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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

             Wednesday, July 5, 2006, Vol. 10, No. 158

                             Headlines

ALERIS INTERNATIONAL: Commences Tender Offer for Senior Notes
ALLIED HOLDINGS: Withdraws Request for Continued Union Pay Cuts
AMERICAN CAPITAL: Section 341(a) Meeting Scheduled on August 3
AMERICAN MEDICAL: Closes $374 Million Sale of 3-1/4% Senior Notes
ASARCO LLC: Asbestos Debtors Want Perrell as Officer & Director

ASARCO LLC: Asks Court to OK Service Pact for Plant Demolition
ATLAS PIPELINE: Wachovia Extends Credit Pact Maturity to June 2011
BALLY TOTAL: March 31 Balance Sheet Upside-Down by $1.43 Billion
BAYOU GROUP: U.S. Trustee Appoints Five-Member Creditors Panel
BAYOU GROUP: Committee Taps Kasowitz Benson as Bankruptcy Counsel

BROOKLYN HOSPITAL: Wants Until Nov. 27 to File Chapter 11 Plan
BUCKEYE TECHNOLOGIES: CEO to Get $274,000 Cash Bonus on Retirement
CG MULTIFAMILY: Hires Stone Pigman as Bankruptcy Counsel
COMMSCOPE INC: Gets $30.3 Mil. Loan Payment from OFS BrightWave
COMMUNICATIONS CORP: Section 341(a) Meeting Rescheduled to Aug. 8

CONJUCHEM BIO: April 30 Balance Sheet Upside-Down by $38 Million
CONSTELLATION BRANDS: Generates $1.2 Bil. of Sales in First Qtr.
CREDIT SUISSE: Fitch Rates $5 Mil. Class B-2 Certificates at BB+
CYOP SYSTEMS: March 31 Stockholders' Deficit Tops $1 Million
DANA CORP: Exclusive Plan Filing Period Extended Until Jan. 3

DANA CORP: Can Decide on Unexpired Leases Until October 3
DELPHI CORP: Can Proceed with Brunswick Plant Transfer
DELPHI CORP: Court Approves Indianapolis Lease Rejection
DENTICARE INC: A.M. Best Says Financial Strength is Marginal
DURA AUTOMOTIVE: Plans to Shut Down Llaneli Facility

DYNCORP INT'L: Earns $28.3MM in Fiscal Year Ended March 31, 2006
E.DIGITAL CORP: Auditor Expresses Going Concern Doubt
EMERGE CAPITAL: Chairman to Help with GWIN Inc.'s Restructuring
EXIDE TECH: PwC Raises Going Concern Doubt Over Likely Default
FALCONBRIDGE LTD: Contests Xstrata Application in Superior Court

FALCONBRIDGE LTD: European Commission Clears Acquisition by Inco
FLOWSERVE CORP: PwC Cites Seven Material Weaknesses in Financials
FLYI INC: Wants Exclusive Plan-Filing Period Extended to July 31
FLYI INC: Aviall Wants Stay Lifted to Set Off Prepetition Claims
FOAMEX INTERNATIONAL: Wants to Raise Salaries of Four Executives

FOAMEX INTERNATIONAL: Wants to Advance Funds to Mexican Subsidiary
FOSS MANUFACTURING: Trustee Taps Verdolino & Lowey as Accountants
GENCORP INC: May 31 Balance Sheet Upside-Down by $87.9 Million
GENCORP INC: Fitch Junks Contingent Conv. Sub. Debts' Ratings
GENERAL MOTORS: Evaluating $3-Billion Alliance with Renault-Nissan

GRANITE BROADCASTING: Inks New $70 Million Senior Credit Agreement
GWIN INC: Hires Emerge Capital Chairman to Develop Growth Plan
HEALTH PARTNERS: A.M. Best Says Financial Strength is Marginal
IELEMENT CORP: Losses & Capital Deficit Cue Going Concern Doubt
IMC INVESTMENT: Case Summary & 19 Largest Unsecured Creditors

INCO LTD: European Commission Clears Falconbridge Acquisition
INFRASOURCE SERVICES: Secures New $225 Million Credit Facility
INTER VALLEY: A.M. Best Says Financial Strength is Poor
KAISER ALUMINUM: District Court Consolidates Appellate Proceedings
KNOLOGY INC: Interest Reduced on First Lien Term Loan

LANDS & CO: Case Summary & 13 Largest Unsecured Creditors
LEINER HEALTH: March 25 Balance Sheet Upside-Down by $115 Million
LINN ENERGY: Earns $21.9 Million in First Quarter Ended March 31
LORBER INDUSTRIES: Hires Steven Scandura as Collection Counsel
LOVESAC CORP: Delaware Court Approves Disclosure Statement

M-PLAN INC: A.M. Best Says Financial Strength is Marginal
MARKWEST ENERGY: Plans to Use $115.6 Mil. Proceeds to Repay Debt
MEDISCIENCE TECH: Morison Cogen Expresses Going Concern Doubt
MERIDIAN AUTOMOTIVE: Reaches Consensual Pact with Major Creditors
MERIDIAN AUTOMOTIVE: Files 3rd Amended Plan & Disclosure Statement

METALFORMING TECH: Ct. Extends Claims Objection Period to Aug. 25
MUSICLAND HOLDING: Excell Wants Court's Ruling on Two Contracts
NETGURU INC: Haskell & White Raises Going Concern Doubt
NEXIA HOLDINGS: Unit Secures $1 Million Term Loan from Sentry
NORTHWESTERN CORP: Resolves City of Livonia ERS Lawsuit

PENN TRAFFIC: Lenders Extend Deadline to Deliver Audited Reports
PREMIUM PAPERS: Walks Away from West Chicago Lease
PRIMEDEX HEALTH: April 30 Balance Sheet Upside-Down by 73.4 Mil.
RAPID LINK: April 30 Balance Sheet Upside Down by $6.7 Million
RECYCLED PAPERBOARD: Court Confirms First Modified Chapter 11 Plan

REFCO INC: Ch. 11 Trustee Says Securities Advisory Panel Formed
REFCO INC: Chapter 11 Trustee Taps Skadden Arps as Special Counsel
RESCARE INC: Total Borrowing Capacity Expanded to $250 Million
RIM SEMICONDUCTOR: Posts $4.8 Million Net Loss in 2006 2nd Quarter
SAINT VINCENTS: Court OKs New Insurance Financing Pact with AICC

SAINT VINCENTS: N.Y. Fire Department Pact Gets Court's Nod
SALON MEDIA: Losses & Deficit Prompt Auditor's Going Concern Doubt
SANTA CLARA: A.M. Best Says Financial Strength is Marginal
SHAW COMMS: Earns CDN$126.4 Million in Third Quarter Ended May 31
SILICON GRAPHICS: Files First Amended Plan & Disclosure Statement

SILICON GRAPHICS: Classification & Treatment of Claims Under Plan
SINGING MACHINE: March 31 Equity Deficit Almost Doubled to $3.6MM
SOVEREIGN BANCORP: Restructures Balance Sheet & Cuts Portfolio
TELENETICS CORP: Haskell & White Resigns as Independent Auditor
TOWER AUTOMOTIVE: Inks New Lease Agreement with CIT Group

TOWER AUTOMOTIVE: Can Remove Civil Actions Until October 31
TOWER PARK: Unsatisfactory Cash Flow Prompts Going Concern Doubt
TRACKPOWER INC: Mintz & Partners Expresses Going Concern Doubt
TRANSCAPITAL FINANCIAL: Taps Genovese Joblove as Bankr. Counsel
TRANSCAPITAL FINANCIAL: Section 341(a) Meeting Set on August 3

USA COMMERCIAL: Gets Court Nod to Hire Ray Quinney as Counsel
USN CORP: Liquidity Issues Prompt Auditor's Going Concern Doubt
VALENCE TECH: Losses & Deficit Spur Deloitte's Going Concern Doubt
VIRBAC CORP: Settlement Ends SEC's Probe on Accounting Practices
WINN-DIXIE: Ex-Officers Vindicated in Committee Counsel's Report

WINN-DIXIE: Wants Wachovia Commitment Letter Approved
YOUTHSTREAM MEDIA: Weinberg & Company Raises Going Concern Doubt
ZIM CORP: Raymond Chabot Raises Going Concern Doubt

* Upcoming Meetings, Conferences and Seminars

                             *********

ALERIS INTERNATIONAL: Commences Tender Offer for Senior Notes
-------------------------------------------------------------
Aleris International, Inc., offered to purchase for cash any and
all of its outstanding 10-3/8% Senior Secured Notes Due 2010
(CUSIP No. 449681AC9) and 9% Senior Notes Due 2014 (CUSIP No.
014477AA1), on the terms and subject to the conditions in the
Offer to Purchase and Consent Solicitation Statement dated June
30, 2006 and the Consent and Letter of Transmittal.

Aleris is also soliciting consents from holders of the Notes to,
among other things, eliminate or make less restrictive
substantially all of the restrictive covenants and the events of
default and amend certain related provisions in the indentures
under which the Notes were issued.  The tender offer and consent
solicitation is being conducted in connection with, and is
contingent on the consummation of, the acquisition of the
downstream aluminum business of Corus Group plc.

The consent solicitation will expire at 5:00 p.m., New York City
time, on July 14, 2006, unless earlier terminated or extended.  
The tender offer will expire at midnight, New York City time, on
July 28, 2006, unless terminated or extended.

The total consideration for each $1,000 principal amount of Notes
validly tendered and accepted for purchase, subject to the terms
and conditions of the tender offer and consent solicitation, on or
prior to the Consent Date will be $1,100.78 for the 10-3/8% Notes
and $1,134.96 for the 9% Notes.  The total consideration includes
a consent payment equal to $20 per $1,000 for the 10-3/8% Notes
and the 9% Notes.  

The tender offer consideration for each $1,000 principal amount of
Notes validly tendered and accepted for purchase, subject to the
terms and conditions of the tender offer and consent solicitation,
tendered after the Consent Date but on or prior to the Expiration
Date (and not validly withdrawn) pursuant to the Offer shall be
$1,080.78 for the 10-3/8% Notes and $1,114.96 for the 9% Notes.  
The total consideration and the tender offer consideration to be
paid for each $1,000 in principal amount of Notes will be paid in
cash.  In either case, all holders who validly tender their Notes
will receive accrued but unpaid interest up to, but not including,
the date of settlement.

In connection with the tender offer, Aleris is also seeking
consents to certain proposed amendments with respect to the Notes.  
The purpose of the proposed amendments is to, among other things,
eliminate or make less restrictive substantially all of the
restrictive covenants and the events of default and to amend
certain related provisions under the Indentures.  Holders who
desire to tender their Notes must consent to the proposed
amendments.  A holder may not deliver consents without tendering
the related Notes.  

The tender offer is subject to the satisfaction of certain
conditions, including receipt of consents sufficient to approve
the proposed amendments to the Indentures, obtaining the requisite
funding and the Acquisition having occurred or occurring
substantially concurrent with the Expiration Date.

The proposed amendments to the Indentures for which consents are
being solicited will be set forth in two supplemental indentures
and are described in more detail in the Offer Documents.  The
supplemental indentures will not be executed unless and until
Aleris has received consents from holders of a majority in
principal amount of the applicable Notes outstanding, and the
amendments will not become operative unless and until Aleris has
accepted for purchase at least a majority in principal amount of
the applicable Notes pursuant to the Offer Documents.

Deutsche Bank Securities Inc. is acting as dealer manager for the
tender offer and as the solicitation agent for the consent
solicitation and can be contacted at (212) 250-6008 (collect).  
Mackenzie Partners, Inc. is the depositary and information agent
and can be contacted at (212) 929-5500 (collect) or (800) 322-2885
(toll-free).  Copies of the Offer Documents and other related
documents may be obtained from the information agent.

                    About Aleris International

Headquartered in Beachwood, Ohio, a suburb of Cleveland, Aleris
International, Inc. (NYSE: ARS) -- http://www.aleris.com/-- is a  
major North American manufacturer of rolled aluminum products and
is a global leader in aluminum recycling and the production of
specification alloys.  The company is also a leading manufacturer
of value-added zinc products that include zinc oxide, zinc dust
and zinc metal.  The Company operates 42 production facilities in
the United States, Brazil, Germany, Mexico and Wales, and employs
approximately 4,200 employees.

                           *     *     *

As reported in the Troubled Company Reporter on March 23, 2006,
Standard & Poor's Rating Services placed its 'BB-' corporate
credit and its other ratings on Aleris International Inc. on
CreditWatch with negative implications.  The action followed the
announcement that Aleris has entered into a non-binding letter of
intent to acquire the downstream aluminum operations of Corus
Group PLC (BB-/Watch Pos/B) for approximately $840 million plus
the assumption of EUR28 million of debt, and EUR98 million of
debt-like pension liabilities.

Moody's Investors Service also placed the debt ratings of Aleris
International Inc., under review for possible downgrade.  The
ratings placed on watch include the Company's B1 Corporate Family
Rating; B2 rating on the $210 million 10.375% senior secured  
notes due 2010; and B3 rating on the $125 million 9% senior
unsecured notes due 2014.


ALLIED HOLDINGS: Withdraws Request for Continued Union Pay Cuts
---------------------------------------------------------------
Nearly 3,700 Teamster members working for Allied Holdings, Inc. in
the United States will regain their full rate of pay and Cost of
Living Allowance as of July 1, 2006.

Allied withdrew their request for a 1113(e) motion on June 30,
that sought to extend rate cuts Allied has imposed on carhaul
workers for the months of May and June 2006.

"I applaud our members for standing strong and united," said
Teamsters General President James P. Hoffa.  "It is outrageous
that Teamster working families have been forced to pay for Allied
management's mistakes."

Allied's change of heart occurred after the Teamsters union
decided to hold strike authorization votes nationwide, which were
unanimous in support of the union's resistance to further wage
cuts.

The union also notified the court and the parties that it had the
legal right to strike the company on or after July 1 under the
terms of Article 16 of the National Master Automobile Transporters
Agreement.  The company withdrew its demand for wage cuts on June
30.

Allied attempted to extend the 10% wage cut and elimination of
COLA and benefit increases in a motion filed on June 8, 2006.  
After the first day of hearings on June 23, the union established
that Allied exceeded their projections by such large amounts --
from $6 to $10 million -- that their first motion for wage cuts
was totally unnecessary.  Allied never drew the $5 million
emergency loan that supposedly justified demanding wage cuts in
the first place.

After the first day of hearing, Allied did not go forward on the
second day (on June 28), and then withdrew its request for
continued wage cuts two days later, on June 30.

