean Fuller,
    (5) Joseph Collier,
    (6) Stan Weaver,
    (7) Ed Salter, and
    (8) Dan Routzahn

Section 1114(d) of the Bankruptcy Code provides that a court, upon
a request by any party-in-interest and after notice and a hearing,
will appoint a committee of retired employees -- if the debtor
seeks to modify or not pay the retiree benefits, or if the court
otherwise determines that it is appropriate.

John A. Christy, Esq., at Schreeder, Wheeler & Flint, LLP, in
Atlanta, Georgia, notes that the Debtors' request to terminate
retiree benefit plans is premature because of their failure to
comply with the requirements of Section 1114.

In particular:

    * no committee has been appointed;

    * no proposal was made to the authorized representative;

    * no information, complete, reliable or otherwise, was
      supplied, from which the proposal can be evaluated;

    * the Debtors failed to show that the modifications sought are
      necessary to permit their reorganization;

    * the Debtors failed to show assurance that all affected
      parties will be treated fairly and equitably; and

    * no meeting with the affected parties before filing the
      petition occurred.

Mr. Christy says the Committee will:

    -- review and analyze the Debtor' Section 1114 proposal
       to modify the retiree benefits;

    -- confer in good faith to reach mutually satisfactory
       modifications of the retiree benefits; and

    -- represent their interests at a hearing on the Section 1114
       Motion.

Furthermore, Mr. Christy tells the Court that the Committee would
be initially formed to represent the non-CBA retirees.  However,
should the Debtors be successful in modifying or rejecting the
CBA and seek to modify or terminate the retiree benefits of CBA
retirees, then the Committee could be expanded to include them as
well.

                 Objection to Benefits Termination

Twenty-nine retirees have asked the Court to deny the Debtors'
request to terminate their benefit plans.

The retirees are:

     Benefit Plan            Retirees
     ------------            --------
     Employee Death          Buford Robinson
     Benefit Plan            Charles Vining
                             Dan Routzahn
                             Dean Fuller
                             Ed Salter
                             Joseph Collier
                             Julia Jessup
                             Robert Harrison
                             Sadie Vines, on behalf of
                               William Lawson and
                               William Lawson, Jr.
                             Stan Weaver
                             Tex Flippin
                             Thomas Argo
                             Thomas O. Suber

     Retiree                 Ann Pilarski
     Benefit Plan            Beverly Jean Kotwitz
                             Carl E. Francis, on behalf of
                               Judy Francis
                             Cecil Davis
                             Cheryl J. Clisch, on behalf of
                               Margaret J. Bess, widow of
                               James R. Bess
                             Daniel W. Wright
                             Dorothy Andy
                             Dorothy Watkins, widow of
                               James Watkins
                             Gary Soper
                             Irvin Williams
                             Lawrence and Marzena Lodato
                             Maxine and George Dykes
                             Walt and Linda Wilk
                             Walter and Carol Cole
                             William E. Black
                             Terrell Luke

The Retirees contend that they were promised the benefits as a
reward for hard work, dependability and dedication to the
company.

To lose the benefits would be similar to losing earned and
justified employment incentives, the Retirees assert.

                        About Allied Holdings

Headquartered in Decatur, Georgia, Allied Holdings, Inc. (OTC Pink
Sheets: AHIZQ.PK) -- http://www.alliedholdings.com/-- and its  
affiliates provide short-haul services for original equipment
manufacturers and provide logistical services.  The Company and 22
of its affiliates filed for chapter 11 protection on July 31, 2005
(Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537).  Jeffrey W.
Kelley, Esq., at Troutman Sanders, LLP, represents the Debtors in
their restructuring efforts.  Henry S. Miller at Miller Buckfire &
Co., LLC, serves as the Debtors' financial advisor.  Anthony J.
Smits, Esq., at Bingham McCutchen LLP, provides the Official
Committee of Unsecured Creditors with legal advice and Russell A.
Belinsky at Chanin Capital Partners, LLC, provides financial
advisory services to the Committee.  When the Debtors filed for
protection from their creditors, they estimated more than
$100 million in assets and debts. (Allied Holdings Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


ALLIED WASTE: Closes $600 Million Offering of 7-7/8% Senior Notes
-----------------------------------------------------------------
Allied Waste Industries, Inc.'s wholly owned subsidiary, Allied
Waste North America, Inc., successfully completed its private
offering of $600 million in aggregate principal amount of its
7-1/8% Senior Notes due 2016.  Allied Waste has applied the net
proceeds from the sale of the 7-1/8% Notes to purchase up to $600
million of Allied NA's 8-7/8% Senior Notes due 2008 pursuant to
Allied NA's previously announced tender offer.

Allied NA, in connection with its cash tender offer and concurrent
consent solicitation for its 8-7/8% Notes, has received valid
tenders and a sufficient number of consents to adopt the proposed
amendments to the indenture governing the 8-7/8% Notes.  A total
of approximately $581 million, or 97% of the aggregate principal
amount of the 8-7/8% Notes outstanding, were validly tendered and
not withdrawn prior to 5:00 p.m., New York City time, on May 16,
2006.  The tender offer and consent solicitation are scheduled to
expire at 11:59 p.m., New York City time, on May 31, 2006, unless
extended.

Payments for the 8-7/8% Notes validly tendered and not withdrawn
before the Consent Date are being made today, and the proposed
amendments to the indenture governing the 8-7/8% Notes are being
adopted today pursuant to a supplemental indenture.  The
amendments to the indenture will eliminate with respect to the
8-7/8% Notes substantially all of the restrictive covenants and
certain events of default and related provisions and reduce the
required notice period contained in the optional redemption
provisions of the indenture.

Holders of the 8-7/8% Notes can obtain copies of the offer to
purchase and consent solicitation statement and related materials
from the Information Agent:

                      D.F. King & Co., Inc.
           Telephone (800) 848-2998 or (212) 269-5550

Questions regarding the offer and solicitation can be addressed to
either Dealer Manager:

                       UBS Investment Bank
        Telephone (888) 722-9555 x4210 or (203) 719-4210

                               or

           Citigroup Corporate and Investment Banking
           Telephone (800) 558-3745 or (212) 723-6106

None of the representatives or employees of Allied Waste, the
Dealer Managers or the Information Agent makes any recommendations
as to whether or not holders should tender their 8-7/8% Notes
pursuant to the tender offer and no one has been authorized by any
of them to make such recommendations. Holders must make their own
decisions as to whether to tender 8-7/8% Notes and, if so, as to
the principal amount of such 8-7/8% Notes to tender.
    
The tender offer and consent solicitation is being made solely by
the offer to purchase and consent solicitation statement, dated
May 3, 2006.

The 7-1/8% Notes sold by Allied NA have not been registered under
the Securities Act of 1933, as amended, and may not be offered or
sold in the United States absent registration or an applicable
exemption from registration requirements.  The 7-1/8% Notes have
been sold only to qualified institutional buyers under Rule 144A
and outside the United States in compliance with Regulation S
under the Securities Act.

                  About Allied Waste Industries

Based in Scottsdale, Arizona, Allied Waste Industries, Inc.
(NYSE: AW) -- http://www.investor.alliedwaste.com/-- provides   
collection,  recycling and disposal services to residential,
commercial and industrial customers in the United States.  As of
Dec. 31, 2005, the Company operated a network of 310 collection
companies, 166 transfer stations, 169 active landfills and 57
recycling facilities in 37 states and Puerto Rico.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Moody's Investors Service assigned B2 ratings to Allied Waste
North America, Inc.'s $600 million senior secured notes due 2016
and affirmed other long-term debt ratings of Allied Waste North
America and its wholly-owned subsidiary, Browning-Ferris
Industries, Inc., and its parent company Allied Waste Industries,
Inc.  Concurrently, Moody's affirmed Allied Waste's Corporate
Family Rating of B2.  The outlook for the ratings is stable.

At the same time, Fitch disclosed that expects to assign a
'B+/RR3' to Allied Waste Industries' proposed $600 million
offering of 10-year senior secured notes maturing in 2016.  The
Issuer Default Rating for AW is 'B'.  The Rating Outlook is
Stable.

Standard & Poor's Ratings Services also assigned ratings to Allied
Waste North America Inc.'s $600 million senior notes due 2016,
offered under Rule 144A with registration rights.  The notes were
rated 'BB-' (one notch lower than the 'BB' corporate credit rating
on Allied Waste) with a recovery rating of '4', indicating the
expectation for marginal (25%-50%) recovery of principal in the
event of a payment default.  


APHTON CORP: Working Capital Deficit Prompts Going Concern Doubt
----------------------------------------------------------------
Ernst & Young LLP expressed substantial doubt about Aphton Corp.'s
ability to continue as going concern after auditing the company's
financial statement for the year ended Dec. 31, 2005.  The
auditing firm pointed to the company's recurring operating losses
and working capital deficit.

For the year ended Dec. 31, 2005, the company reported a net loss
of $65,486,372 on zero revenues.  This compares to a net loss of
$28,761,838 on zero revenues for the year ended Dec. 31, 2005.

The company reports that its primary sources of funds to finance
its operations are the sale of its equity and convertible
securities and the exercise of outstanding warrants.

For the year ended Dec. 31, 2005, the company said that cash flow
used in operations was $32 million and cash flow used in financing
was $7.1 million.  Furthermore, at Dec. 31, 2005, the company had
cash, cash equivalents and short-term investments totaling
$4.6 million and a working capital deficiency of $2.6 million
compared to cash, cash equivalents and short-term investments
totaling $43.4 million and working capital of $34.3 million at
Dec. 31, 2004.

At Dec. 31, 2005, the company's balance sheet showed $6,775,858 in
total assets and $11,641,182 in total liabilities, resulting in
$4,865,323 of stockholders' deficit.  The company's Dec. 31, 2005,
balance sheet also showed an accumulated deficit of $261,153,466
compared to an accumulated deficit of $195,667,094 at Dec. 31,
2004.

Full-text copies of the company's financial statements for the
year ended Dec. 31, 2005 is available for free at:

           http://ResearchArchives.com/t/s?959

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation is
a global biopharmaceutical company that researches and develops
cancer immunotherapies based on its proprietary active
immunization technology as well as its proprietary and in-licensed
monoclonal antibody technologies.  On Mar. 24, 2005, the company
acquired all of the outstanding equity securities of Igeneon GmbH
(formerly Igeneon AG).  Upon consummation of the acquisition by
the company of Igeneon's equity securities, Igeneon became its
wholly-owned subsidiary.  Igeneon, headquartered in Vienna,
Austria, is a clinical stage biopharmaceutical company.


APX HOLDINGS: Taps Frederic Antoun as Special Contracts Counsel
---------------------------------------------------------------
APX Holdings, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
authority to employ Frederic G. Antoun, Jr., Esq., as their
special government contracts counsel, nunc pro tunc to
March 16, 2006.

The Debtors tell the Court that they have been continuing limited
operations to serve the U.S. Government on behalf of the Veterans
Administration.  Pursuant to a contract, the Debtors ship
prescription medication to patients of the VA nationwide under the
VA's prescription medication program.  

The Debtors disclose that Mr. Antoun will assist in the
administration, interpretation, and possible modification of the
VA contract.  Mr. Antoun tells the Court that he will provide
these services to the Debtor at an hourly rate of $250.  Mr.
Antoun also assures the Court that he is "disinterested" as that
term is defined in Section 101(14) of the Bankruptcy Code.

Mr. Antoun can be reached at:

      Frederic G. Antoun, Jr., Esq.
      14 North Main Street, Suite 406
      Chambersburg, Pennsylvania 17201-2295

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  David W. Meadows,
Esq., and Rodger M. Landau, Esq., represent the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more than
$100 million.


APX HOLDINGS: Taps CB Richard as Real Property Lease Consultants
----------------------------------------------------------------
APX Holdings, LLC and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Central District of California for
permission to employ CB Richard Ellis as their residential real
property consultants, nunc pro tunc to March 24, 2006.

The Debtors disclose that prior to filing for bankruptcy, they
were party to approximately 62 non-residential real property
leases.  CB Richard will assist the Debtor in analyzing and
determining whether there is sufficient value in any of the leases
to justify the marketing of the leases.

Joshua Bonwell, a senior associate at CB Richard, tells the Court
the he will bill $250 per hour for this engagement.  He adds that
the Firm does not hold a retainer from the Debtors.

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

Headquartered in Santa Fe Springs, California, APX Holdings LLC
-- http://www.shipapx.com/-- provides small parcel and freight
delivery services to high volume commercial customers.  The Debtor
and eight of its affiliates filed for chapter 11 protection on
Mar. 16, 2006 (Bankr. C.D. Calif. Case No. 06-10875).  Martin R.
Barash, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, represents
the Debtors in their restructuring efforts.  David W. Meadows,
Esq., and Rodger M. Landau, Esq., represent the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they estimated assets and debts of more than
$100 million.


ARCH CAPITAL: Plans Public Offering of $125 Mil. Preferred Shares
-----------------------------------------------------------------
Arch Capital Group Ltd. (NASDAQ:ACGL) agreed to sell in an
underwritten public offering $125 million aggregate liquidation
preference of its 7.875% Non-Cumulative Preferred Shares, Series
B, with a liquidation preference of $25 per share.  The Company
intends to use the net proceeds of the offering for general
corporate purposes, including contributions to the capital of its
wholly owned insurance and reinsurance subsidiaries to support
their underwriting activities.

The Company may redeem all or a portion of the preferred shares at
a redemption price of $25 per share on or after May 15, 2011.  The
preferred shares have been rated Baa3 by Moody's Investors
Service, BB+ by Standard & Poor's and BBB- by Fitch Ratings.  The
Company intends to apply to have the preferred shares listed on
the NYSE under the symbol "ARHPRB."

The offering is being led by Merrill Lynch & Co., Citigroup,
JPMorgan and Wachovia Securities, as joint book-running managers.  
Credit Suisse and UBS Investment Bank are senior co-managers for
the offering.

When available, copies of the prospectus supplement and base
prospectus relating to the offering may be obtained from:

     Merrill Lynch & Co.
     4 World Financial Center
     New York, NY 10080

              or

     Citigroup Global Markets Inc.
     Brooklyn Army Terminal
     140 58th Street, 8th Floor
     Brooklyn, NY 11220

              or

     J. P. Morgan Securities Inc.
     270 Park Avenue
     New York, NY 10017

Arch Capital Group Ltd. is a Bermuda public limited liability
company with approximately $3.05 billion in capital at March 31,
2006 and, through operations in Bermuda, the United States, Europe
and Canada, writes insurance and reinsurance on a worldwide basis.


ARLINGTON HOSPITALITY: Has Sole Right to File Plan Until June 30
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
further extended, until June 30, 2006, the exclusive period within
which Arlington Hospitality Inc. and its debtor-affiliates can
file a chapter 11 plan.  The Court also gave the Debtors until
Aug. 31, 2006, to solicit acceptances of that plan.

The Debtors recently closed the sale of substantially all of their
business assets to Sunburst Hospitality, Inc.  The Debtors believe
that the appropriate manner to wind down the estates will likely
be through an orderly plan of liquidation they will propose.  The
Debtors say they are currently engaged in discussions with the
various constituents in their cases, including the Official
Committee of Unsecured Creditors, to determine how best to tailor
a plan of liquidation to benefit the interests of the estates'
creditors.

Headquartered in Arlington Heights, Illinois, Arlington
Hospitality, Inc., and its affiliates develop and construct
limited service hotels and own, operate, manage and sell those
hotels.  The Debtors operate 15 AmeriHost Inn Hotels under leases
from PMC Commercial Trust.  Arlington Hospitality, Inc., serves as
a guarantor under these leases.  Arlington Inns Inc., an
affiliate, filed for bankruptcy protection on June 22, 2005
(Bankr. N.D. Ill. Case No. 05-24749), the Honorable A. Benjamin
Goldgar presiding.  Arlington Hospitality and additional debtor-
affiliates filed for chapter 11 protection on Aug. 31, 2005
(Bankr. N.D. Ill. Lead Case No. 05-34885).  Catherine L. Steege,
Esq., at Jenner & Block LLP, provides the Debtors with legal
advice and Chanin Capital LLC serves as the company's investment
banker.  David W. Wirt, Esq., at Winston & Strawn, represents the
Official Committee of Unsecured Creditors.  As of March 31, 2005,
Arlington Hospitality reported $99 million in total assets and
$94 million in total debts.


AXM PHARMA: Files Amended 2005 Financial Statements
---------------------------------------------------
AXM Pharma, Inc., filed its amended financial statements on Form
10-KSB for the year ended Dec. 31, 2005, with the Securities and
Exchange Commission on May 1, 2006.

The Company reported a $11,088,281 net loss on $2,021,728 of
revenues for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $13,729,011
in total assets, $9,639,604 in total liabilities, and $4,089,407
in stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $4,060,321 in total current assets available to pay
$9,639,604 in total current liabilities coming due within the next
12 months.

                      Loss of Sunkist License

In 2004, the Company entered into a Trademark Licensing
Agreement with Sunkist Growers Inc. that granted the Company
exclusive rights to manufacture, market and sell certain vitamin
and vitamin supplements under the Sunkist brand name and trademark
until December 2005 in Hong Kong, Taiwan and Macau and until
December 2008 in China.

Sales under these licenses accounted for approximately 60% of the
Company's total sales in 2005.  The agreement also granted a right
of first refusal for any territory in the rest of Asia where
Sunkist does not currently license the product categories covered
by the agreement with the Company.

Under the terms of the agreement, the Company is required to
achieve certain sales targets each year, for each category of
product licensed under the agreement.

In order to support the Sunkist license agreement, the Company
entered into distribution agreements with Zuellig Pharma Ltd. and
Zuellig & Woo (Hong Kong) Co., Ltd. in March 2005 for distribution
of the Sunkist brand products in China, Hong Kong, Macau and
Taiwan.

In addition, the Company entered into agreements with Kerryflex
Supply Chain Solutions Limited and executed a Memorandum of
Understanding with DKSH Taiwan Limited, to distribute the Sunkist
brand products in Hong Kong and Taiwan.  

In October 2005, the Company terminated the distribution agreement
with Zuellig Pharma, Inc., and Zuellig & Woo (Hong Kong) Co., Ltd.

The Company failed to achieve certain minimum sales targets during
2004 and 2005 for each category of product and failed to pay the
minimum royalties stipulated under the license agreement.  

As a result, Sunkist terminated its agreement with the company for
sale of products in China on Feb. 20, 2006.  The separate license
agreement with Sunkist relating to rights to sell certain products
in Hong Kong, Macau and Taiwan expired on its stated termination
date in December 2005 and has not been renewed.

Sunkist has notified the Company that it is in default with
respect to minimum royalties and has demanded payment of $368,000.

                         SEC Investigation

The SEC is currently conducting an investigation of the Company's
restatement of its June 30, 2005, financial statements.  Under
prior management, the Company recorded approximately $2.8 million
of revenues related to the sale of Sunkist-branded products
through its distributor, Zuellig.  

These revenues constituted substantially all of the Company's
revenues for the quarter ended June 30, 2005.  

In October 2005, under current management, the Company determined
that those sales were in substance consignment arrangements.  The
Company could not determine if it could collect past due accounts
since collections were not due until the distributors shipped the
products; therefore, the Company should not have recognized any
revenues from those sales.  

The Company reported this matter to the SEC.  The SEC decided to
conduct an investigation to determine if the Company and others
may have violated the reporting, anti-fraud, accounting and other
provisions of the federal securities laws.

The investigation is in a relatively early stage and the Company
cannot predict its outcome.  The Company is fully cooperating with
the SEC in this investigation.

                       Going Concern Doubt

Lopez, Blevins, Bork & Associates, LLP, in Houston, Texas, raised
substantial doubt about AXM Pharma, 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 losses and need for additional
capital.

A full-text copy of the Company's 2005 Annual Report is available
for free http://ResearchArchives.com/t/s?969

Headquartered in City of Industry, California, AXM Pharma, Inc.
(AMEX: AXJ) -- http://www.axmpharma.com/-- through its wholly  
owned subsidiary, AXM Pharma Shenyang, Inc., is a manufacturer
of proprietary and generic pharmaceutical products, which include
injectables, capsules, tablets, liquids and medicated skin
products for export and domestic Chinese sales.  AXM Shenyang
is located in the City of Shenyang, in the Province of Liaoning,
China.  AXM Shenyang has an operating history of approximately
10 years.


BOBLEY-HARMANN: Case Summary & 13 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Bobley-Harmann Corporation
        95 Hopper Street, Suite 1
        Westbury, New York 11590

Bankruptcy Case No.: 06-71089

Type of Business: The Debtor specializes in product design and
                  marketing methodologies, and develops market
                  strategies and quality product lines for leading
                  industries.  See http://www.bobley.com

Chapter 11 Petition Date: May 17, 2006

Court: Eastern District of New York (Central Islip)

Debtor's Counsel: Erica R. Feynman, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue
                  Harrison, New York 10528
                  Tel: (914) 381-7400

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                              Claim Amount
   ------                              ------------
   R.R. Donnelley                          $824,100
   Receivables, Inc.
   P.O. Box 13654
   Newark, NJ 07188-0001
   
   Banta Direct Marketing Group            $193,023
   Drake Oak Brook Plaza
   2215 York Road, Suite 400
   Oak Brook, IL 60523
   
   Colefax Envelope Corp.                  $169,431
   951 Commerce Court
   Buffalo, IL 60089-2375
   
   Sears Roebuck and Company               $135,953
   
   Beech International, Inc.                $17,710
   
   Charles Letts & Co. Ltd.                  $9,667
   
   American Spirit Graphics Corp.            $8,640
   
   Smartlink (USA), Inc.                     $3,496
   
   Pencoa                                    $3,396
   
   P3 Media Group, Inc.                      $1,421
   
   PIC                                         $645
   
   NexTag, Inc.                                $325
   
   North Shore Agency, Inc.                     $76


BRIAR CONSTRUCTION: Voluntary Chapter 11 Case Summary
-----------------------------------------------------
Debtor: Briar Construction Corp.
        707 Sharrotts Road
        Staten Island, New York 10309

Bankruptcy Case No.: 06-41627

Type of Business: The Debtor is a professional home builder and
                  renovator.  See http://www.briarconstruction.com

Chapter 11 Petition Date: May 18, 2006

Court: Eastern District of New York (Brooklyn)

Debtor's Counsel: Jonathan S. Pasternak, Esq.
                  Rattet, Pasternak & Gordon Oliver, LLP
                  550 Mamaroneck Avenue, Suite 510
                  Harrison, New York 10528
                  Tel: (914) 381-7400
                  Fax: (914) 381-7406

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

Estimated Debts:  $1 Million to $10 Million

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

BROOKS AUTOMATION: Bondholders Send Notice of Non-Compliance
------------------------------------------------------------
Brooks Automation, Inc., disclosed that on May 15, 2006, holders
of more than 25% of the aggregate outstanding principal amount of
its 4.75% Convertible Subordinated Notes due 2008 notified the
Company that its previously announced failure to file its
Quarterly Report on Form 10-Q for the period ended March 31, 2006
on a timely basis represented a breach of its obligations under
the indenture governing the notes.

An Event of Default will occur under the indenture if Brooks fails
to cure this default within 60 days.  If such an Event of Default
were to occur, the trustee under the indenture or the holders of
at least 25% in aggregate outstanding principal amount of notes
may accelerate the maturity of the notes.

As of March 31, 2006, Brooks held approximately $373 million of
cash and marketable securities, and the notes currently have an
aggregate outstanding principal amount of $175 million.  Brooks
believes that after any required repayment of the notes, its
existing resources will be adequate to fund its currently planned
working capital and capital expenditure requirements for both the
short and long term.

Brooks Automation, Inc. (Nasdaq: BRKS) --- http://www.brooks.com/
-- is a leading worldwide provider of automation solutions and
integrated subsystems to the global semiconductor and related
industries.  The company's advanced offerings in hardware,
software and services can help customers improve manufacturing
efficiencies, accelerate time-to-market and reduce cost of
ownership.  Brooks' products and global services are used in
virtually every semiconductor fab in the world as well as in a
number of diverse industries outside of semiconductor
manufacturing.


BURGER KING: Prices 25 Mil. Common Stock Offering at $17 per Share
------------------------------------------------------------------
Burger King Holdings, Inc., reported the pricing of its initial
public offering of 25,000,000 shares of common stock, at a price
of $17 per share.  The shares will be listed on the New York Stock
Exchange and will trade under the symbol "BKC" beginning
May 18, 2006.  The 25,000,000 shares will be sold by the company.  
The underwriters have an option to purchase up to an additional
3,750,000 shares from the selling stockholders at the initial
public offering price less the underwriting discount.

The Company expects to receive net proceeds of approximately
$393 million from the offering and intends to use the net proceeds
for repayment of $350 million of outstanding debt related to the
company's senior secured credit facility with the balance used for
general business purposes. The Company will not receive any
proceeds from a sale of the shares by the selling stockholders if
the underwriters exercise their option to purchase additional
shares.  Following this offering, Burger King Holdings, Inc. will
remain majority-owned by the equity sponsor group comprised of
Texas Pacific Group, Bain Capital Partners and the Goldman Sachs
Funds.

J.P. Morgan Securities Inc., Citigroup Global Markets Inc.,
Goldman, Sachs & Co. and Morgan Stanley & Co. Incorporated have
acted as joint book-running managers for the offering.

A copy of the Burger King Holdings, Inc. final prospectus related
to this offering, when available, may be obtained by contacting:

    J.P. Morgan Securities Inc.
    Distribution & Support Service
    Northeast Statement Processing
    4 Chase Metrotech Center, CS Level
    Brooklyn, NY  11245
    Telephone (718) 242-8002

    Citigroup Global Markets Inc.
    Prospectus Department
    140 58th Street
    Brooklyn, NY 11220
    Telephone (718) 765-6732

    Goldman, Sachs & Co.
    Prospectus Department
    85 Broad Street
    New York, NY 10004
    Fax (212) 902-9316

    Morgan Stanley & Co. Incorporated
    180 Varick Street
    New York, NY 10014

                        About Burger King

Miami, Fla.-based, The Burger King -- http://www.burgerking.com/
-- operates more than 11,000 restaurants in more than 60 countries
and territories worldwide.  Approximately 90% of Burger King
restaurants are owned and operated by independent franchisees,
many of them family-owned operations that have been in business
for decades.  Burger King Holdings Inc., the parent Company, is
private and independently owned by an equity sponsor group
comprised of Texas Pacific Group, Bain Capital and Goldman Sachs
Capital Partners.

                         *     *     *

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Moody's Investors Service assigned a Ba2 rating to Burger King
Corporation's proposed $350 million senior secured term loan B
add-on facility.  Moody's also affirmed the company's Ba2
corporate family rating as well as the Ba2 rating assigned to
BKC's $250 million senior secured term loan A; $750 million senior
secured term loan B; and $150 million senior secured revolving
credit facility.  In addition, Moody's changed the outlook for BKC
to negative from stable.

As reported in the Troubled Company Reporter on Feb. 6, 2006,
Standard & Poor's Ratings Services assigned its 'B+' rating to
Burger King Corp.'s proposed $350 million add-on to its existing
secured term loan B, which matures in 2012.   The recovery rating
on the company's $1.496 billion credit facility was lowered to '3'
from '2'.  The rating and recovery rating indicate the expectation
for meaningful (50%-80%) recovery of principal in the event of a
payment default.  At the same time, Standard & Poor's placed its
ratings on Burger King, including the 'B+' corporate credit and
bank loan ratings, on CreditWatch with positive implications.


CACI INTERNATIONAL: Refutes BAE Systems Takeover Talks
------------------------------------------------------
CACI International Inc. reported that recent reports in the
financial press regarding alleged "takeover talks" between CACI
and BAE Systems have unexpectedly caused a number of CACI's
federal government clients to raise concerns about potential
conflicts of interest with the work CACI is currently performing
for those clients in the event there were a BAE acquisition of
CACI.

In order to address the concerns of its federal government
clients, CACI disclosed that it is not and has not been in
discussions with BAE Systems regarding a possible business
combination, and has not authorized anyone to engage in such
discussions on its behalf.

CACI International Inc. (NYSE: CAI) -- http://www.caci.com/--  
provides the IT and network solutions for defense, intelligence,
and e-government.  CACI, a member of the Russell 1000 and S&P
SmallCap 600 indices, provides dynamic careers for approximately
9,500 employees working in over 100 offices in the U.S. and
Europe.

                         *     *     *

Moody's Investors Service assigned CACI a Ba2 Long-term Corporate
Family Rating and a Ba2 Bank Loan Debt Rating on April 1, 2004.
Standard & Poor's assigned a BB Long-term Foreign Issuer Credit
Rating and a BB Long-term Local Issuer Credit Rating to CACI on
March 30, 2004.


CALPINE CORP: Court Approves ICF Consulting as Energy Advisor
-------------------------------------------------------------
The Official Committee of Unsecured Creditors of Calpine Corp. and
its debtor-affiliates obtained permission from the U.S. Bankruptcy
Court for the Southern District of New York to employ ICF
Consulting Group, Inc. as energy markets advisor, nunc pro tunc to
Feb. 3, 2006.  The Court also approved the terms of ICF's
employment, including the proposed fee structure and the
indemnification and contribution provisions in the Engagement
Letter.

ICF Consulting is expected to:

   (a) review and monitor the Debtors' trading and marketing
       activities;

   (b) review the Debtors' business plans and associated
       activities like asset divestitures and marketing plans
       with a focus on energy markets related issues;

   (c) conduct forward market assessments for power and natural
       gas;

   (d) conduct portfolio analysis and asset valuation;

   (e) prepare for and providing expert testimony, as necessary
       and appropriate; and

   (f) participate in meetings and conference calls.

Judah L. Rose, a managing director at ICF Consulting, discloses
that the Firm's professionals bill:

                Professional          Hourly Rate
                ------------          -----------
                Managing Director        $440
                Director                 $360
                Principal                $310
                Senior Manager           $265
                Manager                  $235
                Senior Consultant        $190
                Consultant               $170
                Analyst                  $155
                Researcher               $140
                Administrator            $120
                Assistant                $100

On a final basis, ICF Consulting is authorized to receive:

   (1) its hourly advisory fees as set forth in the Engagement
       Letter; and

   (2) reimbursement of expenses -- other than any expenses that
       may be incurred in obtaining an option of outside counsel
       in connection with the provision of services to, or for
       the benefit of, the Committee -- which in each case will
       not be subject to challenge except under the standard of
       review set forth in Section 328(a) of the Bankruptcy Code.

Mr. Rose asserts that the firm is a "disinterested person" within
the meaning of Section 101(14) of the Bankruptcy Code.  It holds
no interest adverse to the Debtors and their estates in the
matters for which ICF Consulting is to be employed.

                      About ICF Consulting

Headquartered in Fairfax, Virginia, ICF Consulting Group, Inc. --
http://www.icfconsulting.com/-- is a management, technology, and  
policy consulting firm that develops solutions to complex issues
related to defense, energy, environment, homeland security, social
programs, and transportation.

                       About Calpine Corp.

Headquartered in San Jose, California, Calpine Corporation --
http://www.calpine.com/-- supplies customers and communities with      
electricity from clean, efficient, natural gas-fired and
geothermal power plants.  Calpine owns, leases and operates
integrated systems of plants in 21 U.S. states and in three
Canadian provinces.  Its customized products and services include
wholesale and retail electricity, gas turbine components and
services, energy management and a wide range of power plant
engineering, construction and maintenance and operational
services.  The Company filed for chapter 11 protection on Dec. 20,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200).  Richard M. Cieri,
Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert
G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in
their restructuring efforts.  Michael S. Stamer, Esq., at Akin
Gump Strauss Hauer & Feld LLP, represents the Official Committee
of Unsecured Creditors.  As of Dec. 19, 2005, the Debtors listed
$26,628,755,663 in total assets and $22,535,577,121 in total
liabilities.  (Calpine Bankruptcy News, Issue No. 15; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CARDSYSTEMS SOLUTIONS: Taps Mesch Clark as Bankruptcy Counsel
-------------------------------------------------------------
Cardsystems Solutions, Inc., asks the U.S. Bankruptcy Court for
the District of Arizona for permission to hire Mesch, Clark &
Rothschild, P.C., as its bankruptcy counsel.  

MC&R will:

   (a) give the Debtor legal advise with respect to its powers and
       duties in the continued operation and management of its
       property;

   (b) advise the Debtor and to represent it with regards to
       general corporate matters, probate, guardianship and
       conservatorship matters;

   (c) take necessary action to recover certain property and money
       owed to the Debtor, if necessary;

   (d) represent the Debtor in litigation;

   (e) prepare, on behalf of the Debtor, the necessary
       application, answers, complaints, order, reports,
       disclosure statement, plan of reorganization, motions and
       other legal papers;

   (f) perform all other legal services that the Debtor deems
       necessary.

Lowell E. Rothschild, Esq., a partner at the firm, discloses that
he charges $350 per hour for his services.  He added that these
firm professionals charge:

         Professional                    Hourly Rate
         ------------                    -----------
         Michael McGrath                     $350
         Frederick J. Peterson               $275
         Partners                        $210 - $350
         Associates                      $190 - $210
         Paralegals                          $125
         Law Clerks                          $ 75
         Legal Clerk Assistants              $ 75

Mr. Rothschild assures the Court that his firm and its
professionals do not hold material interest adverse to the Debtor
and are "disinterested" as defined in Section 101(14) of the
Bankruptcy Code.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. --
http://www.cardsystems.com/-- is a subsidiary of the electronic  
payment solutions company Pay By Touch Payment Solutions, LLC --
http://www.paybytouch.com/Pay By Touch is a global leader of  
biometric authentication, loyalty & membership, and provides
convenient and secured payment electronic transactions for
businesses and consumers.  The Company filed for bankruptcy
protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515).  
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy protection, it disclosed assets
amounting to $13,087,515 and debts totaling $23,860,343.


CARDSYSTEMS SOLUTIONS: Wants Court to Set Proofs of Claim Bar Date
------------------------------------------------------------------
Cardsystems Solutions, Inc., asks the U.S. Bankruptcy Court for
the District of Arizona to set a deadline on filing proofs of
claims against its estate.