"We currently have requested the district court to hear our appeal
from the bankruptcy court's order of May 1 that allowed Allied to
impose the wage cuts in May and June," said Fred Zuckerman,
Director of the Teamsters Carhaul Division.

Allied claims that the union does not have the right to appeal the
May 1 order, which is the reason why the union is seeking special
court permission to appeal.  To that end, the union will also file
a claim in the bankruptcy court to recover the lost wages.

"We are keeping up the fight to protect our members and their
families during the bankruptcy proceedings," Mr. Zuckerman said.

Founded in 1903, the Teamsters Union represents more than 1.4
million hardworking men and women in the United States and Canada.

Headquartered in Decatur, Georgia, Allied Holdings, Inc. --
http://www.alliedholdings.com/-- and its affiliates provide        
short-haul services for original equipment manufacturers and
provide logistical services.  The Debtors 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.


AMERICAN CAPITAL: Section 341(a) Meeting Scheduled on August 3
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of American
Capital Corporation's creditors at 11:00 a.m., on Aug. 3, 2006, at
the Claude Pepper Federal Building, 51 Southwest First Avenue,
Room 1021 in Miami, Florida.  This is the first meeting of
creditors required under Section 341(a) of the Bankruptcy Code in
all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                      About American Capital

Headquartered in Miami, Florida, American Capital Corporation
holds a 65.19% interest in TransCapital Financial Corporation.  
TransCapital Financial is a holding and management company that
conducted substantially all of its operations through its wholly-
owned subsidiary, Transohio Savings Bank, FSB.  Transohio Savings'
key activities were banking and lending and its primary lending
activity was the originating and purchasing of loans secured by
mortgages on residential properties.

American Capital filed for chapter 11 protection on June 19, 2006
(Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq., at
Bilzin Sumberg Baena Price & Axelrod LLP, represents the Debtor.  
When the Debtor filed for protection from its creditors, it listed
total assets of $52,005,000 and total debts of $207,170,268.

TransCapital Financial Corporation also filed for chapter 11
protection on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644)
and is represented by Paul J. Battista, Esq., at Genovese Joblove
& Battista, P.A.


AMERICAN MEDICAL: Closes $374 Million Sale of 3-1/4% Senior Notes
-----------------------------------------------------------------
American Medical Systems Holdings, Inc., completed the sale of
$373.75 million aggregate principal amount of its 3-1/4%
Convertible Senior Subordinated Notes due July 2036, including
$48.75 million aggregate principal amount of notes sold pursuant
to the exercise of the underwriters' over-allotment option.

The Company intends to use the net proceeds of the sale to fund a
portion of the merger consideration of the Company's acquisition
of Laserscope and for general working capital purposes.  If the
Laserscope acquisition does not occur, the Company intends to use
the net proceeds from this sale for working capital and general
corporate purposes, including possible acquisitions.

Piper Jaffray & Co. acted as the sole bookrunner for the offering.  
Co-managers were Thomas Weisel Partners LLC and KeyBanc Capital
Markets.

Based in Minnetonka, Minn., American Medical Systems, Holdings,
Inc. (NASDAQ: AMMD) -- http://www.americanmedicalsystems.com/--  
supplies medical devices and procedures to cure erectile
dysfunction, benign prostatic hyperplasia, incontinence,
menorrhagia, prolapse and other pelvic disorders in men and women.
The Company's products were used to provide 170,000 patient cures
in 56 countries during 2005.

                           *     *     *

As reported in the Troubled Company Reporter on June 27, 2006,
Standard & Poor's Ratings Services assigned its 'BB-' corporate
credit rating to American Medical Systems, Inc., the wholly owned
operating subsidiary of American Medical Systems Holdings, Inc.  
The outlook is stable.

At the same time, the rating agency assigned a debt rating of
'BB-' and a recovery rating of '2' to the company's $460 million
senior secured credit facilities, indicating expectations of
substantial recovery (80%-100%) in the event of a payment default,
based on an enterprise valuation.

Standard & Poor's also assigned a 'B' rating to the Company's
$325 million of convertible senior subordinated notes.  Proceeds
from the financings will be used to acquire Laserscope for
$716.5 million.


ASARCO LLC: Asbestos Debtors Want Perrell as Officer & Director
---------------------------------------------------------------
Kevin McCaffrey has resigned as officer and director of Debtors
Lac d'Amiante du Quebec Ltee, Lake Asbestos of Quebec, Ltd., LAQ
Canada, Ltd., CAPCO Pipe Company, Inc., and Cement Asbestos
Products Company.  With Mr. McCaffrey resignation, the five
Asbestos Debtors need a new officer and director.

The Asbestos Debtors seek authority from the U.S. Bankruptcy Court
for the Southern District of Texas in Corpus Christi to enter into
an agreement with William Perrell.

The Agreement provides that:

   (a) Mr. Perrell will serve as the Asbestos Debtors' officer
       and sole director;

   (b) the Asbestos Debtors will engage Mr. Perrell on an
       independent contractor basis;

   (c) it is Mr. Perrell's responsibility to pay any income or
       self-employment taxes; and

   (d) Mr. Perrell is not entitled to any retirement, insurance
       or other benefits from the Asbestos Debtors.

The Asbestos Debtors will pay Mr. Perrell:

   (i) $7,000, immediately after approval of the Agreement;
  (ii) a $4,000 monthly fee; and
(iii) all reasonable travel expenses.

ASARCO LLC guarantees all the payments due to Mr. Perrell if the
Asbestos Debtors default on their payments.

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

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

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


ASARCO LLC: Asks Court to OK Service Pact for Plant Demolition
--------------------------------------------------------------
ASARCO LLC seeks authority from the U.S. Bankruptcy Court for the
Southern District of Texas in Corpus Christi to sign an agreement,
with an entity that submits the best bid, for demolition work to
be performed at a lead smelter plant in East Helena, Montana.

Since 1888, ASARCO LLC has operated the lead smelter plant.  
Before filing for bankruptcy, ASARCO entered into Consent Decrees
with the Environmental Protection Agency and the Montana
Department of Environmental Quality that required it to clean up
the East Helena facility by the end of 2006.

ASARCO has discovered that demolishing the East Helena facility
is easier and more efficient than merely cleaning up the site.  
Thus, pursuant to the Consent Decrees, ASARCO must demolish two
large areas within the smelter complex by year end.

The demolition areas includes:

   * the Drossing Plant,
   * the Bullion Casting,
   * the Speiss Granulation Pit,
   * the MCC building,
   * part of the run-off water containment tank MCC building,
   * the Lab building,
   * the mist precipitation building,
   * the clarifier building,
   * the Acid Tank,
   * the Dust Bin building,
   * the Scrubber Tower,
   * Cottrell, and
   * Baghouse.

Tony M. Davis, Esq., at Baker Botts LLP, in Houston, Texas,
informs the Court that demolition will include activities
necessary to:

   (a) safely demolish all buildings and components within the
       project;

   (b) clean and recycle all recyclable materials;

   (c) properly dispose all non-hazardous and hazardous
       materials; and

   (d) grade and cap all exposed soil areas within the demolition
       areas.

ASARCO lacks the manpower and other resources to do the
demolition itself, and thus needs to hire a demolition
contractor, Mr. Davis says.

ASARCO sent bidding invitations to seven entities.  All seven
entities have conducted pre-bid site inspections.  ASARCO
anticipates that those entities will submit their bids any time
soon.

Mr. Davis notes that the seven Contractors meet the criteria for
being environments contractors, are familiar with EPA and
Occupational Safety & Health Administration requirements, and
have previous experience with ASARCO environmental work.

Once bids are received, ASARCO will consult with the Official
Committee of Unsecured Creditors to select the best bid.

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

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

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


ATLAS PIPELINE: Wachovia Extends Credit Pact Maturity to June 2011
------------------------------------------------------------------
Atlas Pipeline Partners, L.P., entered into an amendment to its
revolving credit and term loan agreement, dated April 14, 2005,
with Wachovia Bank, N.A., and the other lenders in the syndicated
facility.  The facility includes a $225 million five-year
revolving line of credit and a $45 million five-year term loan and
replaced APL's $135 million facility.

The amendment to the agreement:

   * extended the maturity date of the credit facility from
     April 13, 2010 to June 29, 2011;

   * reduced the applicable margin, which is a component of the
     interest rate at which the Partnership's borrowings under the
     credit facility bear interest, by 0.5%;

   * reduced the commitment fee;

   * changed the ratio of senior secured debt to EBITDA that the
     Partnership is required to maintain to 4 and permits an
     automatic increase in the ratio to 4.5 for up to three
     quarters after an acquisition of assets by the Partnership;
     and

   * changed the ratio of funded debt to EBITDA that the
     Partnership is required to maintain to 5.25 and permits an
     automatic increase in the ratio to 5.75 for up to three
     quarters after an acquisition.
    
A full-text copy of the Company's Revolving Credit and Term Loan
Agreement dated April 14, 2005 is available for free at:

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

Headquartered in Moon Township, Pennsylvania, Atlas Pipeline
Partners, L.P. (NYSE:APL) -- http://www.atlaspipelinepartners.com/
-- is active in the transmission, gathering and processing
segments of the midstream natural gas industry.  In the Mid-
Continent region of Oklahoma, Arkansas, northern Texas and the
Texas panhandle, the Partnership owns and operates approximately
2,565 miles of intrastate gas gathering pipeline and a 565-mile
interstate natural gas pipeline.  The Partnership also operates
two gas processing plants and a treating facility in Velma, Elk
City and Prentiss, Oklahoma where natural gas liquids and
impurities are removed.  In Appalachia, it owns and operates
approximately 1,500 miles of natural gas gathering pipelines in
western Pennsylvania, western New York and eastern Ohio.

Atlas America, Inc. (NASDAQ:ATLS) -- http://www.atlasamerica.com/
-- the parent company of Atlas Pipeline Partners, L.P.'s general
partner and owner of 1,641,026 units of limited partner interest
of APL, is an energy company engaged primarily in the development
and production of natural gas in the Appalachian Basin for its own
account and for its investors through the offering of tax
advantaged investment programs.

                           *     *     *

Atlas Pipeline Partners L.P.'s 8-1/8% Senior Unsecured Notes due
2015 carry Moody's Investors Service's and Standard & Poor's
single-B rating.


BALLY TOTAL: March 31 Balance Sheet Upside-Down by $1.43 Billion
----------------------------------------------------------------
Bally Total Fitness Holding Corporation filed its financial
results for the first quarter ended March 31, 2006, and for the
fiscal year ended Dec. 31, 2005, with Securities and Exchange
Commission on June 27, 2006.

For the three months ended March 31, 2006, the Company earned
$32,670,000 of net income on $255,166,000 of revenues.

At March 31, 2006, the Company's balance sheet showed $452,102,000
in total assets and $977,898,000 in total liabilities, resulting
in a $1.43 billion stockholders' deficit.

For the fiscal year ended Dec. 31, 2005, the Company incurred a
$9,614,000 net loss on $1 billion of revenues.

At Dec. 31, 2005, the Company's balance sheet showed $480,094,000
in total assets and $1.9 billion in total liabilities, resulting
in a $1.46 billion stockholders' deficit.

Full-text copies of the Company's Quarterly Report and 2005 Annual
Report is available for free at:

    Quarterly Report: http://researcharchives.com/t/s?cee

                            -- and --

    2005 Annual Report: http://researcharchives.com/t/s?ced

Bally Total Fitness Holding Corporation --
http://www.Ballyfitness.com/-- is the largest and only nationwide  
commercial operator of fitness centers, with over 400 facilities
located in 29 states, Mexico, Canada, Korea, China and the
Caribbean under the Bally Total Fitness, Bally Sports Clubs and
Sports Clubs of Canada brands.  Bally offers a unique platform for
distribution of a wide range of products and services targeted to
active, fitness-conscious adult consumers.

                         *     *     *    

As reported in the Troubled Company Reporter on March 17, 2006,
Standard & Poor's Ratings Services held its ratings on Bally Total
Fitness Holding Corp., including the 'CCC' corporate credit
rating, on CreditWatch with developing implications, where they
were placed on Dec. 2, 2005.  The CreditWatch update followed
Bally's announcement that it will not meet the March 16, 2006,
deadline for filing its annual report on SEC Form 10-K for the
year ending Dec. 31, 2005.

As reported in the Troubled Company Reporter on Aug 11, 2005,
Moody's Investors Service affirmed the Caa1 corporate family
rating and debt ratings of Bally Total Fitness Holding
Corporation.  The affirmation reflected continued high risk of
default and Moody's estimate of recovery values of the various
classes of debt in a default scenario.  


BAYOU GROUP: U.S. Trustee Appoints Five-Member Creditors Panel
--------------------------------------------------------------
The U.S. Trustee for Region 2 appointed five creditors to serve on
an Official Committee of Unsecured Creditors in Bayou Group, LLC
and its debtor-affiliates' chapter 11 cases:

    1. Silver Creek Capital Management
       Attention: Jonathan Fisher, Esq.
       1301 5th Avenue, Suite 4000
       Seattle, Washington 98101-2663
       Tel: (206) 774-6000
       Fax: (206) 774-6010

    2. Bermuda FUnd, LLC
       Attention: Robert T. Keck, President and CEO
       6800 Capital LLC, General PArtner of Bermuda Fund, LLC
       One Palmer Square, Suite 530
       Princeton, New Jersey 08542
       Tel: (609) 921-6595
       Fax: (609) 921-0801

    3. Regent University
       Attention: Louis A. Isakoff
       Vice President and General Counsel
       977 Centerville Turnpike, SHB 302
       Virginia Beach, Virginia 23463
       Tel: (757) 226-2794
       Fax: (757) 226-2793

    4. Woodland Partners, LP
       Attention: Todd Berstein, Secretary and Authorized Officer
       Woodland Management, Inc., General Partner
       201 South Highland Avenue, Suite 204
       Pittsburgh, Pennsylvania 15206
       Tel: (412) 362-0309
       Fax: (412) 362-0319

    5. John Williams
       804 Highwoods Drive
       Franklin Lakes, New JErsey
       Tel: (201) 848-0053
       Fax: (201) 848-0477

Official creditors' committees have the right to employ legal and
accounting professionals and financial advisors, at the Debtors'
expense.  They may investigate the Debtors' business and financial
affairs.  Importantly, official committees serve as fiduciaries to
the general population of creditors they represent.  Those
committees will also attempt to negotiate the terms of a
consensual chapter 11 plan -- almost always subject to the terms
of strict confidentiality agreements with the Debtors and other
core parties-in-interest.  If negotiations break down, the
Committee may ask the Bankruptcy Court to replace management with
an independent trustee.  If the Committee concludes reorganization
of the Debtors is impossible, the Committee will urge the
Bankruptcy Court to convert the chapter 11 cases to a liquidation
proceeding.