Lowell E. Rothschild, Esq., at Mesch, Clark & Rothschild, PC,
contends that the Debtor needs to know the full extent of its
liabilities to proceed with its liquidation.  The Debtor proposes
that the bar date be set 30 days from the scheduled mailing and
publication of the bar date notice.  The proposed bar date include
claims from government agencies, Mr. Rothschild added.

The Debtor, through its chapter 11 plan of reorganization filed
with the Court, has formulated a claims resolution process, for
all claims against the estate including all those arising from the
May 2005 security incident, to be liquidated and paid through the
Bankruptcy Court.  

A security breach in the Debtor's systems in May 2005 prompted a
handful of lawsuits, including actions from credit card issuers
using the Debtor's system, that led to the Debtor's bankruptcy
filing.

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. --
http://www.cardsystems.com/-- is a subsidiary of the electronic  
payment solutions company Pay By Touch Payment Solutions, LLC --
http://www.paybytouch.com/Pay By Touch is a global leader of  
biometric authentication, loyalty & membership, and provides
convenient and secured payment electronic transactions for
businesses and consumers.  The Company filed for bankruptcy
protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515).  
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy protection, it disclosed assets
amounting to $13,087,515 and debts totaling $23,860,343.


CARDSYSTEMS SOLUTIONS: Files Ch. 11 Plan & Disclosure Statement
---------------------------------------------------------------
Cardsystems Solutions, Inc., filed its chapter 11 plan of
reorganization and an accompanying disclosure statement with the
U.S. Bankruptcy Court for the District of Arizona on May 12, 2006.

Lowell E. Rothschild, Esq., at Mesch, Clark & Rothschild, PC,
reminded the Court that a security breach in the Debtor's systems
in May 2005 prompted a handful of lawsuits, including actions from
credit card issuers using the Debtor's system, that led to the
Debtor's bankruptcy filing.  The Debtor's assets are being quickly
eroded by attorney's fees related to the various pending
litigations, Mr. Rothschild pointed out.  The Debtor, through its
Plan, has formulated a claims resolution process, for all claims
against the estate including all those arising from the May 2005
security incident, to be liquidated and paid through the
Bankruptcy Court.  

The Plan requires that all claimants who have suffered damages,
including all issuing banks who claimed they were damaged by the
security incident, must file and liquidate their claims in the
Bankruptcy Court.  Similarly, any bank claiming indemnity rights
against the Debtor arising from the security breach, must
liquidate their claims in the Bankruptcy Court.  Instead of
litigating the various lawsuits all over the country, the Debtor
proposed the Plan for the orderly liquidation of claims against it
and prompt payment of creditors, once claims are liquidated.  

If the funds are insufficient to pay any class of creditors in
full, the claimants will receive a pro-rata distribution from the
funds of the Debtor's assets.  

The Plan will be funded by the Debtor's cash on hand, proceeds
from the sale of the Debtor's property, collection of receivables,
recovery on litigation claims, and recovery of avoidable
transfers.  The Debtor is also insured under a $5 million
liability insurance policy, which may provide coverage for some
claims asserted.  

Edward B. Berger will be named as liquidating agent to collect,
administer and distribute all remaining property of the Debtor's
estate.  

The Debtor has no secured claims.  All claims stems from the
various lawsuits.  The Debtor classified these claims into two.
Class 5 claims consisting of plaintiffs electing to release third
parties will be paid first.  Plaintiffs who opt not to release
third parties are grouped under Class 6 and will be paid after
class 5 claimants will be paid in full.  If there is anything left
after class 6 claimants are paid, it will go to the equityholders.  

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

http://www.researcharchives.com/bin/download?id=060518211544

Headquartered in Sonoita, Arizona, Cardsystems Solutions, Inc. --
http://www.cardsystems.com/-- is a subsidiary of the electronic  
payment solutions company Pay By Touch Payment Solutions, LLC --
http://www.paybytouch.com/Pay By Touch is a global leader of  
biometric authentication, loyalty & membership, and provides
convenient and secured payment electronic transactions for
businesses and consumers.  The Company filed for bankruptcy
protection on May 12, 2006 (Bankr. D. Ariz. Case No. 06-00515).  
Frederick J. Petersen, Esq., at Mesch, Clark & Rothschild, P.C.,
represent the Debtor in its restructuring efforts.  When the
Debtor filed for bankruptcy protection, it disclosed assets
amounting to $13,087,515 and debts totaling $23,860,343.


CENTRAL PARK: Creditors Must File Proofs of Claim by July 31
------------------------------------------------------------
The Honorable Dennis E. Milton of the U.S. Bankruptcy Court for
the Eastern District of New York set July 31, 2006, as the
deadline for all creditors owed money by Central Park East Estate,
Inc., on account of claims arising prior to Dec. 19, 2003, to file
their proofs of claim.

Creditors must file written proofs of claim on or before the
July 31 Claims Bar Date and those forms must be delivered by first
class mail, by hand or overnight courier service to:

              The Clerk of the Bankruptcy Court
              Eastern District of New York
              271 Cadman Plaza East
              Brooklyn, NY 11201
    
Headquartered in Staten Island, New York, Central Park East
Estates Inc., is in the business of Real Estate for homes, active
communities and properties.  The Company filed for chapter 11
protection on Dec. 19, 2003 (Bankr. E.D.N.Y. Case No. 03-26939).  
David J Doyaga, Esq., at Doyaga & Schaefer represents the Debtors
in their restructuring efforts.  No Official Committee of
Unsecured Creditors has been appointed in the Debtor's case.  When
the Debtors filed for protection from their creditors, they listed
$8,500,000 in total assets and $5,318,515 in total debts.


CITGO PETROLEUM: Closing 14,000+ Gas Stations After Refinery Sale
-----------------------------------------------------------------
CITGO Petroleum Corporation may close 14,000 or more of its gas
stations after the sale of some of its refining capacity, Reuters
reports.  

The Company is selling up to a quarter of its refining assets,
which churns out 865,000 barrels of oil.  The possible sale
includes facilities in Houston, New Jersey and Georgia.  The
Houston refinery is 59%-owned by Lyondell Chemical Company.  As
reported in the Troubled Company Reporter Latin America on April
26, 2006, Valero Energy Corporation said it would consider buying
the Houston refinery for an undisclosed amount.  Petroleo
Brasileiro SA is also a likely buyer.  The Houston refinery is
estimated to fetch between $3.5 billion to $5 billion.

The Company's parent, PDV America, clarified that the Company will
not dispose its other refinery assets aside from the three
facilities.

                          About Citgo

Headquartered in Houston, Texas, CITGO Petroleum Corporation --
http://www.citgo.com/--  is owned by PDV America, an indirect,  
wholly owned subsidiary of Petroleos de Venezuela S.A., the state-
owned oil company of Venezuela.

PDVSA is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical and coal industry, as
well as planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad.

                         *     *     *

As reported at the Troubled Company Reporter on Feb. 16, 2006,
Standard and Poor's Ratings Services assigned a 'BB' rating on
CITGO Petroleum Corp.


CITY OF AURORA: Moody's Junks Rating on $17.1 Million Senior Bonds
------------------------------------------------------------------
On February 17, 2006, Moody's Investors Service took these rating
actions on the Housing Authority of the City of Aurora Multi-
Family Housing Revenue Bonds:

   * The $17.1 million Senior Series 1999 A were downgraded
     to Caa2 from Ba3 and were placed on Watchlist with direction
     uncertain;

   * The $2.045 million Subordinate Series 1999 C were downgraded
     to Ca from B3;

   * the outlook on these bonds remain negative.

The rating actions were taken in conjunction with the receipt by
Moody's of certain information from the trustee and the borrower.
The January 1, 2006 debt service payment due on the Senior Series
1999 A bonds was made in full.  However, the debt service payment
on the Subordinate Series 1999 C Bonds was not made.

On January 1, 2006, the debt service reserve funds for both series
were fully funded; however, the trustee elected not to tap the
Subordinate Series 1999 C debt service reserve fund for payment to
the bondholders.

The rating on the Senior Series 1999 A bonds remains on Watchlist,
with direction uncertain, because of continued uncertainty
regarding the use of the Senior Series 1999 A debt service reserve
fund to cover any shortfalls on the next interest payment date.

On April 11, 2006, the trustee sent a notice to the bondholders
and notified bondholders of a partial interest payment on April
17, representing interest due on the Subordinate Series 1999 C
bonds as of January 1, 2006, utilizing the revenues received from
the borrower and investment income received after January 1, 2006.

In that notice, the trustee stated that there will be no
withdrawal from the Subordinate Series 1999 C debt service reserve
fund "to ensure availability of funds to cover costs and expenses
in administering the default".  As stated in Moody's report of
February 17, 2006, February and March 2006 property revenues were
withheld from the trustee in order to fund capital expenditures of
the project and meet higher than expected operating expenses.

According to the trustee's notice, revenues were scheduled to
resume to the trustee in April.  Depending on payments to be made
during the months of May and June, if any, there is a high
likelihood that there will be a revenue shortfall to pay debt
service on Senior Series 1999 A bonds on July 1, 2006.  Given the
trustee's recent actions on the Subordinate Series 1999 C bonds,
it is not known whether they will tap the debt service reserve
fund to cover the shortfalls on the Senior Series 1999 A bonds.

The River Falls rental property is a 511 unit apartment complex
which houses both low income and market rate tenants.  The
property was built during 1978/79 with funds from a conventional
financing and is composed of 32, two-story buildings.  The
property is located in Aurora, Colorado, 10 miles east of the
Denver Central Business District and 13 miles southwest of the
Denver International Airport.

The bonds are secured by the revenue from the River Falls project.  
The Series A bonds are superior and senior in right of payment as
to any and all collateral which secures the bonds.

Payment of Senior bond principal and interest, as well as the
replenishment of the Senior debt service reserve fund is given
priority in the flow of funds and is Senior to the payment of the
Series C bonds and the replenishment of the Series C debt service
reserve fund.

The unrated Series D bonds are Subordinate to the Series C bonds
and do not receive payment of bond principal and interest until
Series C Debt Service has been paid, as well as replenishment of
the Series C debt service reserve fund.  Any failure to pay
principal and interest on the Series C and Series D bonds will not
cause an event of default on the Series A bonds.

Additionally, any failure to pay principal and interest on the
unrated Series D bonds will not constitute an event of default on
the Series C bonds.

The American Opportunity Foundation is the current owner and
Simpson Property Group, LP continues to act as manager of the
River Falls property.  The owner and property manager have
experience in subsidized housing ownership and management, with
AOF owning a total of 26 properties with 5,816 units and Simpson
Property Group managing over 115 properties with 27,000 units.
Simpson Property Group has marketed and managed the River Falls
property since its completion in 1979.

The Senior Series 1999 A bonds are maintained on watchlist with
direction uncertain.


COLLINS & AIKMAN: Court Modifies D&O Defense Payment Process
------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates previously
obtained relief from the automatic stay to permit insurers to
advance defense costs to directors, officers and employees.  

Pursuant to the D&O Order, prior to advancing any defense costs of
the D&O Beneficiaries or their professionals, the relevant
professional has to submit to the U.S. Bankruptcy Court for the
Eastern District of Michigan and the Core Group copies of all
billings and invoices for which payment is ought.

Subsequent to the entry of the D&O Order, the Debtors, after
discussions with the Clerk of the Court, the Official Committee
of Unsecured Creditors and counsel representing certain of the
D&O Beneficiaries, determined that amending the D&O Order to
limit service of the invoices to (a) the Debtors, (b) the
Committee and (c) the agents for the Debtors' senior secured
lenders would be in the interests of all parties and the Debtors'
estates.

Ray C. Schrock, Esq., at Kirkland & Ellis LLP, explains that
limiting service of the invoices will alleviate the expense and
burden on each relevant professional -- which costs are passed on
to the D&O Policy -- of having to serve invoices on all members
of the core notice group -- approximately 200 parties -- and file
the same invoices with the Court, while still allowing the
primary constituencies in the Chapter 11 cases to monitor the
defense costs.

The amended service procedures would also reduce the
administrative inconvenience associated with the counsel filing
numerous invoices with the Court.

Accordingly, at the Debtors' request, Judge Rhodes modifies the
D&O Order, directing that prior to advancing any defense costs of
the D&O Beneficiaries or their professionals, the relevant
professional is to submit copies of any invoices for which
payment is sought to (a) the Debtors, (b) the Creditors Committee
and (c) the Agents to the Lenders.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit  
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CORONADO INDUSTRIES: Semple & Cooper Raises Going Concern Doubt
---------------------------------------------------------------
Semple & Cooper, LLP, expressed substantial doubt about Coronado
Industries, Inc.'s ability to continue as a going concern after
auditing the company's financial statement for the year ended Dec.
31, 2005.  The auditing firm pointed to the company's operating
losses and negative working capital.

For the year ended Dec. 31, 2005, the company reported a net loss
of $2,258,179 on $109,330 of product revenue.  This compares to a
net loss of $2,094,936 on $41,286 of product revenue for the year
ended Dec. 31, 2004.

The company's Dec. 31, 2005, balance sheet showed total assets of
$77,363 and total liabilities of $1,067,498, resulting in a
stockholders' deficit of $990,135.  At Dec. 31, 2005, the
company's balance sheet showed accumulated deficit totaling
$16,207,731.

Full-text copies of the company's financial statements for the
year ended Dec, 31, 2005, is available for free at:

               http://ResearchArchives.com/t/s?964

Coronado Industries, Inc., is a holding company whose business
operations are conducted through its three wholly-owned
subsidiaries.  Its Ophthalmic International, Inc. subsidiary,
manufactures and markets a fixation device with a patented
designed suction ring that treats Open Angle and Pigmentary
glaucoma.  American Glaucoma, Inc., another subsidiary, operated a
glaucoma treatment center in Scottsdale, Arizona from September
1997 to March 1999.  OI, an Arizona limited liability company,
holds the company's patent.


COUNTRYWIDE HOME: Moody's Holds Ba3 Rating on Class B2 Certs.
-------------------------------------------------------------
Moody's Investors Service confirmed the rating on a transaction
issued by Countrywide Home Loans.  The transaction is backed by
sub-prime mortgage loans.

Complete rating action:

Issuer: Countrywide Home Loans Asset Backed Certificates

Confirm:

   * Series 2001-BC1; Class B2, rating confirmed at Ba3


DANA CORP: Insurer Wants Stay Lifted to Assert Counterclaims
------------------------------------------------------------
Before their bankruptcy filing, Dana Corporation and certain of
its debtor-affiliates together with certain non-debtor parties
initiated a state court action seeking, inter alia, a declaration
of coverage under several insurance policies issued by Aetna
Casualty and Surety Company, now known as Travelers Casualty and
Surety Company.

Contesting the coverage claims, Travelers filed a counterclaim
seeking a declaratory judgment establishing that it has no legal
or equitable obligation to pay any amount in connection with the
underlying claims and to determine the parties' respective rights
and obligations to the extent any liability is found against
Travelers, including the parties respective rights and obligations
related to retrospective premiums owed under the Policies.  
Travelers has also asserted an affirmative defense based upon the
retrospective premiums.

Accordingly, Travelers asks the U.S. Bankruptcy Court for the
Southern District of New York to lift the automatic stay to fully
adjudicate the rights and obligations of the parties under the
Policies, including any retrospective premiums owed, and to
exercise its set-off or recoupment rights against any amounts owed
to the Plaintiffs.

Dylan G. Trache, Esq., at Wiley Rein & Fielding LLP, in McLean,
Virginia, asserts that, under the factors articulated by the
Second Circuit in In re Sonnax Industries, Inc., 907 F.2d. 1280,
1286 (2d Cir. 1990), cause exists to grant relief from the
automatic stay.

He asserts that lifting the automatic stay will, among other
things, promote judicial economy by allowing all claims to be
adjudicated before one tribunal and allowing complete resolution
of the coverage issues instead of piecemeal litigation, which
could result in inconsistent judgments.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORPORATION: U.S. Bancorp Wants Dana to Decide on Leases
-------------------------------------------------------------
U.S. Bancorp Equipment Finance, Inc., asks the U.S. Bankruptcy
Court for the Southern District of New York to compel Dana
Corporation to assume or reject the master lease agreement it
entered into with U.S. Bancorp prior to its bankruptcy filing.

U.S. Bancorp also asks the Court to compel Dana to pay and perform
all its past due and future postpetition obligations to U.S.
Bancorp until such time Dana decides to reject the Lease.

Under the Master Lease Agreement, U.S. Bancorp and Dana entered
into three schedules pursuant to which U.S. Bancorp leased
equipment to Dana.  Dana is obligated to make 36 consecutive
monthly payments, with the first due 30 days after Dana's
acceptance of the equipment subject to the Schedules:

    Schedule No.     Acceptance Date       Monthly Payment
    -----------      ---------------       ---------------
    23897B-022-       March 30, 2004               $5,029
    0027343-001

    23897C-022-        June 30, 2004               $8,692
    0027343-002

    23897D-022-        July 28, 2004               $8,492
    0027343-003

According to U.S. Bancorp, Dana defaulted under the Master Lease
and Schedule No. 1 by failing to make the rental installment due
on March 1, 2006.  Dana also defaulted under the Master Lease,
Schedule No. 2 and Schedule No. 3 by failing to make the rental
installments due on February 1, 2006.

Since its bankruptcy filing, the Debtors have failed to make any
payments to U.S. Bancorp in connection with the Lease, U.S.
Bancorp notes.

U.S. Bancorp tells the Court that the 60-day period under Section
365(d)(5) of the Bankruptcy Code is set to expire on May 3, 2006.  
Dana has made no indication as to its intentions to make any
future postpetition payments to U.S. Bancorp in accordance with
the Lease.

Under the Bankruptcy Code, as amended in October 2005, Section
365(d)(4)(A) provides that the Debtors have until the earlier of
(x) 120 days after the Petition Date; or (y) the date of entry of
an order confirming a plan of reorganization, to either assume,
assume and assign or reject unexpired non-residential property
leases.

                      About Dana Corporation

Headquartered in Toledo, Ohio, Dana Corporation --
http://www.dana.com/-- designs and manufactures products for
every major vehicle producer in the world, and supplies
drivetrain, chassis, structural, and engine technologies to those
companies.  Dana employs 46,000 people in 28 countries.  Dana is
focused on being an essential partner to automotive, commercial,
and off-highway vehicle customers, which collectively produce more
than 60 million vehicles annually.  The company and its affiliates
filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y.
Case No. 06-10354).  Corinne Ball, Esq., and Richard H. Engman,
Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey
B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at
Jones Day in Cleveland, Ohio, represent the Debtors.  Henry S.
Miller at Miller Buckfire & Co., LLC, serves as the Debtors'
financial advisor and investment banker.  Ted Stenger from
AlixPartners serves as Dana's Chief Restructuring Officer.  Thomas
Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP,
represents the Official Committee of Unsecured Creditors.  When
the Debtors filed for protection from their creditors, they listed
$7.9 billion in assets and $6.8 billion in liabilities as of Sept.
30, 2005.  (Dana Corporation Bankruptcy News, Issue No. 8;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: Inks Settlement Deal with Furukawa Electric
--------------------------------------------------------
Delphi Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Southern District of New York to approve
their settlement agreement with Furukawa Electric North America
APD, Inc.

Furukawa Electric North America APD, Inc., supplies the Debtors
with SIR coils and connection systems pursuant to various purchase
orders and supply contracts.  In response to demands by Furukawa,
on September 14, 2005, the Debtors made a wire payment of
$2,832,045 to Furukawa.  The Debtors noted in the Wire Request
Form that "Vendor refusing to ship due to press release."

The September Payment represented a gross payment of $2,860,651,
less a 1% early payment discount.  The September Payment satisfied
invoices for goods that were just previously shipped to the
Debtors.

                         Payment Dispute

As a result of an oversight, on October 4, 2005, the Debtors made
a $2,826,506 electronic funds transfer payment to Furukawa.  The
Debtors remitted the October Payment against the same Invoices
that had already been satisfied by the September Payment.

The September Payment and the October Payment were in slightly
different amounts because one invoice for approximately $34,000
was not included in the October Payment.  The October Payment
also did not take credit for a prompt-payment discount.

Furukawa placed the October Payment into a "suspension account",
and the Debtors never provided any instructions to Furukawa
regarding application of the Payment.  As of the Initial Filing
Date, Furukawa had not applied the October Payment to invoices
due and owing from the Debtors to Furukawa.

As previously reported, Furukawa asked the Court to modify the
automatic stay so it may apply the October Payment to an
equivalent amount of prepetition invoices that are unrelated to
the Payment.  The Debtors objected.

The Court subsequently denied the request.

However, avoidance of the October Payment was not before the
Court and, consequently, the Court's Order did not direct
Furukawa to return the Payment to the Debtors.

                      Preferential Transfer

The Debtors asserted that the October Payment is avoidable and
recoverable as, among other things, a preferential transfer
pursuant to Sections 547 and 550 of the Bankruptcy Code.  
Furukawa asserted that the Payment is not avoidable or
recoverable and that, among other things, Furukawa provided
subsequent new value to the Debtors totaling approximately
$799,000.

Delphi disputed the amount of the subsequent new value provided
by Furukawa prior to the Initial Filing Date, and asserted that
it totaled no more than approximately $500,000.

Neil Berger, Esq., at Togut, Segal & Segal LLP, in New York,
tells the Court that the precise amount of Furukawa's subsequent
new value would require additional, time-consuming discovery.  
Furukawa has asserted that it would actively litigate any
avoidance proceeding by the Debtors to recover the October
Payment.

                       Settlement Agreement

After arm's-length negotiations, the Debtors and Furukawa agree
to settle the issue.

Furukawa will return $2,261,205 to the Debtors, and retain
$565,301.  The retained amount will be applied to satisfy
prepetition Furukawa invoices that have been identified by the
Debtors.

Furukawa may amend its proof of claim in the Debtors' case to
reflect the financial terms of the settlement.

The Debtors and Furukawa will exchange releases of claims
pertaining to the Payment.

Under the Settlement Agreement, the Debtors will recover 80% of
the October Payment, Mr. Berger.  Moreover, the Debtors will
avoid the cost, expense and delay of litigation.

The Debtors believe that the settlement and compromise of claims
embodied in the Settlement Agreement is fair and equitable, falls
well within the range of reasonableness.

                  About Delphi Corporation

Headquartered in Troy, Michigan, 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. 24; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELTA AIR: Non-Pilot Retirees' Want Navigant as Financial Advisor
-----------------------------------------------------------------
The Delta Air Lines Section 1114 Committee representing non-pilot
retirees asks the U.S. Bankruptcy Court for the Southern District
of New York for authority to retain Navigant Capital Advisors LLC
as its financial advisors, nunc pro tunc to May 11, 2006.

Neil A. Goteiner, Esq., at Farella Braun + Martel LLP, in San
Francisco, California, asserts that Navigant is highly qualified
to serve as the financial advisor to the Committee.  The firm's
financial advisory services practice consists of senior financial
and management consulting, tax, accounting and other professionals
who specialize in providing financial, business, and strategic
assistance typically in distressed business settings.

Navigant will:

   (a) analyze and comment on operating and cash flow
       projections, business plans, operating results, financial
       statements, other documents and information provided by
       the Debtors' professionals, and other information and data
       pursuant to the Non-Pilot Retirees Committee's request;

   (b) advise and assist the Committee in reviewing the Debtors'
       support information relating to any proposed
       modifications, including historical financial information,
       financial projections and underlying assumptions,  
       retiree-related proposed modifications for each retiree
       class, underlying retiree plan assumptions, and any other
       relevant information deemed appropriate;

   (c) advise the Committee in its examination and analysis of
       any proposed retiree benefit modifications by the Debtors
       that impact the Committee or its constituents;

   (d) meet and negotiate with the Debtors, their advisors and
       counsel regarding proposed modifications, underlying
       assumptions, and support information, and provide expert
       testimony on related matters, as appropriate; and

   (e) perform other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary.

Navigant will be paid on an hourly basis, subject to its
customary rates:

     Professional                            Hourly Rate
     ------------                            -----------
     Managing Director                       $600 to $650
     Director                                $500 to $550
     Associate Director                      $400 to $450
     Managing Consultant                     $300 to $350
     Senior Consultant                       $200 to $275
     Consultant                              $150 to $175
     Paraprofessional                        $100 to $125

Navigant will also seek reimbursement of out-of-pocket expenses.

At a hearing on February 6, 2006, the Court encouraged the Non-
Pilot Retirees Committee, and the Delta Air Lines Section 1114
Committee representing pilot retirees to cooperate to use joint
resources when possible.  However, given conflicting positions
the Retiree Committees may have over the Debtors' suggested cuts
to retirees' medical benefits, the Non-Pilot Retirees Committee
believes that there is a strong need for the Retiree Committees
to retain separate financial advisors.

Kenneth A. Simon, a managing director at Navigant, discloses
that:

   (i) the firm has provided services to parties-in-interest in
       matters unrelated to the Debtors' Chapter 11 cases;

  (ii) certain parties-in-interest are or may be adverse to or
       involved in litigation matters with Navigant and its
       affiliates in connection with matters unrelated to the
       Chapter 11 cases;

(iii) Navigant will not provide any services to creditors of the
       Debtors and various other parties-in-interest, including
       without limitation parties that may be adverse to the
       Debtors, or their attorneys or accountants in matters
       related to these Chapter 11 Cases without prior Court-
       approval; and

  (iv) Navigant has provided, may currently provide and may in
       the future provide services, in matters unrelated to the
       Debtors' Chapter 11 cases, to, among others, Alston &
       Bird LLP; Davis Polk & Wardwell; Hastings, Debevoise &
       Plimpton; Gibson, Dunn & Crutcher LLP; and Hogan & Hartson
       L.L.P.

Mr. Simon assures the Court that Navigant is a "disinterested
person," as that term is defined in Section 101(14) of the
Bankruptcy Code.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Retired Pilots Tap Alvarez & Marsal as Advisor
---------------------------------------------------------
The Official Section 1114 Committee of Retired Pilots asks the
U.S. Bankruptcy Court for the Southern District of New York for
permission to retain Alvarez & Marsal, LLC, as its financial
advisors, nunc pro tunc to April 12, 2006.

The Retired Pilots Committee selected A&M based on its experience
and expertise in providing financial advisory services in similar
airline bankruptcy cases with respect to benefit plan issues.

A&M has also participated in numerous cases, including some of
the largest bankruptcy cases in the country.  Most recently, A&M
provided financial advisory services in Adelphia Communications
Corp., TransTexas Gas Corp., WorldCom and Winn Dixie.

A&M will act as the Retired Pilots Committee's financial advisors
for all matters relating to the review, evaluation and
negotiation of the Debtors' proposals to modify the benefits of
their Retired Pilots.  A&M will:

    a. analyze the Debtors' proposals to the Retired Pilots,
       including assessing the viability of the Debtors' business
       plan and proposed capital structure;

    b. review and analyze the Debtors' proposals as well as their
       treatment of other stakeholders in order to assist the
       Committee in evaluating and gauging whether the proposal
       meets the standards required under the Bankruptcy Code;

    c. assist the Committee to negotiate modifications with the
       Debtors; analyze the financial impact of appropriate
       scenarios including review of actuarial assumptions made
       by the Debtors and obtaining actuarial projections as
       necessary; and liaise with other committees to ensure that
       all alternatives that maximize retiree benefits have been
       pursued;

    d. work with the Committee and its legal counsel to contest
       any efforts by the Debtors to modify benefits without the
       mutual agreement of the Committee;

    e. analyze both the current benefit plans and the underlying
       assumptions used by the Debtors to determine the true
       economic cost of these plans;

    f. compare the pre- and post-proposal benefits offered to
       constituents of the Committee to those that have been
       offered to other relevant parties, including current
       employees, management, etc., and determine:

        -- the absolute and relative economic value to the
           parties prior to the proposed changes;

        -- the absolute and relative economic value to the
           parties with the proposed changes; and

        -- the degree to which the proposed changes alter the
           relative/proportional economic value received by each
           party;

    g. conduct a financial review of all proposed solutions
       against appropriate legislation and tax considerations to
       optimize economic value for the Retired Pilots.  Some of
       the considerations to be examined will include:

         * economic impact of paying healthcare benefits with
           pre-tax dollars;

         * The Healthcare Coverage Tax Credit;

         * Medicare Part "D";

         * the Consolidated Omnibus Budget Reconciliation Act of
           1985; and

         * High Deductible Health Savings Accounts.

    h. meet and negotiate with the Debtors, their advisors and
       counsel regarding the proposed modifications, underlying
       assumptions, and supporting information;

    i. provide expert testimony on related matters, as
       appropriate; and

    j. provide other general business consulting or other
       assistance as the Committee or its counsel may deem
       necessary.

A&M will be paid on hourly rates ranging from $175 to $650 per
hour.  The firm will also be reimbursed for reasonable out-of-
pocket expenses incurred.

A&M professionals expected to be most active in connection with
the engagement and their standard hourly rates are:

     Employee                                    Rates
     --------                                    -----
     Mark Dominick Alvarez, Managing Director    $650
     David Friend, Managing Director             $575
     Ronald M. Winters, Managing Director        $550
     Mark Spitell, Senior Director               $500
     Jonathan Hickman, Director                  $425

Each A&M individual will be limited to 50 billable hours in any
week irrespective of the hours worked.  A&M's monthly fees will
be limited to no more than $250,000 per month.

To the extent A&M's billing in any one month was less than
$250,000 limit, the firm will be allowed to increase the limit in
the succeeding month by one-half of the previous month's
shortfall.

Mark Dominick Alvarez, a managing director at A&M, assures the
Court that the firm is a "disinterested person," as that phrase
is defined in Section 101(14) of the Bankruptcy Code.  The
directors, associates and consultants of A&M do not represent any
person or entity having an interest adverse to the Retired Pilots
Committee in the context of the Debtors' Chapter 11 cases.

                      About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 31; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DIGITAL RECORDERS: Recurring Losses Cue PwC's Going Concern Doubt
-----------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about
Digital Recorders, Inc.'s ability to continue as a going concern
after it audited the company's financial statement for the year
ended Dec. 31, 2005.  The auditing firm pointed to the Company's
recurring losses from operations and accumulated deficit.

For the year ended Dec. 31, 2005, the company reported net loss of
$5,924,000 on $45,345,000 of net sales.  This compares to a
$3,192,000 net loss on $47,773,000 of net sales for the year ended
Dec. 31, 2004.

At Dec. 31, 2005, the company's balance sheet showed total assets
of $33,548,000 and shareholders' equity of $17,566,000.  The
company's balance sheet also showed an accumulated deficit of
$18,520,000 compared to an accumulated deficit of $12,596,000 at
Dec. 31, 2004.

A full-text copy of the company's financial statement for the year
ended Dec. 31, 2005, is available for free at:

               http://ResearchArchives.com/t/s?95b

Digital Recorders, Inc. (Nasdaq:TBUS) -- http://www.digrec.com/--  
is a technology leader in transportation, law enforcement, and
security digital communications systems using proprietary hardware
and software applications.  The company's products improve the
flow and mobility of people through transportation infrastructure,
mitigate security threats, and enhance law enforcement agencies'
surveillance capabilities.  Its transportation communications
products - TwinVision(R) and Mobitec(R) electronic destination
sign systems, Talking Bus(R) voice announcement systems, Digital
Recorders(R) Internet-based passenger information and automatic
vehicle location/monitoring systems, and VacTell(TM) video
actionable intelligence systems -- enhance public transportation
and mitigate security threats worldwide.  The company's electronic
surveillance tools, including microphone amplifiers and
processors, countermeasures devices, speech activity detectors,
and noise cancellation equipment, help law-enforcement agencies
around the globe arrest and prosecute criminals.


DIGITAL RECORDERS: Posts $749,000 Net Loss in 2006 First Quarter
----------------------------------------------------------------
Digital Recorders, Inc., reported a net loss of $749,000 on $11.1
million in sales in the first quarter of 2006, as compared to a
net loss of $959,000 on $10.6 million in sales in the same period
last year.

"We posted moderately increased sales for the period.  While
better on the bottom line than the same period of last year, it
was not sufficient to bring us to profitability.  This is largely
consistent with what we have previously reported, i.e., that the
market upturn, while underway, is primarily focused in the last
half of the year.  We are encouraged by the order flow and reports
from our bus vehicle OEM customers about production rate
increases.  Meanwhile, we continue to have tight emphasis on
expenses and we are seeking additional cost reduction
opportunities as we work our way through lean times," David L.
Turney, the Company's Chairman, Chief Executive Officer, and
President, said.

As of Mar. 31, 2006, the Company had $4.1 million in working
capital and $18.2 million in shareholders' equity.  This compares
to $6.3 million in working capital and $21.8 million in
shareholders' equity as of March 31, 2005.

A full-text copy of the company's financial statement for the
quarter ended Mar. 31, 2006, is available for free at:

              http://ResearchArchives.com/t/s?95d

Digital Recorders, Inc. (Nasdaq:TBUS) -- http://www.digrec.com/--  
is a technology leader in transportation, law enforcement, and
security digital communications systems using proprietary hardware
and software applications.  The company's products improve the
flow and mobility of people through transportation infrastructure,
mitigate security threats, and enhance law enforcement agencies'
surveillance capabilities.  Its transportation communications
products - TwinVision(R) and Mobitec(R) electronic destination
sign systems, Talking Bus(R) voice announcement systems, Digital
Recorders(R) Internet-based passenger information and automatic
vehicle location/monitoring systems, and VacTell(TM) video
actionable intelligence systems -- enhance public transportation
and mitigate security threats worldwide.  The company's electronic
surveillance tools, including microphone amplifiers and
processors, countermeasures devices, speech activity detectors,
and noise cancellation equipment, help law-enforcement agencies
around the globe arrest and prosecute criminals.


DIRECTV GROUP: Buys Common Stock from GM Trust for $265 Million
---------------------------------------------------------------
The DIRECTV Group, Inc. agreed to purchase a total of 15.5 million
shares of its common stock, at $17.12 per share in cash, from the
General Motors Special Hourly Employees Pension Trust and the
General Motors Special Salaried Employees Pension Trust.  The
United States Trust Company of New York acts as independent
trustee for these plans.