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


BAYOU GROUP: Committee Taps Kasowitz Benson as Bankruptcy Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors of Bayou Group, LLC,
and its debtor-affiliates asks the U.S. Bankruptcy Court for the
Southern District of New York for permission to employ Kasowitz,
Benson, Torres & Friedman LLP as its bankruptcy counsel, nunc pro
tunc to June 9, 2006.

Kasowitz Benson will:

    a. assist, advise and represent the Committee with respect to
       the administration of the Debtors' chapter 11 cases and
       the exercise of oversight with respect to the Debtors'
       affairs including all issues arising from or impacting the
       Debtors, the Committee or the Debtors' chapter 11 cases;

    b. provide all necessary legal advice with respect to the
       Committee's powers and duties;

    c. assist the Committee in maximizing the value of the
       Debtors' assets for the benefit of all creditors and other
       parties-in-interest;

    d. pursue confirmation of a plan of reorganization and
       approval of an associated disclosure statement or
       conversion to chapter 7 or the appointment of a chapter 11
       trustee;

    e. conduct investigations, as the Committee desires,
       concerning, among other things, the assets, liabilities,
       financial condition, claims and operations of the Debtors;

    f. if the Committee directs it to do so, commence and
       prosecute any and all necessary and appropriate actions or
       proceedings on behalf of the Committee that may be
       relevant to the Debtors' chapter 11 cases;

    g. prepare on behalf of the Committee necessary applications,
       motions, answers, orders, reports, and other legal papers;

    h. communicate with the Committee's constituents and others
       as the Committee may consider desirable in furtherance of
       its responsibilities;

    i. assist the Committee in requesting the appointment of a
       trustee or examine, should an action be necessary;

    j. appear in Court and represent the interests of the
       Committee; and

    k. provide any other legal services to the Committee that are
       appropriate, necessary and proper in the Debtors' chapter
       11 cases.

Joseph A. Gersham, Esq., a partner at Kasowitz Benson, tells the
Court that he will bill $550 per hour for this engagement.  Mr.
Gersham discloses that the other professionals who will render
services bill:

       Professional                      Hourly Rate
       ------------                      -----------
       Robert M. Novick, Esq.               $670
       Scott H. Bernstein, Esq.             $380

       Partners                          $475 - $845
       Associates                        $225 - $550
       Paraprofessionals                 $130 - $195

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

Mr. Gersham can be reached at:

         Joseph A. Gersham, Esq.
         Kasowitz, Benson, Torres & Friedman LLP
         1633 Broadway
         New York, New York 10019
         Tel: (212) 506-1700
         Fax: (212) 506-1800
         http://www.kasowitz.com/

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


BROOKLYN HOSPITAL: Wants Until Nov. 27 to File Chapter 11 Plan
--------------------------------------------------------------
The Brooklyn Hospital Center and its debtor-affiliate, Caledonian
Health Center, Inc., ask the U.S. Bankruptcy Court for the Eastern
District of New York, to further extend until Nov. 27, 2006, the
period within which they have the exclusive right to file a
chapter 11 plan.  The Debtors also want their time to solicit
acceptances of a plan extended until Jan. 23, 2007.

The Debtors believe that the additional time will enable them to
stabilize their operations, negotiate a reorganization plan with
their creditors, and ultimately achieve a result that maximizes
the value of the estate.

Lawrence M. Handelsman, Esq., at Stroock & Stroock & Lavan LLP,
relates that the Debtors are facing a wide array of lawsuits
stemming from alleged medical malpractice and are in the process
of developing a compulsory mediation program to address these
claims.

Mr. Handelsman adds that the Debtors have developed a
comprehensive master plan and five-year business plan, each of
which is a key element to formulating and negotiating a
reorganization plan.  

The master plan will identify the core assets necessary for the
Debtors' reorganization and the non-core assets that can be
liquidated in order to make distributions to creditors.  The
business plan will provide, among other things, five-year
projections of the operations of the reconfigured and reorganized
Debtors.

Headquartered in Brooklyn, New York, The Brooklyn Hospital Center
-- http://www.tbh.org/-- provides a variety of inpatient and   
outpatient services and education programs to improve the well
being of its community.  The Debtor, together with Caledonian
Health Center, Inc., filed for chapter 11 protection on Sept. 30,
2005 (Bankr. E.D.N.Y. Case No. 05-26990).  Lawrence M. Handelsman,
Esq., and Eric M. Kay, Esq., at Stroock & Stroock & Lavan LLP
represent the Debtors in their restructuring efforts.  Glenn B.
Rice, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  Mark
Dominick Alvarez at Alvarez & Marsal, LLC, serves as the
Committee's financial advisor.  When the Debtors filed for
protection from their creditors, they listed $233,000,000 in
assets and $337,000,000 in debts.


BUCKEYE TECHNOLOGIES: CEO to Get $274,000 Cash Bonus on Retirement
------------------------------------------------------------------
Buckeye Technologies Inc. disclosed that David B. Ferraro, the
Company's Chairman and Chief Executive Officer who is set to
retire in September 2006, will receive a $274,000 cash bonus in
recognition of his past contributions and service to the company.

As reported in the Troubled Company Reporter on June 14, 2006, the
Company's Board of Directors elected John B. Crowe, currently
Buckeye President and Chief Operating Officer, to the office of
Chairman and Chief Executive Officer, succeeding Mr. Ferraro.  

Other key management changes being made in accordance with the
Company's succession plan include:

   -- Kristopher J. Matula, currently Executive Vice President
      and Chief Financial Officer, will succeed Mr. Crowe as
      President and Chief Operating Officer.

   -- Steven G. Dean, currently Vice President and Controller,
      will succeed Mr. Matula as Chief Financial Officer.

On June 23, 2006, the Board's Compensation Committee made these
compensation decisions:

     1) In connection with his promotion from President and Chief
        Operating Officer to Chairman and Chief Executive Officer,
        Mr. Crowe will receive an increase in his base salary from
        $475,000 per year to $575,000 per year.  The increased
        base salary will go into effect July 1, 2006, the
        effective date of Mr. Crowe's promotion.

     2) In connection with his promotion from Executive Vice
        President and Chief Financial Officer, to President and
        Chief Operating Officer, Mr. Matula will receive an
        increase in his base salary from $365,000 per year to
        $425,000 per year.  The increased base salary will go into
        effect July 1, 2006, the effective date of Mr. Matula's
        promotion.

Headquartered in Memphis, Tennessee, Buckeye Technologies, Inc.
(NYSE:BKI) -- http://www.bkitech.com/-- is a leading manufacturer   
and marketer of specialty fibers and nonwoven materials.  The
Company currently operates facilities in the United States,
Germany, Canada, and Brazil.  Its products are sold worldwide to
makers of consumer and industrial goods.

                           *     *     *

As reported in the Troubled Company Reporter on March 9, 2006,
Standard & Poor's Ratings Services revised its outlook on Buckeye
Technologies Inc. to negative from stable.  At the same time,
Standard & Poor's affirmed its ratings, including the 'BB-'
corporate credit rating, on the Memphis, Tennessee-based specialty
pulp producer.


CG MULTIFAMILY: Hires Stone Pigman as Bankruptcy Counsel
--------------------------------------------------------
CG Multifamily-New Orleans, L.P., obtained permission from the
U.S. Bankruptcy Court of Eastern District of Louisiana to employ
Stone Pigman Walter Whittman, L.L.C., as its bankruptcy counsel,
nunc pro tunc to June 12, 2006.

Stone Pigman will:

    (a) examine the claims of creditors in order to determine
        their validity;

    (b) give advice and counsel to the Debtor in connection with
        legal issues, including the use of cash collateral, sale
        or lease of property of the estate, obtaining credit,
        assumption and rejection of unexpired leases and
        executory contracts, requests for security interests,
        relief from the automatic stay, special treatment, and
        payment of pre-petition obligations;

    (c) negotiate with creditors holding secured and unsecured
        claims for a plan of reorganization;

    (d) draft a plan of reorganization and disclosure statement;

    (e) object to claims as may be appropriate; and,

    (f) act on behalf of the Debtor in any and all bankruptcy law
        matters that may arise in the course of the Debtor's
        bankruptcy proceedings.

John M. Landis, Esq., a member at Stone Pigman, tells the Court
that, the hourly rate for attorneys at his firm range between $190
to $500 per hour while paralegals bill at $110 per hour.  Mr.
Landis discloses that he will bill $350 per hour for this
engagement and says that other attorneys of the firm expected to
provide their services bill:

        Professionals                  Hourly Rate
        -------------------            -----------
        Michael Q. Walshe, Jr. Esq.       $275
        Andrew D. Mendez, Esq.            $250
        James E. A. Slaton, Esq.          $210
        Nicholas J. Wehlen, Esq.          $195

Mr. Landis assures the Court that his firm does not represent any
interest adverse to the Debtor or its estate and is a
"disinterested person" as that term defined in Section 101(14) of
the Bankruptcy Code.

Mr. Landis can be reached at:

       John M. Landis, Esq.
       Stone Pigman Walther Wittmann, L.L.C.
       546 Carondelet Street
       New Orleans, Louisiana 70130
       Tel: (504) 581-3200
       Fax: (504) 581-3361
       http://www.stonepigman.com/

Headquartered in Charleston, South Carolina, CG Multifamily-New
Orleans, L.P. owns the Saulet Apartments in New Orleans,
Louisiana.  The company filed for chapter 11 protection on
June 12, 2006 (Bankr. E.D. La. Case No. 06-10533).  John M.
Landis, Esq. and Michael Q. Walshe, Jr., Esq., at Stone Pigman
Walther Wittman, LLC, represents the Debtors in its restructuring
efforts.  No Official Committee of Unsecured Creditors has been
appointed in the Debtor's bankruptcy proceedings.  When the Debtor
filed for protection from its creditors, it estimated assets and
debts between $50 million and $100 million.


COMMSCOPE INC: Gets $30.3 Mil. Loan Payment from OFS BrightWave
---------------------------------------------------------------
CommScope, Inc., received payment of $29.8 million plus accrued
interest of $500,000 from OFS BrightWave, LLC.  This payment
satisfies and cancels the $30 million outstanding note issued
under a revolving credit facility between CommScope and OFS
BrightWave, a venture formed in 2001 by CommScope and The Furukawa
Electric Co., Ltd.  The companies also agreed to terminate the
revolving credit facility, which was created in 2001 and was
scheduled to mature in November 2006.

The $30 million long-term investment had been considered fully
impaired by CommScope at the time the Company exited the venture
in June 2004.

"We are pleased to receive this payment and look forward to
continuing our long-term relationship with OFS and Furukawa," said
CommScope Chairman and CEO Frank M. Drendel.

CommScope expects to record the gain on the payment from OFS
during the second quarter of 2006.

                         About CommScope

Headquartered in Hickory, North Carolina, CommScope, Inc. (NYSE:
CTV) -- http://www.commscope.com/-- designs and manufactures  
"last mile" cable and connectivity solutions for communication
networks.  Through its SYSTIMAX(R) Solutions(TM) and Uniprise(R)
Solutions brands CommScope is the global leader in structured
cabling systems for business enterprise applications.  It also
manufactures coaxial cable for the Hybrid Fiber Coaxial
applications.

                         *     *     *

CommScope, Inc.'s 1% Convertible Senior Subordinated Debentures
due 2024 carry Moody's Investors Service's B1 rating and Standard
& Poor's B+ rating.


COMMUNICATIONS CORP: Section 341(a) Meeting Rescheduled to Aug. 8
-----------------------------------------------------------------
The U.S. Trustee for Region 5 rescheduled the meeting of
Communications Corporation of America and its debtor-affiliates'
creditors to 11:00 a.m., on Aug. 8, 2006, at 214 Jefferson Street,
Suite 341, Third Floor, in Lafayette, Louisiana.  

The meeting was originally scheduled on July 18, 2006.

This is the first meeting of creditors after the Debtors' chapter
11 case was converted to a chapter 7 proceeding.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer 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 Lafayette, Louisiana, Communications Corporation
of America, is a media and broadcasting company.  Along with media
company White Knight Holdings, Inc., it owns and operates around
23 TV stations in Indiana, Texas and Louisiana.  Communications
Corporation and 10 of its affiliates filed for bankruptcy
protection on June 7, 2006 (Bankr. W.D. La. Case Nos. 06-50410
through 06-50421).  Douglas S. Draper, Esq., William H. Patrick
III, Esq., and Tristan Manthey, Esq., at Heller, Draper, Hayden,
Patrick & Horn, LLC, represents Communications Corporation and its
debtor-affiliates.  When Communications Corporation and its
debtor-affiliates filed for protection from their creditors, they
estimated assets and debts of more than $100 million.

White Knight Holdings, Inc., and five of its affiliates filed for
chapter 11 protection on June 7, 2006 (Bankr. W.D. La. Case Nos.
06-50422 through 06-50427) and their chapter 11 cases are jointly
administered under Communication Corp.'s proceedings.  R. Patrick
Vance, Esq., and Matthew T. Brown, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, LLP, represents White
Knight and its debtor-affiliates in their restructuring efforts.


CONJUCHEM BIO: April 30 Balance Sheet Upside-Down by $38 Million
----------------------------------------------------------------
ConjuChem Biotechnologies Inc. reported the financial results of
ConjuChem Inc. for the second quarter of fiscal 2006, ended April
30, 2006.

Net loss for the quarter amounted to $8.3 million compared to $8.6
million for the quarter ended April 30, 2005.  The Company's net
loss for the six-month period ending April 30, 2006, amounted to
$18 million compared to $19.9 million for the same period a year
ago.

"Our strengthened financial position as a result of two separate
ransactions that raised a total of $22.15 million subsequent to
quarter's end, means ConjuChem Biotechnologies Inc. is now well
positioned to continue to further advance this clinical program
and other compounds in our product pipeline."

As a result of the reorganization completed on May 23, 2006, the
common shares of ConjuChem Inc. ceased to trade and were replaced
with the common shares of ConjuChem Biotechnologies Inc., which
now trade on the Toronto Stock Exchange under the symbol CJB.

                        About ConjuChem

ConjuChem Biotechnologies Inc., which continues the business of
ConjuChem Inc. -- http://www.conjuchem.com/-- is a biotechnology  
company, developing drugs to improve the treatment of human
diseases.  At the core of ConjuChem is a powerful, proprietary
technology, which it is leveraging to create an attractive
portfolio of commercial drugs.  The Company's primary focus is the
further development of a drug for Type 2 diabetes, which is
currently in Phase II testing.

At April 30, 2006, the Company's balance sheet showed $9,713,685
in total assets and $48,562,169 in total liabilities, resulting in
a $38,848,484 stockholders' deficit.


CONSTELLATION BRANDS: Generates $1.2 Bil. of Sales in First Qtr.
----------------------------------------------------------------
Constellation Brands, Inc., reported first quarter net sales of
$1.2 billion for the quarter ended May 31, 2006, up five percent
over prior year, or seven percent on a constant currency basis.
Branded business net sales grew eight percent, or nine percent on
a constant currency basis, driven by imported beers and branded
wine in North America.

"We sprinted out of the starting gate this year with solid
performance in our branded businesses," said Richard Sands,
Constellation Brands chairman and chief executive officer.  "These
results demonstrate the strength of our unsurpassed portfolio
breadth, geographic diversity, distribution scale and innovation,"
continued Mr. Sands.  "With Vincor joining the Constellation
family, Canada becomes our fifth core market and one which
complements our existing geographic diversity while providing
additional growth potential from a very stable and profitable
market."

                      Net Sales Commentary

Double-digit net sales growth of branded wine for North America,
primarily in the U.S., drove an overall six percent increase in
branded wine net sales on a constant currency basis.

"We're meeting consumer wine expectations around the world through
a combination of new product introductions, innovations in wine
and packaging and line and varietal extensions resulting from our
extensive base of consumer, distributor and retailer insights,"
stated Mr. Sands.  "Recently introduced wines including Twin Fin,
Monkey Bay, Four Emus and 3 blind moose, have captured the
imagination and sense of adventure within consumers and illustrate
a desire on their part to try new and different wines with brand
appeal, while varietal extensions such as Woodbridge Pinot Noir
allow us to build on the momentum and strength of established
brands to satisfy consumer demand for a greater variety of wines
from around the world."

Net sales of branded wine for Europe and for Australia/New Zealand
declined in the first quarter.  Constellation is leveraging its
strong leadership position in these markets to grow market share
over the long-term and is focusing on opportunities to maximize
profitability.

Net sales of the company's wholesale and other business increased
slightly on a constant currency basis, including a slight increase
in U.K. wholesale net sales.

The double-digit increase in imported beers net sales is primarily
due to volume growth across Constellation's Mexican beer
portfolio, reflecting continued robust consumer demand and strong
shipments in advance of the key summer selling season.  "The
import and craft beer businesses continue to be industry growth
drivers in the U.S.," stated Mr. Sands.  "We have the right
brands, in the right market, at the right time to maximize future
growth potential."

Total spirits net sales decreased three percent for the first
quarter.  Investments behind the company's premium spirits brands,
including Meukow Cognac, Effen Vodka, Cocktails by Jenn, Ridgemont
Reserve 1792 Bourbon, the 99 cordials line and Black Velvet
Canadian Whisky, contributed to a three percent increase in
branded spirits, which was more than offset by a 23 percent
decrease in contract production services.

"We are engaged in a long-term premium spirits portfolio brand-
building effort illustrated by the addition of six new brands in
the past 18 months, and the current rollout of the black cherry
flavor 99 schnapps," explained Mr. Sands.  "We will continue to
look for additional opportunities to expand our premium spirits
business while maintaining our leadership role in value spirits."

                   Operating Income & Net Income

The company incurred $3.6 million of stock-based compensation
expense related to the company's March 1, 2006 adoption of
Statement of Financial Accounting Standards No. 123(R),
"Share-Based Payment".

Wines segment operating margin declined 20 basis points due to the
stock compensation expense and an increase in duty costs in the
U.K. at the end of March.

Beers and Spirits segment operating margin declined 80 basis
points for the quarter due primarily to higher transportation
costs for the company's imported beers, overall product mix within
the segment, and the stock compensation expense.

Constellation has entered into a foreign currency forward contract
in connection with the acquisition of Vincor to fix the U.S.
dollar cost of the acquisition and payment of certain outstanding
indebtedness.  The May 31, 2006, mark-to-market adjustment of the
forward contract resulted in a first quarter pre-tax gain of $52.5
million.  The company also recorded a pre-tax loss of $14.1
million on the previously announced divestiture of its Strathmore
water business.  

The reported effective tax rate for first quarter 2007 was
41.8 percent compared with 17.7 percent for first quarter 2006.
The comparable basis effective tax rate was 36.0 percent for first
quarter 2007 versus 35.6 percent for the prior year period.

                        Vincor Acquisition

As reported in the Troubled Company Reporter on June 19, 2006,
Constellation completed the acquisition of all of the issued and
outstanding common shares of Vincor International Inc. for C$1.227
billion.  The total transaction value was C$1.58 billion
(USD$1.44 billion), which included Vincor's net debt of C$344
million and Constellation's estimated transaction fees of
approximately C$13 million.

"We're confident in our ability to deliver solid EPS growth for
the year on a comparable basis, despite comparison challenges for
stock compensation expense, increased U.K. duty, interest and
taxes that we planned at the outset of the year," said Mr. Sands.
"We are going to continue to build upon our leadership position in
beverage alcohol and complement our organic growth with strategic
acquisitions, improve our return on invested capital and create
value."

Constellation Brands, Inc. (NYSE:STZ, ASX:CBR), --
http://www.cbrands.com/-- is an international producer and  
marketer of beverage alcohol brands with a broad portfolio across
the wine, spirits and imported beer categories.  Well-known brands
in Constellation's portfolio include: Almaden, Arbor Mist,
Vendange, Woodbridge by Robert Mondavi, Hardys, Goundrey, Nobilo,
Kim Crawford, Alice White, Ruffino, Kumala, Robert Mondavi Private
Selection, Rex Goliath, Toasted Head, Blackstone, Ravenswood,
Estancia, Franciscan Oakville Estate, Inniskillin, Jackson-Triggs,
Simi, Robert Mondavi Winery, Stowells, Blackthorn, Black Velvet,
Mr. Boston, Fleischmann's, Paul Masson Grande Amber Brandy, Chi-
Chi's, 99 Schnapps, Ridgemont Reserve 1792, Effen Vodka, Corona
Extra, Corona Light, Pacifico, Modelo Especial, Negra Modelo, St.
Pauli Girl, Tsingtao.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Moody's Investors Service assigned a Ba2 rating to Constellation
Brands, Inc.'s new $3.5 billion secured credit facility, which
replaced its $2.9 billion secured credit facility.  The $1.3
billion incremental add-on facility, which was proposed at the
time of the Vincor International Inc. acquisition announcement,
was never executed and the rating has been withdrawn.
Constellation's existing ratings are not affected by these
actions, and have been affirmed.  The ratings outlook remains
negative. Ratings affirmed:

   * $200 million 8.625% senior unsecured notes, due 2006, Ba2
   * $200 million 8% senior unsecured notes, due 2008, Ba2
   * GBP 80 million 8.5% senior unsecured notes, due 2009, Ba2
   * GBP 75 million 8.5% senior unsecured notes, due 2009, Ba2
   * $250 million 8.125% senior subordinated notes, due 2012, Ba3
   * Ba2 Corporate Family Rating
   * The SGL-2 Speculative Grade Liquidity rating


CREDIT SUISSE: Fitch Rates $5 Mil. Class B-2 Certificates at BB+
----------------------------------------------------------------
Credit Suisse First Boston Mortgage Securities Corp. Home Equity
Mortgage Trust 2006-3 is rated by Fitch:

   -- $291,000,000 class A-1, A-2, and A-3 certificates (senior
      certificates) 'AAA'

   -- $30,800,000 class M-1 and M-2 'AA+'

   -- $22,400,000 class M-3 and M-4 'AA-'

   -- $7,600,000 class M-5 'A+'

   -- $7,800,000 class M-6 'A'

   -- $7,000,000 class M-7 'A-'

   -- $7,000,000 class M-8 'BBB+'

   -- $12,000,000 class M-9 and M-10 'BBB'

   -- $6,000,000 class B-1 'BBB-'

   -- $5,000,000 class B-2 'BB+'

The 'AAA' rating on the senior certificates reflects the total
credit enhancement 31.81% provided by the:

   * 4.24% class M-1 certificate;
   * 3.44% class M-2;
   * 3.44% class M-3;
   * 2.15% class M-4;
   * 1.90% class M-5;
   * 1.95% class M-6;
   * 1.75% class M-7;
   * 1.75% class M-8;
   * 1.65% class M-9;
   * 1.35% M-10;
   * 1.5% B-1;
   * 1.25% B-2;
   * 1.00% initial over-collateralization; and
   * 5.45% target OC.

Subordination provided by the mezzanine and subordinate
certificates to the senior certificates.  Subordination provided
to the mezzanine certificates by the mezzanine certificates lower
in priority and subordinate certificates and subordination
provided to the subordinate certificates by the subordinate
certificates lower in priority.  Excess interest used to create
and maintain over-collateralization.  Initial OC is set at
$4,000,200.

All certificates have the benefit of monthly excess cash flow to
absorb losses.  In addition, the ratings reflect the quality of
the loans and the integrity of the transaction's legal structure,
as well as the primary servicing capabilities of:

   * Wilshire Credit Corporation (53.75%);
   * Ocwen Loan Servicing, LLC (33.70%); and
   * SPS (Special Servicer)(12.54%).

The mortgage pool consists of second lien, fixed-rate, sub-prime
mortgage loans with a cut-off date aggregate principal outstanding
balance of $304,383,307.  As of the cut-off date (June 30, 2006),
the weighted average loan rate is approximately 10.786%, and the
weighted average original term to maturity is 202 months.

The average cut-off date principal balance of the mortgage loans
is approximately $57,065.  The weighted average combined original
loan-to-value ratio is 96.89%, and the weighted average Fair,
Isaac & Co. score is 687.  The properties are located in:

   * California (26.54%);
   * Florida (8.65%);
   * New York(8.17%);
   * Nevada (7.83%);
   * New Jersey (7.19%); and
   * otherwise distributed over many other states.

On the closing date, the depositor will deposit approximately
$96,216,893 into a pre-funding account(24.02%).  The amount in
this account will be used to purchase subsequent mortgage loans
after the closing date and on or prior to September 22, 2006.

All of the mortgage loans were purchased by an affiliate of the
depositor from various sellers in secondary market transactions.
For federal income tax purposes, an election will be made to treat
the trust as multiple real estate mortgage investment conduits.


CYOP SYSTEMS: March 31 Stockholders' Deficit Tops $1 Million
------------------------------------------------------------
CYOP Systems International Incorporated filed its financial
results for the first quarter ended March 31, 2006, with the
Securities and Exchange Commission on June 28, 2006.

For the three months ended March 31, 2006, the Company reported a
$413,786 net loss on zero revenue.

As of March 31, 2006, the Company's balance sheet showed
$2,281,193 in total assets and $3,326,932 in total liabilities,
resulting in a $1,045,739 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $548,775 in total current assets available to pay
$3,326,932 in total current liabilities coming due within the next
12 months.  The $2,778,157 working capital deficiency arises
primarily from $1,220,171 in loans from directors and a $1,319,051
convertible debenture with Cornell Capital Partners LP.  The
Company had cash and cash equivalents of $2,717 at March 31, 2006,

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?ce5

                        Going Concern Doubt

De Leon & Company, P.A., in Pembroke Pines, Florida, raised
substantial doubt about CYOP Systems International Incorporated's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the years ended
Dec. 31, 2005, and 2004.  The auditor pointed to the Company's
recurring losses from operations and capital deficiency.

Headquartered in Beverly Hills, California, CYOP Systems
International Incorporated and its subsidiaries provide multimedia
transactional technology solutions and services for the
entertainment industry.  The Company's range of products and
services include financial transaction platforms for on-line video
games, licensed online gaming software and integrated
e-commerce transaction technology for on-line merchants.


DANA CORP: Exclusive Plan Filing Period Extended Until Jan. 3
-------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Dana Corporation and its debtor-affiliates until January 3,
2007, to file a plan and until March 5, 2007, to solicit
acceptances of that Plan.

As reported in the Troubled Company Reporter on June 27, 2006, the
Debtors told the Court that a majority of their time and efforts
have been devoted to stabilizing their business operations and
completing the transition to operations in chapter 11, as well as
preparing for the next phase in which the Debtors will complete a
comprehensive review of their operations and develop their
business plan, which, in turn, will serve as the basis of their
reorganization plan.

The Debtors said they needed more time to complete their
postpetition strategic business plan.  They added that the
extension will also give key constituencies in their bankruptcy
cases an opportunity to evaluate that plan.

In connection with the completion and implementation of the
Strategic Plan, the Debtors will carry out several tasks
including:

   (a) completing the review of legacy obligations,
   (b) establishing a claims bar date, and
   (c) concluding various asset sales.

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. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DANA CORP: Can Decide on Unexpired Leases Until October 3
---------------------------------------------------------
Dana Corporation and its debtor-affiliates obtained permission
from the U.S. Bankruptcy Court for the Southern District of New
York to assume, assume and assign or reject unexpired leases until
October 3, 2006, without prejudice to their right to seek further
extensions upon the consent of the affected lessors.

As reported in the Troubled Company Reporter on June 27, 2006, the
Debtors are lessees or sublessees under approximately 65 unexpired
non-residential real property leases and subleases.  The Unexpired
Leases primarily relate to the Debtors' manufacturing,
distribution and warehousing facilities and the Debtors'
administrative and sales offices.

As of June 14, 2006, the Unexpired Leases remain in effect and
have not expired or terminated according to their terms.

The Debtors have not yet finished evaluating their Unexpired
Leases.  The Debtors have devoted the majority of their efforts
to:

   (a) completing the transition to operations in Chapter 11 and
       resolving other pressing matters incident to the
       commencement of their cases; and

   (b) preparing for the next phase of their cases in which they
       will complete a comprehensive review of their operations
       and develop their business plan, which, in turn, will
       serve as the basis of their reorganization plan.

The Debtors needed more time to make an adequately informed and
intelligent appraisal of all of their Unexpired Leases.  They
assured the Court that they will continue to perform all of their
obligations arising under the Unexpired Leases as of their
bankruptcy filing in a timely fashion, including paying all
postpetition rent due, as required by Section 365(d)(3).

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. 13;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


DELPHI CORP: Can Proceed with Brunswick Plant Transfer
------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approves the Transfer Agreement pursuant to which Delphi
Corporation and its debtor-affiliates will transfer their battery
facility in New Brunswick to Johnson Controls Inc.

The Court clarifies that approval of the Transfer Agreement is
without prejudice to Wilmington Trust Company's right to assert
claims against Delphi Automotive Systems LLC arising from Delphi
Corp.'s payment of obligations related to the IUE-CWA New
Brunswick Attrition Plan.