The transaction is expected to be completed on May 24, 2006.  
Including this transaction, DIRECTV Group has repurchased
approximately 141.5 million of its shares for an aggregate of
approximately $2.24 billion out of its authorized $3 billion share
repurchase program.

                          About DIRECTV

Headquartered in El Segundo, California, The DIRECTV Group, Inc.
(NYSE:DTV) -- http://www.directv.com/-- formerly Hughes  
Electronics Corporation, provides multi-channel television
entertainment, and broadband satellite networks and services.  The
DIRECTV Group, Inc., is 37% owned by Fox Entertainment Group,
Inc., which is owned by News Corporation.  DIRECTV is currently
available in Latin American countries: Argentina, Brazil, Chile,
Colombia, Costa Rica, Ecuador, El Salvador, Guatemala, Honduras,
Mexico, Nicaragua, Panama, Puerto Rico, Trinidad & Tobago,
Uruguay, Venezuela and several Caribbean island nations.

                         *     *     *

Standard & Poor's Rating Services placed a BB long-term foreign
and local credit issuer rating on The DIRECTV Group, Inc. on
August 9, 2004.


ENRON CORP: Court Approves $69.9-Mil. Lehman Settlement Agreement
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved an agreement among Enron Corp., its reorganized debtor-
affiliates, Lehman Brothers Finance S.A., Lehman Brothers
Holdings Inc., Lehman Brothers Inc. and Lehman Commercial Paper
Inc., settling an avoidance action.

Richard L. Wasserman, Esq., at Venable LLP, in Baltimore,
Maryland, related that on Nov. 14, 2000, LBF and Enron
entered into an ISDA Master Agreement.  The parties, at various
times, entered into confirmations pursuant to the ISDA Master
Agreement in numerous equity transactions.

Pursuant to an assignment agreement dated Oct. 11, 2002, LBF
assigned its rights under the ISDA Master Agreement and the
Equity Transactions to LCPI.

LCPI filed Claim No. 14238 against Enron for $173,994,991, plus
interest and expenses, seeking to recover amounts allegedly owed
by Enron pursuant to the Equity Transactions or pursuant to a
putative agreement dated Nov. 1, 2001.

In November 2003, Enron commenced Adversary Proceeding No.
03-93383 to recover $235,352,039 transferred to one or more of
the Lehman Entities in connection with the Equity Transactions.  
Enron also sought the disallowance and subordination of the LCPI
Claim.

The Lehman Entities sought dismissal of the Complaint.  Enron
objected.  Consequently, the Court denied the dismissal request
as to LBF and LBI, but deferred ruling on the request as to LCPI
and LBHI.

In September 2005, LBF and LBI filed an answer in the Adversary
Proceeding denying that Enron is entitled to recover the
Transfers and contesting the disallowance and subordination of
the LCPI Claim.  Subsequently, LBF and LBI asked the Court for
leave to appeal the denial of the Dismissal Motion.

To settle amicably all matters between them, the Reorganized
Debtors and the Lehman entered into the Settlement Agreement.

The salient terms of the Settlement are:

   a. The Lehman Entities will pay Enron $69,900,000 and will
      withdraw with prejudice the LCPI Claim;

   b. After Enron receives in full the Settlement Payment, the
      Parties will be deemed to have irrevocably and
      unconditionally waived, released and discharged each other
      from all claims and causes of actions relating to the
      Settled Claims; and

   c. Enron will dismiss the Adversary Proceeding against the
      Lehman Entities with prejudice.

A full-text copy of the Settlement Agreement is available for
free at http://ResearchArchives.com/t/s?623  

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 169; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENRON CORP: Court Junks Move v. Metromedia's Multi-Mil. Claims
--------------------------------------------------------------
The Honorable Arthur J. Gonzalez of the U.S. Bankruptcy Court for
the Southern District of New York overrules Enron Broadband
Services, Inc.'s objection to Metromedia Fiber Network, Inc.'s
claims.

Enron Broadband had asked the Court to disallow prepetition claims
totaling $24,711,625 filed by Metromedia Fiber.

Metromedia filed Claim No. 20363 for $799,930 for various unpaid
prepetition obligations in Enron Broadband's Chapter 11 case.  It
also filed Claim No. 21357 for $23,911,685 for damages arising
out of Enron Broadband's rejection of their Lease and Service
Agreement and Co-location Agreement.

In addition to the Lease and Service Agreements, Enron Broadband
and Metromedia are parties to three agreements providing for
Metromedia's use of Enron Broadband's fiber optic communications
system:

   (i) a Lease Agreement dated June 30, 1999;

  (ii) a Collocation Agreement dated June 30, 1999, as amended
       on November 15, 2000; and

(iii) an Indefeasible Right to Use Agreement dated November 15,
       2000.

Metromedia and certain of its affiliates are debtors in Chapter
11 proceedings before the U.S. Bankruptcy Court for the Southern
District of New York.

Pursuant to a stipulation, which was approved by the Courts
overseeing Metromedia's and EBS' Chapter 11 cases, the parties
agreed, among others, that:

  (1) Metromedia will pay Enron Broadband $545,509 as settlement
      of their administrative claims in each other's estates;

  (2) their rights and defenses regarding prepetition claims
      against each others' estates are preserved;

  (3) Metromedia will cease using the System and remove all
      equipment from the System; and

  (4) the EBS Agreements and any and all other agreements were
      deemed rejected and terminated pursuant to Section 365 of
      the Bankruptcy Code.

Enron Broadband contends that pursuant to the Stipulation, EBS
and Metromedia each rejected the EBS Agreements simultaneously.  
Hence, each debtor is entitled to assert rejection damages in
each other's estates.

Enron Broadband asserted $54,166,748 in damages for the losses it
incurred from the rejection of the EBS Agreements and cessation
of operations.  However, it did not file a proof of claim on
account of the damages in Metromedia's Chapter 11 case.  Enron
Broadband only filed a proof of claim for $3,749,983 for
Metromedia's obligations under the Agreements for periods prior
to Metromedia's Petition Date.

Enron Broadband also argued that it is entitled to set off its
rejection damage claim.

After due deliberation, Judge Gonzalez rules that the Stipulation
does not reflect a simultaneous rejection by Enron Broadband and
Metromedia.  As the Stipulation only references Enron Broadband
as electing to reject the EBS Agreements, only EBS rejected the
agreements.

Judge Gonzalez also notes that, if Enron Broadband had a claim in
excess of $54,000,000, it would be implausible for EBS not to
file a proof of claim against Metromedia, but use it only as a
defense to Metromedia's less than $25,000,000 prepetition claims.  

Even if the Stipulation effectuated a simultaneous rejection by
both parties, the Court says Enron Broadband could not establish
a rejection damage claim against Metromedia.  Judge Gonzalez
notes that the parties specifically preserved any defenses they
each had to the other's asserted prepetition claims.  Hence,
neither party could establish a rejection damage claim based on
the other's rejection of the EBS Agreements.  

The Court, however, notes that Metromedia's Claim No. 21357 is
not based on the rejection of the EBS Agreements -- rather, it
stems from Enron Broadband's rejection of the Lease and Service
Agreements.

Judge Gonzalez rules that, inasmuch as Enron Broadband does not
have a feasible rejection damage claim to assert against
Metromedia stemming from EBS Agreements, it cannot seek to set
off the claim against Metromedia's $24,711,625 prepetition
claims.

                           About Enron

Headquartered in Houston, Texas, Enron Corporation filed for
chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case
No. 01-16033) following controversy over accounting procedures,
which caused Enron's stock price and credit rating to drop
sharply.  Judge Gonzalez confirmed the Company's Modified Fifth
Amended Plan on July 15, 2004, and numerous appeals followed.  The
Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004.
Martin J. Bienenstock, Esq., and Brian S. Rosen, Esq., at Weil,
Gotshal & Manges, LLP, represent the Debtors in their
restructuring efforts.  Luc A. Despins, Esq., Matthew Scott Barr,
Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy,
LLP, represent the Official Committee of Unsecured Creditors.
(Enron Bankruptcy News, Issue No. 170; Bankruptcy Creditors'
Service, Inc., 15/945-7000)


ENTERGY NEW ORLEANS: Assumes Amended Chaparral Contract
-------------------------------------------------------
The Hon. Jerry A. Brown of the U.S. Bankruptcy Court for the
Eastern District of Louisiana authorized Entergy New Orleans,
Inc., to assume the amended Chaparral Contract.

                      Chaparral Contract

As reported in the Troubled Company Reporter on May 4, 2006, ENOI
owns and operates natural gas pipeline facilities along U.S.
Highway 90 east of Chef Menteur Pass, in Orleans Parish,
Louisiana.  Chaparral Energy LLC produces natural gas in Orleans
Parish.

On Apr. 26, 2004, ENOI and Chaparral entered into an Interconnect
Agreement for Chaparral to connect with ENOI's natural gas
pipeline facilities within the Metering Property to deliver
natural gas to ENOI.  The Chaparral Contract is effective for a
three-year term, through April 25, 2007, and continues month-to-
month thereafter unless terminated in accordance with its terms.

The Contract also provides that any gas delivered by Chaparral
through the Facilities is sold to ENOI only.  The gas that ENOI
has historically purchased from Chaparral has been resold by ENOI
to its gas distribution system customers and has not been used for
generating electricity.

In addition, ENOI is not required to purchase or receive any
quantity of natural gas, and Chaparral is not required to sell or
deliver any quantity of natural gas.

However, Hurricane Katrina damaged the Facilities.  Chaparral
offered to repair the Facilities at its sole cost, risk, and
liability.  On March 14, 2006, ENOI and Chaparral amended the
Chaparral Contract to provide for Chaparral's repair of the
Facilities.  The parties agreed that ENOI is not in default of the
Agreement.

                 About Entergy New Orleans

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.  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. 16; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FREMONT HOME: Moody's Puts Low-B Ratings on 2 Certificate Classes
-----------------------------------------------------------------
Moody's Investors Service assigned a Aaa rating to the senior
certificates issued by Fremont Home Loan Trust 2006-A, and ratings
ranging from Aa2 to Ba2 to the subordinate certificates in the
deal.

The securitization is backed by Fremont Investment & Loan
originated and acquired, adjustable-rate and fixed-rate, subprime
mortgage loans.  The ratings are based primarily on the credit
quality of the loans, and on the protection from subordination,
excess spread, overcollateralization, and an interest-rate swap
contract.  Moody's expects collateral losses to range from 5.50%
to 6.00%.

Fremont Investment & Loan will service the loans, and Wells Fargo
Bank N.A. will act as master servicer.  Moody's has assigned
Fremont its servicer quality rating of SQ3+ as a primary servicer
of subprime first-lien loans.  Moody's has assigned Wells Fargo
its top servicer quality rating of SQ1 as a master servicer.

The complete rating actions:

Fremont Home Loan Trust 2006-A

Asset-Backed Certificates, Series 2006-A

   * Class 1-A-1, Assigned Aaa
   * Class 1-A-2, Assigned Aaa
   * Class 2-A-1, Assigned Aaa
   * Class 2-A-2, Assigned Aaa
   * Class 2-A-3, Assigned Aaa
   * Class 2-A-4, Assigned Aaa
   * Class M-1, Assigned Aa2
   * Class M-2, Assigned Aa3
   * Class M-3, Assigned A1
   * Class M-4, Assigned A2
   * Class M-5, Assigned A3
   * Class M-6, Assigned Baa1
   * Class M-7, Assigned Baa2
   * Class M-8, Assigned Baa3
   * Class M-9, Assigned Ba1
   * Class M-10, Assigned Ba2


GENERAL MOTORS: Annual Stockholders' Meeting Scheduled for June 6
-----------------------------------------------------------------
General Motors Corporation will hold its annual meeting of
stockholders at 9:00 a.m., on June 6, 2006, at the Hotel du Pont,
11th and Market Streets in Wilmington, Delaware.

At the meeting, the Company's stockholders will vote on:

     -- the election of directors for the next year;

     -- the ratification of the selection of independent public
        accountants for the next year; and

     -- six stockholder proposals if they are properly presented   
        at the meeting:

          a) Stockholder Proposal Regarding Prohibition on
             Awarding, Repricing, or Renewing Stock Options;

          b) Stockholder Proposal Regarding Publication of a
             Report on Global Warming or Cooling;

          c) Stockholder Proposal Regarding Separation of Roles of
             Chairman and Chief Executive Officer;

          d) Stockholder Proposal Regarding Recouping Unearned
             Incentive Bonuses;

          e) Stockholder Proposal Regarding Cumulative Voting; and

          f) Stockholder Proposal Regarding Majority Voting for
             the Election of Directors.

Holders of record of GM Common Stock, $12/3 par value, at the
close of business on April 7, 2006, are entitled to vote at the
meeting.  A list of stockholders entitled to vote during the
meeting will be available for examination for ten business days
prior to the annual meeting at General Motors Corporation,
Renaissance Center in Detroit, Michigan.

A full-text copy of the proxy statement for the 2006 annual
stockholders' meeting is available for free at:

              http://researcharchives.com/t/s?96a


                        About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest  
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries including Mexico.  In 2005, 9.17
million GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM operates one
of the world's leading finance companies, GMAC Financial Services,
which offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                       *     *     *

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the B3 senior unsecured rating of
General Motors Corporation under review for possible downgrade,
and affirmed the company's Corporate Family Rating at B3.  The
rating actions are in response to the company's disclosure that it
is pursuing various options to replace or amend its existing
$5.6 billion bank credit facility, and that these options could
result in providing its bank lenders with a security interest in
certain GM assets.  GM anticipates that any credit facility
replacement or amendment will be completed by the end of the
second quarter or early in the third quarter.


GENERAL MOTORS: Stockholder Presents Alternative Board Nominees
---------------------------------------------------------------
John Lauve, a General Motors Corporation stockholder from Holly,
Michigan, filed a non-management preliminary proxy statement with
the Securities and Exchange Commission on May 16, 2006.

Mr. Lauve is urging GM stockholders to vote for a new set of
Directors for the automaker that he says will help "Return GM to
Greatness".  GM is set to hold its annual stockholders' meeting on
June 6, 2006, in Wilmington, Delaware.

In his proxy statement, Mr. Lauve claimed that current GM Board of
Directors failed to hold the Company's management accountable for
GM's decline.  He said GM stockholders paid for the mistakes of
the current Board with the loss of stockholder value.  Mr. Lauve
cited that:  

       -- the Company cut dividends by 50%; and

       -- sold valuable assets, such as General Motors Acceptance
          Corporation, with no stockholder compensation.

In accordance with GM by-laws, Mr. Lauve nominates these  
individuals to GM's board:

     -- John Chevedden,
     -- Dean Fitzpatrick,
     -- Lucy Kessler,
     -- John Lauve,
     -- Louis Lauve III,
     -- Steve Mahac,
     -- Erik Nielsen,
     -- Larry Parks,
     -- Danny Taylor,
     -- William Waldem, and
     -- William Woodward, M.D.

A full-text copy of the non-management preliminary proxy statement
for the 2006 annual stockholders' meeting is available for free
at http://researcharchives.com/t/s?96c

                        About General Motors

General Motors Corp. -- http://www.gm.com/-- the world's largest  
automaker, has been the global industry sales leader for 75 years.
Founded in 1908, GM today employs about 327,000 people around the
world.  With global headquarters in Detroit, GM manufactures its
cars and trucks in 33 countries including Mexico.  In 2005, 9.17
million GM cars and trucks were sold globally under the following
brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden,
HUMMER, Opel, Pontiac, Saab, Saturn and Vauxhall.  GM operates one
of the world's leading finance companies, GMAC Financial Services,
which offers automotive, residential and commercial financing and
insurance.  GM's OnStar subsidiary is the industry leader in
vehicle safety, security and information services.

                       *     *     *

As reported in the Troubled Company Reporter on May 9, 2006,
Moody's Investors Service placed the B3 senior unsecured rating of
General Motors Corporation under review for possible downgrade,
and affirmed the company's Corporate Family Rating at B3.  The
rating actions are in response to the company's disclosure that it
is pursuing various options to replace or amend its existing
$5.6 billion bank credit facility, and that these options could
result in providing its bank lenders with a security interest in
certain GM assets.  GM anticipates that any credit facility
replacement or amendment will be completed by the end of the
second quarter or early in the third quarter.


GLOBAL CROSSING: Annual Shareholders' Meeting Set for June 13
-------------------------------------------------------------
Global Crossing Limited will hold its Annual General Meeting of
Shareholders at 10:00 a.m., on June 13, 2006, at the Omni
Berkshire Place, 21 East 52nd Street, in New York City.

The Company's shareholders will meet to receive the report of the
Company's independent registered public accounting firm and the
financial statements for the year ended Dec. 31, 2005, and to take
these actions:

    a) elect two members of the Board of Directors;  

    b) increase the authorized share capital of the Company from
       55,000,000 common shares to 85,000,000 common shares; and

    c) appoint Ernst & Young LLP as the independent registered
       public accounting firm of Global Crossing for the year
       ending Dec. 31, 2006 and to authorize the Audit Committee
       to determine their remuneration.  

Only common and preferred shareholders of record at the close of
business on April 18, 2006, are entitled to receive notice of and
to vote at the meeting.

A copy of the proxy statement for the 2006 annual shareholders'
meeting is available for free at:  

               http://researcharchives.com/t/s?96d

Headquartered in Florham Park, New Jersey, Global Crossing
Ltd. -- http://www.globalcrossing.com/-- provides  
telecommunications solutions over the world's first integrated
global IP-based network, which reaches 27 countries and more
than 200 major cities around the globe.  Global Crossing serves
many of the world's largest corporations, providing a full range
of managed data and voice products and services.  The Company
filed for chapter 11 protection on January 28, 2002 (Bankr.
S.D.N.Y. Case No. 02-40188).  When the Debtors filed for
protection from their creditors, they listed $25,511,000,000 in
total assets and $15,467,000,000 in total debts.  Global Crossing
emerged from chapter 11 on Dec. 9, 2003.

At Dec. 31, 2005, Global Crossing's stockholders' equity deficit
widened to $173,000,000 compared to $51,000,000 of positive equity
at Dec. 31, 2004.


GLOBAL ENERGY: Baumann Raymondo Raises Going Concern Doubt
----------------------------------------------------------
Baumann, Raymondo & Company Pa, in Tampa, Florida, raised
substantial doubt about Global Energy Group, 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 negative working
capital and its accumulated deficit of $12,025,561.

The Company reported a $1,349,931 net loss on $406,309 of revenues
for the year ended Dec. 31, 2005.

At Dec. 31, 2005, the Company's balance sheet showed $17,099,088
in total assets, $8,036,276 in total liabilities, and $9,062,812
in stockholders' equity.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $247,515 in total current assets available to pay $2,617,679
in total current liabilities coming due within the next 12 months.

A full-text copy of the Company's 2005 Annual Report is available
for free at http://researcharchives.com/t/s?965

Global Energy Group, Inc., invents, develops, and commercializes
new technologies that improve the energy efficiency of existing
products and processes.  The Company focuses on thermodynamics,
heat transfer and heat exchange, which are important to the
heating, ventilation, air conditioning, and refrigeration
industries.


GLOBAL HOME: Wants to Hire Houlihan Lokey as Investment Banker
--------------------------------------------------------------
Global Home Products, LLC, and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
employ Houlihan Lokey Howard & Zukin Capital, Inc., as their
investment banker.

Houlihan Lokey will:

   a. assist in the review of the Burnes Group's financial
      position, financial history, operations, competitive
      environment, and assets to assist the Debtors in
      determining the best means and timing to effect a
      transaction with a potential acquirer and strategic
      partner, including any of the Debtors' current and former
      creditors, and any of the Debtors' affiliates, provided
      that neither Cerberus Capital Management nor any of its
      affiliates will be deemed to be an acquirer;
   
   b. assist in the development of a list of potential acquirers
      and interact with potential acquirers in order to create
      interest in one or more transactions;
   
   c. assist in the development of a coordinated sales process;

   d. assist in the preparation, with substantial input from the
      Debtors, of an offering memorandum to provide to, and
      discuss with potential acquirers;

   e. actively participate in the negotiating process regarding a
      transaction, and coordinate the process with the Debtors
      and its other advisors, and otherwise reasonably assist the
      Debtors in effectuating each transaction; and

   f. assist in the development and presentation of the
      Restructuring Alternatives Analyses, as requested by the
      Debtors.

The Debtors tell the Court that prior to filing for bankruptcy,
they paid the Firm a $150,000 retainer.  The Firm will receive a
monthly fee of $75,000 for the Restructuring Alternatives Analysis
services that it will perform.  Additionally, the Debtors will pay
the Firm an initial amount of $1 million upon the consummation of
a transaction with an acquirer, plus incremental amounts according
to the base value of the transaction.

Adam L. Dunayer, a director at Houlihan Lokey, assures the Court
that the Firm is "disinterested" as that term is defined in
Section 101(14) of the Bankruptcy Code.

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


HANDMAKER JEWISH: Court Approves Amended Disclosure Statement
-------------------------------------------------------------
The Honorable Eileen W. Hollowell of the U.S. Bankruptcy Court for
the District of Arizona approved the Amended Disclosure Statement
explaining the Amended Plan of Reorganization filed by Handmaker
Jewish Services for the Aging.

Judge Hollowell determined that the Disclosure Statement contained
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.

Judge Hollowell will convene a hearing at 10:00 a.m. on
June 1, 2006, to consider confirmation of the Debtor's Amended
Plan of Reorganization.

                       Overview of the Plan

The Plan proposes to pay all allowed administrative priority
claims in full while secured creditors will be paid according to
agreements reached by the Debtor and creditors.  Once it emerges,
the Reorganized Debtor will repay its unsecured creditors with a
dividend on the Effective Date and later, by making distributions
from a portion of adjusted net revenues earned in the future.  To
the extent additional funds are needed on the Effective Date,
monies will be raised from contributions by benefactors to fund
the Plan's initial payments.

In addition, the Debtor will assume all necessary executory
contracts for the continued operation of the multiple residence-
retirement community complex.

                           Plan Funding

The Debtor tells the Court that the Plan will be funded using the
net operating income generated by the Debtor's facility and
contributions from benefactors.  On April 17, 2006, the Court
entered its order determining the value of the Debtor's Property
at $13,700,000.

The existing management for the Debtor will be provided by HME,
Inc., pursuant to the terms of the existing Management Service
Contract, until Aug. 31, 2006.  After that, the Debtor's Board of
Directors will select new management.

                        Treatment of Claims

Under the plan, all administrative claims will be paid in full.

Claims of bondholders are comprised of holders of tax exempt bonds
issued by the Industrial Development Authority of the County of
Pima, with Wells Fargo Bank, National Association, as the
successor Bond Trustee under the Bond Indenture.  The bondholders'
claim of $21,469,699 is secured by the Debtor's improved real
property, and the equipment and machinery in the property together
with monies held by the Bond Trustee for the bondholders.

The plan proposes to bifurcate the Bondholders' claim under
Section 506(b) of the Bankruptcy Code.  The secured portion of the
claim will be allowed in the amount of the value of the collateral
less the:

    * amount of any monies paid to the Bond Trustee from Sept. 30,
      2005 until the effective date; and

    * the amount of the reserve funds held by the Bond Trustee as
      of Sept. 30, 2005.

The secured portion of the bondholders' claims will continue to be
secured by a continuing lien on all collateral and will be paid
according to the terms of the indenture together with 5.5% annual
interest.

The unsecured portion of the bondholders' claims will share pari
passu and pro rata with other general unsecured creditors.  
Unsecured creditors will receive, three times a year, for three
years, 100% of the net cash flow from the Debtor's operations,
less reserves as the Debtor's management and its Board of
Directors deem reasonably prudent.  

If the Bond Trustee decides to make a Section 1111(b) election,
then the bondholders' claim will:

    (a) be secured by a continuing lien on all collateral; and

    (b) be paid in 360 monthly installments equal to:

         -- $45,000 per month for the first 120 months,
         -- $60,000 per month for the second 120 months, and
         -- $75,000 per month for the final 120 months;

The payment terms for Cardinal Health's secured claim of $50,540,
less any amount paid before the effective date, will be extended
for six months with a corresponding reduction in the monthly
payments.

Citicorp Vendor Finance, Inc.'s claim of:

    * $21,125, which is secured by copiers and
    * $10,065, which is secured by printers,

will be amortized over 75 months, instead of 60 months, with a
corresponding reduction in the monthly payment and paid in equal
monthly installments.

Dell Financial Services' secured claim of $6,628 will be amortized
over 48 months, instead of 36 months, with a corresponding
reduction in the monthly payment and paid in equal monthly
installments.

The $19,310 secured claim of Holmes Tuttle Ford, Inc., will be
amortized over 78 months with interest at the contract rate and a
corresponding reduction in the monthly principal and interest
payment based upon the longer amortization period.

The payment term of Medline Industries' secured claims will be
extended for six months with a corresponding reduction in the
monthly payment and paid in equal monthly installments.

The secured claim of Pitney Bowes for postage equipment totals
$6,900.  The Debtor says that its contract with Pitney will be
extended for six months with all other contract terms remaining
the same.

To compensate the secured claim of VGM Financial Services, the
contract will be extended from 36 months to 48 months with all
other contract terms remaining the same.

The Priority Claims of Arizona Department of Economic Security
will be paid in six monthly installments with interest of 6% post
confirmation.

The Priority Claim of the Internal Revenue Service will be paid
$1,000 per month with 6% interest post confirmation until
satisfied.

Employee Priority Claims will be paid or honored according to the
Debtor's human resource policies and in the ordinary course of
business.

Resident Refund Claims will be paid at the time a resident leaves
the Debtor's facility.

Convenience Class Claims are defined as claim against the Debtor
for less than $1,000, or where a creditor elects to reduce a claim
to $1,000, will be paid in full in two installments:

    * 25% on the Effective Date, and
    * 75% in six months.

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

  http://www.researcharchives.com/bin/download?id=060518054526


                     About Handmaker Jewish

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


HERBST GAMING: Buying Sands Regent in $148-Million Merger Deal
--------------------------------------------------------------
Herbst Gaming, Inc., and The Sands Regent (Nasdaq: SNDS) have
entered into a definitive merger agreement under which a
subsidiary of Herbst Gaming, Inc. will be merged with and into
The Sands Regent, resulting in The Sands Regent becoming a wholly
owned subsidiary of Herbst Gaming, Inc.  Pursuant to the merger
agreement, shareholders of The Sands Regent will be entitled to
receive $15 per share in cash in the merger.  The transaction is
valued at approximately $148 million.

Edward J. Herbst, Chairman, Chief Executive Officer and President
of Herbst Gaming, Inc. commented, "This transaction will enable
Herbst to further broaden and diversify its geographic presence
within the state of Nevada and its cash flows as well as create
cross-marketing and other growth opportunities.  In addition to
Herbst's route operations, the combined company will own and
operate 12 casinos in three states.  Finally, The Sands Regent's
management team, with its in-depth expertise of the Northern
Nevada locals' markets, will make a great addition to our
company."

Ferenc B. Szony, President and Chief Executive Officer of The
Sands Regent, said,  "We believe this transaction delivers
excellent value to our shareholders and creates increased
opportunities for growth and development for our employees, who
will benefit from being part of a larger and more diversified
gaming company.  We are committed to completing the transaction as
expeditiously as possible and ensuring a seamless transition."

The transaction is subject to approval by The Sands Regent
shareholders and the satisfaction of customary closing conditions
including Herbst Gaming obtaining all requisite regulatory and
third party approvals, including gaming regulatory approvals and
expiration of the waiting period under the Hart-Scott-Rodino Act.

Wachovia Securities served as financial advisor to Herbst Gaming
and Gibson, Dunn & Crutcher LLP acted as legal advisor.  Mercanti
Securities, LLC served as financial advisor to The Sands Regent
and Latham & Watkins LLP acted as legal advisor.  The transaction
is not subject to financing and is expected to close by the end of
the year.

                     About The Sands Regent

The Sands Regent is a publicly traded company that owns and
operates the Sands Regency Casino and Hotel in downtown Reno,
Nevada, Gold Ranch Casino and RV Resort in Verdi, Nevada, Rail
City Casino in Sparks, Nevada and the Depot Casino and the Red
Hawk Sports Bar in Dayton, Nevada.

                       About Herbst Gaming

Herbst Gaming, Inc. -- http://www.herbstgaming.com/-- is an  
established slot route operator in Nevada with over 8,400 slot
machines and owns and operates eight casinos in Nevada, Missouri
and Iowa.

                         *     *     *

As reported in the Troubled Company Reporter on April 18, 2006,
Standard & Poor's Ratings Services revised its outlook on Herbst
Gaming Inc. to positive from stable.  At the same time, Standard &
Poor's affirmed its ratings on the company, including its 'B+'
corporate credit rating.


HOLLINGER INTL: Balance Sheet Upside-Down by $197 Mil. at March 31
------------------------------------------------------------------
Hollinger International Inc. reported a total operating loss of
$24.3 million compared with an operating loss of $15.8 million for
the quarter ending March 31, 2006.  Net earnings for the quarter
include a $14.7 million gain from the sale of the Company's
remaining Canadian operations.

The change in consolidated operating income was driven by a
$15.0 million decline in operating income at the Company's
Sun-Times New Group operating segment -- STNG.  This includes
$9.3 million of separation costs recognized in the first quarter
of 2006, primarily related to the previously announced 10%
reduction of headcount associated with the reorganization of STNG.
The remainder of the decline in STNG's operating income resulted
from lower advertising and circulation revenues, partially offset
by lower newsprint, labor and other expenses.  Operating expenses
of the Investment and Corporate Group segment were $17.3 million
in the first quarter, down $5.6 million from last year, driven by
a $4.0 million decrease in spending related to the Special
Committee investigation to $8.0 million this year, as well as
lower wages and director and officer liability insurance premiums.

Gordon A. Paris, Chairman and Chief Executive Officer, said, "Our
disappointing results in the first quarter reflect the challenging
advertising environment that our industry and, more specifically,
our Chicago market are facing.  The effects of these industry and
regional economic trends were compounded by the disruption to our
advertising sales force from an internal investigation, as well as
our strategic reorganization.  This strategic reorganization,
which rationalizes and refocuses our operations, positions STNG
for profitable growth by leveraging the full power of our media
properties across the greater Chicago area, and by exploiting the
range of new media alternatives available to us.  The
reorganization continues on track, and we expect to see benefits
beginning in the second half of the year."

Total operating revenues for the quarter were $102.4 million
compared with $109.4 million in the year-ago period.  All of the
Company's revenues are generated by its STNG operating segment.

Advertising revenues in the first quarter were $78.9 million, down
$5.1 million, or 6% compared with the prior year period.  The
decline in advertising revenue reflects weak industry advertising
trends in the retail and national categories, particularly auto
and entertainment.  In addition, the Chicago advertising market
was weaker than the rest of the country in retail, real estate and
recruitment categories.  STNG's total advertising revenue fell
more than the market largely due to category mix, temporary
impacts of an internal sales investigation previously disclosed,
and temporary disruption from the strategic reorganization of the
STNG sales force.

Circulation revenues in the first quarter were down 7.5% compared
with the similar period a year ago.  The $1.7 million decline
reflects lower single-copy sales, intensified competitive
discounting of home subscription rates, and the elimination of
unprofitable bartered bulk programs.

Newsprint expense in the first quarter was $16.2, down
$0.3 million from the comparable period in 2005.  Total newsprint
consumption decreased approximately 14%, more than offsetting the
approximately 14% increase in average cost per ton.  Consumption
was down due to cut-downs in the size of newspapers including the
Chicago Sun Times, as well as lower circulation.

STNG segment compensation expense increased $8.7 million to
$53.9 million in the first quarter due to the recognition of
$9.3 million of severance costs.  Severance costs are primarily
related to the voluntary and involuntary separations required to
achieve the previously announced plan to reduce the STNG workforce
by 10%, or 260 full-time employees, anticipated to be complete by
the end of 2006.  As of March 31, 2006, 160 employees had
accepted voluntary separation and approximately 65 positions have
been identified for involuntary separation to occur through
December 31, 2006.  The Company expects to achieve most of the
remaining targeted workforce reduction through attrition.
Compensation expense before severance declined due to lower
benefits expense and lower headcount due to attrition, more than
offsetting wage increases.

Other operating expenses declined by $1.1 million in the first
quarter from the comparable period a year ago due to lower
distribution and circulation costs.

STNG's segment operating loss for the quarter was $6.8 million,
compared with operating income of $8.1 million in the first
quarter of 2005.  The first quarter loss resulted from the
recognition of severance.  The remaining shortfall to prior year's
operating income reflects the drop in advertising and circulation
revenues, partially offset by lower newsprint, compensation and
other operating expenses.

The Company recently completed its previously announced $50
million common stock repurchase program, purchasing a total of
6.18 million shares.  As of May 5, 2006, adjusting for completion
of purchases under the program, which began in April, the
Company's cash and cash equivalents, short-term investments and
escrow deposits and restricted cash totaled approximately
$296 million.

As previously announced, the reorganization of STNG is expected to
be complete by the end of 2006.  A comprehensive reorganization of
STNG's advertising sales group and redesign of its processes is
anticipated to be substantially completed during the second
quarter of 2006. It is expected that when fully implemented, the
reorganization will provide the Company with a significantly
enhanced advertising sales capability and results.

Hollinger International Inc. (NYSE: HLR) --
http://www.hollingerinternational.com/-- is a newspaper publisher   
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area.

As of March 31, 2006, the Company's equity deficit widened to
$197,737,000 from a $169,851,000 deficit at December 31, 2005.


HOLLINGER INTL: Selling Some Portfolio Investments for $11 Million
------------------------------------------------------------------
Hollinger International Inc. entered into an agreement with
Industry Ventures Fund IV, L.P., and Industry Ventures Acquisition
Fund, L.P., providing for the sale by the Company of its interest
in certain portfolio investments, and has consummated an initial
closing of the sale transactions.  