Judge Drain further clarifies that nothing in the order approving
the Transfer Agreement:

  (a) releases or nullifies any liability to a government entity
      under environmental statutes or regulations that any entity
      would be subject to as owner or operator of that property;
      and

  (b) precludes or prevents a governmental entity from exercising
      any powers under police and regulatory statutes, or
      regulations that would be applicable to any entity as an
      owner or operator of property.

As reported in the Troubled Company Reporter on June 15, 2006, the
Debtors sold their lead acid battery business to Johnson Controls,
$202,500,000, with post-closing adjustments of at least
$12,500,000, as part of its efforts to dispose of non-core assets.

Delphi was not able to transfer a battery manufacturing facility
in New Brunswick, New Jersey, because of certain provisions in
their agreements with the International Union, IUE-CWA and IUE-CWA
Local 416.

To achieve a consensual transfer of the New Brunswick Facility to
Johnson Controls, the Debtors and Johnson Control entered into the
Transfer Agreement to effectuate the sale of the New Brunswick
Facility in exchange for Johnson Control's payment of $1 plus the
value of certain inventory estimated at $1,700,000.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 30; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DELPHI CORP: Court Approves Indianapolis Lease Rejection
--------------------------------------------------------
The Honorable Robert D. Drain of the U.S. Bankruptcy Court for the
Southern District of New York authorized Delphi Corporation and
its Debtor affiliates to reject their lease at 7601 East 88th
Place, in Indianapolis, Indiana, as of April 30, 2006.

Affected parties have until July 31, 2006, to file a proof of
claim for damages arising from the lease rejection.  Any claim not
timely filed will be forever barred.

Universal Tool & Engineering Co., Inc., had expressed concerns
regarding possible unremediated environmental issues at the lease
site and the abandonment of hazardous or burdensome property at
the Lease premises.

Judge Drain clarifies that the lease rejection will not alter
Universal Tool & Engineering Co., Inc.'s rights to file pleadings
and proofs of claim.

Based in Troy, Mich., Delphi Corporation -- http://www.delphi.com/
-- is the single largest global supplier of vehicle electronics,
transportation components, integrated systems and modules, and
other electronic technology.  The Company's technology and
products are present in more than 75 million vehicles on the road
worldwide.  The Company filed for chapter 11 protection on Oct. 8,
2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481).  John Wm. Butler
Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at
Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in
their restructuring efforts.  Robert J. Rosenberg, Esq., Mitchell
A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins
LLP, represents the Official Committee of Unsecured Creditors.
As of Aug. 31, 2005, the Debtors' balance sheet showed
$17,098,734,530 in total assets and $22,166,280,476 in total
debts.  (Delphi Bankruptcy News, Issue No. 29; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


DENTICARE INC: A.M. Best Says Financial Strength is Marginal
------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


DURA AUTOMOTIVE: Plans to Shut Down Llaneli Facility
----------------------------------------------------
Dura Automotive Systems Inc. intends to cut 270 jobs as it seeks
to shutdown its Llanelli plant in the United Kingdom by year-end
to improve overall capacity utilization, according to published
reports.

Dura's UK facility is the second plant to shutdown following the
Ontario, Canadia plant closure announced by the company in May.
The company blames competition in the motor industry for the
plant closures.

"We operate in a very competitive automotive environment and are
closely examining all of our facilities to ensure we meet our
50-cubed goals," Dura's Chairman and Chief Executive Larry
Denton disclosed in a statement.

The Associated Press said the company devised a 50-cubed
efficiency strategy in February to improve performance goals in
quality, worldwide efficiency and profitability.  This included
a restructuring plan that was directed in closing about five to
10 manufacturing facilities worldwide by the end of next year.

Headquarted in Rochester Hills, Michigan, DURA Automotive
Systems, Inc. -- http://www.duraauto.com/-- is an independent  
designer and manufacturer of driver control systems, seating
control systems, glass systems, engineered assemblies, structural
door modules and exterior trim systems for the global automotive
and recreation & specialty vehicle industries.  DURA, which
operates in 63 locations, sells its products to every major North
American, Asian and European automotive original equipment
manufacturer and many leading Tier 1 automotive suppliers.  It
currently operates in 63 locations including joint venture
companies and customer service centers in 14 countries.

                           *     *     *

As reported by the Troubled Company Reporter on Feb. 13, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
rating on Dura Automotive Systems Inc. to 'B-' from 'B'.


DYNCORP INT'L: Earns $28.3MM in Fiscal Year Ended March 31, 2006
----------------------------------------------------------------
DynCorp International LLC earned $28,385,000 of net income on
$1,966,993,000 of net sales for the fiscal year ending March 31,
2006, the Company disclosed in its Annual Report in Form 10-K
filed with the Securities and Exchange Commission.

As of March 31, 2006, the Company's balance sheet showed assets
totaling $1,148,193,000 and a $223,908,000 stockholders' equity.

                 Liquidity and Capital Resources

Historically, the Company financed its capital and working capital
requirements through a combination of cash flows from operating
activities and transfers from the predecessor parent companies.  
The Company did not incur interest-bearing debt during the year
ended April 2, 2004.  In connection with its 2005 acquisition, the
Company entered into a $75-million revolving credit facility
available to fund working capital and other cash requirements not
funded from ongoing operations.  Subsequently, in January 2006,
this revolving credit facility was increased to $90 million.
Leading up to the 2005 acquisition, Computer Sciences Corporation
accelerated collection of receivables where possible and delayed
payments to vendors and subcontractors.

As a result, the Company had to draw $20 million on the revolving
credit facility shortly after the closing of the 2005 acquisition,
and as of April 1, 2005, the outstanding balance was $35 million.
The Company repaid its revolving credit facility during the three
months ended July 1, 2005.

Cash and cash equivalents as of March 31, 2006, were $20.6 million
compared to $13.5 million as of April 1, 2005.  Concurrently with,
and as a condition to, the offering of its senior subordinated
notes, the Company entered into a senior secured credit facility.
The Company's senior secured credit facility provided it with a
$345 million term loan, maturing in 2011, and up to $90 million in
available revolving loan borrowings, maturing in 2010.

As of March 31, 2006, the Company's revolving credit facility was
undrawn and we had $661.6 million of indebtedness, of which
$341.6 million was secured, including the senior subordinated
notes and excluding accrued interest.  This does not take into
account the partial redemption of the Company's senior
subordinated notes with a portion of the proceeds that it received
from its parent's equity offering.  On the same date, the Company
had approximately $82.5 million available under its senior secured
credit facility (which gives effect to $7.5 million of outstanding
letters of credit).

During fiscal 2006, $56.7 million of interest expense was
incurred, which included both the interest costs applicable to the
fiscal year, as well as amortization of the deferred financing
fees resulting from the 2005 acquisition.  This interest expense
includes the interest on the senior secured credit facility, the
revolving credit facility and the senior subordinated notes.

On May 9, 2006, the Company's parent consummated an equity
offering of 25,000,000 shares of its Class A common stock, par
value $0.01 per share, at a price of $15 per share.  The gross
proceeds from the Equity Offering of $375 million, together with
cash on hand, were used:

   (1) to redeem all of the parent's outstanding preferred stock,
       of which $222.8 million, including accrued and unpaid
       dividends, was outstanding as of May 9, 2006;

   (2) to pay a special Class B distribution in the amount of
       $100 million to the holder of the parent's common stock,
       DIV Holding LLC;

   (3) to redeem $28 million of the Company's senior subordinated
       notes on June 8, 2006;

   (4) to pay prepayment penalties of $8.4 million as of
       May 9, 2006, $5.7 million of which represented prepayment
       penalties on the parent's preferred stock and $2.7 million
       of which represented prepayment penalties on our senior
       subordinated notes; and

   (5) to pay transaction expenses of approximately $35 million,
       including an underwriters' commission of $22.5 million, a
       fee of $5 million to Veritas Capital and $7.5 million of
       miscellaneous fees and expenses related to the equity
       offering.

In addition, the Company used cash on hand to pay special cash
bonuses subsequent to its parent's equity offering of
$3.125 million in the aggregate to the Company's executive
officers and certain other members of management.

A full-text copy of the Company's Annual Report in Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?cef

                           About DynCorp

DynCorp International LLC -- http://www.dyn-intl.com/-- the
operating company of DynCorp International Inc., provides
specialized mission-critical technical and professional services
to civilian and military government agencies and commercial
customers.  Headquartered in Irving, Texas, DynCorp International
employs more than 14,0000 people in 35 countries.

                           *     *     *

As reported in the Troubled Company Reporter on June 19, 2006,
Standard & Poor's Ratings Services raised its ratings, including
the corporate credit rating to 'BB-' from 'B+', on DynCorp
International LLC.  The ratings were removed from CreditWatch
where they were placed with positive implications on Oct. 3, 2005.
S&P said the outlook is stable.

As reported in the Troubled Company Reporter on June 13, 2006,
Moody's Investors Service upgraded the ratings of DynCorp
International LLC based on DI's consistently improving performance
over the past year plus the marginal added benefits to its credit
metrics from the recently completed IPO.  This concludes the
review for possible upgrade that was initiated by Moody's on
April 20th.

These ratings were upgraded:

   * $90 million senior secured revolver maturing
     February 11, 2010, to Ba3 from B2;

   * $345 million senior secured term loan B due
     February 11, 2011, to Ba3 from B2;

   * $320 million 9.5% senior subordinated notes due
     Feb. 15, 2013, to B3 from Caa1;

   * Corporate Family Rating, to B1 from B2;

   * Speculative Grade Liquidity Rating, to SGL-2 from SGL-3; and

   * The ratings outlook is stable.


E.DIGITAL CORP: Auditor Expresses Going Concern Doubt
-----------------------------------------------------
Singer Lewak Greenbaum & Goldstein, LLP, expresses substantial
doubt about e.Digital Corporation's ability to continue as a going
concern after auditing the Company's financial statements for the
fiscal year ending March 31, 2006.  The auditor pointed to the
Company's recurring losses from operations, and stockholders'
deficit.

The Company incurred a $3,106,681 net loss on $3,250,491 of net
sales for the year ending March 31, 2006.  The Company posted a
$2,416,813 net loss for fiscal year ending March 31, 2005, and a
$2,516,343 net loss for fiscal year ending March 31, 2004.

As of March 31, 2006, the Company's balance sheet reported assets
totaling $1,155,568 and debts amounting to $3,609,427.  The
Company's equity deficit widened to $2,453,859 at March 31, 2006,
from a $2,260,569 equity deficit at March 31, 2005.

A full-text copy of the Company's Annual Report in Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?ceb

e.Digital Corporation -- http://www.edigital.com/-- provides     
engineering services, product reference designs and technology
platforms to customers focusing on the digital video/audio and
player/recorder markets.


EMERGE CAPITAL: Chairman to Help with GWIN Inc.'s Restructuring
---------------------------------------------------------------
Under a new contract, Fred Zeidman, Emerge Capital Corp.'s
chairman, will develop and implement a restructuring and growth
plan for GWIN, Inc.

Tim Connolly, chief executive officer of Corporate Strategies, an
Emerge subsidiary, will also assist in designing, and executing
GWIN's new strategy for growth.

"We see a great opportunity in the future prospects of GWIN and
look forward to pursuing a number of new growth initiatives for
the Company," Mr. Zeidman, who also serves as Chairman of Seitel,
Inc. commented.  "Wayne Allyn Root, GWIN Chairman and Executive
Producer/Host of the company's media properties, is a truly unique
resource, and we want to provide him the structure that allows him
to build a great international sports media company."

"Fred implemented the plan at Seitel that took them from a $5
million market cap to over $600 million," GWIN Chairman Root
added.  "While we cannot assure our shareholders of this same
result, we believe he is the perfect choice to take our Company to
new and greater opportunities.  One of the first things Emerge
will assist us in evaluating is the previously announced Letter of
Intent to combine our operations with National Sports Service.  
Our goal is to become the global brand name in sports media,
handicapping and gaming.  Fred and Tim understand our business and
their previous track records as restructuring and growth experts
speak volumes for what we can accomplish together."

                            About GWIN

GWIN Inc. (OCTBB: GWNI) -- http://www.winningedge.com/-- produces  
television, radio, and web-based programming related to sports and
gaming and provides sports handicapping analysis and advice to
sports bettors worldwide through its wholly owned subsidiary,
Global SportsEDGE, Inc.  Global SportsEDGE provides professional
handicapping advice on professional football games played by the
National Football League, professional basketball games played by
the National Basketball Association, college football and
basketball games, major-league baseball, hockey, NASCAR, and golf.

                       About Emerge Capital

Headquartered in Houston, Texas, Emerge Capital Corp. (OTCBB:
EMGC) -- http://www.corporate-strategies.net/-- provides Business  
Restructuring, Turnaround Management, and Advisory Services for
emerging and re-emerging public and private companies through its
wholly owned operating subsidiary, Corporate Strategies, Inc.  CSI
helps micro-cap public companies accelerate growth, provides
working capital strategies, funding alternatives and in select
cases, makes direct investments in client companies.

At March 31, 2006, Emerge Capital's balance sheet showed a
stockholders' deficit of $815,226, compared to a $3,958,249
deficit at Dec. 31, 2005.


EXIDE TECH: PwC Raises Going Concern Doubt Over Likely Default
--------------------------------------------------------------
PricewaterhouseCoopers LLP expressed substantial doubt about Exide
Technologies' ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.

PwC pointed to the Company's recurring losses and negative cash
flows from operations.  Additionally, given the Company's past
financial performance in comparison to its budgets and forecasts
there is no assurance the Company will be able to meet these
budgets and forecasts and be in compliance through March 31, 2007,
with one or more of the debt covenants of its senior secured
credit facility.

As reported in the Troubled Company Reporter on July 4, 2006, net
loss for fiscal 2006 was $172,732,000 versus fiscal 2005 net
income of $1,281,641,000.  Net sales were $2,819,876,000 for
fiscal 2006 versus $2,690,866,000 in fiscal 2005.  

As of March 31, 2006, the Company's balance sheet showed assets
amounting to $2,082,909,000 and debts totaling $1,845,504,000.  
The Company's equity decreased to $224,739,000 at March 31, 2006,
from a $427,259,000 equity at March 31, 2005.   

                 Liquidity and Capital Resources

As of March 31, 2006, the Company had cash and cash equivalents of
$32,161,000 and availability under its revolving loan facility of
$29,669,000 as compared to cash and cash equivalents of
$76,696,000 and availability under the revolving loan facility of
$68,814,000 at March 31, 2005.  On June 23, 2006, total liquidity
was approximately $55,600,000 consisting of availability under the
revolving term loan facility of $15,700,000 and an estimated
$39,900,000 in cash and cash equivalents.

The Company's liquidity position at June 16, 2006, of $55,600,000
remains constrained.  The Company has an operational plan that
would provide adequate liquidity to fund its operations through
the remainder of the fiscal year.  The Company has reduced its
planned capital expenditures and planned restructuring activities
in order to provide additional.  On June 28, 2006, the Company
entered into a standby purchase agreement with investors who would
backstop a rights offering of common stock by the Company to its
shareholders and purchase additional shares of common stock.  
These transactions would provide gross proceeds to the Company of
up to $125,000,000 before expenses.  The closing of these
transactions is subject to several conditions, including
shareholder approval (which the Company plans to seek at its
annual meeting of shareholders in August 2006), there being no
material adverse effect on the Company's business and there not
being trading suspensions or other adverse developments in the
financial markets.

                           SEC Inquiry

The Enforcement Division of the Securities and Exchange Commission
has commenced a preliminary inquiry into statements the Company
made during fiscal year 2006 about its ability to comply with
fiscal 2005 loan covenants and the going concern qualification in
the audit report in the Company's Annual report on Form 10-K for
fiscal 2005, which the Company filed with the SEC in June 2005.  
If the preliminary inquiry results in a formal investigation, it
could have a material adverse effect on the Company's financial
position, results of operations and cash flows.

A full-text copy of the Company's Annual Report on Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?ce7

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


FALCONBRIDGE LTD: Contests Xstrata Application in Superior Court
----------------------------------------------------------------
Falconbridge Limited intends to aggressively oppose an Application
to the Superior Court of Justice that was filed by Xstrata against
Falconbridge.  The Application was filed on June 28, just one day
after Xstrata had argued before the Ontario Securities Commission
to have Falconbridge's shareholder rights protection plan
terminated.

Xstrata's Application to the Court demands that Falconbridge be
forced to call an early Annual General Meeting of Shareholders on
the basis of alleged violations of the Ontario Business
Corporations Act by Falconbridge.  Falconbridge had previously
received approval from the TSX to hold its Annual General Meeting
on October 9, 2006 in accordance with the provisions of the rules
of the TSX.

"In our view this is yet another attempt by Xstrata to avoid the
fair and open auction process currently underway for Falconbridge.  
We remain committed to acting in the best interests of all
Falconbridge shareholders," said Derek Pannell, Chief Executive
Officer of Falconbridge Limited.

                       About Xstrata

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

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

                       About Falconbridge

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

                          *     *     *

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


FALCONBRIDGE LTD: European Commission Clears Acquisition by Inco
----------------------------------------------------------------
The proposed acquisition of Falconbridge Limited by Inco Limited
was cleared by the European Commission.  Inco satisfied the final
outstanding regulatory condition to the acquisition, and
Falconbridge shareholders may tender their shares to Inco's
enhanced offer, which expires on July 13, 2006.  The Inco offer
has been recommended to Falconbridge shareholders by the Board of
Directors of Falconbridge.

The regulatory clearance, set forth in a decision issued by the
Commission, is structured on the same remedy agreed upon with the
U.S. Department of Justice.  This remedy is outlined in the
Troubled Company Reporter on June 8, 2006.

                           About Inco

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- is the world's #2 producer of nickel,
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials
and nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary
mining and processing operations are in Canada, Indonesia, and
the UK.

                       About Falconbridge

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

                          *     *     *

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


FLOWSERVE CORP: PwC Cites Seven Material Weaknesses in Financials
-----------------------------------------------------------------
Flowserve Corp. filed its 2005 Annual Report on Form 10-K with the
Securities and Exchange Commission on June 30, 2006, and disclose
significantly improved operating segment results in bookings,
sales, gross margin and operating income.

                       2005 Form 10-K Filed

"We are pleased to complete our 2005 financial statements, close
the 2005 audit, and file our Form 10-K as we continue to make good
progress toward becoming current with all of our SEC quarterly and
annual financial report filings," Flowserve president and chief
executive officer Lewis M. Kling said.  "We continue to expect to
file our 2005 Form 10-Qs this summer, and file our first and
second quarter 2006 Form 10-Qs by the end of September to become
current."

                      2005 Financial Results

Bookings, including discontinued operations, were a record
$3.02 billion, a 13% increase, excluding currency benefits of
approximately $10 million.  Year-end backlog, which excludes
discontinued operations, was a record $994.1 million, a 27%
increase, excluding negative currency effects of approximately
$67 million.  Sales, excluding discontinued operations, were
$2.70 billion, a 7% increase, excluding currency benefits of
approximately $8 million.

Gross profit from continuing operations increased 14% to
$861.8 million.  Gross profit margin percentage improved 190 basis
points to 32.0%.  These increases primarily reflect cost savings
resulting from the company's operational excellence and ongoing
continuous improvement initiatives, improved operating leverage,
improved pricing discipline, increased sales and a lower charge
for obsolete and slow moving inventory.

"We are extremely pleased by the marked year-over-year
improvements in our continuing business operations as we gain
traction with our operational excellence initiatives.  These
initiatives combined with strategic sourcing programs have helped
us offset raw material price increases," chief executive officer
Kling said.  "We are well positioned to continue to take advantage
of the robust market environment."

Selling, general and administrative expenses were $671.7 million,
an increase of 12%, excluding currency effects of approximately
$3 million.  The increase is mainly due to increases in
professional fees related to the 2004 restatement, including
increases in audit fees and fees related to tax consulting,
accounting and internal audit assistance; an increase in employee-
related expenses, primarily as a result of non-recurring costs
associated with management transition and severance expenses,
including non-cash costs arising from modifications of stock
options.  These increases were partially offset by decreases in
legal expenses and costs related to Sarbanes-Oxley compliance.

"Our 2005 results contain a significant amount of costs associated
with the 2004 restatement and management transition.  Now that
these are behind us, and as we bring in-house more of our
compliance efforts, we expect to see a meaningful decline in the
amount of these professional fees over future periods," chief
financial officer Mark A. Blinn said.  "However, some related
costs will be included in our financial results for 2006.  We
anticipate that 2007 will be more representative of our true run
rate for such expenses."

Operating income from continuing operations was $190.1 million, an
increase of 18%.  This improvement is mainly due to the factors
discussed above that increased gross profit, partially offset by
the increases in SG&A.  Currency had a nominal effect on 2005
results.  Operating margin percentage improved to 7.1%, an
increase of 70 basis points.

Results for 2005 were impacted by a $37.1 million provision for
income taxes, resulting in an effective tax rate of 45% compared
to a 2004 effective tax rate of 61%.  In 2005, the consolidated
effective tax rate was adversely impacted by high taxes on certain
foreign earnings.  The company expects its 2006 effective tax rate
will be lower.

Net income from continuing operations increased 78% to
$46.2 million.  Including losses of $34.4 million related to
discontinued operations, net income was $11.8 million.  

Discontinued operations were the General Services Group, which was
sold in 2005, and the government and marine business unit, which
was sold in 2004.

In addition to strategic uses of cash, including a greater than
required pension contribution of $45 million and $26 million of
costs related to the $1 billion refinancing, the company repaid
outstanding debt and effectively reduced other financing
obligations by about $78 million, excluding currency effects, as
previously disclosed.  As a result, the company's net debt-to-
capital ratio improved to 40.6% at year-end.

"Our 2005 refinancing gives us considerable flexibility for
employing our cash flow," chief financial officer Blinn said.  "We
will continue to review a variety of options for using that cash
flow in future periods."

                      2005 Segment Results

A.  Flowserve Pump Division

Flowserve Pump Division bookings were $1.58 billion, an increase
of 17%, excluding currency benefits of approximately $3 million.  
Sales were $1.40 billion, an increase of 5%, excluding currency
benefits of approximately $4 million.  FPD's gross profit was
$390.6 million, an increase of 14%.  Gross profit benefited from
higher sales, price increases, improved pricing discipline,
improved operating leverage and the impact of the company's
operational excellence initiatives.  Gross profit margin
percentage increased 220 basis points to 27.9%.  Operating income
was $144.6 million, an increase of $35.7 million, or 32%,
excluding unfavorable currency effects of approximately
$1 million.  Operating margin percentage increased 200 basis
points to 10.3%.

B.  Flow Control Division

Flow Control Division bookings were $936.0 million, an increase of
$81.5 million, or 10%, excluding currency benefits of
approximately $3 million.  Sales from continuing operations were
$894.3 million, an increase of 6%, excluding currency benefits of
approximately $2 million.  FCD's gross profit was $284.9 million,
a 13% increase.  Gross profit benefited from higher sales volume,
price increases, improved pricing discipline, improved operating
leverage and reduced expense related to OSMI.  Gross profit margin
percentage increased 180 basis points to 31.9%.  Operating income
from continuing operations was $89.2 million, an increase of 36%,
excluding currency benefits of less than $1 million.  Operating
margin increased 220 basis points to 10.0%.

C.  Flow Solutions Division

Flow Solutions Division bookings were $463.4 million, an increase
of 16%, excluding currency benefits of approximately $4 million.  
Sales were $443.6 million, an increase of 12%, excluding currency
benefits of approximately $3 million.  FSD's gross profit was
$193.4 million, an increase of 14%.  Gross profit benefited from
higher sales, price increases, improved pricing discipline,
improved operating leverage and the impact of the company's
operational excellence initiatives.  Gross profit margin
percentage increased 40 basis points to 43.6%.  Operating income
was $86.0 million, an increase of 18%, excluding currency benefits
of less than $1 million.  Operating margin increased 100 basis
points to 19.4%.

D.  Internal Controls Update

While the company reported a significant decrease in the number of
material weaknesses in its internal controls, the company expects
to continue to make significant improvements in reducing or
eliminating these weaknesses in 2006.

                              Outlook

"We have continued to make significant progress in becoming
current with our SEC financial report filings and improving our
internal controls and operations, while our operating businesses
have continued to successfully implement key operational
excellence and process improvement initiatives," Kling said.  
"These successes are reflected in our improved segment results and
position the company very well for the future."

                          Conference Call

The company will hold a conference call on Wednesday, July 12,
2006, at 11:00 a.m. Eastern Time to discuss the Company's
financial statements. This conference call can be accessed through
the company's website at http://www.flowserve.com/

                        Material Weaknesses

Auditors working for PricewaterhouseCoopers LLP in Dallas, Tex.,
said that the Company has not maintained effective internal
control over financial reporting as of Dec. 31, 2005.  The
auditors found seven material weaknesses indicating that the
Company:

   (1) did not maintain effective controls over its period-end
       financial reporting processes, including monitoring:

       (a) journal entries, both recurring and non-recurring,
           which resulted in adjustments, including audit
           adjustments, to the Company's annual and all interim
           consolidated financial statements for 2005;

       (b) supporting schedules for account reconciliations, which
           were not consistently documented, reviewed and approved
           in a timely manner;

       (c) debt obligations were not properly classified as
           current liabilities, which did not reflect the timing
           of future mandatory debt repayments;

       (d) spreadsheets access was not restricted to appropriate
           personnel, which resulted in unauthorized modification
           of data or formulas; and

       (e) accrued liabilities were not communicated in a timely
           manner in order to assess and record the financial
           effects of certain loss contingencies;

   (2) did not have effective segregation of duties over automated
       and manual transaction processes; specifically, the Company
       did not maintain effective controls over the granting,
       maintenance and monitoring of access to financial systems
       and data;

   (3) did not maintain effective controls over the completeness,
       accuracy and validity of revenue; specifically, effective
       controls were not designed and in place to ensure that
       invoices were complete, accurate, valid and recorded in the
       proper period; and effective controls were not designed and
       in place to ensure the validity and accuracy of sales
       orders;

   (4) did not maintain effective controls over the completeness,
       accuracy, validity and valuation of the Company's inventory
       and related cost of sales transactions; specifically,
       controls with respect to the accuracy of product costing,
       job order costing, cost accumulation and certain inventory
       management processes were not effective; and controls were
       not effective to ensure accurate and timely recording of
       inventory shipments and receipts;

   (5) did not maintain effective controls over the completeness,
       accuracy and validity of the Company's accounts payable and
       related disbursements; specifically, effective controls
       were not designed and in place to ensure that the matching
       of purchase orders and receiving documentation to invoices
       occurred prior to disbursement;

   (6) did not maintain effective controls over accounting for
       certain derivative transactions; specifically, the Company
       did not adequately document the criteria for measuring
       hedge effectiveness at the inception of certain derivative
       transactions, which primarily affects accounts receivable,
       other expense, other comprehensive income and accumulated
       other comprehensive income; and

   (7) did not maintain effective controls over the completeness,
       accuracy and valuation of stock-based employee compensation
       expense to ensure that the expense arising from the
       modification of terms that affect the exercise period of
       employee stock option awards was determined and recognized
       in the proper period.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?ce6

                       About Flowserve Corp

Based in Irving, Texas, Flowserve Corp. (NYSE: FLS) --
http://www.flowserve.com/-- is one of the world's leading  
providers of fluid motion and control products and services.  
Operating in 56 countries, the company produces engineered and
industrial pumps, seals and valves as well as a range of related
flow management services.

                           *     *     *

As reported in the Troubled Company Reporter on Aug. 9, 2005,
Standard & Poor's Ratings Services assigned its 'BB-' senior
secured bank loan rating to Irving, Texas-based Flowserve Corp.'s
$1 billion credit facility.  A recovery rating of '3' was also
assigned, indicating meaningful recovery of lender principal in
the event of a default.  At the same time, S&P affirmed its
ratings on Flowserve Corp., including the 'BB-' corporate credit
rating and 'B-3' short-term credit rating.

As reported in the Troubled Company Reporter on Aug. 1, 2005,
Moody's Investors Service has assigned a Ba3 rating to Flowserve
Corp.'s new $1 billion senior secured credit facilities and
affirmed the corporate family rating at Ba3.  Moody's said the
outlook remains
negative.


FLYI INC: Wants Exclusive Plan-Filing Period Extended to July 31
----------------------------------------------------------------
FLYi, Inc., and its debtor-affiliates ask the U.S. Bankruptcy
Court for District of Delaware to extend their exclusive period to
file a chapter 11 plan through and including July 31, 2006, and
their exclusive period to solicit acceptances of that plan through
and including December 29, 2006.

M. Blake Cleary, Esq., at Young, Conaway, Stargatt & Taylor LLP,
in Wilmington, Delaware, tells the Court that since the
discontinuation of their scheduled flight operations in January
2006, the Debtors have been focused on winding down their affairs.  
In particular, the Debtors have entered into a settlement of their
claims against United Airlines, Inc.  As a result, the Debtors
received an initial distribution of about 3,266,388 shares of
stock of reorganized United Airlines and have been working with
the Official Committee of Unsecured Creditors with respect to
strategy to monetize those shares.