The Company received $8.15 million for the sale of Hollinger
Digital LLC, and anticipates receiving up to an additional
$1.85 million under the agreement, subject to the receipt of third
party approvals and other closing conditions.  The Company may
receive up to an additional $1.0 million in the future if certain
conditions are satisfied.  The investments being sold by the
Company span a number of industries, with a concentration in the
technology sector.  Because of write-downs for accounting purposes
in prior years, the transaction will have an immaterial impact on
reported income before taxes.  For income tax purposes, upon the
consummation of the related transactions, the Company expects to
realize a benefit of approximately $10 million.

The Company also announced that it will be utilizing the
proceeds from this transaction, in combination with approximately
$10.0 million from recently exercised stock options, to repurchase
shares of the Company's common stock, as market conditions
warrant, in open market and private transactions.  These purchases
are in addition to purchases made pursuant to the Company's
recently completed $50.0 million stock repurchase program.

Hollinger International Inc. (NYSE: HLR) --
http://www.hollingerinternational.com/-- is a newspaper publisher   
whose assets include The Chicago Sun-Times and a large number of
community newspapers in the Chicago area.

As of March 31, 2006, the Company's equity deficit widened to
$197,737,000 from a $169,851,000 deficit at December 31, 2005.


ICON HEALTH: S&P Lowers Corporate Credit Rating to CCC from CCC+
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on ICON
Health & Fitness Inc., including lowering its corporate credit
rating to 'CCC' from 'CCC+'.  The outlook is negative.

As of March 4, 2006, total debt outstanding was $331.4 million.
      
"The action is based on our expectation that pressure on sales,
cash flow, and liquidity will continue to build over the
intermediate term," said Standard & Poor's credit analyst Andy
Liu.
     
The ratings on ICON incorporate:

   * high risks associated with the company's significant customer
     and product concentration; and

   * Standard & Poor's expectation that sales, cash flow, and most
     importantly, liquidity, will remain under pressure for the
     intermediate term.  

These concerns are minimally mitigated by the company's leading
market share in the home fitness equipment market.
     
Logan, Utah-based ICON is the largest U.S. manufacturer and
marketer of home fitness equipment, which is sold through multiple
distribution channels.  The company's products are marketed under
the brand names of:

   * NordicTrack,
   * Weider,
   * ProForm,
   * HealthRider, and
   * others.


INFOUSA INC: Battling Dolphin Cos. Over Board Seats in Annual Meet
------------------------------------------------------------------
Dolphin Limited Partnership I, L.P., and Dolphin Financial
Partners, L.L.C., which together own 2 million shares, or 3.6% of
infoUSA Inc., exchanged barbs with the Company's board of
directors in a proxy fight to garner votes for their respective
sets of directors at the Company's Annual Meeting of Stockholders
on May 26, 2006.

The Dolphin Entities called on infoUSA's Board to prove its new
found " 'commitment to good corporate governance' by making real
changes, rather than misleading shareholders yet again."  

infoUSA's recent letter to stockholders states that the infoUSA
Board is "committed to the principles of good corporate
governance."

The Dolphin Entities want the Company to demonstrate the Company's
newly discovered "commitment to good corporate governance" by:

   -- reconstituting the Special Committee to complete its review;

   -- eliminating Mr. Vinod Gupta's exclusive exemption from the
      Poison Pill;

   -- eliminating all related party and direct payments for the 80
      foot yacht, jet planes, residences, luxury cars, etc.;

   -- holding top management accountable for continued poor
      operating performance and missed targets;

   -- eliminating further option grants to Mr. Vinod Gupta that
      expand his control;

   -- eliminating the repricing provisions in the stock option
      plan;

   -- replacing directors that have conflicts and ties to infoUSA
      or its top management;

   -- bringing down to earth your "larger than life" Chairman, as
      incumbent Director George Haddix described Mr. Vinod Gupta.

The Dolphin entities are also nominating their own set of
directors to the board for the shareholders to vote on.  With 51%
of infoUSA's shares held by professional investors and
institutions, including Dolphin, it's more important than ever to
vote on the issues confronting infoUSA's stockholders.

Institutional Shareholder Services, an independent proxy voting
advisory and corporate governance service, has recommended that
infoUSA stockholders vote for all Dolphin nominees and by-law
amendment and against management's incumbent director.

The Company's board believes that the recommendations made by ISS
are "absurd" and contrary to the interests of the Company's
shareholders.  The Board asserted that every Director should bring
distinct knowledge and experience and has called nominees by the
Dolphin Entities "unqualified."  

Dolphin encourages all stockholders to visit its Web site --
http://www.iusaccountability.com/-- to learn more about Dolphin's  
nominees and their plan to build stockholder value and to see
important original documents involving Mr. Vinod Gupta and the
infoUSA Board, obtained through Dolphin's extensive books and
records search under Delaware Law.

                          About infoUSA

Based in Omaha, Nebraska, infoUSA Inc. (NASDAQ: IUSA) --
http://www.infoUSA.com/--  is the leading provider of business  
and consumer information products, database marketing services,
data processing services and sales and marketing solutions.
Founded in 1972, Content is the essential ingredient in every
marketing program, and infoUSA has the most comprehensive data in
the industry, and is the only company to own a proprietary
database of 250 million consumers and 14 million businesses under
one roof.  The infoUSA database powers the directory services of
the top Internet traffic-generating sites.  Nearly 3 million
customers use infoUSA's products and services to find new
customers, grow their sales, and for other direct marketing,
telemarketing, customer analysis and credit reference purposes.  

                          *     *     *

As reported in the Troubled Company Reporter on March 13, 2006,
Standard & Poor's Ratings Services assigned its 'BB' bank loan
rating and a recovery rating of '3' to infoUSA Inc.'s $275 million
senior secured credit facility, reflecting the expectation for
meaningful (50%-80%) recovery of principal in a payment default
scenario.  At the same time, Standard & Poor's affirmed its 'BB'
corporate credit rating on the company.  S&P said the outlook is
stable.


INTEGRATED ELECTRICAL: Registers 2MM More Shares of Common Stock
----------------------------------------------------------------
In a filing with the Securities and Exchange Commission dated
May 12, 2006, Byron Synder, chief executive officer and president
of Integrated Electrical Services, Inc., reports that pursuant to
Rule 416 under the Securities Act of 1933, as amended, the
Company intends to register 2,002,542 additional shares of Common
Stock as they may become issuable under the anti-dilution
provisions of the Company's 2006 Equity Incentive Plan.

The proposed maximum offering price per share is $23.93, and the
proposed maximum aggregate offering price is $47,920,830.

A full-text copy of IES' 2006 Equity Incentive Plan is available
for free at http://ResearchArchives.com/t/s?966

                  About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc.
215/945-7000)


INTEGRATED ELECTRICAL: Inks Indemnity Agreements with Executives
----------------------------------------------------------------
Byron Synder, chief executive officer and president of Integrated
Electrical Services, Inc., discloses in a regulatory filing with
the Securities and Exchange Commission that the Company's Second
Amended and Restated Certificate of Incorporation and Bylaws, as
amended, each provide that the Company will indemnify each of its
director, officer, employee, or agent against all liabilities and
expenses reasonably incurred in connection with any action, suit
or proceeding to which he may be made a party by reason of his
being or having been a director, officer, employee, or agent of
the Company, to the full extent permitted by Delaware General
Corporation Law.

With respect to suits by or in the right of the Company, however,
indemnification is generally limited to attorneys' fees and other
expenses and is not available if the person is adjudged to be
liable to the Company, unless the court determines that
indemnification is appropriate.  The Company also has the power
to purchase and maintain insurance for its directors and
officers.

The Company has entered into indemnity agreements with its
directors and officers.  Pursuant to those agreements, the
Company will, to the extent permitted by applicable law,
indemnify those persons against all expenses, judgments, fines
and penalties incurred in connection with the defense or
settlement of any actions brought against them by reason of the
fact that they were directors or officers of the Company or
assumed certain responsibilities at the direction of the Company.

The Company has a directors' and officers' insurance policy
insuring its directors and officers against certain liabilities,
including liabilities under the Securities Act.  Mr. Synder notes
that in the opinion of the SEC that indemnification is contrary
to public policy and is therefore unenforceable.

The Company entered the 2nd Amended Certificate of Incorporation
and the Amended Bylaws as of May 12, 2006.

A full-text copy of IES' 2nd Amended Certificate of Incorporation
is available for free at http://ResearchArchives.com/t/s?967


A full-text copy of IES' Amended Bylaws is available for free at:

              http://ResearchArchives.com/t/s?968

                  About Integrated Electrical

Headquartered in Houston, Texas, Integrated Electrical Services,
Inc. -- http://www.ielectric.com/and http://www.ies-co.com/-- is
an electrical and communications service provider with national
roll-out capabilities across the U.S.  Integrated Electrical
Services offers seamless solutions and project delivery of
electrical and low-voltage services, including communications,
network, and security solutions.

The Company provides everything from system design, installation,
and testing to long-term service and maintenance on a wide array
of projects.  With approximately 140 locations nationwide, the
Company is prepared to seamlessly manage and deliver all your
electrical, security, and communication requirements.  The Debtor
and 132 of its affiliates filed for chapter 11 protection on Feb.
14, 2006 (Bankr. N.D. Tex. Lead Case No. 06-30602).  Daniel C.
Stewart, Esq., and Michaela C. Crocker, Esq., at Vinson & Elkins,
L.L.P., represent the Debtors in their restructuring efforts.
Marcia L. Goldstein, Esq., and Alfredo R. Perez, Esq., at Weil,
Gotshal & Manges LLP, represent the Official Committee of
Unsecured Creditors.  As of Dec. 31, 2005, Integrated Electrical
reported assets totaling $400,827,000 and debts totaling
$385,540,000.

The Court confirmed the Debtors' Modified Second Amended Joint
Plan of Reorganization on Apr. 26, 2006.  That plan became
effective on May 12, 2006.  (Integrated Electrical Bankruptcy
News, Issue No. 10; Bankruptcy Creditors' Service, Inc. 215/945-
7000)


INTEGRATED HEALTH: IHS Liquidating Settles Nine Tax Claims
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved
the settlement agreement between IHS Liquidating LLC, as successor
to the Integrated Health Services, Inc., and its debtor-
affiliates, and seven claimants.

As reported in the Troubled Company Reporter on April 24, 2006,
the parties agreed to these settlement amounts:

   Claimant             Claim No.    Unsecured    Priority
   --------             ---------    ---------    --------
   CA Employment          12985        $67,242     $50,000
   Development Program

   Macon-Bibb County        315              0           0
   Tax Commissioner


   Minnesota Dept. of      5280                     16,384
   Economic Security

   New Jersey Div.        14129                    120,000
   of Taxation

   Texas Comptroller      12566      1,758,709     615,000
   of Public Accounts

   Wisconsin Div.          8168          1,551      21,626
   of Revenue             13207          1,888       4,140

Fort Worth's Claim No. 13957 is reduced to $2,998 while NJ Div. of
Taxation's Claim No. 14130 is reduced to $80,713.  Both claims
retain their claim status.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 104; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTERACTIVE BRAND: Mar. 31 Balance Sheet Upside-Down by $2.9 Mil.
-----------------------------------------------------------------
Interactive Brand Development, Inc., filed its Form 10-Q for the
quarter ended Mar. 31, 2006, with the U.S. Securities and Exchange
Commission.

For the quarter ended Mar. 31, 2006, the company reported a net
loss of $3,327,147 on $1,238,600 of total revenues.  This compares
to $111,264 of net income on $2,723,193 of total revenues for the
quarter ended Mar. 31, 2005.

At Mar. 31, 2006, the company's balance sheet showed $50,057,744
in total assets and $52,970,124 in total liabilities, resulting in
a $2,912,380 stockholders' deficit.  The company's Mar. 31, 2006,
balance sheet also showed accumulated deficit of $28,374,532.

A full-text copy of the company's financial statement for the
quarter ended Mar. 31, 2006, is available for free at:

              http://ResearchArchives.com/t/s?95a

                     Alleged LOC Default

On Dec. 31, 2004, the Company's wholly owned subsidiary, Internet
Billing Company LLC, obtained a line of credit from IIG Trade
Opportunities Fund in the amount of $2.1 million to be used for
working capital.  Effective Dec. 5, 2005, the company executed a
First Amendment to Credit and Security Agreement and an amended
and restated promissory note with IIG.  The amended note increased
the company's LOC with IIG from $2.1 million to $6 million.  The
amended note changed the interest rate from 12% per annum to a
rate per annum equal to 6.75% plus the Prime Rate provided,
however, that the interest rate at no time be less than 12% per
annum.

As security for the LOC, the company and its wholly owned
subsidiaries, Media Billing LLC and XTV Investments LLC guaranteed
the repayment of the LOC.  Pursuant to the guarantees, the
company, Media Billing and XTV LLC have entered into security
agreements with IIG which provides IIG with a security interest in
the company's, Media Billing's and XTV LLC's accounts receivable,
processor reserves, investment in PMG and ITVN, inventory,
equipment, property and other collateral.

On May 1, 2006, the company received notice from IIG, alleging
default by the company related to the terms of the company's LOC
in the total amount outstanding of approximately $3.8 million
(approximately $4.0 million borrowed offset by $144,000 in cash
held in escrow by IIG).

The notice of default dated Apr. 25, 2006, claims, in part, that a
default occurred when:

    * iBill and the company violated certain provisions of the
      amended note;

    * the holders of the company's 10% convertible promissory
      notes, in the aggregate amount of $8 million, claimed
      default against the Company;

    * iBill and the company breached various of the terms of the
      loan documents, and

    * securities pledged by the Company were not delivered to IIG.

IIG served notice that pursuant to the credit agreement that they
were terminating their commitment and accelerating and demanding
payment in full of all outstanding amounts owed.  IIG also served
notice that if all outstanding amounts were not immediately paid
in full, they intend to enforce all rights under the original
credit agreement, including but not limited to disposing of any
and all collateral of the company as soon as practicable.

The company however says that it is current on its interest
payments under the terms of the credit agreement.  The company
disputes that a default has occurred, as it believes that the
alleged breaches of the credit agreement, if any, do not give rise
to the acceleration of the amounts owed under the amended note.
Further, the company believes that IIG has violated terms of the
LOC in that among other things it failed to fully fund its
obligation under the LOC.

                      Going Concern Doubt

Jewett, Schwartz, & Associates, expressed substantial doubt on
Interactive Brand's ability to continue as a going concern after
auditing the company's financial statement for the year ended
Dec. 31, 2005.  The auditing firm pointed to the company's
recurring operating losses and working capital deficit.

Interactive Brand Development, Inc.'s executive offices are
located at 2200 Southwest 10th Street in Deerfield Beach, Florida.  
The Company hosts a Web site at http://www.ibidusa.com/


INTERSTATE BAKERIES: Gets Court Nod on $3.2-Mil. Oakland Lot Sale
-----------------------------------------------------------------
The Honorable Jerry Venters of the U.S. Bankruptcy Court for the
Western District of Missouri authorizes Interstate Bakeries
Corporation and its debtor-affiliates to sell their interest in a
property located at 945 53rd Street, in Oakland, California, for
the operation of a thrift store and a depot.  The Property is
comprised of a 1.45-acre land with an 18,891-square foot building.

With the assistance of Hilco Industrial, LLC, and Hilco Real
Estate, LLC, the Debtors have decided to sell the Property to
Madison Park Financial Corporation for $3,200,000.  The Sale
Agreement with Madison Park provides for a $320,000 escrow
deposit.

The Debtors are also authorized to pay outstanding real and
personal property taxes and special charges for the tax year
2004-2005 with respect to the Property in the principal amount of
$17,216 plus interest at a rate of 6% per annum thereon to the
Alameda County, California Tax Collector at Closing.

Samuel S. Ory, Esq., at Skadden Arps Slate Meagher & Flom LLP, in
Chicago, Illinois, told the Court that the Debtors are selling the
property to enable them to continue to wind down operations and
relocate to a more suitable, cost efficient space in the area.

Penalties and delinquent charges on 2004-2005 Property Taxes are
disallowed.

The Court rules that after the Closing and the payment of the
stated amounts to the Tax Collector, the Debtors will have no
further liability to the Tax Collector for real or personal
property taxes with respect to the Property.

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.  Kenneth A. Rosen, Esq., at
Lowenstein Sandler, PC, represents the Official Committee of
Unsecured Creditors.  Peter D. Wolfson, Esq., at Sonnenschein
Nath & Rosenthal, LLP, represents the Official Committee of
Equity Security Holders.  When the Debtors filed for protection
from their creditors, they listed $1,626,425,000 in total assets
and $1,321,713,000 (excluding the $100,000,000 issue of 6.0%
senior subordinated convertible notes due August 15, 2014, on
August 12, 2004) in total debts.  (Interstate Bakeries Bankruptcy
News, Issue No. 39; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


J. RAY: Prices Offering for $200 Million of 11% Senior Sec. Notes
-----------------------------------------------------------------
J. Ray McDermott, S.A., a subsidiary of McDermott International,
Inc. (NYSE:MDR), provides pricing terms of its cash tender offer
and consent solicitation to purchase all of J. Ray's outstanding
11% Senior Secured Notes due 2013, with an aggregate principal
amount of $200 million outstanding.  The Offer remains open and is
scheduled to expire at 5:00 p.m., New York City time, on June 1,
2006, unless otherwise extended.  Through May 16, 2006, 100
percent of the Notes have been tendered in the Offer.

In connection with the Offer, J. Ray is soliciting consents from
holders of the Notes to:

   (i) amend the indenture governing the Notes to eliminate or
       modify most of the restrictive covenants and certain other
       provisions of the Notes and the indenture and

  (ii) authorize amendments to collateral documents that provide
       security for the Notes, in order to allow J. Ray and its
       subsidiaries to grant second-priority liens on the
       collateral.

The total consideration for the Notes was determined as of 10:00
a.m., New York City time, May 17, 2006 by reference to a fixed
spread of 50 basis points over the yield on the 3.375% U.S.
Treasury Note due Dec. 15, 2008.

The total consideration per $1,000 principal amount of the Notes
validly tendered at or prior to 5:00 p.m., New York City time, on
May 16, 2006, and accepted for payment will be $1,187.19.  The
total consideration includes a cash consent payment of $30 per
$1,000 principal amount of the Notes.  Holders of Notes validly
tendered and accepted for payment will also receive accrued and
unpaid interest (including additional interest payable pursuant to
the Registration Rights Agreement relating to the Notes) on their
Notes up to, but not including, the settlement date for the tender
offer and consent solicitation, which will be promptly following
the Expiration Date.

As of the Consent Date, J. Ray had received tenders and consents
for $200 million in aggregate principal amount of the Notes,
representing all of the outstanding Notes, and satisfying a
condition to the Offer that J. Ray receive consents from holders
of at least two-thirds of the principal amount of the Notes.

The Offer is subject to the satisfaction of certain conditions,
including, among other things, the receipt of consents from
holders of at least two-thirds of the principal amount of the
Notes (which J. Ray has obtained) and completion of a proposed
senior secured credit facility of up to $500 million.  All terms
and conditions of the Offer are set forth in J. Ray's Offer to
Purchase and Consent Solicitation Statement dated May 3, 2006, and
the related Letter of Transmittal and Consent.  Subject to
applicable law, J. Ray may, at its sole discretion, waive any
condition applicable to the Offer or extend, terminate or
otherwise amend the Offer.  Neither Notes tendered pursuant to the
Offer nor the related consents may be withdrawn or revoked unless
the Offer is not consummated, except to the extent required by
applicable law.

Credit Suisse Securities (USA) LLC is serving as Dealer Manager
and Solicitation Agent, Morrow & Company, Inc. is serving as
Information Agent and The Bank of New York is acting as Depositary
in connection with the Offer.  Questions regarding the Offer may
be directed toll-free to:

               Credit Suisse Securities (USA) LLC
           Telephone (800) 820-1653 or (212) 538-0652

Requests for documentation may be directed toll-free to:
      
                     Morrow & Company, Inc.
                    Telephone (800) 607-0088


Headquartered in Houston, Texas, J. Ray McDermott S.A. --
http://www.jraymcdermott.com/-- is a leading provider of  
engineering, procurement, construction, and installation services
for offshore oil and gas field developments worldwide.  McDermott
International, Inc. is a leading worldwide energy services
company.  McDermott's subsidiaries provide engineering,
construction, installation, procurement, research, manufacturing,
environmental systems, project management and facility management
services to a variety of customers in the energy and power
industries, including the U.S. Department of Energy.

                          *     *     *

As reported in the Troubled Company Reporter on May 11, 2006,
Standard & Poor's Rating Services assigned its 'B+' rating and a
'3' recovery rating to J. Ray McDermott's SA's proposed
$500 million senior secured credit facilities.  At the same time,
S&P affirmed the 'B+' corporate credit ratings of J. Ray, its
parent, McDermott International Inc., and its sister company, The
Babcock & Wilcox Co.  The outlook has been revised to positive
from stable.  J. Ray currently has $200 million in funded debt.


KMART CORP: Court Allows NJ Tax Court to Adjudicate 2005 Appeal
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
approved the request of Kmart Corporation, its debtor-affiliates
and Troy CMBC Property, LLC, to issue an order authorizing the Tax
Court to proceed and to adjudicate the 2005 Appeal.

As reported in the Troubled Company Reporter on May 2, 2006, Troy
took an appeal of the 2005 valuation of its taxable assets located
within the City of Linden, in New Jersey.

Pursuant to New Jersey state law and procedure, the appeal was
taken to the Tax Court of New Jersey, as a proceeding brought by
Troy to reduce the 2005 taxable value of the property.

Kimberly Robinson, Esq., at Barack Ferazzano Kirschbaum Perlman &
Nagelberg LLP, in Chicago, Illinois, relates that simultaneous
with the proceeding, the Debtors negotiated with Linden on some
claimed 2002 taxes, to which the Debtors had timely objected.

Subject to reinstatement, the Tax Court dismissed the 2005 Appeal
because there were still taxes unpaid for prior years.
Subsequently, the Debtors and Linden negotiated a settlement of
the 2002 taxes, and jointly agreed to the 2005 Appeal's
reinstatement.

In response to a joint application of Troy and Linden, the Tax
Court ordered reinstatement of the 2005 Appeal but was concerned
about its authority to proceed absent closure of the Chapter 11
cases or an order from the Bankruptcy Court authorizing the Tax
Court to proceed.

Headquartered in Troy, Michigan, Kmart Corporation (n/k/a KMART
Holding Corporation) -- http://www.bluelight.com/-- operates  
approximately 2,114 stores, primarily under the Big Kmart or Kmart
Supercenter format, in all 50 United States, Puerto Rico, the U.S.
Virgin Islands and Guam.  The Company filed for chapter 11
protection on January 22, 2002 (Bankr. N.D. Ill. Case No.
02-02474).  Kmart emerged from chapter 11 protection on May 6,
2003.  John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate,
Meagher & Flom, LLP, represented the retailer in its restructuring
efforts.  The Company's balance sheet showed $16,287,000,000 in
assets and $10,348,000,000 in debts when it sought chapter 11
protection.  Kmart bought Sears, Roebuck & Co., for $11 billion to
create the third-largest U.S. retailer, behind Wal-Mart and
Target, and generate $55 billion in annual revenues.  The waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act
expired on Jan. 27, without complaint by the Department of
Justice.  (Kmart Bankruptcy News, Issue No. 110; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: Settles Furniture.com Services Agreement Dispute
-------------------------------------------------------------
Levitz Home Furnishings, Inc., and its debtor-affiliates inked an
agreement resolving their dispute with Furniture.com, Inc.

As reported in the Troubled Company Reporter on April 19, 2006,
the Debtors and Furniture.com were parties to an agreement wherein
Furniture.com, among other things, provides computer software
applications and services to facilitate the sale and service of
the Debtors' products.  

The Services Agreement was excluded from the assets sold to PLVTZ,
LLC, and the Pride Capital Group, the purchasers of substantially
all of the Debtors' assets.

Furniture.com had objected to the sale of the Debtors' operating
stores to the Purchaser.  Furniture.com also asked the Court to
modify the automatic stay so it can terminate the Services
Agreement in accordance with its Letter Agreement with the
purchasers.  

According to John J. Rapisardi, Esq., at Weil, Gotshal & Manges
LLP, in New York, as of the Petition Date, the Debtors owed
Furniture.com $317,088, which constitutes a significant amount of
Furniture.com's income.

                        Settlement Agreement

At the Court's directive, the Debtors and the Purchasers, on the
one hand, and Furniture.com, Inc., and Resurgence Asset
Management, L.L.C., on the other hand, entered into an agreement
resolving their dispute.  The parties' Agreement provided for,
among other things:

    * the sale of a portion of the shares of Furniture.com to
      PFURN, LLC; and

    * the Debtors' assumption and the assignment of their Services
      Agreement with Furniture.com to PLVTZ, LLC.

In accordance with the Agreement and Sections 363 and 365 of the
Bankruptcy Code, Judge Lifland rules that:

    (1) The Services Agreement is assumed by the Debtors and
        assigned to PLVTZ, effective immediately;

    (2) PLVTZ will immediately pay the agreed cure amount;

    (3) The parties' requests filed with the Court are deemed
        withdrawn, with prejudice; and

    (4) The automatic stay pertaining to:

        -- the approval of the Agreement is waived and will not
           apply to the approval of the Agreement and the
           transactions it contemplated; and

        -- the assignment of the Services Agreement is waived and
           will not apply to the assignment of the Services
           Agreement.

                      About Levitz Home

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of  
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 13 Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIBERTY MEDIA: Buying IDT Entertainment in Multi-Million Deal
-------------------------------------------------------------
Liberty Media Corporation and IDT Corporation entered into a
binding term sheet for the sale of IDT Entertainment to Liberty
Media for all of Liberty Media's interests in IDT, $186 million in
cash and the assumption of existing indebtedness.  

With this acquisition, Liberty Media's Starz Entertainment Group
will have the capability to create a wide array of CG animated and
live action programming for domestic and international
distribution in all major channels, including broadcast
syndication, premium television, theatrical, and home video/DVD.

Gregory B. Maffei, CEO of Liberty Media, said "This transaction
furthers our strategy of converting investments into strategic
operating businesses that have synergies with our current
companies.  IDT Entertainment and Starz is a great combination.  
We have appreciated our long friendship with IDT and look forward
to the next phase of our partnership."

"John Malone has been a great mentor and friend.  I anticipate
great things from our continuing business relationship," said
Howard Jonas, IDT's Chairman.

"This is a union of two companies that have complementary
strengths and share the entrepreneurial spirit essential for
success in the rapidly changing world of video production and
distribution," said SEG President and CEO Robert B. Clasen.  "With
the addition of the dynamic, creative team at IDT Entertainment,
our company will be positioned to capitalize fully on the
opportunities afforded by the new era of content."

"In just three years, we have built IDT Entertainment into a
strong, vertically integrated entertainment company," said Jim
Courter, IDT's CEO. "We are capitalizing on the value we have
created in this business in order to allow us to generate an
attractive return for our shareholders.   We believe that Liberty
Media's Starz Entertainment Group is the right company to realize
IDT Entertainment's full potential."

IDT Entertainment CEO Morris Berger said, "Combining with Starz
will provide new avenues of distribution for our expanding slate
of CG animated and live action content."  IDT Entertainment
Chairman Steve Brown added, "Our outstanding creative team looks
forward to bringing the IDT Entertainment experience to millions
of new viewers via the Starz services."

On closing, which the parties expect to occur within the next
three months, Liberty Media will pay to IDT $186 million in cash,
subject to certain adjustments, and all of Liberty Media's equity
interests in IDT and its subsidiaries, including approximately
17.2 million shares of IDT's Class B common stock and Liberty
Media's approximate 5% interest in IDT Telecom.  Liberty will also
assume IDT Entertainment's existing indebtedness.  IDT will be
entitled to receive additional consideration from Liberty based
upon the appreciation in value of IDT Entertainment over the five
year period following closing.  In addition, on closing, IDT
Entertainment and Starz will enter into a five year programming
output agreement for the broadcast on Starz's premium channels
certain IDT Entertainment's proprietary CG animated theatrical
releases and live action programming.  The transaction is subject
to certain customary conditions and contingencies, including the
finalization and execution of definitive documentation and the
receipt of regulatory approvals.

Liberty Media owns a broad range of electronic retailing, media,
communications and entertainment businesses and investments.  It
owns or has interests in some of the world's most recognized and
respected brands and companies, including QVC, Encore, Starz,
IAC/InterActiveCorp, Expedia and News Corporation.

                            About IDT

IDT Corporation (NYSE: IDT, IDT.C), through its IDT Telecom
subsidiary, is a facilities-based, multinational carrier that
provides a broad range of telecommunications services to retail
and wholesale customers worldwide.  IDT Entertainment is the IDT
subsidiary that is focused on developing, acquiring, producing and
distributing computer-generated and traditionally animated
productions and other productions for the film, broadcast and
direct-to-consumer markets.  IDT Capital is the IDT division
principally responsible for IDT's initiatives in radio
broadcasting, brochure distribution and new technologies.   
Net2Phone, Inc., a subsidiary of IDT Corporation, is a provider of
high-quality global retail Voice over IP services and offers a
fully outsourced cable telephony service to cable operators
allowing cable operators to provide residential phone service to
their subscribers.

                    About Starz Entertainment

Starz Entertainment Group LLC (SEG) -- http://www.Starz.com/-- is  
a premium movie service provider operating in the United States.  
SEG offers 16 movie channels including the flagship Starz(R) and
Encore(R) brands with approximately 14.6 million and 26.4 million
subscribers respectively.  Starz Entertainment Group airs more
than 1,000 movies per month across its pay TV channels and offers
advanced services including Starz HDTV, Starz On Demand and
Vongo(SM).  Starz Entertainment Group is a wholly owned subsidiary
of Liberty Media Corporation that is attributed to Liberty Capital
Group.
  
                       About Liberty Media

Based in Englewood, Colorado, Liberty Media Corporation (NASDAQ:
LINTA, LCAPA) -- http://www.libertymedia.com/-- owns a broad  
range of electronic retailing, media, communications and
entertainment businesses and investments.  Its businesses include
some of the world's most recognized and respected brands and
companies, including QVC, Encore, Starz, IAC/InterActiveCorp,
Expedia and News Corporation.  The company was a subsidiary of
AT&T, which had acquired former parent Tele-Communications, Inc.,
in 1999.  In 2001 AT&T spun off Liberty Media as part of the phone
giant's plan to split its empire into several companies.  Liberty
Media completed a spin off of its own in 2004 by separating its
international assets into a new company.  The firm is chaired by
former TCI head John Malone.

                         *     *     *

As reported in the Troubled Company Reporter on April 5, 2006,
Moody's Investors Service placed Liberty Media Corporation's Ba1
corporate family and senior unsecured long-term debt ratings on
review for downgrade.

As reported in the Troubled  Company Reporter on Dec. 9, 2005,
Standard & Poor's Ratings Services said that Liberty Media's 'BB+'
corporate credit rating remains on CreditWatch, where it was
placed with negative implications on Nov. 10, 2005.


LONDON FOG: Court Okays Global Links as Committee's Advisor
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in London
Fog Group, Inc. and its debtor-affiliates' chapter 11 cases
obtained authority from the U.S. Bankruptcy Court for the District
of Nevada to employ Global Links, LLC, as its advisor.

Global Links is expected to:

   a. assist the Committee in communicating with the creditors of
      the estate, many of whom are Asian companies with whom the
      Firm has developed long-standing business relationships and
      attained a high degree of trust and credibility;
   
   b. assist the Committee in evaluating any plans of
      reorganization;
   
   c. assist the Committee in evaluating the Debtors' business
      operations and providing advice concerning the apparel
      industry;

   d. perform other necessary services as the Committee or its
      counsel may request from time to time with respect to
      various business issues that may arise in the cases.

Bill Shields, the president and sole employee of Global Links,
tells the Court that he will bill $250 per hour for this
engagement.

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

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


MARK IV: Moody's Puts Low-B Ratings on $295 Million of Loans
------------------------------------------------------------
Moody's Investors Service affirmed the ratings of Mark IV
Industries, Inc. -- Corporate Family, B1 and existing guaranteed
senior secured credit facilities, B1 -- but changed the outlook to
negative from stable.  The affirmation of the B1 corporate family
rating recognizes that the company maintains strong market share
positions, and has a healthy degree of product, customer and
geographic diversification.

Approximately 50% of revenues are generated from sales outside of
the automotive OEM sector.  In addition, the company has been able
to achieve modest improvement in its credit metrics since the
original assignment of the B1 rating in 2004.

Notwithstanding these positive rating factors, the company's
credit metrics and operating performance remain well below the
rating agency's expectations and are weak for the current B1
rating level.

The negative outlook anticipates that the rating could come under
pressure if the company is not able to fully capitalize on revenue
and margin growth opportunities in the transportation technology
sector and on operating efficiencies in the power train segment
related to certain facilities whose completion has been delayed.

In order to more solidly position itself at the B1 rating level,
Mark IV would need to generate metrics approximating the following
for FY2007: cash EBIT/interest of 1.9 times vs.
1.6 times for FY2006; and debt/EBITDA of 4.0 times vs. 5.3 times
in FY2006.

Moody's assigned a B1 rating to the proposed add-on $125 million
guaranteed senior secured term loan B, and assigned a B3 rating to
the proposed $170 million senior secured second-lien term loan.  
These issuances will be used to refinance Mark IV's $250 Million
of 7.5% non-guaranteed senior subordinated notes due September
2007 and provide additional liquidity.

The B1 rating of the add-on senior secured term loan B reflects
that fact that total first lien debt, on a pro forma basis, will
represent approximately 80% the company's total debt.  The B3
rating of the second lien term loan reflects the relatively lower
asset coverage available to this class of creditors.

Ratings assigned:

   * B1 to the $125 million additional first-lien senior secured
     term loan due June 2011

   * B3 to the $170 million second-lien senior secured term loan
     due December 2011

Ratings affirmed:

   * B1 rating of $845 million of guaranteed senior secured
     credit facilities, consisting of:

   * $150 million US/European revolving credit facility due 2010     

   * $90.7 million-equivalent Euro-denominated European term loan
     A due 2010;

   * $604 million 7-year US term loan B due 2011;

   * Caa1 rating affirmed for Mark IV's $250 Million of 7.5%
     non-guaranteed senior subordinated notes due September 2007;

   * B1 Corporate Family rating

The last rating action was on May 4, 2004 when the rating was
confirmed.

Mark IV is a diversified manufacturer of engineered systems and
components utilizing radio frequency identification, information
display system, small diesel engines, mechanical power
transmission, air admission, fuel and fluid handling and other
technologies that serve industrial, transportation and automotive
markets.  Mark IV manages and reports its operations into two
categories: Industrial & Distribution and Automotive OEM. Annual
revenues approximate $1.8 billion.


MD BEAUTY: Moody's Rates $237 Million Sr. Sec. Facility at B1
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating
of MD Beauty, Inc., the company's B1 first-lien term loan
facilities, and B3 second-lien facility, following the company's
launch of $175 million in add-on term loan facilities that will
partially fund a distribution to shareholders.  Final ratings are
subject to review of documentation.

With relatively small scale MD Beauty is one of the fastest
growing beauty companies and the leading mineral-based cosmetics
company in the country.  Despite the substantial increase in debt
and the rapid re-leveraging of recent earnings gains, the ratings
reflect the company's strong operating momentum; its improved
scale, brand identity, and market position along with its
improving managerial and operational resources.

The ratings outlook remains stable.  Utilizing the 16 factors
cited in Moody's Global Packaged Goods Industry rating methodology
and MD Beauty's pro-forma 2006 financial metrics, the company's
corporate family rating would map to a B1, which is one level
above its current B2 corporate family rating.

The methodology derived rating is lifted by the company's strong
qualitative elements, which are more reflective of a Ba credit
while profitability is more in line with investment grade
companies.  However, the current B2 corporate family rating
reflects the company's weak financial policy score, which is given
particular weight in light of the continued debt-financed return
of capital to its shareholders, as well as its relatively weak
credit metrics.

The first-lien senior secured credit facilities were notched up
due to their significant position in the pro forma debt structure
and the fact that tangible asset support is not expected to fully
cover borrowings in a distressed scenario.

Moody's recognizes that the brands could provide intangible asset
coverage, but that values are likely to trend with operating
performance.  Similarly, while Moody's recognizes the effective
subordination of the second-lien facility, Moody's does not
believe that the difference in recovery prospects for the two
liens warrants more than a 2-notch differential, given the weak
tangible asset base and the potential for significant enterprise
value erosion in a distress scenario.

Proceeds from a debt issuance by MD Beauty's parent will
supplement the dividend to the sponsors. Although the additional
debt is not a contractual obligation of MD Beauty, Moody's
recognizes the effectively increased debt burden on the
enterprise, given the parent's sole reliance on MD Beauty to meet
this rapidly accreting holding company obligation.

However, the ratings also recognize important protections for MD
Beauty creditors including the modest size and PIK interest nature
of the Holdco debt; the long-dated maturity; and the expectation
that the restricted payments provisions in the senior secured
credit agreements and the terms of the subordination agreement
will substantially prohibit MD Beauty's ability to pay cash
interest to its parent prior to the full repayment of the senior
secured facilities.

Over the coming year, Moody's does not anticipate any rating
changes; however, Moody's could consider a positive outlook change
if management successfully builds upon the recent operational
performance to a degree that allows for rapid de-leveraging.

The establishment of a longer track record at current
profitability levels, a more diversified mix of products, brands
and distributional channels, and sustained de-leveraging over the
long-term, with Free Cash Flow to Debt sustained above 8 percent
and Debt to EBITDA below 5 times, could result in a ratings
upgrade.

Conversely, negative rating actions could be possible through the
realization of identified risks resulting in weakened profit
levels and impaired debt reduction capability.

Debt to EBITDA sustained above 7 times or Free Cash Flow to Debt
that remains in the low single digits or is negative, could result
in a downgrade.

These ratings were affirmed, subject to review of documentation:

   * Corporate family rating at B2;

   * $25 million senior secured first-lien revolving credit
     facility due 2011, at B1;

   * $237 million senior secured first-lien term loan facility
     due 2012, at B1; and

   * $146 million senior secured second-lien term loan facility
     due 2013, affirmed at B3.

MD Beauty, Inc. with headquarters in San Francisco, California is
a leading marketer of cosmetics and skin products, under the Bare
Escentuals and MD Formulations brands.


MERIDIAN AUTOMOTIVE: CSFB Seeks Partial Summary Judgment on Claims
------------------------------------------------------------------
Pursuant to Rule 7056 of the Federal Rules of Bankruptcy
Procedure, Credit Suisse, Cayman Islands Branch, as First Lien
Administrative Agent and First Lien Collateral Agent of Meridian
Automotive Systems, Inc., and its debtor-affiliates, seeks partial
summary judgment as to five of the claims in the Official
Committee of Unsecured Creditors' complaint -- to enter judgment
declaring:

    (1) void any security interest of the First Lien Lenders in
        the Centralia Facility;

    (2) that any interest of the First Lien Lenders and Second
        Lien Lenders in the stock of the Guarantors is limited to
        the equity value of the Guarantors as of the Petition
        Date, and the equity value of each of the Guarantors;

    (3) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Vehicles;

    (4) that the First Lien Lenders and Second Lien Lenders have
        no lien in the Debtors' Michigan Real Property; and

    (5) that the Second Lien Lenders have no security interest in
        MAS-Mexico's assets.

Dennis A. Meloro, Esq., at Greenberg Traurig, LLP, in Wilmington,
Delaware, relates that in October 2004, Meridian Automotive
Systems-Composites Operations, Inc., sought to sell its facility
in Centralia, Illinois, to a third-party buyer, and hired First
American Title Insurance Company to act as its escrow agent for
that sale.

As part of the Centralia Sale, Meridian Automotive Systems, Inc.,
asked CSFB to release its liens on the Centralia Facility.
CSFB sent First American a transmittal letter, which enclosed a
UCC-3 financing statement amending the UCC-1 financing statement.
The Composites Amendment was designated an amendment, and was not
in any way designated a "termination," Mr. Meloro tells the
Court.

Therefore, Mr. Meloro says, the Committee's first claim should be
dismissed because First American's unauthorized filing of the
Purported Termination Statement is ineffective as a matter of
Delaware law.

Mr. Meloro asserts that First American:

    (a) did not have actual authority to file the Statement
        because CSFB never authorized or instructed First American
        to file any document other than the Composites Amendment;
        and

    (b) lacked apparent authority to file the Purported
        Termination Statement because CSFB never publicly held out
        First American as its agent or as authorized to act on its
        behalf or to file the Purported Termination Statement.

In addition, the "reasonably diligent title searcher" would have
noticed inconsistencies on the face of the Purported Termination
Statement and on the record, and would have been on notice that
it needed to inquire as to the true nature of that Statement.
The Debtors are not permitted to profit from the mistakes of
their own agent, Mr. Meloro contends.

Summary judgment is also appropriate as to the Committee's other
four claims because of the complete failure of proof regarding
those claims, Mr. Meloro adds.

                   The First Lien Credit Agreement

As reported in the Troubled Company Reporter on Sept. 9, 2005, the
Official Committee of Unsecured Creditors, on Meridian Automotive
Systems, Inc., and its debtor-affiliates' behalf, wants to avoid
certain liens and claims of the first lien lenders and second lien
lenders.

On April 28, 2004, Meridian Automotive Systems, Inc., entered
into a First Lien Credit Agreement with:

    * Credit Suisse First Boston, as First Lien Administrative
      Agent and First Lien Collateral Agent;

    * Goldman Sachs Credit Partners L.P., as Syndication Agent;
      and

    * certain additional lenders party thereto from time to time.

Gregory A. Taylor, Esq., at Ashby & Geddes, P.A., in Wilmington,
Delaware, relates that pursuant to the First Lien Credit
Agreement, the First Lien Lenders made available to MASI a $75
million revolving credit facility and a Tranche B Term Loan in
the principal amount of $235 million.

MASI and all of its affiliates that are guarantors under the
First Lien Credit Facility; and CSFB, as First Lien Collateral
Agent, also entered into a First Lien Guarantee And Collateral
Agreement dated April 28, 2004.  Under the First Lien Collateral
Agreement, the First Lien Guarantors granted a security interest
to CSFB for the ratable benefit of the First Lien Lenders in
substantially all assets of the First Lien Guarantors, including
all Investment Property as defined in the First Lien Collateral
Agreement.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on Apr. 28, 2004, CSFB asserted a lien on
all assets of Meridian Automotive Systems Composites Operations,
Inc.

On Oct. 18, 2004, CSFB filed a U.C.C. Termination Statement
with the Delaware Department of State, terminating and releasing
CSFB's lien with respect to all assets of Meridian Composites.

Pursuant to a U.C.C. Financing Statement filed with the Delaware
Department of State on April 21, 2005, CSFB asserted a lien on
all of Meridian Composites' assets.

                    The Second Lien Credit Agreement

On Apr. 28, 2004, MASI also entered into a Second Lien Credit
Agreement with:

    * CSFB, as Second Lien Administrative Agent and Second Lien
      Collateral Agent;

    * Goldman Sachs, as Syndication Agent; and

    * 20 lenders party thereto from time to time.

Pursuant to the Second Lien Credit Agreement, the Second Lien
Lenders made available to MASI a Tranche C Term Loan in the
aggregate principal amount of $175 million.

MASI and all of its affiliates that are guarantors under the
Second Lien Credit Facility and CSFB, as Second Lien Collateral
Agent, also entered into a Second Lien Guarantee And Collateral
Agreement dated as of Apr. 28, 2004.  Under the Second Lien
Collateral Agreement, the Second Lien Guarantors granted a
security interest to CSFB for the ratable benefit of the Second
Lien Lenders in substantially all assets of the Second Lien
Guarantors, including all Investment Property.

Mr. Taylor tells the Court that Section 5.8 of the First Lien
Collateral Agreement and Second Lien Collateral Agreement limits
the Lien Lenders' security interest in the stock of any Foreign
Subsidiary to 65% of that stock to the extent necessary to avoid
adverse tax consequence to any Grantor.

                         Avoidance Action

Pursuant to the DIP Order, the Official Committee is authorized
and has standing to file and prosecute an adversary proceeding
avoiding the First and Second Lien lenders' claims.

(A) Avoidance as a Preferential Transfer the First Lien Lenders'
     Asserted Lien on All Assets of Meridian Composites

     Mr. Taylor asserts that the Preferential Composites Financing
     Statement purported to perfect a security interest in all
     assets of Composites in favor of CSFB for the ratable benefit
     of the First Lien Lenders.

     Mr. Taylor tells the Court that the Preferential Composites
     Transfer:

        (i) occurred within the 90 days prior to the Petition
            Date;

       (ii) constitutes a transfer of an interest in one or more
            of the Debtors' property;

      (iii) was for the benefit of the First Lien Lenders, each of
            whom was a creditor of one or more of the Debtors
            prior to and at the time the Preferential Composites
            Transfer was made;

       (iv) was on account of one or more antecedent debts owed by
            the Debtors to the First Lien Lenders before the
            Preferential Composites Transfer was made;

        (v) was made while the Debtors, including Meridian
            Composites, were insolvent;

       (vi) will enable the First Lien Lenders to receive more
            than they would have if:

            -- the Debtors' Chapter 11 cases were cases under
               Chapter 7 of the Bankruptcy Code;

            -- the Preferential Composites Transfer had not been
               made; and

            -- the First Lien Lenders received payment of their
               debts under the provisions of the Bankruptcy Code.

     Thus, the Committee is entitled to a Court judgment avoiding,
     recovering, and preserving for the benefit of the Debtors'
     estates the Preferential Composites Transfer or its value,
     Mr. Taylor contends.

(B) Declaration of the Extent of the Guarantees Given by the
     Debtors for the First and Second Lien Lenders' Benefit

     Pursuant to the First Lien and Second Lien Collateral
     Agreements, each Guarantor's guarantee of MASI's obligations
     under the First Lien Facility and the Second Lien Facility is
     limited to the amount, which can be guaranteed by the
     Guarantor under applicable federal and state laws relating to
     the insolvency of debtors.

     Thus, Mr. Taylor asserts that any claims by the First Lien
     Lenders or the Second Lien Lenders against each of the
     Guarantors under the two Lien Collateral Agreements can be no
     greater than the equity value of each Guarantor as of the
     Petition Date.

(C) Declaration and Avoidance of the First Lien Lenders' and
     Second Lien Lenders' Security Interests in the Stock of
     MASI's Foreign Subsidiaries

     Mr. Taylor relates that upon information and belief, each
     Grantor under the First Lien Collateral Agreement and Second
     Lien Credit Agreement will suffer adverse tax consequences if
     the First Lien Lenders and Second Lien Lenders hold a
     security interest in excess of 65% of the Pledged Stock of
     the Foreign Subsidiaries.

(D) Declaration and Avoidance of First Lien Lenders' and Second
     Lien Lenders' Security Interests in Certain Assets of the
     Debtors

     Mr. Taylor relates that the First Lien Lenders and Second
     Lien Lenders assert that they hold a valid, perfected and
     enforceable security interest in:

        (1) certain assets of the Debtors which are located
            outside of the United States, including certain
            patents and patent applications registered or pending
            in various foreign countries;

        (2) certain vehicles owned by the Debtors;

        (3) the capital stock of Meridian Automotive Systems - DO
            Brasil LTDA;

        (4) three real properties owned by the Debtors:

               * 5214 Kraft Ave., Grand Rapids, Michigan;
               * 5292 Kraft Ave., Grand Rapids, Michigan; and
               * Grand River Ave., Fowlerville, Michigan;

        (5) the capital stock of Meridian Automotive Systems, S.
            de R.L. de C.V, MASM Employee Leasing Company, S. De
            R.L. de C.V., and MASM Employee Leasing Company
            Muzquiz Operations, S. De R.L. de C.V; and

        (6) the assets owned by Meridian Automotive Systems -
            Mexico Operations, LLC.

     Mr. Taylor argues that the First Lien Lenders and Second Lien
     Lenders have not taken the necessary steps to perfect any
     security interests they may have been granted in the Debtors'
     assets.  Therefore, the First Lien Lenders and Second Lien
     Lenders do not hold valid, perfected and enforceable security
     interests in the Debtors' assets.

(E) Declaration that the Lien Collateral Agreements are Void for
     Lack of Consideration with Respect to Meridian Automotive
     Systems - Mexico Operations, LLC

     Mr. Taylor contends that when MAS-Mexico executed the First
     Lien Collateral Agreement and Second Lien Collateral
     Agreement in June 2004, MAS-Mexico received no consideration
     from the First Lien Lenders and Second Lien Lenders.

     Thus, MAS-Mexico's pledge of its capital stock and guarantee
     of MASI's obligations under the First Lien Facility and
     Second Lien Facility is voidable for lack of consideration,
     Mr. Taylor asserts.

The Committee asks the U.S. Bankruptcy Court for the District of
Delaware to enter a judgment declaring:

    (1) void any security interest of the First Lien Lenders in
        the Centralia Facility;

    (2) that any interest of the First Lien Lenders and Second
        Lien Lenders in the stock of the Guarantors is limited to
        the equity value of the Guarantors as of the Petition
        Date, and the equity value of each of the Guarantors;

    (3) any security interest of the First Lien Lenders and Second
        Lien Lenders in the Pledged Stock of the Foreign
        Subsidiaries is limited to 65%, or the lesser amount as is
        appropriate, of the total capital stock of the Foreign
        Subsidiaries;

    (4) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Foreign Assets;

    (5) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the Debtors' Vehicles;

    (6) that the First Lien Lenders and Second Lien Lenders have
        no security interest in the capital stock of MAS-Brazil;

    (7) that the First Lien Lenders and Second Lien Lenders have
        no lien in the Debtors' Michigan Real Property;

    (8) the First Lien Collateral Agreement and Second Lien
        Collateral Agreement void for lack of consideration with
        respect to MAS-Mexico:

          -- avoiding any security interest asserted by the First
             Lien Lenders and Second Lien Lenders in the capital
             stock of MAS-Mexico; and

          -- disallowing all claims of the First Lien Lenders and
             Second Lien Lenders against MAS-Mexico; and

    (9) that the Second Lien Lenders have no security interest in
        MAS-Mexico's assets.

                     About Meridian Automotive

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. 27;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


MERITAGE HOMES: Revolving Credit Facility Increased to $800 Mil.
----------------------------------------------------------------
Meritage Homes Corp. amended and restated its revolving credit
facility to increase the facility's total committed balance to
$800 million, previously at $600 million.

In addition, the new facility includes a $250 million accordion
feature allowing the maximum capacity of the facility to be
increased to $1.05 billion, subject to certain conditions.  The
term of the credit facility was also extended to May 2010.

"We are pleased to have completed this agreement with our bank
group," Steven J. Hilton, co-chairman and chief executive officer
of Meritage Homes, said.  "With this credit facility in place, we
have additional flexibility to pursue opportunities for growth in
our homebuilding operations across the South and West."

The administrative agent and swing line lender of the new
facility is Guaranty Bank.  JPMorgan Chase Bank acted as the
syndication agent and Wachovia Bank and Bank of America acted as
co-documentation agents.  U.S. Bank, Wells Fargo Bank, Citicorp
North America, Deutsche Bank Trust Company Americas and UBS
Securities acted as managing agents, with PNC Bank and Suntrust
Bank serving as co-agents.

                   About Meritage Homes Corp.

Meritage Homes Corp. (NYSE: MTH) -- http://www.meritagehomes.com/
-- is a leader in the consolidating homebuilding industry.  The
company is ranked by Builder magazine as the 13th largest
homebuilder in the United States; has been on Forbes' Platinum 400
"Best Managed Big Companies in America" list the last three years;
on Fortune's "Fastest Growing Companies in America" list five of
the last seven years, as well as being a "Fortune 1000" company;
and is included in the S&P SmallCap 600 Index. Meritage operates
in fast-growing states of the southern and western United States,
including six of the top 10 single-family housing markets in the
country, and has reported 18 consecutive years of record revenue
and net earnings.

                         *     *     *

As reported in the Troubled Company Reporter on Dec. 14, 2005,
Fitch affirms Meritage Homes Corporation's 'BB' issuer default
rating, senior unsecured debt, and unsecured bank credit facility
ratings.  The rating applies to approximately $480 million in
senior notes and the $600 million revolving credit facility.  The
Rating Outlook has been changed from Stable to Positive.


MESABA AVIATION: Can't Reject Flight Attendants' Contract
---------------------------------------------------------
The Hon. Gregory F. Kishel of the U.S. Bankruptcy Court for the
District of Minnesota rejected, on May 18, 2006, Mesaba Aviation
Inc.'s (dba Mesaba Airlines) 1113(c) motion to abrogate the labor
contracts of the company's more than 400 flight attendants,
represented by the Association of Flight Attendants - CWA.

"Our members have stood strong and will continue to fight for what
they believe in and that is a fair and equitable contract," Tim
Evenson, Master Council Executive President, said.  "It is
unfortunate that we had to go through this long and unproductive
process.  We have worked hard for what we have and are determined
not to sit idly by and watch our company take away our livelihoods
without a fight."

Mesaba Airlines previously asked its labor unions for a 19.4% wage
and benefit cut for a period of six years and has been unwilling
to discuss alternative cost savings.  AFA-CWA has presented
several proposals that met the projected concessions that were
promptly dismissed by management.

Mesaba, a regional carrier for Northwest Airlines, filed for
bankruptcy in October 2005.  As a wholly owned subsidiary of MAIR
Holdings, Mesaba is solely responsible for 95% of MAIR Holdings
profits.  MAIR Holdings is believed to currently have $120 million
dollars on hand and has not declared bankruptcy.

For over 60 years, the Association of Flight Attendants --
http://www.afanet.org/-- has been serving as the voice for flight  
attendants in the workplace, in the aviation industry, in the
media and on Capitol Hill.  More than 46,000 flight attendants at
20 airlines come together to form AFA-CWA, the world's largest
flight attendant union.  AFA is part of the 700,000-member strong
Communications Workers of America (CWA), AFL-CIO.

                      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 AVIATION: Balks at CBA Delay Due to Bankr. Judge's Ruling
----------------------------------------------------------------
Mesaba Aviation, Inc., a subsidiary company of MAIR Holdings,
Inc., disclosed a statement regarding the ruling of the Hon.
Gregory Kishel of the U.S. Bankruptcy Court for the District of
Minnesota to deny the company's 1113(c) motion to reject its
collective bargaining agreements with its mechanics, flight
attendants and pilots:

"We believe Mesaba has a strong case and it's clearly apparent
from Judge Kishel's well-reasoned and thoughtful opinion that
Mesaba is in dire financial straits and needs cost restructuring.  
The Court found reasonable and necessary Mesaba's core business
assumptions including the 19.4% labor cost concessions over six
years.

Judge Kishel denied Mesaba's motion only due to its failure to
provide a working financial model to the unions and its modeling
of workforce attrition.  These limited issues either already have
been addressed or will be shortly.

Mesaba will continue to meet with its unions to address their
concerns about the bankruptcy and continue to seek consensual
agreements.  While we're disappointed in the delay, Judge Kishel
states that if the unions do not recognize the dire financial
condition of the Company, Mesaba can re-file the motion and it
will be heard promptly."

                      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.


MUSICLAND HOLDING: Committee Has Until June 1 to File Claim
-----------------------------------------------------------
Musicland Holding Corp., its debtor-affiliates, the Official
Committee of Unsecured Creditors and the Secured Trade Creditors
stipulate that the Creditors Committee's time to file any claim
against the Secured Trade Creditors under the DIP Order is
extended until June 1, 2006.

The Creditors Committee reserves the right to seek the Court's
permission for examination of the Secured Trade Creditors,
provided that the Informal Committee of Secured Trade Vendors'
rights to object to the examination of its members are reserved.

The Court approved the parties' Stipulation.

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


NATIONAL WINE: Moody's Affirms $77 Million Sr. Notes' B3 Rating
---------------------------------------------------------------
Moody's Investors Service changed the outlook for the ratings of
National Wine & Spirits, Inc. to stable from negative and
concurrently affirmed existing ratings.  The stable ratings
outlook is prospective for the company realizing further sustained
improvement in its consolidated credit profile, which remains
stretched for the ratings despite some improvement since Moody's
prior ratings action in 2003.

The outlook could revert back to negative if there is material
negative variance under business and financial expectations.
Absent an exogenous event, the ratings and outlook are not likely
to change more positively in the near term.

The actions acknowledge the company's consistent consolidated
performance and improved operations since the negative financial
and business effects of the tumultuous environment in Illinois
during 2002 and 2004 following the realignment of brands by
significant suppliers.

Despite continued net losses from the Illinois operations and
giving consideration to the offsetting benefits provided by the
agreement with Glazer Wholesale Distributors, National Wine's non-
Illinois businesses are expected during the intermediate term to
continue to mitigate less than optimal results in Illinois.

The B2 corporate family rating remains constrained by National
Wine's high consolidated financial leverage and negative free cash
flow.  The latter is significantly sensitive to working capital
requirements, which have increased recently with incremental
business.

Liquidity is adequate, albeit stretched by inventory build and
generally higher working capital requirement, as the company
relies heavily on its $60 million borrowing base governed
revolving facility.  The ratings are further limited by concerns
about acquisitive growth and the related investment needs.

Moody's affirmed ratings:

   * B3 rating for the approximately $77 million 10.125% senior
     unsecured notes, due January 2009

   * B2 Corporate Family Rating

The ratings outlook changed to stable from negative.

National Wine & Spirits, Inc. is a privately owned wholesale
distributor of liquor, wines, and beer throughout the states of
Indiana, Illinois, and Michigan.  The company conducts its
operations through its wholly owned subsidiaries, National Wine &
Spirits Corporation in Indiana, NWS Illinois, LLC, NWS Michigan,
Inc., and United States Beverage LLC.  Consolidated revenues for
the twelve months ended January 2, 2006 were approximately $670
million.


NESCO INDUSTRIES: Posts $1.4 Mil. Net Loss in 2005 2nd Fiscal Qtr.
------------------------------------------------------------------
Nesco Industries, Inc., filed its second quarter financial
statements for the three months ended Oct. 31, 2005, with the
Securities and Exchange Commission.

The Company reported a $1,467,000 net loss on $247,000 of revenues
for the three months ended Oct. 31, 2005.

At Oct. 31, 2005, the Company's balance sheet showed $623,000 in
total assets and $8,621,000 in total liabilities, resulting in a
$7,998,000 stockholders' deficit.

The Company's Dec. 31 balance sheet also showed strained liquidity
with $230,000 in total current assets available to pay $8,527,000
in total current liabilities coming due within the next 12 months.

                       Going Concern Doubt

Rothstein, Kass & Company, P.C., in Roseland, New Jersey, raised
substantial doubt about Nesco Industries, Inc.'s ability to
continue as a going concern after auditing the Company's
consolidated financial statements for the year ended
April 30, 2005.  The auditor pointed to the Company's recurring
losses since inception, negative working capital, and
stockholders' deficit.

A full-text copy of the Company's 2005 Annual Report is available
for free http://ResearchArchives.com/t/s?976

Headquartered in New York, Nesco Industries, Inc. (OTCBB: NESK)
dba Hydrogel Design Systems, manufactures, markets, sells and
distributes aqueous polymer-based radiation ionized gels used in
various medical and cosmetic consumer products.


NOBEX CORP: Has Until June 15 to File Plan of Reorganization
------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
the period within which Nobex Corporation has the exclusive right
to file a chapter 11 plan to June 15, 2006.  The Court also
extended the period within which only the Debtor can solicit
acceptances for a chapter 11 plan to Aug. 14, 2006.  

Alicia B. Davis, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in
Wilmington, Delaware, told the Court that since the Debtor filed
for bankruptcy, it focused its efforts on selling its assets to
Biocon Limited.  The sale is expected to close soon.  The Debtor
has devoted a substantial amount of its time to other estate
matters, including:

   (a) negotiating debtor-in-possession financing matters with
       certain interested parties;

   (b) litigating and resolving a complex dispute between the
       Debtor, Biocon and a group calling themselves as the
       "Founder's Group";

   (c) establishing sale incentive programs for certain of its
       employees;

   (d) preparing the Debtor's schedules of assets and liabilities
       and statements of financial affairs;

   (e) establishing a bar date for creditors to file proofs of
       claim against the Debtor; and

   (g) handling other contested matters before the Court.  

The Debtor has also directed a portion of its resources to the
reporting requirements of the Office of the United States Trustee
and complying with the Debtor's other administrative obligations.  
These tasks have been performed by a very limited employee base.

The Debtor is also in talks with its principal creditor
constituencies regarding a liquidating plan of reorganization.  

                     About Nobex Corporation

Headquartered in Durham, North Carolina, Nobex Corporation --
http://www.nobexcorp.com/-- is a drug delivery company developing
modified drug molecules to improve medications for chronic
diseases.  The Company filed for chapter 11 protection on
Dec. 1, 2005 (Bankr. D. Del. 05-20050).  Alicia B. Davis, Esq.,
Derek C. Abbott, Esq., and Curtis S. Miller, Esq., at Morris,
Nichols, Arsht & Tunnell LLP represent the Debtor in its
restructuring efforts.  J. Scott Victor at SSG Capital Advisors,
L.P., is providing Nobex with investment banking services.  
Michael B. Schaedle, Esq., and David W. Carickhoff, Esq., at Blank
Rome LLP, represent the Official Committee of Unsecured Creditors
in Nobex's chapter 11 case, and John Bambach, Jr., and Ted Gavin
at NachmanHaysBrownstein, Inc., provide the Committee with
financial advisory services.  When the Debtor filed for protection
from its creditors, it estimated between $1 million to $10 million
in assets and $10 million to $50 million in liabilities.


NTELOS INC: Credit Facility Amendment Cues Moody's to Cut Ratings
-----------------------------------------------------------------
Moody's Investors Service affirmed the B2 Corporate Family Rating
of NTELOS Inc. and lowered the company's 1st priority senior
secured rating to B2 from B1.  The outlook remains positive.

The rating action is prompted by the company's intention to amend
its senior secured bank credit facility to effectively merge its
$225 million 2nd lien senior secured debt into the $400 million
1st lien term facility while increasing the total facility by $10
million.  The $35 million 1st lien senior secured revolver will
remain unchanged.

The resulting $665 million bank facility will then constitute
essentially all of the company's debt capital. Moody's expects to
withdraw the existing B2 rating on NTELOS' 2nd lien senior secured
bank facility once the proposed transaction closes towards the end
of May 2006.

Downgrades:

Issuer: NTELOS Inc.

   * Senior Secured Bank Credit Facility, Downgraded
     to B2 from B1

Based in Waynesboro, Virginia, NTELOS is a regional communications
provider in Virginia and West Virginia with over 335,000 wireless
subscribers and about 47,000 local access lines in its incumbent
territory.


OMNI CAPITAL: Court Okays Assumption of Real Estate Title's Lease
-----------------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky in Louisville gave Omni Capital
Limited Partnership and its tenant, Real Estate Title Services,
LLC, approval of the assumption, modification and continuation of
the Lease.

RETS leases approximately 12,500 square feet of office space in
the Debtor's building.

The Debtor and RETS agreed to assume the lease, with non-material
amendments, after filing for bankruptcy protection.

Currently the Lease provides for two, five-year renewal options
and has provisions related to the landlord's inspection rights.  
Pursuant to the Debtor's and RETS' agreement, the renewal options
are changed to two, three-year renewal options and modifications
were made to the landlord's inspection rights to address certain
privacy concerns.

RETS is current on its rental obligations to the Debtor under the
Lease and the Debtor does not have any defaults to cure under the
Lease.

While the assumption and modification of the Lease does not
constitute a new lease of the Debtor's real property, in light of
Bayview Loan Servicing, LLC's rights under the Sale Order, the
assumption of Lease is expressly conditioned upon RETS receiving
Bayview's consent to the proposed assumption and continuation of
the Lease in a form and manner satisfactory to RETS.

Further, the Debtor and RETS agree that the Debtor shall not
attempt to sell the Real Property free and clear of the Lease
unless there is a material default under the Lease by RETS for
which all applicable cure periods have expired.

The Debtor's assumption of the Lease shall not amend in any way
the rights of Bayview under the Dec. 9, 2005, Cash Collateral
Order and Bayview's right to its monthly cash surplus payments.

Bayview is a successor-in-interest to Allstate Insurance Company
under a 15-year mortgage note.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor filed for chapter 11 protection on Sept. 9,
2005 (Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz,
Esq., at Foley Bryant & Holloway, PLLC, represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed.  When the Debtor filed for
protection from its creditors, it listed $11,578,450 in assets and
$7,424,571 in debts.


OMNI CAPITAL: Court Okays Assumption of First Residential's Lease
-----------------------------------------------------------------
The Honorable David T. Stosberg of the U.S. Bankruptcy Court for
the Western District of Kentucky in Louisville gave Omni Capital
Limited Partnership and its tenant, First Residential Mortgage
Network, Inc., approval of the assumption, modification and
continuation of the Lease.

First Residential leases an 11,000 square feet of office space in
the Debtor's building.

Judge Stosberg also approved a lease of approximately 53,000
additional square feet of space of net rental space in the
building.

                       Assumption of Lease

The Debtor and First Residential agree to assume the lease, with
non-material amendments, after filing for bankruptcy protection.

Currently the Lease provides for two, five-year renewal options
and has provisions related to the landlord's inspection rights.  
Under the Debtor's and First Residential' agreement, the renewal
options were changed to two, three-year renewal options and
modifications were made to the landlord's inspection rights to
address certain privacy concerns.

First Residential is current on its rental obligations to the
Debtor under the Lease and the Debtor does not have any defaults
to cure under the Lease.

While the assumption and modification of the Lease does not
constitute a new lease of the Debtor's real property, in light of
Bayview Loan Servicing, LLC's rights under the Sale Order, the
assumption of Lease is expressly conditioned upon First
Residential receiving Bayview's consent to the proposed assumption
and continuation of the Lease in a form and manner satisfactory to
First Residential.

Further, the Debtor and First Residential agree that the Debtor
shall not attempt to sell the Real Property free and clear of the
Lease unless there is a material default under the Lease by First
Residential for which all applicable cure periods have expired.

The Debtor's assumption of the Lease shall not amend in any way
the rights of Bayview under the Dec. 9, 2005, Cash Collateral
Order and Bayview's right to its monthly cash surplus payments.

Bayview is a successor-in-interest to Allstate Insurance Company
under a 15-year mortgage note.

                            New Lease

First Residential's entry into the New Lease is expressly
conditioned upon:

   (a) Bankruptcy Court approval under Sections 362, 363 and 365
       of the U.S. Bankruptcy Code of:

       (i) the Lease Assumption Motion;

      (ii) a lease assumption motion relating to a lease between
           the Debtor and Real Estate Title Services dated
           Nov. 3, 2003, in a form satisfactory to First
           Residential; and

     (iii) the New Lease;

   (b) Bayview's consent, under its Consent Right, to the New
       Lease, and assumption of the First Residential and RETS
       Leases in a form and manner satisfactory to First
       Residential which will protect First Residential and
       RETS' Leases in the Real Property in the event the Real
       Property is sold; and

   (c) the Debtor obtaining funding, independent of Bayview's cash
       collateral to pay for the tenant improvements set forth in
       Section 1.02K of the Lease Amendment and payments of
       Leasing Commissions set forth in Section 1.02R of the Lease
       Amendment.

A prior condition of Kentucky Economic Development Finance
Authority approving certain incentives relating to the New Lease
has been satisfied.

Headquartered in Louisville, Kentucky, Omni Capital Limited
Partnership collects rent from various tenants of its office
building.  The Debtor filed for chapter 11 protection on Sept. 9,
2005 (Bankr. W.D. Ky. Case No. 05-36490).  William Stephen Reisz,
Esq., at Foley Bryant & Holloway, PLLC, represents the Debtor in
its restructuring efforts.  No Official Committee of Unsecured
Creditors has been appointed.  When the Debtor filed for
protection from its creditors, it listed $11,578,450 in assets and
$7,424,571 in debts.