The Debtors have sold or entered into agreements to sell other
significant assets, Mr. Cleary adds.

Moreover, the Debtors have also been formulating and drafting
their liquidation plan and disclosure statement.  The Debtors
originally intended to file those documents on or before June 30,
2006, according to Mr. Cleary.  However, they are currently in the
midst of finalizing certain plan structures and negotiating the
relevant documents with the Committee.  The Debtors fully expect
to file a plan and disclosure statement no later than July 31,
2006.

The Debtors believe that the confirmation hearing on any plan is
not likely to occur before December 2006, even if there are no
material delays in the confirmation process.

Mr. Cleary asserts that the Debtors' request will not prejudice
the legitimate interests of any creditor.  "The extension is not
a tactic to pressure creditors to accede to the Debtors' demands."

The Committee fully supports the extension of the Exclusive
Periods, Mr. Cleary tells the Court.

The Court will convene a hearing on July 24, 2006, to consider
the Debtors' request.  By application of Del. Bankr.LR 9006-2,
the deadline is automatically extended until the Court rules on
the Debtors' request.

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FLYI INC: Aviall Wants Stay Lifted to Set Off Prepetition Claims
----------------------------------------------------------------
As reported in the Troubled Company Reporter on Jan. 26, 2006,
Aviall Services, Inc., asked the U.S. Bankruptcy Court for the
District of Delaware:

    (a) to permit it to offset the $580,858 that FLYi, Inc., and
        its debtor-affiliates owed to Aviall against the $342,307
        credit it extended to the Debtors;

    (b) not to allow the Debtors to set off the $74,978 against
        the prepetition credit; and

    (c) to authorize the escrow agent to remit $74,978 to Aviall.

Aviall has withdrawn its request to set off certain claims.  
Aviall now asks the Court to lift the automatic stay to allow it
to set off prepetition claims to resolve the matter.

As reported in the Troubled Company Reporter on January 26, 2006,
Aviall provided and exclusively stocked the Debtors with de-icer
boots for use in the Debtors' Dornier aircraft.  The Debtors
discontinued their Donnier aircraft and began using Airbus
aircraft.

The remaining de-icer boots in stock, which costs $1,486,413,
were not useable on the Airbus aircraft.  Neil J. Orleans, Esq.,
at Goins, Underkofler, Crawford & Langdon LLP, in Dallas, Texas,
relates that Aviall has been unsuccessfully in finding a buyer
for the remaining de-icer boots.  It also cannot be returned to
the manufacturer.

Accordingly, Aviall asserts that is entitled to a $1,486,413
prepetition claim against the Debtors.  Aviall also asserts a
$80,858 claim for other prepetition goods sold to the Debtors.

As reported in the Troubled Company Reporter on April 25, 2006,
the Court gave the Debtors authority to reject 738 executory
contracts pursuant to Section 365 of the Bankruptcy Code.

Aviall's contract with Debtor Atlantic Coast Airlines dated
May 7, 2002, was included in the executory contracts rejected.  
The Aviall Contract was to be in effect through May 7, 2007.  
Therefore, Aviall is entitled to rejection damages totaling
$821,127 for lost net profits for the period November 7, 2005
through May 7, 2007, Mr. Orleans asserts.

Mr. Orleans notes that Aviall's prepetition claim totals
$2,388,399.  The amount of the prepetition credit given to the
Debtors prepetition by Aviall amounted to $342,307.

In October 2005, Aviall and the Debtors entered into an agreement
for the purchase of life vests.  The Debtors sought to use some
of the credits to offset the purchase price of the life vests.

Prior to the Debtors filing for bankruptcy, the life vests had not
been shipped to the Debtors nor have the Debtors been invoiced.  
Thus, the Life Vest Contract should not be deemed as executory as
the parties, Mr. Orleans contends.

Neither the Debtors nor Aviall, acting through its director of
finance, were aware of Aviall's claim for the $1,486,413 offset
for the de-icer boots at the time the parties entered into the
Life Vest Contract, according to Mr. Orleans.  Thus, there was a
mutual mistake with regard to the provisional agreement of the
parties to utilize the prepetition credits to offset the purchase
price of the life vests.

On Nov. 17, 2005, Aviall and the Debtors entered into an escrow
agreement, wherein they deposited $74,977 with an escrow agent to
be held in trust subject to a Court order regarding the
availability, if any, to the Debtors for use of the prepetition
credit amount.

Mr. Orleans argues that Aviall should be allowed to offset the
$2,388,399 owed by the Debtors to Aviall prepetition against the
$342,307 credit owed by Aviall to the Debtors prepetition.  Since
the amount owed by the Debtors to Aviall exceeds the amount of
the credits, the Debtors are not entitled to use those credits
for the purchase of the life vests, Mr. Orleans adds.

Accordingly, Aviall asks the Court to:

   (a) lift the automatic stay to allow it to exercise the right
       of setoff of the Debtors' obligations without further
       notice, or in the alternative, authorize it to exercise
       its recoupment rights;

   (b) rule that the Debtors may not offset the $74,977 purchase
       price against the credits; and

   (c) authorize the escrow agent to remit $74,977, plus
       interest, to Aviall

Headquartered in Dulles, Virginia, FLYi, Inc., aka Atlantic Coast
Airlines Holdings, Inc. -- http://www.flyi.com/-- is the parent
of Independence Air Inc., a small airline based at Washington
Dulles International Airport.  The Debtor and its six affiliates
filed for chapter 11 protection on Nov. 7, 2005 (Bankr. D. Del.
Case Nos. 05-20011 through 05-20017).  Brendan Linehan Shannon,
Esq., M. Blake Cleary, Esq., and Matthew Barry Lunn, Esq., at
Young, Conaway, Stargatt & Taylor, represent the Debtors in their
restructuring efforts.  Brett H. Miller, Esq., at Otterbourg,
Steindler, Houston & Rosen, P.C., represents the Official
Committee of Unsecured Creditors.  As of Sept. 30, 2005, the
Debtors listed assets totaling $378,500,000 and debts totaling
$455,400,000.  (FLYi Bankruptcy News, Issue No. 20; Bankruptcy
Creditors' Service, Inc., 215/945-7000).


FOAMEX INTERNATIONAL: Wants to Raise Salaries of Four Executives
----------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware for permission to
revise, retroactive to June 7, 2006, certain executive
compensation arrangements with Raymond E. Mabus, Jr., and three
other executives.

As reported in the Troubled Company Reporter on Jun 19, 2006, Mr.
Mabus, chairman of Foamex International's board of directors, has
been appointed interim president and chief executive officer.  

The Compensation Committee of the Board of Directors recommended
that Mr. Mabus be paid $75,000 per month for his services.

Mr. Mabus' monthly salary approximates the $60,000 per month base
compensation previously paid to the former president and CEO,
Thomas E. Chorman, plus one-half of the $25,000 per month Mr.
Mabus had been receiving as chairman, according to Joseph M.
Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware.

Mr. Mabus will forego the other half of his compensation as
chairman during the period that he serves as interim president and
CEO.  He will not be eligible for a bonus nor participate in the
Debtors' severance or key employee retention programs.

The Compensation Committee also recommended salary increases for
newly appointed chief administrative officer Gregory J. Christian,
and division heads Andrew Thompson and Don Phillips.  
Specifically:

   (a) Mr. Christian's annual base salary will be increased to
       $400,000;

   (b) Mr. Thompson, head of Foamex's foam products group, will
       receive a $50,000 pay raise, increasing his annual base
       salary to $315,000; and

   (c) Mr. Phillips, head of Foamex's automotive group, will also
       receive a $50,000 pay raise, increasing his annual base
       salary to $250,000.

The Debtors ask the Court to approve the proposed compensation
arrangements for Messrs. Mabus, Christian, Thompson and Phillips.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOAMEX INTERNATIONAL: Wants to Advance Funds to Mexican Subsidiary
------------------------------------------------------------------
Foamex International Inc. and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to authorize Foamex
L.P. to provide Foamex de Cuautitlan, S.A. de C.V., with funding
in the form of cash advances and revolving loans of up to
$750,000.

Foamex de Cuautitlan, a Mexican corporation, is an indirect non-
debtor wholly owned subsidiary of Foamex L.P. engaged in the
automotive industry.  

Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor LLP, in
Wilmington, Delaware, relates that the Loans will enable Foamex de
Cuautitlan to upgrade its facility, purchase certain manufacturing
equipment and raw materials, pay other costs of production, and
expand its business.  

Pursuant to an intercompany note, Foamex de Cuautitlan will pay
Foamex the principal amount of the Loans on demand, payable
monthly in arrears, at the same interest rate that Foamex pays its
senior revolving credit lenders.

Passing on the cost of funds to Foamex de Cuautitlan will
effectively eliminate any incremental out-of-pocket cost to
Foamex, Mr. Barry says.

In addition, the Debtors believe that Foamex will directly benefit
from Foamex de Cuautitlan's upgraded facility since it will help
boost Foamex's automotive revenues in Mexico.

The Loans are permitted under the terms of Foamex's DIP financing
facilities, which allow Foamex to advance up to $750,000 at any
time to certain of its foreign subsidiaries, Mr. Barry relates.

Headquartered in Linwood, Pa., Foamex International Inc. --
http://www.foamex.com/-- is the world's leading producer of       
comfort cushioning for bedding, furniture, carpet cushion and
automotive markets.  The Company also manufactures high-
performance polymers for diverse applications in the industrial,
aerospace, defense, electronics and computer industries.  The
Company and eight affiliates filed for chapter 11 protection on
Sept. 19, 2005 (Bankr. Del. Case Nos. 05-12685 through 05-12693).  
Attorneys at Paul, Weiss, Rifkind, Wharton & Garrison LLP,
represent the Debtors in their restructuring efforts.  Houlihan,
Lokey, Howard and Zukin and O'Melveny & Myers LLP are advising the
ad hoc committee of Senior Secured Noteholders.  Kenneth A. Rosen,
Esq., and Sharon L. Levine, Esq., at Lowenstein Sandler PC and
Donald J. Detweiler, Esq., at Saul Ewings, LP, represent the
Official Committee of Unsecured Creditors.  As of July 3,
2005, the Debtors reported $620,826,000 in total assets and
$744,757,000 in total debts.  (Foamex International Bankruptcy
News, Issue No. 21; Bankruptcy Creditors' Service, Inc.,
215/945-7000)


FOSS MANUFACTURING: Trustee Taps Verdolino & Lowey as Accountants
-----------------------------------------------------------------
Patrick J. O'Malley, the chapter 11 Trustee of Foss Manufacturing
Company, Inc., asks the U.S. Bankruptcy Court for the District of
New Hampshire for permission to employ Craig Jalbert and the firm
of Verdolino & Lowey, P.C., as his accountants.

Verdolino & Lowey will:

   a) complete the necessary federal and state tax returns for
      2005 and 2006;

   b) review and assist in the preparation of financial
      information for distribution to creditors and other parties-
      in-interest;

   c) assist with claims resolution procedures;

   d) provide litigation consulting services (if any); and

   e) provide other accounting and tax services deemed
      necessary by the Trustee.

Craig R. Jalbert, a principal at Verdolino & Lowey, discloses that
the firm's professionals bill:

          Position              Hourly Rate
          --------              -----------
          Principals               $330
          Managers              $240 - $295
          Staff                 $125 - $225
          Bookkeepers            $90 - $150
          Clerical                  $70

The firm will cap its charges for the preparation of the 2005 and
2006 tax returns at $25,000.

Mr. Jalbert assures the Court that his firm does not hold or
represent any interest adverse to the Debtor's estate, its
creditors, or any other party-in-interest.

Headquartered in Hampton, New Hampshire, Foss Manufacturing
Company, Inc. -- http://www.fossmfg.com/-- is a producer of  
engineered, non-woven fabrics and specialty synthetic fibers, for
a variety of applications and markets.  The Company filed for
chapter 11 protection on Sept. 16, 2005 (Bankr. D. N.H. Case No.
05-13724).  Andrew Z. Schwartz, Esq., at Foley Hoag LLP
represented the Debtor.  Beth E. Levine, Esq., at Pachlski, Stang,
Zieh, Young, Jones & Weintraub represents the Official Committee
of Unsecured Creditors.  The Court appointed Patrick J. O'Malley
as the Debtor's Chapter 11 Trustee and lawyers from Hanify & King,
Perkins, Smith & Cohen, LLP, and Mintz, Levin, Cohn, Ferris
represent the Chapter 11 Trustee.  When the Debtor filed for
protection from its creditors, it listed $49,846,456 in assets and
$53,419,673 in debts.


GENCORP INC: May 31 Balance Sheet Upside-Down by $87.9 Million
--------------------------------------------------------------
GenCorp Inc.'s sales from continuing operations for the second
quarter 2006 totaled $167.4 million, 15% above the $145 million
for the second quarter 2005.  Sales for the first six months of
2006 were $296.1 million compared to $284.9 million for the first
six months of 2005, an increase of 4%.  Sales increases in 2006
reflect growth in the Company's Aerospace and Defense business.

As of May 31, 2006, the Company's equity deficit widened to
$87.9 million from a $72.7 million deficit at Nov. 30, 2006.  

The loss from continuing operations for the second quarter 2006
was $10.4 million compared to income of $3.5 million for the
second quarter 2005.  The second quarter 2006 and 2005 included an
income tax benefit of $4.0 million and $12.9 million for tax
refund claims related to a ten-year carryback of net operating
losses.  During the second quarter 2006 and 2005, the Company
settled environmental toxic tort cases that resulted in charges of
$8.5 million and $2.0 million.

"Despite posting a loss for the quarter, driven primarily by the
settlement of the last of our environmental toxic tort cases and
the mostly non-cash expense of employee retirement benefit plans,
we did experience revenue growth at Aerojet," said Terry Hall,
chairman, president and chief executive officer.  "Aerojet's
revenues grew 16% compared to revenues in the second quarter 2005.

"Our Real Estate segment continues its progress towards
entitlement of our Sacramento land," added Mr. Hall. "We continue
our efforts to realize the potential value of our holdings and to
partner or joint venture with a major home builder on our Rio Del
Oro project.  Despite the cooling housing market, the demographic
forecast for the Sacramento market continues to suggest that it
will experience strong residential demand over the long term."

For the first half of 2006 and 2005, the net loss was
$23.3 million and $26.4 million, respectively.

                        Operations Review

A.  Aerospace and Defense Segment

Second quarter sales increased 16% to $165.7 million compared to
$143.4 million in the second quarter 2005. Sales for the first six
months of 2006 were $292.9 million compared to $281.7 million for
the first six months of last year.  The increase in sales is
primarily the result of higher sales to Lockheed Martin on the
Atlas(R) V program partially offset by lower sales recognized on
the Titan and Standard Missile programs.