ONEIDA LTD: Court Okays Insurance Premium Financing Agreements
--------------------------------------------------------------
The Honorable Allan L. Gropper of the U.S. Bankruptcy Court for
the Southern District of New York in Manhattan authorized Oneida
Ltd. and its debtor-affiliates to continue honoring their
obligations pursuant to:

   (i) three directors and officers liability and fiduciary
       insurance policies under a Premium Finance Agreement
       Disclosure Statement and Security Agreement Commercial
       Insurance Premium Finance and Security Agreement between
       Oneida and AICCO, Inc., dated Sept. 20, 2005, and

  (ii) six property and general liability insurance policies under
       a Premium Finance Agreement Disclosure Statement and
       Security Agreement between Oneida and AICCO dated Sept. 20,
       2005, and including, but not limited to, making periodic
       payments to AICCO pursuant to the terms of the Finance
       Agreements.

Judge Gropper also authorized and directed all applicable banks
and other financial institutions to receive, process, honor and
pay any and all checks drawn on the Debtors' accounts and
electronic transfers authorized by the Debtors to make payments
under the Finance Agreements, provided that sufficient funds are
available to make those payments.

Douglas P. Bartner, Esq., at Shearman & Sterling LLP in New York
tells the Court that the Financed Insurance Policies are essential
to the preservation of the Debtors' businesses, properties and
assets.  In some cases, regulations, laws and contracts that
govern the Debtors' business obligations require the coverage.

                      D&O Finance Agreements

Pursuant to the three D&O Finance Agreements, AICCO agreed to pay
$444,024 in advance to Oneida's insurance carriers.  The amount
constitutes the full annual insurance premium for the D&O
Insurance Policies.

In exchange, the D&O Finance Agreements require Oneida to pay
AICCO a cash down payment of $111,006 and to make nine monthly
payments for $37,923.05, starting Oct. 1, 2005.  The down payment
includes a prorated portion of the $8,289.45 annual finance
charge.

               General Liability Finance Agreements

Pursuant to the six Property and General Liability Finance
Agreements, AICCO agreed to pay $445,593 in advance to Oneida's
insurance carriers.  The amount constitutes the full annual
insurance premium for the Property and General Liability Insurance
Policies.

In exchange, the Property and General Liability Finance Agreements
require Oneida to pay AICCO a cash down payment of $86,834.83 and
to make 10 monthly payments for $36,853.12, starting Oct. 1, 2005.  
The down payment includes a prorated portion of the $9,773.03
annual finance charge.

Each of the Finance Agreements includes a security agreement that
grants AICCO a security interest in all sums payable to Oneida
pursuant to each Finance Agreement's Financed Insurance Policies,
including any gross return premiums that would be payable in the
event of cancellation of the Financed Insurance Policies and loss
payments that reduce the Unearned Premiums.

Thus, AICCO likely is entitled to adequate protection in the form
of payment pursuant to the Finance Agreements.  Before filing for
bankruptcy, Oneida owed AICCO a total of approximately (i)
$113,769 under the three D&O Finance Agreements, and (ii) $147,412
under the six Property and General Liability Finance Agreements.

Based in Oneida, New York, Oneida Ltd. -- http://www.oneida.com/
-- is the world's largest manufacturer of stainless steel and
silverplated flatware for both the Consumer and Foodservice
industries, and the largest supplier of dinnerware to the
foodservice industry.  Oneida is also a leading supplier of a
variety of crystal, glassware and metal serveware for the tabletop
industries.  The Company and its 8 debtor-affiliates filed for
Chapter 11 protection on March 19, 2006 (Bankr. S.D. N.Y. Case
Nos. 06-10489 through 06-10496).  Douglas P. Bartner, Esq., at
Shearman & Sterling LLP represents the Debtors.  Credit Suisse
Securities (USA) LLC is the Debtors' financial advisor.  Scott L.
Hazan, Esq., and Lorenzo Marinuzzi, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represent the Official Committee
of Unsecured Creditors.  When the Debtors filed for protection
from their creditors, they listed $305,329,000 in total assets and
$332,227,000 in total debts.  On May 12, 2006, Judge Gropper
approved the Debtors' disclosure statement.


ORIS AUTOMOTIVE: Committee Hires Najjar Denaburg as Counsel
-----------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in Oris
Automotive Parts Alabama, Ltd.'s chapter 11 case obtained
authority from the U.S. Bankruptcy Court for the Northern District
of Alabama to employ Najjar Denaburg, P.C., as its bankruptcy
counsel.

Najjar Denaburg is expected to:

    a. assist the Committee in analyzing the reorganization
       efforts of the Debtor;

    b. give the Committee legal advice with respect to its duties
       and powers in connection with the Debtor's chapter 11 case;

    c. assist the Committee in the investigation of the acts,
       conduct, assets, liabilities and financial condition of the
       Debtor, the operation of the Debtor's business and the
       desirability of the continuance of such business, and any
       other matter relevant to the case or formulation of a plan;

    d. participate with the Committee in the formulation of a
       plan;

    e. assist the Committee in requesting the appointment of a
       trustee or examiner, should an action be necessary; and

    f. perform other legal services as may be required in the
       interest of the creditors.

The Committee discloses that the Firm's professionals bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Charles L. Denaburg, Esq.             $350
       Marvin E. Franklin, Esq.              $240
       Steven D. Altmann, Esq.               $225
       Donald D. Knowlton, Esq.              $175
       Paralegals                             $75

To the best of the Committee's knowledge, Najjar Denaburg does not
represent any interest adverse to Debtor or the Committee.

Headquartered in McCalla, Alabama, Oris Automotive Parts Alabama,
Ltd. -- http://www.oris-gmbh.de/-- manufactures automotive parts.   
The company filed for chapter 11 protection on Mar. 16, 2006
(Bankr. N.D. Ala. Case No. 06-00813).  Clark R. Hammond, Esq., at
Johnston, Barton, Proctor & Powell LLP, represents the Debtor in
its restructuring efforts.  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.


PACIFIC COAST: Moody's Rates $21 Million Class C-1 Notes at C
-------------------------------------------------------------
Moody's Investors Service announced that the following Classes of
Notes issued by Pacific Coast CDO, Ltd.  According to Moody's,
this action is due to the continuing deterioration in credit
quality of the collateral pool.

Tranche Description: $450,000,000 Class A First Priority Senior
Secured Floating Rate Notes due 2036

   Current Rating: Aa2

   Prior Rating: Aaa on watch for possible downgrade

Tranche Description: $96,000,000 Class B Second Priority Senior
Secured Floating Rate Notes due 2036

   Current Rating: Ba1 on watch for possible downgrade

   Prior Rating: A2 on watch for possible downgrade

Tranche Description: $21,000,000 Class C-1 Mezzanine Secured
Floating Rate Notes due 2036

   Current Rating: C

   Prior Rating: Caa2 on watch for possible downgrade

Tranche Description: U.S. $9,000,000 Class C-2 Mezzanine Secured
Floating Rate Notes due 2036

   Current Rating: C

   Prior Rating: Caa2 on watch for possible downgrade


PLIANT CORP: Hires Buck Consultants as Compensation Consultant
--------------------------------------------------------------
Pliant Corporation and its debtor-affiliates obtained the U.S.
Bankruptcy Court for the District of Delaware's permission to
employ Buck Consultants, an ACS Company, as their compensation
consultant, pursuant to the terms an engagement letter, nunc pro
tunc to February 3, 2006.

As set forth in the Engagement Letter, Buck will render these
services -- the Initial Services -- to Pliant Corporation:

a. Collect information

   Buck will work with management to gather and review current
   job descriptions, organizational charts, compensation
   program information (e.g., incentive plan documents and
   funding information) and incumbent data for participants in
   the current Management Incentive Plan and these executive
   positions:

      -- Chief Executive Officer
      -- Chief Operating Officer
      -- President, Specialty Products
      -- SVP/GM, Industrial
      -- VP, Strategy/Corporate Development
      -- VP & General Counsel
      -- SVP, Finance
      -- SVP, Technology & Innovation
      -- VP, Human Resources
      -- SVP/GM, Converter
      -- Corporate Controller
      -- VP & Treasurer

b. Identify Peer Groups

   Buck will work with management to identify two
   groups of peer companies:

      1. Companies that are within similar industries where
         Pliant recruits for talent, and that are reasonably
         comparable to Pliant in terms of annual revenues and
         other relevant metrics; and

      2. Companies that have recently filed for Chapter 11.

c. Assess Annual Incentive Levels

   Buck will perform an independent market analysis of incentive
   compensation ranges at peer companies.

d. Benchmark Pliant's MIP Payouts against Industry Comparables

   Buck will assess the reasonableness of Pliant's current annual
   incentive levels for the identified executives and MIP
   participants.  This will include a review of Pliant's target
   annual incentive percentages and proposed payouts relative to
   performance in specific financial measures (e.g., EBITDA).
   Buck will compare the Company's proposed incentive payments to
   competitive practice using independent market analysis and
   conclusions.  The analysis will be conducted on an
   individualized or group basis.

   The firm will independently recommend reasonable MIP payout
   ranges for the specified executives and employee groupings to
   the extent that market differs from Pliant's proposed ranges.

e. Create Summary Report

   Buck will create a summary report combining all of their work
   and setting forth their findings, conclusions and
   recommendations.

f. Provide Testimony

   Buck will provide an independent expert witness testimony
   regarding its market analysis and its assessment of any
   resulting 2005 MIP payouts in light of the competitive
   analysis.

At Pliant's request, Buck will also perform additional services
including:

   -- conducting an independent assessment and making
      recommendations concerning Pliant's MIP for 2006, and
      proposed 2006 targets under MIP to Pliant management
      participants;

   -- carrying out an independent assessment and making
      recommendations concerning the possibility of an Emergence
      Bonus for key Pliant employees principally contributing to
      the success of its planned reorganization and emergence
      from bankruptcy; and

   -- conducting an independent assessment and making
      recommendations concerning all other Pliant compensation
      and benefits plans and programs, including incentive plans
      in addition to the MIP.

The Debtors will pay Buck for its services on an hourly basis.  
The Debtors will also reimburse the firm for its reasonable out-
of-pocket expenses, which should not exceed 10% of the total
fees.

The hourly rates of Buck's professionals are:

      Position Level                     Hourly Rate
      --------------                     -----------
      Principal                          $550 - $670
      Director                           $400 - $500
      Senior Consultant                  $300 - $400
      Consultant                         $220 - $260

David Hofrichter, Buck Managing Partner and National Practice
Leader for Compensation, anticipates the firm to bill between
$38,000 and $45,000 considering the time required to complete the
report as part of the Initial Services.

Mr. Hofrichter assures the Court that Buck:

   -- is a "disinterested person" as that term is defined in
      Section 101(14) of the Bankruptcy Code, as modified by
      Section 1107(b); and

   -- does not hold or represent an interest adverse to the
      Debtors' estate as required by Section 327(a).

Headquartered in Schaumburg, Illinois, Pliant Corporation --
http://www.pliantcorp.com/-- produces value-added film and
flexible packaging products for personal care, medical, food,
industrial and agricultural markets.  The Debtor and 10 of its
affiliates filed for chapter 11 protection on Jan. 3, 2006
(Bankr. D. Del. Lead Case No. 06-10001).  James F. Conlan, Esq.,
at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S.
Brady, Esq., at Young, Conaway, Stargatt & Taylor, represent the
Debtors in their restructuring efforts.  The Debtors tapped
McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy
counsel.   The Ontario Superior Court of Justice named RSM
Richter, Inc., as the Debtors' information officer in their
restructuring proceeding under Companies Creditors Arrangement Act
in Canada.  Kenneth A. Rosen, Esq., at Lowenstein Sandler, P.C.,
serves as counsel to the Official Committee of Unsecured
Creditors.  Don A. Beskrone, Esq., at Ashby & Geddes, P.A., is
local counsel to the Creditors' Committee.  As of Sept. 30, 2005,
the company had $604,275,000 in total assets and $1,197,438,000 in
total debts.  (Pliant Bankruptcy News, Issue No. 10; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PROGRESS RAIL: Inks $1-Billion Merger Agreement with Caterpillar
----------------------------------------------------------------
Caterpillar Inc. has reached an agreement to acquire Progress Rail
Services, Inc., for $1 billion in cash, stock and assumption of
debt.  Progress Rail is majority owned by One Equity Partners, a
private equity affiliate of JP Morgan Chase & Company, Inc.

Based in Albertville, Alabama, Progress Rail is a leading provider
of remanufactured locomotive and railcar products and services
to the North American railroad industry.  With 2005 sales of
$1.2 billion, the company has one of the most extensive rail
service and supply networks in North America.  It operates more
than 90 facilities in 29 states in the United States, Canada and
Mexico, with about 3,700 employees.

"This is an important acquisition due to its size and scope.  The
rail aftermarket services business is a strong fit with our
strategic direction and will leverage our remanufacturing
capability," said Caterpillar Chairman and Chief Executive Officer
Jim Owens.  "Progress Rail provides excellent diversified growth
to Caterpillar, enhancing our ability to deliver attractive
profitability throughout the business cycles."

"I am extremely pleased that Progress Rail is becoming part of the
Caterpillar family," commented William P. Ainsworth, president and
chief executive officer of Progress Rail.  "Progress Rail's
success has been attributable to our dedicated employees and
commitment to our valued customers, and Caterpillar shares these
same values with our company.  By leveraging the world-class
capabilities of Caterpillar within Progress Rail, the future is
bright for our employees, our customers and our business."

Progress Rail offers a full range of reconditioned and
remanufactured railcar components, rail and track products,
railcar and locomotive repair, rail welding, maintenance of way
equipment and railcar dismantling.

"Progress Rail is a leading aftermarket services provider to the
rail industry, and this is a premier opportunity for Caterpillar
to continue to grow its services portfolio," said Steve Fisher,
Caterpillar vice president with responsibility for
remanufacturing.  "They provide highly integrated solutions, have
developed important long-term customer relationships with the
railroads and have earned an excellent reputation throughout the
industry.  We are especially pleased that Billy Ainsworth and the
senior management team will join Caterpillar and continue to lead
Progress Rail.  Together, we will be very well positioned to
better serve the rapidly growing railroad maintenance and repair
business."

"There are significant benefits as Progress Rail becomes part of
Caterpillar," said Steve Wunning, Caterpillar group president.   
"Progress Rail is very customer focused and brings an extensive
network of aftermarket operations in the United States, Canada and
Mexico.  Together, we will be able to provide a broader array of
services to the rail industry and expand outside of North America
to the rest of the world.  Progress Rail will use Caterpillar's
extensive remanufacturing technology and processes to build upon
their already superior capability.  We expect this transaction to
be accretive to our 2006 earnings and exceed our internal hurdle
rate."

Under the terms of the agreement, Caterpillar will acquire
Progress Rail for approximately $800 million in cash and
Caterpillar stock, and $200 million through the assumption of
long-term debt.  Of the approximately $800 million, 53% is
expected to be paid in cash and 47% in Caterpillar stock. The
transaction closing is subject to obtaining regulatory approvals
and should take place around the end of second quarter 2006.

Monroe Securities and Lehman Brothers provided the financial
advisory services, and Mayer Brown Rowe & Maw provided legal
services to Caterpillar.  Credit Suisse, JP Morgan and Morgan
Stanley provided advisory services, and Morgan Lewis & Bockius
provided legal services to Progress Rail.

                        About Caterpillar

Caterpillar Inc. -- http://www.CAT.com/-- is the world's leading  
manufacturer of construction and mining equipment, diesel and
natural gas engines and industrial gas turbines.

                    About One Equity Partners

One Equity Partners -- http://www.oneequity.com/-- manages  
$5 billion of investments and commitments for JP Morgan Chase &
Co. in direct private equity transactions.  Partnering with
management, OEP invests in transactions that initiate strategic
and operational changes in businesses to create long-term value.  
OEP's investment professionals are located across North America
and Europe, with offices in New York, Chicago and Frankfurt.

                       About Progress Rail

Headquartered in Albertville, Alabama, Progress Rail --
http://www.progressrail.com/-- is one of the largest diversified  
providers of outsourced maintenance and repair services to the
railroad industry in North America.  Progress Rail offers a broad
array of products and services for the maintenance and repair of
railcars, locomotives and track infrastructure.  With more than 90
facilities located throughout the United States, Canada and
Mexico, Progress Rail is strategically located and well equipped
to meet its growing customer demands.  


PROGRESS RAIL: Caterpillar Merger Cues Moody's to Review Ratings
----------------------------------------------------------------
Moody's Investors Service placed its ratings of Progress Rail
Services Holdings Corporation and its subsidiary PRSC Acquisition
Corp., on review for possible upgrade.  The review was prompted by
the announcement that Caterpillar Inc. will be purchasing Progress
Rail for $1 billion including the assumption of Progress Rail's
$200 million of 7.75% Senior Unsecured Notes due 2012 issued by
Progress Rail's subsidiary, PRSC Acquisition Corp.

The review of Progress Rail's ratings will focus on the potential
credit benefits for Progress Rail as part of the larger
Caterpillar, including the potential for and nature of any
explicit support for Progress Rail's debt holders from
Caterpillar.

Moody's notes that Progress Rail's Notes are non-callable before
April 1, 2008 and contain various restrictive provisions as well
as a requirement to offer to repurchase the bonds at 101% of face
value in the event of a change of control.

Moody's believes that it is possible that some portion of Progress
Rail's debt could be repaid in conjunction with the acquisition.  
If any Progress Rail debt remains outstanding following the
acquisition and is unconditionally guaranteed by Caterpillar, the
rating will likely be upgraded to Caterpillar's current A2 rating.

If any remaining Progress Rail debt is not guaranteed by
Caterpillar, and the company continues to make adequate financial
information available, the Progress Rail rating could be upgraded
modestly but might remain within the speculative grade range.
Should the company not make financial information regarding
Progress Rail available, the ratings would be withdrawn.

According to Caterpillar, the transaction is expected to be funded
with approximately $425 million of cash and $375 million in
Caterpillar stock, in addition to the assumption of the Notes.

On Review for Possible Upgrade:

Issuer: PRSC Aquisition Corp.

   * Senior Unsecured Regular Bond/Debenture, Placed on Review
     for Possible Upgrade, currently B2

Issuer: Progress Rail Services Holdings Corporation

   * Corporate Family Rating, Placed on Review for Possible
     Upgrade, currently B1

Outlook Actions:

Issuer: PRSC Aquisition Corp.

   * Outlook, Changed To Rating Under Review From Stable

Issuer: Progress Rail Services Holdings Corporation

   * Outlook, Changed To Rating Under Review From Stable


The Speculative Grade Rating of SGL-2 is unaffected at this time.

Progress Rail Services Holdings, headquartered in Albertville, AL,
provides outsourced maintenance and repair services and products
to the railroad industry in North America.


QUANTUM MECHANICAL: Case Summary & 20 Largest Unsecured Creditors
-----------------------------------------------------------------
Debtor: Quantum Mechanical Contractors, Inc.
        fdba Quantum Plumbing and Heating, Inc.
        5811 East Princeton Avenue
        Fresno, California 93727

Bankruptcy Case No.: 06-10673

Type of Business: The Debtor is a full mechanical contracting
                  company specializing in the design and
                  installation of plumbing, utility piping, boiler
                  installation and service, architectural sheet
                  metal and metal roofing.
                  See http://www.quantum-mech.com/

Chapter 11 Petition Date: May 18, 2006

Court: Eastern District of California (Fresno)

Debtor's Counsel: Hagop T. Bedoyan, Esq.
                  Caswell, Bell & Hillison LLP
                  5200 North Palm Avenue, Suite 211
                  Fresno, California 93704
                  Tel: (559) 225-6550
                  Fax: (559) 225-7912

Total Assets: $5,468,853

Total Debts:  $3,781,345

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Hajoca Corp                                            $284,237
Department LA 21143
Pasadena, CA 91185-1143

Fresno Pipe and Supply, Inc.                           $254,847
4696 East Commerce Avenue
P.O. Box 2760
Fresno, CA 93725

Insulation Contracting & Supplies                      $122,623
P.O. Box 2336
Fresno, CA 93745-2336

Pipe Trades DC#36 Trust Funds                          $100,000

Bedard Controls, Inc.                                   $85,521

State Compensation                                      $58,781
Insurance Fund

Crouse & Associates              Insurance              $50,273

United Rentals Northwest, Inc.                          $36,296

Norman Wright Mechanical                                $30,692
Equipment

Associated Air Compressor                               $27,334

Quinn Rental Services                                   $15,285

Allied Insurance                                        $13,920

Dowling, Aaron & Keeler, Inc.                           $13,343

Onicon, Inc.                                             $9,591

CitiBusiness Card                                        $6,264

Capital One, FSB                                         $6,043

California Hydronics Corp.                               $5,536

Golden State Excavation, Inc.                            $5,307

Central Valley Culligan                                  $5,276

Harrington Industrial Plastics                           $5,177


REFCO INC: Wants to Amend and Assumes WFC Tower Leases
------------------------------------------------------
Refco Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for authority to
assume the WFC Tower A Company Leases under the Lease Amendments
and to allow the Early Termination Claim.

                        WFC Tower Lease

Refco Group Ltd., LLC, and WFC Tower A Company are parties to two
non-residential real estate leases for property located on the
22nd, 23rd, and 24th floors of One World Financial Center in New
York.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, relates that the Leases currently expire on March 31,
2008.  The Debtors are current on their annual rent, which is
approximately $3,700,000.

Although the Debtors are in the process of winding down their
remaining operations, Ms. Henry tells Judge Drain that they
currently occupy the Premises.

Prior to filing for bankruptcy, Ms. Henry recounts, the Premises
were the headquarters for the Debtors' domestic operations.  
Hence, the Premises housed a number of computer servers critical
to the Debtors' business operations.

In addition, Man Financial Inc., relies on these servers to the
extent the data contained have not been fully integrated into its
systems.  Relocating those servers and the information contained
on them will take considerable time, Ms. Henry notes.

The Debtors state that they are investigating the means to
relocate the critical equipment with minimal disruption and
expense.  They believe that the estates will incur significant
expenses if the estates are compelled to relocate that equipment
on an expedited basis.  Thus, the Debtors need to remain in the
Premises beyond the May 15, 2006 deadline for them to assume or
reject unexpired real property leases.

Ms. Henry states that WFC Tower was aware of the impending
Assumption Deadline and made arrangements to lease a significant
portion of the Premises to an existing tenant in the building.

                      Lease Amendments

In connection with the proposed assumption of the Leases, the
Debtors and the WFC Tower agreed to amend the Leases.  The
salient terms of the Lease Amendments are:

   (a) The Debtors are permitted to remain in the Premises
       beyond the Assumption Deadline.

   (b) The Debtors will surrender the Premises on a rolling
       basis.  The Debtors have initially agreed to surrender
       certain floors of the Premises on July 15, 2006, and to
       have completely surrendered the Premises by June 30,
       2007.  To the extent the Debtors do not surrender the
       Premises in a timely manner, the Debtors will pay twice
       the base rent for that area of the Premises in which
       they remain beyond an agreed surrender date.

   (c) The blended rate per square foot under the Lease
       Amendments is $44.03.

   (d) Upon vacating the Premises, the Debtors will remove any
       non-attached personal property and fixtures.  The
       Debtors reserve the right to abandon attached furniture
       and fixtures to the Lessor upon vacating the 24th floor
       of the Premises.  The Debtors will not be required to
       perform any construction, repairs, or otherwise, restore
       the Premises to a relettable condition prior to vacating
       the Premises.

   (e) The remaining terms and conditions contained in the
       Leases will remain in full force and effect.

As a further condition to the entry into the Lease Amendments,
the Debtors have agreed to grant WFC Tower an allowed Early
Termination Claim in the form of a general unsecured claim for
$1,400,000 in WFC Tower's favor.

The Early Termination Claim will not be subject to further
objection or dispute by any party, and WFC Tower will not be
required to file any further documentation to the Bankruptcy
Court, the Debtors, or any other party-in-interest.

Other than the payments provided for under the Lease and the
Early Termination Claim, WFC Tower waives its right to assert any
additional claims against the Debtors.

Ms. Henry asserts that the proposed arrangement permits the
Debtors to utilize the Premises beyond the Assumption Deadline
without unnecessarily obligating the Debtors to perform under the
Leases through March 2008.

Under Section 365(d)(4) the Bankruptcy Code, the Debtors are
unable to unilaterally further extend the time within which they
can remain at the Premises beyond May 15, 2006, without the WFC
Tower's express written consent.  Ms. Henry maintains that the
arrangement was the best option available to the Debtors, which
accomplished their goal in securing their right to occupy the
Premises beyond the Assumption Deadline.

The Debtors considered assuming the Leases without seeking any
concessions from the Lessor.  Ms. Henry contends that assumption
of the Leases would obligate the Debtors to pay, as an
administrative expense, the remaining rent and other costs
accruing under the Leases until the natural expiration of the
Leases.  The Debtors would also incur additional utility and
insurance costs while they remained in possession of the
Premises.

Moreover, the Debtors investigated the possibility of assuming
and assigning the Leases to a third-party.  Because of the
relatively short term remaining under the Leases, the Debtors
have been unable to locate a tenant who is interested in
occupying the Premises on a short-term basis.  The Debtors also
believe that the terms of the Lease are "above-market" further
complicating their attempts to locate a tenant to whom the Leases
could be assigned.

The Debtors concluded that assumption and assignment of the
original Leases was not a viable option.

The Debtors insist that the costs associated with the settlement
of the Lease are materially lower relative to the costs the
Debtors might incur upon the deemed rejection, assumption or the
assumption and assignment of the Leases.

                        About Refco Inc.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


REFCO INC: Refco Group Wants to Sell 1,000 Xinhua Finance Shares
----------------------------------------------------------------
Refco Group Ltd., LLC, asks the United States Bankruptcy Court for
the Southern of New York for authority to sell, in its discretion,
1,800 common shares of Xinhua Finance Limited in open market.

Sally McDonald Henry, Esq., at Skadden, Arps, Slate, Meagher
& Flom LLP, informs the Bankruptcy Court that Refco Group
purchased 1,200,000 Series A Preferred shares of Xinhua Finance
in September 2002.  Through a series of corporate restructurings
and stock transactions, RGL currently holds 1,800 shares.

Xinhua Finance is a Hong Kong-based financial services and media
company, listed on the Tokyo Stock Exchange.

The current market value of the Shares is approximately
$1,600,000.

Ms. Henry relates that RGL maintains the Shares in an account at
UBS Financial Services Inc., a brokerage firm designated by
Xinhua Finance to execute a sales transaction.

RGL contends that the sale of the Shares in an open market will
generate value for the estates and eliminate further exposure to
market fluctuations.

Based in New York, New York, Refco Inc. -- http://www.refco.com/-
- is a diversified financial services organization with operations
in 14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc. (Refco Bankruptcy News, Issue
No. 30; Bankruptcy Creditors' Service, Inc., 215/945-7000)


RUSSEL METALS: Gets Required Consents for $175MM 6-3/8% Sr. Notes
-----------------------------------------------------------------
Russel Metals Inc. received required consents from holders of its
outstanding $175,000,000 aggregate principal amount of 6-3/8%
Senior Notes due March 1, 2014 (CUSIP 781903AG4, ISIN S781903AG47)
to amend the provisions of the indenture relating to the Senior
Notes.

A supplemental indenture with respect to such amendment has been
executed.  The supplemental indenture changes the reporting
obligations of Russel Metals under the indenture to require Russel
Metals to file only with applicable Canadian provincial securities
regulators all annual reports, quarterly reports and other
documents that are required to be so filed under applicable
Canadian provincial securities laws.  The amendment became
effective at 6:00 p.m., New York City time, on May 17, 2006.

Questions regarding the consent solicitation should be directed
to:

     Citigroup Corporate and Investment Banking
     Liability Management Group
     Telephone (212) 723-6106
     Toll Free (800) 558-3745

Requests for documentation should be directed to the information
and tabulation agent for the consent solicitation

     Global Bondholder Services Corporation
     Telephone (212) 430-3774
     Toll Free (866) 470-4500

Headquartered in Mississauga, Ontario, Ontario, Russel Metals Inc.
(TSX:RUS.TO) -- http://www.russlemetals.com/-- is one of the  
largest metals distribution companies in North America.  It
carries on business in three distribution segments: metals service
centers, energy tubular products and steel distributors, under
various names including Russel Metals, A.J. Forsyth, Acier Leroux,
Acier Loubier, Acier Richler, Arrow Steel Processors, B&T Steel,
Baldwin International, Comco Pipe and Supply, Fedmet Tubulars,
Leroux Steel, McCabe Steel, Megantic Metal, Metaux Russel, Milspec
Industries, Pioneer Pipe, Russel Leroux, Russel Metals Williams
Bahcall, Spartan Steel Products, Sunbelt Group, Triumph Tubular &
Supply, Wirth Steel and York-Ennis.

                          *     *     *

As reported in the Troubled Company Reporter on March 24, 2006,
Standard & Poor's Ratings Services raised its long-term corporate
credit rating on Russel Metals Inc. to 'BB+' from 'BB', and raised
its senior unsecured debt rating on the company to 'BB' from
'BB-'.  At the same time, the ratings were removed from
CreditWatch Positive where they were placed March 1, 2006.  The
outlook is stable.

The ratings on Russel Metals reflect the company's strong market
position as a leading metals distributor in Canada; volatile
operating cash flow owing to the inherent instability of steel
prices; its aggressive acquisition strategy; and moderate debt
leverage.


SAINT VINCENTS: Court Approves 1199SEIU United MOA
--------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a Memorandum of Agreement between Saint Vincents Catholic
Medical Centers of New York, its debtor-affiliates and 1199SEIU
United Healthcare Workers East.

The Court ruled that payment of the wage increases effective as
of April 4, 2006, is confirmed and ratified.

                           1199SEIU MOA

A Memorandum of Agreement dated January 14, 2004, between Saint
Vincent Catholic Medical Centers and the 1199SEIU United
Healthcare Workers East governed the relationship between SVCMC
and its employees who are located at Bayley Seton Hospital in
Staten Island and Saint Vincent's Hospital Staten Island for the
period January 1, 2004, through April 30, 2005.  The Employees
are represented by 1199.

By the terms of the 2004 MOA, SVCMC was a contributing employer
to a jointly administered multi-employer labor/management trust
funds to the Employees.

As of its bankruptcy filing, SVCMC owed unpaid contributions to
the Funds, Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP,
in Boston, Massachusetts, told the Court.  Each of the Funds
required SVCMC's monthly contributions based on a percentage of
the payroll of the Employees.

After extensive negotiations, the Debtors have determined to
renew and extend their relationship with the Employees pursuant
to a new Memorandum of Agreement dated March 29, 2006.  The MOA
will be effective retroactive to May 1, 2005, and will continue
in full force and effect through April 30, 2008.

The salient terms of the MOA are:

   Salary:        * Effective retroactive to November 1, 2005,
                    each Physician Assistant on payroll on that
                    day and covered by the MOA will receive an
                    increase in his/her base weekly rate of 3% of
                    his/her October 31, 2005, base weekly rate.

                  * Effective retroactive to August 1, 2005, all
                    professionals other than PAs on payroll on
                    that day and covered by the MOA will receive
                    an increase in their base weekly rates of 3%
                    of their base weekly rate.

                  * Effective June 1, 2006, all professionals
                    covered by the MOA will receive an increase
                    in their base weekly rate of 3% of their
                    May 31, 2006, base weekly rate.

                  * Effective July 1, 2007, all professionals
                    covered by the MOA will receive an increase
                    in their base weekly rate of 3% of their
                    June 30, 2007 base weekly rate.

   National       The January 1, 2005, contribution rate for the
   Benefit Fund:  National Benefit Fund will be increased from
                  19.6% to 20.85%.

   Protected      Effective May 1, 2005, the hiring date by which
   Status:        employees would have to be employed to be
                  subject to layoff, except if the hospital is in
                  jeopardy of closing, was moved to January 1,
                  2000.

   Contribution   The contribution rates to the various Multi-
   Rates:         employer Funds to which SVCMC is a contributing
                  employer are subject to potential contribution
                  rate increases during the term of the MOA,
                  provided that the President of the League of
                  Voluntary Hospitals and the President of 1199
                  agree that the contributions are needed and are
                  necessary.

   Quality of     SVCMC also agrees to implement any non-
   Work Changes:  economic, work rule changes agreed to by 1199
                  and the League in the continuing Quality of
                  Work discussions, concerning mandatory
                  overtime, the application of grouping,
                  limitations on the use of part-time employees,
                  and the hiring of new employees from the
                  Employment Center.  These changes would not
                  increase the cost of labor.

   Training:      SVCMC will continue to contribute to the
                  League/1199 Training and Upgrading Fund for
                  current and future employees, including PAs.
                  In accordance with the 2004 MOA, current and
                  future PAs will continue to be eligible for six
                  conference days with pay for the purposes of
                  maintaining their certification and
                  professional conferences.

                  Retroactive to January 1, 2006, SVCMC will
                  reimburse PAs hired on April 30, 2005, for up
                  to an additional $500 per calendar year, pro-
                  rated for part-timers, for attendance at CME
                  conferences subject to certain approvals.

                  Employees hired on April 30, 2005, will first
                  seek reimbursement from the TUF for their CME
                  expenses prior to applying to SVCMC for the
                  payment of these expenses, pursuant to, where
                  applicable, their $500 or $750 expense
                  allowance.  PAs hired after May 1, 2005, in
                  addition to being eligible for CME benefits
                  under the TUF and paid conference days, will be
                  covered under the terms and conditions detailed
                  in the CBA; and

   Malpractice    SVCMC will continue its current practice of
   Insurance:     providing malpractice insurance for the PAs
                  while they are actively working for SVCMC.

The MOA or the Debtors' request will not be construed as an
assumption of the 2004 MOA pursuant to Section 365(a) or 1113(a)
of the Bankruptcy Code.

Mr. Troop added that the Unpaid Contributions and any and all
other obligations under the MOA that would become due and payable
prepetition had it actually been entered into on May 1, 2005, but
were not paid prior to the Petition Date, will remain prepetition
claims in the Debtors' bankruptcy cases.  The MOA will not be
considered a postpetition agreement by SVCMC to pay the
Prepetition Obligations other than as may be provided in a
confirmed plan of reorganization.

                         About Saint Vincents

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. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SALOMON BROS: Moody's Junks Rating on Class M-5 Certificates
------------------------------------------------------------
Moody's Investors Service downgraded one certificate from one
transaction, issued by Salomon Brothers Mortgage Securities VII,
Inc., Mortgage Pass-Through Certificates in 2001.  The
certificates are secured by seasoned reperforming loans.

The M-5 subordinate certificate has been downgraded because
existing credit enhancement levels may be low given the current
projected losses on the underlying pool.  The collateral has taken
losses causing gradual erosion of the overcollateralization and
the unrated M-6 class.

As of the April payment date there was less than $170,000 of
protection in the form of overcollateralization and an unrated
tranche below the M-5 class.

Moody's complete rating action:

Issuer: Salomon Brothers Mortgage Securities VII, Inc., Mortgage
Pass-Through Certificates

Downgrade:

   * Series 2001-2; Class M-5, downgraded to Caa1 from B2


SFBC INT'L: Miami Board Ruling Cues Planned Closure of Florida Ops
-----------------------------------------------------------------
SFBC International, Inc., plans to cease all of its operations in
Florida, including its Miami and Ft. Myers facilities.

In addition, the Company reported that the Miami-Dade County
Unsafe Structures Board failed to issue an extension for reviewing
the plans submitted by the Company related to its planned
structural improvements to the Miami facility.

"SFBC International remains dedicated to providing the highest-
quality, early and late phase clinical trial testing services to
our clients," said Jeffrey P. McMullen, president and chief
executive officer of SFBC International.  "The recent decision by
the Unsafe Structures Board will further hinder our ability to
restore profitability at our Miami operation, resulting in an
acceleration of our review and decision to discontinue the
operations of this part of the Company.  We will work closely with
our clients to plan for an orderly completion of ongoing studies
at these locations.  Planned Phase I studies at Florida facilities
will be directed where possible to our clinics in Quebec City,
Montreal and, when completed later this year, in our new Toronto
facility.  When the various options were evaluated, it became
evident that taking immediate, decisive action by shutting down
our Florida operations would result in greater long-term value for
our shareholders and clients.  Removing the burden of the losses
from the Florida operations as well as the previously estimated
remediation costs for the facility in Miami, will enable us to
dedicate our financial resources as well as our executive
committee's time to ensure the reputation and performance for the
overall Company."

"We are withdrawing the guidance that we have provided for our
2006 financial results until we can provide updated guidance,
including an estimate of the loss from discontinued operations,"
stated David Natan, vice president and chief financial officer
of SFBC International.  "While the Florida operations were
expected to account for approximately 10% of revenue in 2006,
the losses from these operations were previously expected to
impact our earnings from operations by approximately $7.5 million
to $9 million in 2006."

Mr. McMullen concluded, "Decisions like this are not made without
extensive review and careful consideration of all factors.  We
know that this decision will greatly impact our employees in
Florida who have been valued members of the Company."

The Miami-Dade County Unsafe Structures Board gave the Company 60
days from May 17, 2006, to file for a permit to demolish the Miami
facility.  However, the Company intends to appeal this ruling to
the Florida courts and potentially file an injunction to stay
these proceedings to facilitate an orderly shut down of operations
and complete the transition of any studies to its Canadian
facilities, where possible.

                 About SFBC International, Inc.

Headquartered in Princeton, New Jersey, SFBC International, Inc.
(NASDAQ: SFCC) -- http://www.sfbci.com/-- is an international  
drug development services company offering a comprehensive range
of clinical development, clinical and bioanalytical laboratory,
and consulting services to the branded pharmaceutical,
biotechnology, generic drug and medical device industries.  SFBC
has more than 35 offices, facilities and laboratories with
approximately 2,500 employees strategically located throughout the
world.

                          *     *     *

As reported in the Troubled Company Reporter on May 16, 2006,
Standard & Poor's Ratings Services placed its ratings for SFBC
International Inc., including the 'B+' corporate credit rating, on
CreditWatch with negative implications.

This action reflects the company's reduced expectations for
revenue and cash flow in 2006 and, consequently, severely
depressed credit measures," said Standard & Poor's credit analyst
Alain Pelanne.  "While SFBC appears to be making some progress in
addressing the numerous operational issues it faces, the degree
and timing of a turnaround in business appears to be delayed from
previous expectations."


SHOP AT HOME: Ceasing TV & Online Retailing Business on June 22
---------------------------------------------------------------
The E. W. Scripps Company, citing ongoing operating losses and the
absence of a suitable buyer for the business, is ceasing all
operations of its Shop At Home, LLC, television and online
retailing subsidiary.

Broadcasts of Shop At Home television programming and operation of
the network's Web site -- ShopAtHomeTV.com -- will be discontinued
on June 22.

Shop At Home will remain in business through June 30 to allow time
for the delivery of retail products purchased by consumers during
the final days of broadcast and online sales.

Shop At Home's employees were notified of the intended closing on
May 16, 2006, under the Worker Adjustment and Retraining
Notification Act.  In addition to being paid during the 60-day
WARN period, Shop At Home employees will be receiving severance
packages and a range of career transition services from Scripps.  
Shop At Home has 660 full-time employees.

"This is not the outcome we had hoped for when we acquired Shop At
Home nearly four years ago," Kenneth W. Lowe, president and chief
executive officer for Scripps, said.  "Despite the best efforts
and fine work of many dedicated people, Shop At Home was unable to
surmount some fundamental weaknesses that have blocked its path to
profitability.  I'd like to extend my deepest thanks to all of
those who did their best to make this idea work."

Letters of notification also will be sent to vendors and suppliers
who do business with Shop At Home, as well as cable and satellite
television services that carry the network's programming.  Shop At
Home intends to honor all of its contractual commitments to
vendors and suppliers.

Scripps anticipates that it will record an after-tax loss in the
second quarter of up to $60 million, reflecting operating results,
cash expenses related to closing the business and a partial write-
down in the value of Shop At Home's assets.

In the first quarter 2006, the Scripps board of directors
authorized management to pursue a sale of Shop At Home.  As a
result, Shop At Home's first quarter financial results were
classified under discontinued operations as required under
generally accepted accounting principles.

Scripps acquired Shop At Home in two transactions with a total
value of about $285 million.  The company acquired controlling
interest of the television network in October 2002 and in April
2004 acquired the remaining minority interest and five Shop At
Home-affiliated broadcast television stations.  Shop At Home,
which was not profitable when it was acquired by Scripps, has
incurred $84 million in losses over the four-year period as the
company worked to execute its television retailing strategy.

Scripps is exploring programming alternatives for the five Shop At
Home-affiliated television stations that it acquired in the 2004
transaction.  The company, which intends to sell the stations,
will keep them on the air after the Shop At Home broadcasts are
discontinued.  The Shop At Home-affiliated television stations,
which are located in San Francisco, Boston, Cleveland, Raleigh-
Durham, North Carolina and Bridgeport, Connecticut, reach about
5 million television households.

                       About Shop At Home

Shop At Home, LLC is owned by The E.W. Scripps Company, a
diversified media concern, which also has interests in newspaper
publishing, broadcast television, national television networks and
interactive media. In addition to Shop At Home, Scripps operates
21 daily newspapers, 10 broadcast TV stations and four cable and
satellite television programming services. Other Scripps Networks
brands include Home & Garden Television, Food Network, Do It
Yourself Network and Fine Living. Scripps also operates Scripps
Howard News Service and United Media, the worldwide licensing home
of PEANUTS and DILBERT.

Shop At Home Network, LLC, is a 17-year-old nationally televised
home shopping service, selling merchandise through interactive
electronic media, primarily including broadcast, cable, and
satellite television. The Company also operates a web site at
www.ShopAtHomeTV.com. Shop At Home produces programming in digital
format at its facilities in Nashville, Tennessee. The programming
is transmitted by satellite to cable television systems, direct
broadcast satellite systems, and television broadcasting stations
across the country


SILICON GRAPHICS: Meeting of Creditors Scheduled for June 6
-----------------------------------------------------------
Diana G. Adams, the Acting United States Trustee for Region 2,
will convene a meeting of Silicon Graphics, Inc., and its debtor-
affiliates' creditors at 10:00 a.m., (prevailing Eastern Time) on
June 6, 2006, at 80 Broad St., 2nd Floor, U.S. Trustee's 341
Meeting Room.  This is the first meeting of creditors required
under U.S.C. Sec 341(a) in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the opportunity in a bankruptcy
proceeding for creditors to question a responsible office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Wants to Hire Bear Stearns as Financial Advisor
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates seek the U.S.
Bankruptcy Court for the District of New York's authority to
employ Bear Stearns as their financial advisor, nunc pro tunc to
May 8, 2006.

Bear Stearns' professionals have assisted and advised debtors,
creditors, bondholders, investors and other entities in numerous
restructurings of similar size and complexity to the Debtors'
cases.  Thus, Bear Stearns is well qualified to serve as the
Debtors' financial advisor, Barry Weinert, Esq., vice president,
secretary and general counsel of Silicon Graphics, Inc., asserts.

Pursuant to the terms of an Engagement Letter with the Debtors,
Bear Stearns will:

    (a) review and analyze the business, financial condition and
        prospects of the Debtors;

    (b) review and consider the potential combination benefits and
        other implications of effecting a sale with any acquiror;

    (c) review and consider the Debtors' available sale,
        restructuring and financing alternatives;

    (d) develop a valuation of the Debtors and any securities that
        the Debtors offer or propose to offer in connection with a
        transaction;

    (e) review and consider from a financial point of view
        proposed Transaction structures and terms;

    (f) develop and implement a strategy to effectuate a
        Transaction or a Financing, including in the case of a
        Sale:

           -- preparation and distribution of marketing materials;

           -- screening of prospective Acquirors;

           -- coordination of data room and Acquiror due
              diligence; and

           -- solicitation and review of proposals from
              prospective Acquirors;

    (g) develop presentations made to any official committee
        appointed in the bankruptcy cases, and other interested
        parties regarding the Transaction;

    (h) negotiate the Transaction with the Debtors' creditors, any
        Acquiror or any other interested parties; and

    (i) meet with the Debtors' Board of Directors to discuss any
        Transaction and Financing alternatives and their financial
        implications.

The Debtors agree to pay Bear Stearns:

    (1) A $100,000 monthly cash fee, payable on June 1, 2006, and
        on the first business day of each calendar month during
        the period of Bear Stearns's engagement;

    (2) If the Debtors consummate a Restructuring, a cash fee
        equal to $1,500,000, which Restructuring Fee will be
        reduced by 50% of any Sale Fee, or by 100% of any Sale Fee
        associated with a Sale of substantially all of the assets
        or equity securities of the Debtors;

    (3) If the Company consummates a Sale or enters into an
        agreement pursuant to which a Sale is subsequently
        consummated, a cash fee equal to 1% of the aggregate
        consideration involved in the Sale;

    (4) Upon mutual consent and under terms to be mutually agreed
        upon, Bear Stearns will assist the Debtors in consummating
        a Financing;

The Debtors will promptly reimburse Bear Stearns for all out-of-
pocket expenses incurred in connection with its services under the
Agreement, including the reasonable fees and disbursements of
legal counsel.

During the period of its engagement, Bear Stearns will have the
exclusive right, but not the obligation, to act as lead managing
underwriter, lead initial purchaser or lead placement agent for
any financing involving debt or equity securities of the Debtors
and as lead arranger of any syndicated loan financing undertaken
on the Debtors' behalf.

The Debtors will indemnify, hold harmless and defend Bear Stearns
from and against losses or liabilities arising out of its
engagement with the Debtors' Chapter 11 cases, except for those
caused by gross negligence or willful misconduct.

Daniel A. Celentano, a senior managing director of Bear Stearns,
tells Judge Gropper that it is not the general practice of
investment banking firms to keep detailed time records similar to
those customarily kept by attorneys.  "Bear Stearns'
professionals, when formally retained in cases, and when required
by local rules, do, and in these cases will, keep time records
describing their general daily activities, the identity of persons
who performed such tasks and the estimated amount of time expended
on each such activity.  While Bear Stearns' professionals will
organize their time records into general billing categories, such
time records will not provide textual detail of specific
individual services provided, and will be maintained in one hour
(instead of one-tenth hour) increments."

The Debtors and Bear Stearns believe that to require Bear
Stearns' professionals to record their time as prescribed by the
Local Rules of Bankruptcy Practice and Procedure of the United
States Bankruptcy Court for the Southern District of New York
would be unduly burdensome and time-consuming, particularly in
light of their Fee Structure, because Bear Stearns' billing
systems are not designed to accommodate those requirements.

Thus, the Debtors and Bear Stearns ask the Court to modify the
Local Rules with respect to Bear Stearns.

Mr. Celentano assures the Court that the firm is a "disinterested
person" as that term is defined in Section 101(14) of the
Bankruptcy Code, as modified by section 1107(b) of the Bankruptcy
Code.  Bear Stearns has no connection with the Debtors, their
creditors, or other parties-in-interest, and does not hold or
represent any interest adverse to the Debtors' estates.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 3; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SILICON GRAPHICS: Gets Okay to Maintain Existing Bank Accounts
--------------------------------------------------------------
Pending a final hearing, the U.S. Bankruptcy Court for the
Southern District of New York authorized Silicon Graphics, Inc.,
and its debtor-affiliates to designate, maintain and continue to
use, with the same account numbers, all of the bank accounts in
existence on the Chapter 11 filing.

Furthermore, the Debtors are allowed to open new bank accounts or
close any existing bank accounts, as they may deem necessary.

The United States Trustee's operating guidelines require Chapter
11 debtors to, among other things:

     (a) close all existing bank accounts and open new debtor-in-
         possession bank accounts;

     (b) establish one debtor-in-possession account for all estate
         funds required for the payment of taxes, including
         payroll taxes; and

     (c) maintain a separate debtor-in-possession account for cash
         collateral.

Prior to the bankruptcy filing, the Debtors maintained 27 Bank
Accounts with several financial institutions.

A full-text copy of a list of the Debtors' Bank Accounts is
available for free at:

      http://bankrupt.com/misc/Silicon_bankaccounts.pdf

The Debtors obtained a waiver of the U.S. Trustee's requirement
that the Bank Accounts be closed and that new postpetition bank
accounts be opened.  If the U.S. Trustee's requirement is
enforced, it would cause enormous disruption in the Debtors'
businesses and would severely impair the Debtors' ability to
successfully reorganize during their Chapter 11 cases, Gary T.
Holtzer, Esq., at Weil, Gotshal & Manges LLP, in New York,
contends.

The Debtors assure Judge Gropper that they will implement
appropriate mechanisms to ensure that no payments will be made on
any prepetition debts, other than those authorized by the Court.

                      About Silicon Graphics

Headquartered in Mountain View, California, Silicon Graphics, Inc.
(OTC: SGID) -- http://www.sgi.com/-- offers high-performance  
computing.  SGI helps customers solve their computing challenges,
whether it's sharing images to aid in brain surgery, finding oil
more efficiently, studying global climate, providing technologies
for homeland security and defense, enabling the transition from
analog to digital broadcasting, or helping enterprises manage
large data.  The Debtor and 13 of its affiliates filed for chapter
11 protection on May 8, 2006 (Bankr. S.D.N.Y. Case Nos. 06-10977
through 06-10990).  Gary Holtzer, Esq., and Shai Y. Waisman, Esq.,
at Weil Gotshal & Manges LLP, represent the Debtors in their
restructuring efforts.  When the Debtors filed for protection from
their creditors, they listed total assets of $369,416,815 and
total debts of $664,268,602.  (Silicon Graphics Bankruptcy News,
Issue No. 2; Bankruptcy Creditors' Service, Inc., 215/945-7000)


SIRVA INC: S&P Downgrades Corporate Credit Rating to B from B+
--------------------------------------------------------------
Standard & Poor's Ratings Services lowered its ratings on SIRVA
Inc. and its primary operating subsidiary, SIRVA Worldwide Inc.,
including its corporate credit ratings to 'B' from 'B+'.

All ratings on the Westmont, Illinois-based relocation services
provider remain on CreditWatch with negative implications, where
they were placed on March 15, 2005.
     
The downgrade follows the company's announcement of preliminary
operating results for the nine months ended Sept. 30, 2005, which
were well below both the prior-year period's results and
management's expectations, due to:

   * continued difficult market fundamentals in Europe;
   * a higher-than-expected cost structure; and
   * margin compression.

In addition, the continued CreditWatch listing reflects the
absence of current financial statements and the need to seek
amendments from lenders to its credit facility for financial
covenants to provide adequate flexibility for 2006, despite
lenders providing ongoing support since early 2005.


SOUTHERN EQUIPMENT: S&P Affirms B Rating With Stable Outlook
------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its ratings, including
its 'B' corporate credit rating, on Southern Equipment Co. Inc.,
which does business as Ready Mixed Concrete Co.

The rating agency removed the ratings from CreditWatch where they
had been placed with developing implications on March 14, 2006, in
connection with the company's pending acquisition by Cementos
Argos S.A. (unrated), a leading Colombian cement company.  The
outlook is stable.
     
"The rating action reflects the closing of the acquisition and
Argos' plans to maintain Ready Mixed as a separate legal entity
with independent financing," said Standard & Poor's credit analyst
Lisa Wright.  

"Argos intends to leave Ready Mixed's 9.50% $150 million senior
subordinated notes in place if the noteholders do not exercise the
change of control provision in the indenture.  Our ratings assume
that Ready Mixed will shortly replace the $25 million revolving
credit facility that was terminated when the acquisition closed.
However, our ratings do not factor in any parental support from
Argos except for funding of any unlikely interim liquidity
shortfalls."
     
The Raleigh, North Carolina-based company's modest revenue base,
thin cash flow, and expectations for debt-financed acquisition
limit upside rating prospects.
     
"We could revise the outlook to negative or lower the ratings if
liquidity is constrained by increasing cement and fuel costs that
the company is unable to pass through to its customers or if its
construction markets are weaker than expected," Ms. Wright said.


STANDARD MANAGEMENT: Recurring Losses Prompt Going Concern Doubt
----------------------------------------------------------------
BDO Seidman, LLP, expressed substantial doubt about Standard
Management Corporation's ability to continue as a going concern
after it audited the company's financial statement for the year
ended Dec. 31, 2005.  The auditing firm pointed to the company's
recurring losses from operations and likely lack of adequate
financing to meet all of its near-term operating needs.

For the year ended Dec. 31, 2005, the company reported a net loss
of $54,264,000 on $28,922,000 of net revenues.  This compares to a
net loss of $10,868,000 on $7,120,000 of net revenues for the year
ended Dec. 31, 2004.

At Dec. 31, 2005, the company's balance sheet showed $51,009,000
in total assets, $46,066,000 in total liabilities, and
shareholders' equity of $4,943,000.

Full-text copies of the company's financial statements for the
year ended Dec. 31, 2005, is available for free at

             http://ResearchArchives.com/t/s?962

headquartered in Indianapolis, Indiana, Standard Management
Corporation -- http://www.sman.com/-- is a holding company that,  
through its operating subsidiaries, provides pharmaceutical
products and services to the healthcare industry.  The company
focuses on providing pharmaceuticals to long-term care and
infusion therapy patients.  Through its regional pharmacies, the
company offers custom packaging for all long-term care facilities
in addition to creating solutions for specialized healthcare
facilities in a growing number of regions of the United States.


STANDARD MANAGEMENT: Posts $4.2 Million Net Loss in First Quarter
-----------------------------------------------------------------
Standard Management Corporation reported in a Form 10-Q filing
with the United States Securities and Exchange Commission on
May 15, 2006, its financial statements for the quarter ended
Mar. 31, 2006.  

For the quarter, the company reported a net loss of $4,259,000 on
$13,984,000 of net revenues.  This compares to a net loss of
$38,460,000 on $2,253,000 of net revenues for the quarter ended
Mar. 31, 2005.

At Mar. 31, 2006, the company's balance sheet showed $51,267,000
in total assets, $50,487,000 in total liabilities, and
shareholders' equity of $780,000.

A full-text copy of the company's financial statement for the
quarter ended Mar. 31, 2005, is available for free at:

              http://ResearchArchives.com/t/s?963

Headquartered in Indianapolis, Indiana, Standard Management
Corporation -- http://www.sman.com/-- is a holding company that,  
through its operating subsidiaries, provides pharmaceutical
products and services to the healthcare industry.  The company
focuses on providing pharmaceuticals to long-term care and
infusion therapy patients.  Through its regional pharmacies, the
company offers custom packaging for all long-term care facilities
in addition to creating solutions for specialized healthcare
facilities in a growing number of regions of the United States.


TCF HOLDINGS: Case Summary & Largest Unsecured Creditor
-------------------------------------------------------
Debtor: TCF Holdings, LLC
        3156 Fitzgerald Drive
        Rancho Cordova, California 95742

Bankruptcy Case No.: 06-21651

Chapter 11 Petition Date: May 18, 2006

Court: Eastern District of California (Sacramento)

Judge: Robert S. Bardwil

Debtor's Counsel: Gerald B. Glazer, Esq.
                  Craig Iseley, Esq.
                  660 J Street, Suite 380
                  Sacramento, California 95814
                  Tel: (916) 442-3111
                  Fax: (916) 442-6524

Total Assets: $1,400,000

Total Debts:  $1,422,422

Debtor's Largest Unsecured Creditor:

   Entity                        Claim Amount
   ------                        ------------
O1 Communications                      $2,600
1515 K Street, Suite 100
Sacramento, CA 95814


TENET HEALTHCARE: Settling Criminal Case in San Diego for $21 Mil.
------------------------------------------------------------------
Tenet Healthcare Corporation has reached a civil settlement with
the U.S. Attorney in San Diego to resolve the long-running
criminal case entitled United States of America v. Barry Weinbaum,
Tenet HealthSystem Hospitals Inc. and Alvarado Hospital Medical
Center Inc.

Two separate federal juries deadlocked and were unable to reach
a verdict on criminal charges first brought by a grand jury in
mid-2003 regarding certain physician relocation agreements at
Alvarado Hospital, a 311-bed Tenet hospital in eastern San Diego
County.

To avert a third criminal trial as well as potential civil
liabilities that could still result, the company agreed to a civil
settlement that includes a payment of $21 million to resolve
potential civil claims by the government.  The payment will be
recorded as a charge in Tenet's financial results for the second
quarter ended June 30, 2006.  Tenet has been informed that the
U.S. Attorney in San Diego will now move to dismiss all criminal
charges against all three defendants and will not file any civil
litigation in the case.

In order to conclude the settlement, Tenet acceded to the demand
of the Office of Inspector General in the U.S. Department of
Health and Human Services that the company sell or close the
hospital within a specified period of time or have the hospital
face exclusion from federal health care programs such as Medicare.  
The OIG had announced the potential exclusion of the hospital.  
Tenet will classify the operating results of Alvarado in
discontinued operations beginning in the second quarter of 2006.  
Tenet said it may incur impairment and restructuring charges as a
result of the sale or closure of the hospital.

"It has always been our strong desire to keep this hospital and
continue providing needed health care to the residents of East San
Diego County, as we have at Alvarado for more than 30 years.  
Unfortunately, we were given no choice by the government except to
sell or close the hospital if we wanted to settle this matter,"
said Peter Urbanowicz, Tenet's general counsel.

As part of the civil settlement, Alvarado and the Tenet subsidiary
that owns the hospital denied the government's allegations in the
indictments.  In both trials, they strongly maintained that
physician relocation agreements are a common practice in the
hospital industry as a means to bring needed health care resources
to communities.  However, Alvarado and the Tenet subsidiary agreed
to include this explanatory statement as part of the settlement
agreement:

"The Alvarado case has been a sobering event for Tenet, and it has
led to significant reforms and strengthening of compliance
standards for physician relocation agreements at all Tenet
hospitals, and at hospitals across the country.

"Between 1992 and 2002, the hospital and its former chief
executive officer, Barry Weinbaum, recruited approximately 100
physicians to East San Diego County.  The hospital's relocation
program provided money to these physicians to assist them in
starting new practices in the area.

"Several of the relocated doctors joined 'host practices' of
established physicians who were already affiliated with Alvarado
and who referred patients to Alvarado.  We were distressed to
learn that certain host physicians had obtained excessive payments
by representing that they needed money to make tenant improvements
to accommodate new physicians when, in fact, they never made
improvements.  We regret that the hospital did not take adequate
steps to assure that money provided to relocated doctors,
including money earmarked for tenant improvements and office
overhead was in fact used for those purposes and in all instances
was justified.  We were also distressed to learn as a result of
the government's investigation that Mina Nazaryan, a former
Alvarado hospital employee, received payments from certain host
doctors who received financial assistance from the hospital.

"We have always had a disagreement with the government over
whether anyone at Alvarado knowingly set out to violate the law in
connection with these physician recruitments, but we have never
disputed that there are aspects of how the recruitment program
operated that are troubling."

                     About Tenet Healthcare

Tenet Healthcare Corporation (NYSE: THC) --
http://www.tenethealth.com/-- through its subsidiaries, owns and  
operates acute care hospitals and related health care services.  
Tenet's hospitals aim to provide the best possible care to every
patient who comes through their doors, with a clear focus on
quality and service.

                           *     *     *

As reported in the Troubled Company Reporter on April 6, 2006,
Fitch Ratings affirmed Tenet Healthcare Corp.'s issuer default
rating at 'B-' and senior unsecured notes at 'B-/RR4'.  Fitch say
the rating outlook is negative.

As reported in the Troubled Company Reporter on Jan. 25, 2006,
Moody's Investors Service affirmed Tenet Healthcare
Corporation's speculative grade liquidity rating at SGL-4.  
Moody's say the outlook for the ratings remains negative.


TOWER AUTOMOTIVE: Sweeney Wants Claim Deemed Timely Filed
---------------------------------------------------------
Westfield Insurance Company asks the U.S. Bankruptcy Court for the
Southern District of New York to allow the filing of the its claim
as timely filed despite the Bar Date's expiration.  R.P. Sweeney
Warehouse asks the Court to grant the request on the basis of:

    * due process considerations; and

    * alternatively, excusable neglect pursuant to Rule 9006(b)(1)
      of the Federal Rules of Bankruptcy Procedure.

Anthony F. Caffrey III, Esq., at Cardelli, Lanfear & Buikema,
P.C., in Grand Rapids, Michigan, relates that Tower Automotive,
Inc., and its debtor-affiliates and Sweeney were sued in state and
federal courts in Ohio resulting from the death of Robert Bouche,
who was transporting steel rails from the Debtors' Wisconsin
location to Sweeney's Ohio location.

Sweeny filed a declaratory action in Michigan against the Debtors
seeking contractual indemnity for the Bouche incident.

The Debtors' involvement in the lawsuits was stayed due to their
bankruptcy filing.  Sweeney's involvement continued resulting in
a recent settlement for $500,000.  The actual payor was Westfield
Insurance.

Mr. Caffrey explains that Westfield is the subrogee of Sweeney.

According to Mr. Caffrey, neither Westfield nor Sweeney received
the Proof of Claim and Bar Date notice in the Debtors' Chapter 11
cases.  Because of this, and given that the claim was contingent
until March 31, 2005, Westfield's proof of claim against the
Debtors' bankruptcy estates was not filed until recently, Mr.
Caffrey says.

Westfield's Claim is for $500,000.

                    About Tower Automotive

Headquartered in Grand Rapids, Michigan, Tower Automotive, Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer, including
BMW, DaimlerChrysler, Fiat, Ford, GM, Honda, Hyundai/Kia, Nissan,
Toyota, Volkswagen and Volvo.  Products include body structures
and assemblies, lower vehicle frames and structures, chassis
modules and systems, and suspension components.  The Company and
25 of its debtor-affiliates filed voluntary chapter 11 petitions
on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No. 05-10576 through
05-10601).  James H.M. Sprayregen, Esq., Ryan B. Bennett, Esq.,
Anup Sathy, Esq., Jason D. Horwitz, Esq., and Ross M. Kwasteniet,
Esq., at Kirkland & Ellis, LLP, represent the Debtors in their
restructuring efforts.  Ira S. Dizengoff, Esq., at Akin Gump
Strauss Hauer & Feld LLP, represents the Official Committee of
Unsecured Creditors.  When the Debtors filed for protection from
their creditors, they listed $787,948,000 in total assets and
$1,306,949,000 in total debts.  (Tower Automotive Bankruptcy News,
Issue No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


UAL CORP: Court Dissolves Plan Panel After 80% Equity Distribution
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of Illinois
dissolved the Plan Oversight Committee appointed in the chapter 11
cases of UAL Corporation and its debtor-affiliates at its behest.   

The Plan Oversight Committee was formed as the successor-in-
interest to the Official Committee of Unsecured Creditors to
compel Reorganized UAL Corporation and its debtor-affiliates to
make distributions under their Plan of Reorganization, among other
reasons.

The Plan Committee and its professionals have:

   -- monitored the distributions of equity in the Reorganized
      Debtors;

   -- ensured compliance with relevant Plan provisions; and

   -- devoted their attention to other material events
      post-effective date.

Pursuant to the Plan, the Plan Committee will dissolve once 80%
of equity reserved for unsecured creditors has been distributed
or upon the Plan Committee's application.

On March 21, 2006, the Reorganized Debtors, their counsel, and
financial advisors represented to the Plan Committee that
slightly more than 80% of new equity reserved for unsecured
creditors had been distributed to the unsecured creditor body.  
The Plan Committee and its professionals analyzed these
representations, and on March 24, 2006, Plan Committee
professionals verified the accuracy of these representations.  

The Court also discharged and released the members of the Plan
committee and its professionals as of March 24, 2006.

                         About UAL Corp.

Headquartered in Chicago, Illinois, UAL Corporation --
http://www.united.com/-- through United Air Lines, Inc., is the
holding company for United Airlines -- the world's second largest
air carrier.  The Company filed for chapter 11 protection on
Dec. 9, 2002 (Bankr. N.D. Ill. Case No. 02-48191).  James H.M.
Sprayregen, Esq., Marc Kieselstein, Esq., David R. Seligman, Esq.,
and Steven R. Kotarba, Esq., at Kirkland & Ellis, represent the
Debtors in their restructuring efforts.  Fruman Jacobson, Esq., at
Sonnenschein Nath & Rosenthal LLP represented the Official
Committee of Unsecured Creditors before the Committee was
dissolved when the Debtors emerged from bankruptcy.  When the
Debtors filed for protection from their creditors, they listed
$24,190,000,000 in assets and $22,787,000,000 in debts.  Judge
Wedoff confirmed the Debtors' Second Amended Plan on Jan. 20,
2006.  The Company emerged from bankruptcy protection on Feb. 1,
2006.  (United Airlines Bankruptcy News, Issue No. 121; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


UNITED AMERICAN: Amends 2004 Financial Statements
-------------------------------------------------
United American Corporation filed with the Securities and Exchange
Commission on May 5, 2006, its amended financial statements for:

   -- for the fiscal year ended Dec. 31, 2003;
   -- for the quarterly period ended March 31, 2004;
   -- for the quarterly period ended June 30, 2004;
   -- for the quarterly period ended Sept. 30, 2004; and
   -- for the fiscal year ended Dec. 31, 2004.

The Company's Statement of Operations showed:

                              For the period ended
            ----------------------------------------------------
              Year     Quarter    Quarter    Quarter      Year
            12/31/03   03/31/04   06/30/04   09/30/04   12/31/04
            --------   --------   --------   --------   --------
Revenue        $0       $2,199    $74,079    $216,323   $582,561

Net (Loss) ($1,245,058)($114,703) ($147,517) ($274,271) ($538,807)

The company's Balance Sheet showed:

                              For the period ended
            ----------------------------------------------------
              Year     Quarter    Quarter    Quarter      Year
            12/31/03   03/31/04   06/30/04   09/30/04   12/31/04
            --------   --------   --------   --------   --------
Current        $0       $4,266     $6,179    $63,887    $181,877
Assets

Total       
Assets      $874,125   $834,685   $792,892   $812,387   $905,107

Current     
Debts       $61,712    $138,268   $127,515   $184,206   $274,655

Total       
Debts       $61,712    $138,268   $127,515   $184,206   $274,655

Total
Stock-
holder's
Equity      $812,413   $696,417   $665,377   $628,181   $630,452

United American amended its financial statements explaining that
it erred by failing to properly account for the shares of common
stock issued between July 1, 2003, and Dec. 31, 2003, when
compiling the Statement of Stockholder's Deficiency for the year
ended Dec. 31, 2003, and the Consolidated Balance Sheet as of
Dec. 31, 2003.  

The Company failed to properly include on the Condensed
Consolidated Balance Sheets, capital assets acquired pursuant to
the share exchange agreement entered into with 3874958 Canada Inc.
on July 18, 2003.
                     
                       Going Concern Doubt

Michael Pollack CPA in Cherry Hill, New Jersey, raised substantial
doubt about United American Corporation's ability to continue as a
going concern after auditing the Company's consolidated financial
statements for the year ended Dec. 31, 2004.  The auditor pointed
to the Company's operating losses and capital deficits.

The Company reported a $538,807 net loss on $582,561 of sales for
the year ended Dec. 31, 2004.

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

   Year ended
   Dec. 31, 2003          http://researcharchives.com/t/s?95c

   Quarter ended
   March 31, 2004         http://researcharchives.com/t/s?95e

   Quarter ended
   June 30, 2004          http://researcharchives.com/t/s?95f

   Quarter ended
   Sept. 30, 2004         http://researcharchives.com/t/s?960

   Year ended
   Dec. 31, 2004          http://researcharchives.com/t/s?961


United American Corporation is a holding company of next
generation voice over Internet protocol telecommunication
companies.  The Company's network provides services from local
IP-based telecommunication to international telecommunication
carrier.  United American also provides customer financial
services.


UNITY VIRGINIA: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Unity Virginia Holdings LLC
        5950 Sherry Lane, Suite 550
        Dallas, Texas 75225

Bankruptcy Case No.: 06-31937

Chapter 11 Petition Date: May 10, 2006

Debtor affiliates filing separate chapter 11 petitions on
May 12, 2006:

      Entity                           Case No.
      ------                           --------
      Glamorgan Coal Resources LLC     06-31953
      Glamorgan Processing LLC         06-31954
      Glamorgan Properties LLC         06-31955
      Glamorgan Refuse LLC             06-31956

Debtor affiliate filing separate chapter 11 petition on
May 17, 2006:

      Entity                           Case No.
      ------                           --------
      Glamorgan Operations, LLC        06-31995

Type of Business: The Debtors are coal mining and
                  processing companies.

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtors' Counsel: James C. Jarrett, Esq.
                  Arnaldo N. Cavazos, Jr., Esq.
                  Cavazos, Hendricks & Poirot, P.C.
                  900 Jackson Street, Suite 570
                  Dallas, Texas 75202
                  Tel: (214) 748-8171
                  Fax: (214) 748-6750

                               Estimated Assets   Estimated Debts
                               ----------------   ---------------
Unity Virginia Holdings LLC    $10 Million to     $10 Million to
                               $50 Million        $50 Million

Glamorgan Coal Resources LLC   $1 Million to      $10 Million to
                               $10 Million        $50 Million

Glamorgan Processing LLC       $1 Million to      $10 Million to
                               $10 Million        $50 Million

Glamorgan Properties LLC       $10 Million to     $10 Million to
                               $50 Million        $50 Million

Glamorgan Refuse LLC           $1 Million to      $10 Million to
                               $10 Million        $50 Million

Glamorgan Operations, LLC      Less than          $1 Million to
                               $50,000            $10 Million

The Debtors did not file the list of their 20 largest unsecured
creditors.


URBAN HOTELS: Calif. Court Approves Kenneth Farrow as Accountant
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
granted the request of Urban Hotels, Inc., dba LA Plaza Hotel, to
employ Kenneth R. Farrow as its accountant.

Mr. Farrow is expected to:

     a) render accounting services including cleaning up and
        helping organize the accounting system at the Debtors'
        offices;

     b) complete the monthly reports required by the OUST; and

     c) perform other action and services as the Debtor and its
        counsel may require.

Mr. Farrow discloses that he bills $150 per hour for his services.  
He further discloses that he bills $175 per hour for testifying
either in court or at a deposition.

Mr. Farrow assures the Court that he does not hold any interest in
nor is materially adverse to the Debtor and thus constitutes a
"disinterested person" as defined in Section 101(14) of the U.S.
Bankruptcy Code.

                       About Urban Hotels

Headquartered in Culver City, California, Urban Hotels Inc.,
operates Lax Plaza Hotel.  The Company filed for chapter 11
protection on Nov. 29, 2005 (Bankr. C.D. Calif. Case No.
05-50140), to stop a foreclosure sale by AN Capital, Inc.
M. Jonathan Hayes, Esq., of Woodland Hills, California, represents
the Debtor in its restructuring efforts.  Daniel H. Reiss, Esq.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it listed
$23,000,000 in assets and $20,000,000 in debts.


VITESSE SEMICONDUCTOR: Terminates CFO Y. Mody and CEO L. Tomasetta
------------------------------------------------------------------
Vitesse Semiconductor Corporation reported that Louis R.
Tomasetta, Chief Executive Officer, Yatin Mody, Chief Financial
Officer, and Eugene F. Hovanec, Executive Vice President have been
terminated as officers and employees of the Company.

These officers had been placed on administrative leave by Vitesse
because of their involvement with issues related to the integrity
of documents relating to Vitesse's stock option grant process.

"This has been a very challenging time for the Company," Vitesse's
Chairman of the Board, John C. Lewis, said.  "As a Board, we have
taken quick and decisive action that we believe is in the best
interests of the Company and its shareholders.  The new management
team has done an excellent job in a very short period of time to
address the pending challenges to Vitesse.  Moreover, Chris
Gardner has been instrumental in providing leadership during this
transition period.  The Board has complete confidence in the new
executive team."

             Vitesse Appoints New Executive Officers

Vitesse reported that Christopher R. Gardner, the Acting Chief
Executive Officer of Vitesse, has been appointed Chief Executive
Officer.  Mr. Gardner joined Vitesse in 1986. He served as Vice
President and Chief Operating Officer from November 2000 to June
2002.  From June 2002 until he was appointed Acting Chief
Executive Officer on April 18, 2006, he served as Vice President
and General Manager of the Network Products Division.  Mr. Gardner
received his B.S.E.E. from Cornell University and his M.S.E.E.
from the University of California at Berkeley.

Vitesse also reported that Shawn C.A. Hassel of Alvarez & Marsal,
LLC, the Acting Chief Financial Officer of Vitesse, has been
appointed Chief Financial Officer.  Since July 2001, Mr. Hassel
has been and continues to be a Managing Director of Alvarez &
Marsal, specializing in developing operational and financial
solutions for companies in transition.  Prior to joining Alvarez &
Marsal, Mr. Hassel spent seven years with Arthur Andersen's
corporate finance and turnaround division where he served as a
Director.  Mr. Hassel earned his B.S. degree in Finance and
Accounting from the University of Arizona and is a licensed
Certified Public Accountant.

                     Internal Investigation

As reported in the Troubled Company Reporter on May 15, 2006, the
Company's Board of Directors appointed a Special Committee of
independent directors to conduct an internal investigation
relating to past stock option grants, the timing of such grants
and other related accounting and documentation issues.  The scope
of the internal investigation was previously expanded to include
issues relating to the Company's practices in connection with
credits issued to and requested by customers (for returned
products or otherwise) and the related accounting treatment, as
well as the application of payments received to the proper
accounts receivable.  The internal investigation was further
expanded to include a review of the Company's

   (i) general revenue recognition policies and practices and

  (ii) practices that may have affected the Company's cash
       position at the end of certain reporting periods.


          Default Under Vitesse-Silicon Credit Facility

The Company has received notice from Silicon Valley Bank that
Events of Default have occurred under the credit facility between
Silicon Valley Bank and the Company.  The notice states that the
Events of Default include the Company's failure to file its
Quarterly Report on Form 10-Q for the quarter ended March 31,
2006, an apparent failure to meet the liquidity covenants under
the credit facility, certain alleged misrepresentations under the
credit facility and a material adverse change in the Company.  The
notice also states that the amount outstanding under the credit
facility currently exceeds the permitted borrowing base under the
facility.

The Bank states that it is entitled to exercise any and all
remedies available under the credit facility and the related
security documents, and that, until all Events of Default are
cured, the Company is required to pay default interest under the
credit facility and that no further advances will be made by the
Bank.  The Company reserves the right to contest various asserted
Events of Default and does not believe it is necessary or
appropriate for the Bank to assert further remedies.

At May 15, 2006, approximately $10 million was drawn and
outstanding under this credit facility plus approximately
$4.2 million in issued but undrawn standby letter of credits, and
the Company had un-restricted cash and un-restricted cash
equivalents of approximately $13.2 million.

The Company presently is in active discussions with the Bank and
believes that it has reached a conceptual agreement on the
potential terms of a short-term forbearance that should allow the
Company to continue its efforts to obtain additional financing. It
is contemplated that as part of the agreement with the Bank, the
Company would repay $5 million of the amount currently outstanding
under the credit facility.  No assurances can be given that the
Bank and the Company will actually reach agreement on the
forbearance.

The Company has engaged an investment-banking firm to assist in
obtaining additional financing.  The Company has received non-
binding indications of interest and is currently evaluating these
indications of interest.  No assurance can be given that any
additional financing can be obtained or, if obtained, will be on
terms favorable to the Company.  Any securities issued in the
financing will not be registered under the Securities Act of 1933
and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration
requirements.

If additional financing is not obtained or the Bank takes further
action under the credit facility, it would have a material adverse
effect on the Company's operations, liquidity and financial
condition.

"In spite of the recent challenges we face with respect to our
financial reporting and other issues, Vitesse remains focused on
executing our strategic business plan to capitalize on the
investments we've made," Vitesse's President and CEO, Chris
Gardner, said.  "I'm pleased that we continue to see broad-based
growth in customer demand across our three business units and I'm
encouraged by the ongoing support shown by our employees,
suppliers and customers."
   
                          About Vitesse

Based in Camarillo, California, Vitesse Semiconductor Corporation
(Nasdaq:VTSS) -- http://www.vitesse.com/-- designs, develops and  
markets a diverse portfolio of high-performance, cost-competitive
semiconductor solutions for communications and storage networks
worldwide.  Engineering excellence and dedicated customer service
distinguish Vitesse as an industry leader in Gigabit Ethernet LAN,
Ethernet-over-SONET, Advanced Switching, Fibre Channel, Serial
Attached SCSI, Optical Transport, and other applications.  Vitesse
innovation empowers customers to deliver superior products for
Enterprise, Access, Metro, and Core applications.

                          *     *     *

Moody's Investors Service revised Vitesse Semiconductor
Corporation's outlook to stable from negative and affirmed the
Company's B1 senior implied rating and B1 long-term issuer rating
in October 2004.


WERNER HOLDING: Moody's Cuts Rating on $134MM Sr. Sub. Notes to C
-----------------------------------------------------------------
Moody's Investors Service downgraded Werner Holding Company, Inc.
corporate family rating to Caa3, first lien term loan and
revolving credit facility to Caa2, second line term loan to Ca,
and the subordinated notes to C.

The first lien credit facilities are now rated two notches above
the second lien term loan to reflect the differences in their
respective recovery rates.  The rating action reflects the
company's deteriorating financial position and a possible
recapitalization action as partly evidenced by a missed coupon
payment on the company's 10% subordinated notes, due 2007.  The
outlook remains negative.

These ratings were downgraded:

   * $50 million senior secured revolving credit facility, due
     2008, lowered to Caa2 from Caa1;

   * $90 million senior secured term loan, due 2009, lowered to
     Caa2 from Caa1;

   * $100 million senior secured second lien term loan, due 2009,
     lowered to Ca from Caa2;

   * $134 million of 10% senior subordinated notes, due 2007,
     lowered to C from Caa3;

   * Corporate Family Rating, lowered to Caa3 from Caa1.

The key rating factors currently influencing Werner's rating and
outlook are: the company's ability to service its debt, the
possibility of recapitalization, and the uncertainty in the
company's overall financial health.

Moody's previous rating action on Werner took place on September
28, 2005 when Moody's downgraded all of Werner's ratings and
revised the company's outlook to negative.

Headquartered in Greenville, PA, Werner Holding Co., Inc. is the
nation's largest manufacturer and marketer of ladders and other
climbing equipment.  Total adjusted debt as of September 30, 2005
was approximately $405 million.


WINN-DIXIE: Court Approves Sale of 12 Supermarkets in the Bahamas
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida has
given its approval in connection with the sale of 12 supermarkets
in the Bahamas -- 9 operated by Winn-Dixie Stores, Inc. under the
City Markets banner and 3 under the Winn-Dixie banner.  The stores
are to be sold to BSL Holdings Limited, a Bahamian investor group
represented by Fidelity Merchant Bank & Trust Limited, for
approximately $54 million.  All 12 stores are expected to remain
open following completion of the transaction.

Pursuant to a definitive agreement with BSL Holdings Limited, W-D
(Bahamas) Ltd., a Bahamas Company and a wholly owned subsidiary of
Winn-Dixie, has agreed to sell all of its shares of Bahamas
Supermarkets Limited to BSL Holdings Limited.  W-D (Bahamas) owns
approximately 78% of the common shares of BSL.  The remainder of
BSL's common shares will remain publicly traded in the Bahamas.  
The sale agreement is subject to conditions, including regulatory
approval in the Bahamas.

The stores were sold at auction on Tuesday, May 16th to the higher
bid of two competing groups -- BK Foods, Ltd., and BSL Holdings
Limited. BSL Holdings Limited had the winning bid of $54 million.

Upon completion of this transaction, Winn-Dixie will operate 538
stores in Florida, Alabama, Louisiana, Georgia, and Mississippi
(including 10 that are temporarily closed as a result of Hurricane
Katrina).

                        About Winn-Dixie

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.


WINN-DIXIE: Trade Panel Wants to Examine Sr. Notes' Underwriters
----------------------------------------------------------------
Pursuant Rule 2004 of the Federal Rules of Bankruptcy Procedure,
the Ad Hoc Trade Committee asks the U.S. Bankruptcy Court for the
Middle District of Florida for authority to conduct examinations
on parties who are underwriters of the 8.875% Senior Notes.  The
Trade Committee seeks to determine what information the Examinees
relied upon in underwriting the Note Issuance, Mr. Friedman
explains.

The Trade Committee also asks the Court to compel the production
of documents within the Examinees' possession or otherwise
obtainable by them.

Winn-Dixie Stores, Inc., and its debtor-affiliates are parties to
an indenture with First Union National Bank as trustee dated
Dec. 26, 2000.  Pursuant to the Indenture, the Debtors issued
$300,000,000 in principal amount of senior notes bearing interest
at 8.875% per annum.

Mark J. Friedman, Esq., at DLA Piper Rudnick Gray Cary US LLP, in
Baltimore, Maryland, relates that the Debtors have begun
negotiations with creditor groups regarding the framework for a
plan of reorganization.

Mr. Friedman asserts that based on documents that are publicly
available and documents the Debtors have produced, the Debtors'
Chapter 11 cases should be substantively consolidated.  Thus, no
plan of reorganization should be filed without substantive
consolidation of the Debtors.

Mr. Friedman notes that one subject that will be very relevant to
a substantive consolidation analysis will be the facts
surrounding the issuance of the 8.875% Senior Notes.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WINN-DIXIE: Trade Panel Wants Debtors' Substantial Consolidation
----------------------------------------------------------------
The Ad Hoc Trade Committee asks the U.S. Bankruptcy Court for the
Middle District of Florida to substantively consolidate Winn-Dixie
Stores, Inc., and its debtor-affiliates' estates pursuant to
Section 105(a) of the Bankruptcy Code.

The Trade Committee was reformed and reactivated in March 2006 to
investigate substantive consolidation issues from the perspective
of the Debtors' trade creditors.

The current members of the Trade Committee are:

    -- ASM Capital,
    -- Amroc Investments, LLC,
    -- Avenue Capital Group,
    -- LCH Opportunities, LLC,
    -- DellaCamera Capital Management, LLC,
    -- Contrarian Capital Management, LLC,
    -- Longacre Fund Management, LLC,
    -- ConAgra Foods, Inc.,
    -- The Procter & Gamble Distributing Co.,
    -- S.C. Johnson & Son, Inc.,
    -- Conopco, Inc.,
    -- Madison Capital Management,
    -- VR Capital Group, Ltd., and
    -- General Mills, Inc.

The Trade Committee members hold approximately $70,000,000 in
unsecured claims, relating to goods, sold and delivered to the
Debtors, services rendered to the Debtors, and rejection of
leases.

Thomas R. Califano, Esq., at DLA Piper Rudnick Gray Cary US LLP,
in New York, tells the Court that the Trade Committee informally
asked the Debtors to provide documentation relating to their
business, which are relevant to a substantive consolidation
analysis.  On March 30, 2006, the Debtors and the Trade Committee
entered into a confidentiality agreement to facilitate the Trade
Committee's investigation.

According to Mr. Califano, the Debtors would not have produced
documents to the Trade Committee absent the Trade Committee
entering into the Confidentiality Agreement.

Mr. Califano asserts that substantive consolidation is
appropriate because:

    (a) there is a substantial identity between the Debtors; and

    (b) consolidation is necessary to avoid some harm or realize
        some benefit.

The Trade Committee seeks the Court's permission file under seal
its brief supporting its substantive consolidation motion and the
affidavit of M. Freddie Reiss.

Mr. Califano explains that the Brief and the Reiss Affidavit are
in part based on non-public, confidential and proprietary
information about the Debtors that has been voluntarily disclosed
to the Trade Committee by the Debtors, but are subject to the
Confidentiality Agreement.

Headquartered in Jacksonville, Florida, Winn-Dixie Stores, Inc.
-- http://www.winn-dixie.com/-- is one of the nation's largest
food retailers.  The Company operates stores across the
Southeastern United States and in the Bahamas and employs
approximately 90,000 people.  The Company, along with 23 of its
U.S. subsidiaries, filed for chapter 11 protection on Feb. 21,
2005 (Bankr. S.D.N.Y. Case No. 05-11063, transferred Apr. 14,
2005, to Bankr. M.D. Fla. Case Nos. 05-03817 through 05-03840).
D.J. Baker, Esq., at Skadden Arps Slate Meagher & Flom LLP, and
Sarah Robinson Borders, Esq., and Brian C. Walsh, Esq., at King &
Spalding LLP, represent the Debtors in their restructuring
efforts.  Paul P. Huffard at The Blackstone Group, LP, gives
financial advisory services to the Debtors.  Dennis F. Dunne,
Esq., at Milbank, Tweed, Hadley & McCloy, LLP, and John B.
Macdonald, Esq., at Akerman Senterfitt give legal advice to the
Official Committee of Unsecured Creditors.  Houlihan Lokey &
Zukin Capital gives financial advisory services to the
Committee.  When the Debtors filed for protection from their
creditors, they listed $2,235,557,000 in total assets and
$1,870,785,000 in total debts.  (Winn-Dixie Bankruptcy News,
Issue No. 38; Bankruptcy Creditors' Service, Inc., 215/945-7000).


WORLDCOM INC: Seeks Summary Judgment Against Hansen Corp.
---------------------------------------------------------
WorldCom, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for the Southern District of New York for a summary judgment
against Hansen Corporation Pty Limited and disallow Claim No.
15798.

The Debtors entered into a Master Software License & Services
Agreement with Hansen, whereby the Debtors paid Hansen $1,500,000,
for a perpetual license to use its Hansen Universal Billing
software.  The Debtors paid Hansen an additional $10,000,000, to
develop customized software called Customer Management System.

On January 21, 2003, Hansen filed Claim No. 15798, seeking
$1,500,000.  Hansen alleged that the Debtors used Hansen's
proprietary software outside the scope of uses permitted under the
License Agreement.

Larry W. Bigus, Esq., at Stinson Morrison Hecker LLP, in Kansas
City, Missouri, relates that after the Debtors terminated
Hansen's development services, it continued to modify and develop
the CMS.  The original HUB software was totally rewritten, except
for its security features and reference features.

Sometime after September 20, 2000, the Debtors permitted at least
two other entities, Concert Communications Company and Bell
Canada, to use the HUB Software outside the United States of
America.

The Debtors contend that Concert and Bell Canada's use of the HUB
Software has been limited to the "thin-client" portion of the HUB
Software.  In addition, the Debtors assert that the use was
expressly permitted since they exclusively own CMS and can permit
Concert and Bell Canada to use it.

The Agreement deems the results of the performance of Development
Services to be Work Product.  According to Mr. Bigus, the
Agreement exclusively vested in the Debtors all right, title, and
interest to the Work Product.  Hansen acknowledged that Work
Product is deemed "work-made-for-hire" and relinquished "any claim
to, or interest in, the Work Product.

                         Hansen Responds

According to Kenneth L. Cannon II, Esq., at Durham Jones &
Pinegar, in Salt Lake City, Utah, there is no clause in the
License Agreement that authorizes any third party to use Hansen's
proprietary HUB software outside the United States.

The only provision of the Agreement that authorizes foreign use of
the HUB software is that which permits thin-client access from
outside the Untied States.  However, nothing in the Agreement
permits anyone but the Debtors to access the thin-client portion
of the HUB software from outside the United States.

Mr. Cannon also points out that the Debtors failed to provide
evidence that the HUB software was rewritten by late 2001 when it
first gave authorization to Bell Canada and Concert to use its
CMS system.  Moreover, the Debtors' admission that the security
and reference features of the HUB software remain in place
establishes that Bell Canada and Concert, when using the Debtors'
CMS system, were also using Hansen's HUB software.

The Debtors repeat throughout its brief that it owns its CMS
system.  That is not entirely true, Mr. Cannon argues.  "As the
Debtors themselves concede, Hansen remains the owner of the HUB
software, to which the Debtors never received anything more than a
license."

Accordingly, Hansen asks the Court to:

   (a) grant summary judgment in its favor;

   (b) find the Debtors liable for breach of contract as a matter
       of law; and

   (c) deny the Debtors' cross-motion for summary judgment.

However, if the Court finds that both Parties' interpretations of
the Agreement are reasonable, then the Agreement is ambiguous and
both parties' summary judgment motions should be denied,
Mr. Cannon asserts.  Or, at minimum, Hansen should be permitted
under Rule 56(f) of the Federal Rules of Bankruptcy Procedure to
conduct discovery with respect to the parties' intent so that any
ambiguity can be resolved before any ruling on the Debtors'
summary judgment motion.

If the Court were to find that the Debtors' interpretation is the
only reasonable construction of the Agreement, then Hansen should
be permitted under Bankruptcy Rule 56(f) to conduct discovery with
respect to the nature of the Debtors' agreements with Bell
Canada and Concert and the scope of Bell Canada and Concert's use
of the HUB software, Mr. Cannon maintains.

                          About WorldCom

Headquartered in Clinton, Mississippi, WorldCom, Inc., now known
as MCI -- http://www.worldcom.com/-- is a pre-eminent global  
communications provider, operating in more than 65 countries and
maintaining one of the most expansive IP networks in the world.  
The Company filed for chapter 11 protection on July 21, 2002
(Bankr. S.D.N.Y. Case No. 02-13532).  On March 31, 2002, the
Debtors listed $103,803,000,000 in assets and $45,897,000,000 in
debts.  The Bankruptcy Court confirmed WorldCom's Plan on October
31, 2003, and on April 20, 2004, the company formally emerged from
U.S. Chapter 11 protection as MCI, Inc. (WorldCom Bankruptcy News,
Issue No. 117; Bankruptcy Creditors' Service, Inc., 215/945-7000)


XM SATELLITE: Completes Tender Offer for $393 Mil. Sr. Sec. Notes
-----------------------------------------------------------------
XM Satellite Radio Holdings Inc. completed its tender offer with
respect to its outstanding secured notes.  XM purchased a total of
approximately:

   * $110.8 million of the 14% Senior Secured Discount Notes due
     2009, representing approximately 59.4% of the total principal
     amount of 14% Notes,

   * $99.7 million of the 12% Senior Secured Notes due 2010,
     representing approximately 99.7% of the total principal
     amount of the 12% Notes, and

   * $182.9 million of Senior Secured Floating Rate Notes due
     2009, representing approximately 91.5% of the total principal
     amount of Floating Rate Notes.

The Offer expired at midnight, New York City time, on May 10,
2006.  The cash used to purchase the notes came from proceeds of
XM's recent offering of unsecured fixed and floating rate notes,
due 2014 and 2013, respectively.

XM has called for redemption of all the remaining 14% Notes and
Floating Rate Notes, which redemptions are expected to be
completed by the end of May.  XM expects to use proceeds of XM's
recent offering of unsecured fixed and floating rate notes for
this redemption.  XM and the trustee under each of the indentures
governing the 14% Notes, 12% Notes and Floating Rate Notes entered
into various agreements to implement amendments to the indentures
that eliminate substantially all of the restrictive covenants
contained in each of the indentures.  The amendments became
operative on May 1, 2006, the initial acceptance date for Notes
tendered in the Offer.

XM engaged UBS Securities LLC and J.P. Morgan Securities Inc. to
act as dealer managers and D.F. King to act as information agent
in connection with the tender offer.

                       About XM Satellite

Headquartered in Washington, D.C., XM Satellite Radio Inc.
(Nasdaq: XMSR) -- http://www.xmradio.com/-- is a wholly owned
subsidiary of XM Satellite Radio Holdings Inc.  XM has been
publicly traded on the NASDAQ exchange since Oct. 5, 1999.  XM's
founding was prompted by the radio industry's first major
technological change since the popularization of FM radio in the
1970s: the creation of a third broadcast medium, transmitted by
satellite, now taking its place alongside AM and FM on the radio
dial.  One of only two companies with a license for this new
national audio service, XM has assembled a "dream team" of
creative radio professionals and a management team committed to
leading the world into the next generation of radio.  XM's 2006
lineup includes more than 170 digital channels of choice from
coast to coast: the most commercial-free music channels, plus
premier sports, talk, comedy, children's and entertainment
programming; and 21 channels of the most advanced traffic and
weather information.  XM has broadcast facilities in New York and
Nashville, and additional offices in Boca Raton, Florida;
Southfield, Michigan; and Yokohama, Japan.

At Dec. 31, 2005, XM Satellite Radio Inc.'s balance sheet showed a
stockholders' deficit of $362,713,000, compared to $43,582,000
positive equity at Dec. 31, 2004.

                         *     *     *

As reported in the Troubled Company Reporter on April 21, 2006,
Standard & Poor's Ratings Services assigned its 'CCC' rating to
XM Satellite Radio Inc.'s proposed $600 million senior unsecured
notes.  The senior unsecured notes are rated one notch below the
corporate credit rating because of the sizable amount of secured
debt in the company's capital structure relative to its asset
base.  Proceeds from the proposed notes issue are expected to be
used to refinance existing debt.

At the same time, Standard & Poor's assigned its 'B-' rating and
recovery rating of '1' to XM's proposed $250 million first-lien
secured revolving credit facility, indicating an expectation of
full recovery of principal in the event of a payment default.


ZALE CORP: Earns $16.8 Million in Third Fiscal Quarter of 2006
--------------------------------------------------------------
Zale Corporation reported net earnings of $16.8 million for the
third quarter ended April 30, 2006.  This includes, on an after-
tax basis:

   (1) a benefit of $8.4 million resulting from the settlement of
       certain retirement benefit obligations partially offset by

   (2) a charge for Chief Operating Officer severance of
       $2.2 million, and

   (3) a charge of $900,000 related to the closing of certain
       Bailey Banks & Biddle locations.

Excluding these items, third quarter earnings amounted to
$11.6 million.  Last year's reported earnings amounted to
$14.5 million.

Total revenues for the third quarter increased by 2.2% to
$526.9 million from last year's $515.6 million.  Last year's total
revenues included $10.6 million from certain Bailey Banks & Biddle
stores, which were closed in this year's second fiscal quarter.
Excluding these stores, total revenues increased 4.3% over last
year's $505 million.  Third quarter comparable store sales
increased 2.5%.

"We are pleased with our performance for the third quarter,
especially the sales momentum we are gaining," Betsy Burton,
Acting Chief Executive Officer, commented.

"Zales, Zale Canada, Zales Outlet, Bailey Banks & Biddle and
Gordon's all produced positive comparable store sales, while
margins and expenses were in line with our expectations."

The Company also announced guidance for the fourth fiscal quarter,
with comparable store sales expected to increase in the low to
mid-single digits.

Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is  
North America's largest specialty retailer of fine jewelry
operating approximately 2,345 retail locations throughout the
United States, Canada and Puerto Rico.  Zale Corporation's brands
include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Bailey
Banks & Biddle, Peoples Jewellers, Mappins Jewellers and Piercing
Pagoda.  Through its ZLC Direct organization, Zale also operates
online at http://www.zales.com/and  
http://www.baileybanksandbiddle.com/

                           *     *     *

As reported in the Troubled Company Reporter on April 12, 2006,
Zale Corporation reported that the Securities and Exchange
Commission initiated a non-public investigation relating to
various accounting and other matters related to the Company,
including accounting for extended service agreements, leases, and
accrued payroll.

Subpoenas issued in connection with the SEC investigation ask for
materials relating to these accounting matters as well as to
executive compensation and severance, earnings guidance, stock
trading, and the timing of certain vendor payments.

Zale believes that its accounting complied with generally accepted
accounting principles and is reviewing the matter.  The Company
will cooperate fully with the SEC's investigation.


* D. Steinberg of Cadwalader Gets 2006 ABA Pro Bono Publico Award
-----------------------------------------------------------------
Cadwalader, Wickersham & Taft LLP partner Debra Brown Steinberg
has been named a recipient of the 2006 American Bar Association
Pro Bono Publico Award for extraordinary contributions of legal
services to those who cannot afford representation.

Ms. Steinberg led Cadwalader's 9/11 pro bono efforts providing
representation of families of World Trade Center victims.  In
addition to personally representing several families of victims,
she also played a leading role in the creation and development of
the New York Lawyers for the Public Interest 9/11 Project.  She
drafted comments on the interim and final regulations for the 9/11
Victim Compensation Fund issued by The Association of the Bar of
the City of New York and a substantial portion of the New York
9/11 Victims and Families Relief Act.  She assumed a leading role
in advocating at both the state and national levels on behalf of
victims' families, drafting substantial portions of federal
legislation to provide legal recognition and protection to family
members of non-citizen victims of the attacks -- the September 11
Family Humanitarian Relief and Patriotism Act, legislation that is
pending in both the U.S. House of Representatives and the U.S.
Senate.

"Debra's work on behalf of the victims of the September 11, 2001
terrorist attacks and, in particular, her extensive efforts on
behalf of the family members of non-citizen victims, represents
precisely the sort of noteworthy contributions to extending legal
services to the poor and disadvantaged that Cadwalader encourages
and supports," Robert O. Link, Jr., the Chairman and Managing
Partner of Cadwalader said.  "She and the attorneys on her team
have certainly demonstrated the capacity for bettering the world
through the legal profession."

Ms. Steinberg's public service was twice honored in the United
States House of Representatives, in a New York State Senate
Legislative Resolution, and by Mayor Michael Bloomberg on behalf
of the City of New York.  A recipient of the New York State Bar
Association's 2003 Pro Bono Service Award, her work has been
featured in the documentary film entitled "The Legal Community's
Response to September 11th," and commended in the seminal study on
the same topic entitled "Public Service in a Time of Crisis."

A partner in Cadwalader's Litigation Department, Ms. Steinberg
represents and counsels clients in complex corporate, business,
securities, commercial, intellectual property, and bankruptcy-
related litigations.  As an experienced trial lawyer and appellate
practitioner, Ms. Steinberg has appeared on behalf of both
plaintiffs and defendants in State and Federal courts.

She received her bachelor's degree from Smith College in 1976 and
graduated cum laude from Boston College School of Law in 1979.  
She is admitted to practice in the State of New York, the United
States District Courts, the United States Tax Court, the United
States Court of Appeals and the United States Supreme Court.

ABA President Michael S. Greco and the Standing Committee on Pro
Bono and Public Service will co-host an awards presentation at the
Pro Bono Publico Awards Assembly Luncheon in Honolulu, Hawaii on
Monday, August 7.

             About Cadwalader, Wickersham & Taft LLP

Cadwalader, Wickersham & Taft LLP -- http://www.cadwalader.com/--  
established in 1792, is one of the world's leading international
law firms, with offices in New York, London, Charlotte, Washington
and Beijing.  Cadwalader serves a diverse client base, including
many of the world's top financial institutions, undertaking
business in more than 50 countries in six continents.  The firm
offers legal expertise in antitrust, banking, business fraud,
corporate finance, corporate governance, environmental,
healthcare, insolvency, insurance and reinsurance, litigation,
mergers and acquisitions, private client, private equity, real
estate, securities and financial institutions regulation,
securitization, structured finance, and tax.


* BOOK REVIEW: Corporate Players: Designs for Working and Winning
               Together
-----------------------------------------------------------------
Author:     Robert W. Keidel
Publisher:  Beard Books
Paperback:  276 pages
List Price: $34.95

Order your personal copy at:

http://amazon.com/exec/obidos/ASIN/1587982587/internetbankrupt

In American business, the metaphor of the sports team is commonly
used for business groups of all sizes -- from ad hoc teams of a
few members that deal with temporary problems to groups of
executive managers who are responsible for long-term corporate
survival and the profitability of an entire organization.

The sports team is a favored metaphor because sports bring
individuals with different talents and different responsibilities
together to perform a particular activity and pursue a common
objective.  Within its framework, sports also allow for the
outstanding performance of particular individuals and recognition
of that performance.  The sports tem metaphor has become so common
in business and so routinely applied to business teams of all
sorts and sizes that little thought is usually given to its
specifics.

Corporate Players--Designs for Working and Winning Together takes
a close look at what makes a sports team function effectively and
win.  The author then applies these observations to develop a plan
for those in the corporate world to be as successful as those in
the sports world.  While a reprint of a 1988 book, the lessons in
this book are timeless.

Keidel identifies three main types of teams found in business:
autonomy, control and cooperation.  The author relates each to a
particular type of sports team: autonomy for baseball, control for
football and cooperation for basketball.  A chart compares
differences among the three with respect to organizational
strategy, organizational structure, and organizational style.  

For instance, the organizational strategy for autonomy in base
ball is "adding value through star performers"; while the
organizational strategy for cooperation in basketball is
"innovating by combining resources in novel ways."

With a sharp analytic eye and decades of experience in different
aspects of business, including academic and government positions,
Keidel delves into the specifics of business groups as sports
teams.  

A fundamental point often overlooked by businesspersons is that
teams in different sports are different in significant ways.  An
understanding of these differences is crucial for executives,
managers, and consultants who are responsible for conceptualizing
a team in relation to a particular business matter and then
bringing together a team of individuals.  

As such, executives, managers and consultants have roles similar
to a general manager and coach of a sports team.  In some case,
they may also have the role of a player on the team.

This chart and other aids, together with the author's engaging
commentary and enlightening analyses, will help business leaders
select the right personnel, assemble a team capable of performing
the task at hand, and then coordinate all of the players to
accomplish the desired objective.

Robert W. Keidel has a Ph.D. from Wharton, and has also been a
Senior Fellow at this top business school.  An author of three
other books and many articles, he teaches courses in business
strategy, technology, and organization at Drexel University's
Lebow College of Business.  Robert Keidel Associates is his
business consulting firm.

                             *********

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, Shimero Jainga, Joel Anthony
Lopez, Emi Rose S.R. Parcon, Rizande B. Delos Santos, Cherry A.
Soriano-Baaclo, Christian Q. Salta, Jason A. Nieva, Lucilo Junior
M. Pinili, Tara Marie A. Martin and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

                    *** End of Transmission ***