Segment performance was a loss of $0.4 million for the second
quarter 2006 compared to income of $4.2 million for the second
quarter 2005.  Excluding the impact of employee retirement benefit
plan expense and unusual items, segment performance was income of
$16.8 million in the second quarter 2006 compared to income of
$14.8 million in the second quarter 2005.  Segment performance was
a loss of $0.9 million for the first half of 2006 compared to
income of $5.8 million for the first half of 2005.  Excluding the
impact of employee retirement benefit plan expense and unusual
items, segment performance was $25.0 million for the first half of
2006 and 2005.

As of May 31, 2006, Aerojet's contract backlog was $765 million as
compared to $696 million as of November 30, 2005.  Funded backlog,
which includes only those contracts for which money has been
directly authorized by the U.S. Congress, or for which a firm
purchase order has been received by a commercial customer, was
$565 million at May 31, 2006, compared to $498 million as of
November 30, 2005.  Overall backlog growth reflects contract and
funded awards in excess of sales on both production and
development programs.

During the quarter, Aerojet received significant strategic awards
associated with NASA's space exploration initiatives.  These
ranged from research and development of a rocket-powered landing
system for the Crew Exploration Vehicle (CEV) Crew Module to
contracts supporting specific CEV proposal strategies from both of
the competing primes (Northrop Grumman and Lockheed Martin).   
Aerojet also received a $6 million contract from the Japanese
Space Agency to provide steering engines for the Japanese transfer
vehicle scheduled to fly to the International Space Station.  This
award could be a precursor to other awards for future space
missions the international community plans to conduct in
conjunction with NASA's overall space exploration plans.

B.  Real Estate Segment

Sales for the first half of 2006 and 2005 were $3.2 million in
each period, which resulted from rental property operations.   
Segment performance was $1.6 million for the first half of 2006
compared to $1.8 million for the first half of 2005.

During the second quarter 2006, progress was made on all four of
the Company's entitlement applications, which in total encompass
approximately 6,400 acres, or 10 square miles.

C.  Others

Retirement benefit plan expense, which is mostly non-cash,
decreased to $10.8 million in the second quarter 2006 from $12.0
million in the second quarter 2005.  Retirement benefit plan
expense decreased to $21.7 million in the first half of 2006 from
$23.9 million in the first half of 2005.

Corporate and other expenses increased to $6.3 million in the
second quarter 2006 from $5.2 million in the second quarter 2005.   
Corporate and other expenses increased to $11.9 million in the
first half of 2006 from $9.3 million in the first half of 2005.
The increase in both periods primarily reflects higher expenses
related to the Company's election of directors.

Interest expense increased to $6.4 million in the second quarter
2006 from $5.8 million in the second quarter 2005. Interest
expense decreased to $12.7 million in the first six months of 2006
from $12.9 million in the first six months of 2005.

Total debt decreased slightly to $443.0 million at May 31, 2006,
from $443.9 million at November 30, 2005.  The cash balance at
May 31, 2006 was $38.9 million compared to $91.7 million at
November 30, 2005.  Total debt less cash increased from
$352.2 million at November 30, 2005, to $404.1 million as of
May 31, 2006.  During the first quarter 2006 the increase in total
debt less cash of $40.7 million resulted primarily from:

   (1) cash used by the Aerospace and Defense segment, including
       capital expenditures;

   (2) interest payments;
   
   (3) costs associated with legacy business matters, including
       costs related to postretirement plans;

   (4) corporate expenses; and

   (5) payment of liabilities accrued as of November 30, 2005,  
       related to the sale of the Fine Chemicals business,
       including accrued transaction costs.  During the second
       quarter 2006, the increase in total debt less cash of
       $11.2 million resulted primarily from the $13.0 million
       payment for customer reimbursements of tax recoveries
       related to a tax settlement.  As of May 31, 2006, the
       Company had $26.2 million in outstanding letters of credit
       under the revolving credit facility, with $53.8 million
       available under the revolving credit facility.

In June 2006, the Company amended its senior credit facility and
replaced the existing $98.5 million credit-linked facility,
consisting of $44.2 million letter of credit subfacility and a
$54.3 million term loan subfacility, with a new $154.5 million
credit-linked facility.  The new credit-linked facility consists
of an $80 million letter of credit subfacility and a $74.5 million
term loan subfacility on terms and conditions substantially
similar to the prior facility.  The $26.2 million of outstanding
letters of credit issued under the revolver as of May 31, 2006,
will be moved to the new credit-linked facility during the fiscal
quarter ending August 31, 2006, resulting in expected full
availability of the $80 million revolver.  Term loan proceeds of
$19.8 million were used to collateralize the 5-3/4% Notes maturing
in April 2007, and to the extent the 5 3/4% Notes convert prior to
maturity, will be used to repay term loans.

GenCorp Inc. (NYSE: GY) -- http://www.GenCorp.com/-- manufactures  
aerospace and defense products and systems with a real estate
business segment that includes activities related to the
entitlement, sale, and leasing of the Company's excess real estate
assets.  


GENCORP INC: Fitch Junks Contingent Conv. Sub. Debts' Ratings
-------------------------------------------------------------
As the result of GenCorp Inc. increasing its senior secured credit
facilities to $234.5 million from $178.5 million and securing its
5.75% subordinated convertible notes due 2007 with cash
collateral, Fitch took these rating actions on GY:

   -- 5.75% subordinated convertible notes due 2007 upgraded
      to 'BB-/RR1' from 'B-/RR4';

   -- 4% contingent convertible subordinated notes due 2024,
      lowered to 'CCC+/RR5' from 'B-/RR4'; and

   -- 2.25% contingent convertible subordinated debentures
      due 2024, lowered to 'CCC+/RR5' from 'B-/RR4'.

Fitch removed the upgraded notes from Rating Watch Positive and
the downgraded notes from Rating Watch Negative.  The Rating
Outlook is Stable.  Approximately $624 million in debt is affected
by these actions.

GY is obligated per its senior credit agreement to cash
collateralize the 5.75% notes by January 2007 if they have not
been redeemed by then.  GY chose to cash collateralize the notes
as part of increasing its senior credit facilities.  Fitch expects
GY to use the cash collateral to retire these notes when they
mature in April 2007.

GY increased its senior secured credit-linked facility that is
part of its senior credit agreement to $154.5 million from $98.5
million.  The facility now consists of an $80 million letter of
credit sub-facility (an increase from $44.3 million), with a $20
million optional but uncommitted accordion feature, and a $74.5
million term loan (an increase of $20.3 million).  The $80 million
senior secured revolving credit facility is unchanged.

GY took these actions in order to enhance liquidity and to comply
with the terms of its senior credit agreement.  The company used
the increase in the letter of credit sub-facility to shift
approximately $18 to $25 million of letters of credit outstanding
related to environmental obligations issued under the revolver
thereby increasing liquidity.

The recovery ratings and notching of the debt tranches reflect
Fitch's recovery expectations under a scenario in which distressed
enterprise value is allocated to the various debt classes.  The
analysis was based on a liquidation analysis due to the
significant real estate holdings and utilized conservative real
estate values based on unentitled land values.

Should the land become entitled or GY receive a significant cash
infusion from a buyer of (or partner for) some of these holdings
and utilize these monies to retire debt, Fitch would anticipate
raising the ratings.  GY is presently in negotiations with a
developer for some of its property, but there is no information as
to possible terms.

Exclusive of the cash collateralization of the 5.75% subordinated
convertible notes, the recovery ratings benefit from the value of
GY's lands with the senior secured credit facility and the senior
subordinated debt expected to see 100% recovery.

Due to the increase in the size of the senior secured facility,
the uncollateralized convertible subordinated notes and contingent
convertible subordinated notes are now expected to see recovery in
the 11% to 30% range, whereas they had previously been expected to
see recovery in the 31% to 50% range.


GENERAL MOTORS: Evaluating $3-Billion Alliance with Renault-Nissan
------------------------------------------------------------------
General Motors Corporation is evaluating an offer to ally with
Renault-Nissan, a French-Japanese company.  Renault-Nissan is a
collaboration between Nissan Motor Co., Ltd., and Renault S.A.  
Talks of a possible alliance surfaced amidst GM's troubles as it
faces market, production and cost issues.  GM is currently
implementing a turnaround plan that involves plant closures and
job cuts.

The proponent, Kirk Kerkorian -- who owns 9.9% equity stake in GM
through his investment firm Tracinda Corporation -- urged GM
chairman Rick Wagoner to sell a 20% stake in GM to Renault-Nissan.  
Jerome York, a GM director, advised Mr. Kerkorian on the $3-
billion proposed alliance.

Nissan's board of directors has already authorized its president
and chief executive officer, Carlos Ghosn, to pursue discussions
on the deal.  Renault's board has also approved negotiations for
the transaction, The Wall Street Journal reports.  

Renault-Nissan is on the lookout for deals to enter into the U.S.
market.  According to channel4.com, Renault-Nissan approached Ford
on a deal last year.  No update on the matter was disclosed.

                       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 June 30, 2006,
Standard & Poor's Ratings Services held all its ratings on General
Motors Corp. -- including the 'B' corporate credit rating and the
'B+' bank loan rating, but excluding the '1' recovery rating -- on
CreditWatch with negative implications, where they were placed
March 29, 2006.

As reported in the Troubled Company Reporter on June 22, 2006,
Fitch assigned a rating of 'BB' and a Recovery Rating (RR) of
'RR1' to General Motor's (GM) new $4.48 billion senior secured
bank facility.  The 'RR1' (recovery of 90%-100%) is based on the
collateral package and other protections that are expected to
provide full recovery in the event of a bankruptcy filing.

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


GRANITE BROADCASTING: Inks New $70 Million Senior Credit Agreement
------------------------------------------------------------------
Granite Broadcasting Corporation reached an agreement in principle
on a new senior credit facility.  The Facility, which the Company
anticipates will close and fund this week, provides for two
secured loans: a $40 million Tranche A Term Loan and a Convertible
Tranche B Term Loan for $30 million.

The Tranche Loan B would be convertible, in the aggregate, into
200,000 shares of the Company's 12.75% Cumulative Exchangeable
Preferred Stock.  Both term loans would mature on Dec. 1, 2006.  
Approximately $19.9 million of the proceeds from the Tranche Loan
B are to be used to pay interest on the Company's 9-3/4% Senior
Secured Notes that was due June 1, 2006.  In connection with the
Facility, the Indenture governing the 9-3/4% Senior Secured Notes
is to be amended.  Closing of the Facility is conditioned upon
execution of definitive documents and reaching agreement with the
Indenture Trustee.

              Proposed Sale of Television Stations

The Company's proposed sales of its San Francisco and Detroit
stations have not closed.  Proceeds from these sales were to be
used to fund the Company's proposed purchase of WBNG, Channel 12,
the CBS-affiliated television station serving Binghamton and
Elmira, New York.  Subject to satisfaction of certain conditions,
the Facility will permit proceeds from Tranche Loan A to be drawn
and used, if necessary, to fund the WBNG acquisition if the sales
of the San Francisco and Detroit stations have not previously
closed.  A portion of the remaining proceeds of the Tranche B Loan
may be used to pay part of the WBNG purchase price, if necessary.

The Company expects to continue working with its strategic
advisors, Houlihan Lokey Howard & Zukin, to evaluate the
alternatives that will enable the Company to move forward with its
strategic plans.

In the event that the Company is unable to close the Facility and
pay the June 1, 2006 interest payment on the Notes, the grace
period for which has expired, it may be forced to seek protection
under Chapter 11 of the Bankruptcy Code in the immediate future.

                   About Granite Broadcasting

Granite Broadcasting Corporation (OTC Bulletin Board: GBTVK) owns
and operates, or provides programming, sales and other services to
21 channels in the following 8 markets: San Francisco, California;
Detroit, Michigan; Buffalo, New York; Fresno, California;
Syracuse, New York; Fort Wayne, Indiana; Peoria, Illinois; and
Duluth, Minnesota-Superior, Wisconsin. The Company's channel group
includes affiliates of NBC, CBS, ABC, CW and My Network TV, and
reaches approximately 6% of all U.S. television households.

                          *     *     *

As reported in the Troubled Company Reporter on June 8, 2006,
Moody's Investors Service downgraded Granite Broadcasting
Corporation's $400 million of 9.75% senior secured notes due 2010
to Caa1 from B3.  Additionally, Moody's affirmed the Company's
existing ratings, including its Caa2 corporate family rating.  The
outlook remains negative.


GWIN INC: Hires Emerge Capital Chairman to Develop Growth Plan
--------------------------------------------------------------
Under a new contract, Fred Zeidman, Emerge Capital Corp.'s
chairman, will develop and implement a restructuring and growth
plan for GWIN, Inc.

Tim Connolly, chief executive officer of Corporate Strategies, an
Emerge subsidiary, will also assist in designing, and executing
GWIN's new strategy for growth.

"We see a great opportunity in the future prospects of GWIN and
look forward to pursuing a number of new growth initiatives for
the Company," Mr. Zeidman, who also serves as Chairman of Seitel,
Inc. commented.  "Wayne Allyn Root, GWIN Chairman and Executive
Producer/Host of the company's media properties, is a truly unique
resource, and we want to provide him the structure that allows him
to build a great international sports media company."

"Fred implemented the plan at Seitel that took them from a $5
million market cap to over $600 million," GWIN Chairman Root
added.  "While we cannot assure our shareholders of this same
result, we believe he is the perfect choice to take our Company to
new and greater opportunities.  One of the first things Emerge
will assist us in evaluating is the previously announced Letter of
Intent to combine our operations with National Sports Service.  
Our goal is to become the global brand name in sports media,
handicapping and gaming.  Fred and Tim understand our business and
their previous track records as restructuring and growth experts
speak volumes for what we can accomplish together."

                       About Emerge Capital

Headquartered in Houston, Texas, Emerge Capital Corp. (OTCBB:EMGC)
-- http://www.corporate-strategies.net/-- provides Business  
Restructuring, Turnaround Management, and Advisory Services for
emerging and re-emerging public and private companies through its
wholly owned operating subsidiary, Corporate Strategies, Inc.  CSI
helps micro-cap public companies accelerate growth, provides
working capital strategies, funding alternatives and in select
cases, makes direct investments in client companies.

                           About GWIN

Headquartered in Las Vegas, Nevada, GWIN Inc. (OCTBB:GWNI) --
http://www.winningedge.com/-- produces television, radio, and  
web-based programming related to sports and gaming and provides
sports handicapping analysis and advice to sports bettors
worldwide through its wholly owned subsidiary, Global SportsEDGE,
Inc.  Global SportsEDGE provides professional handicapping advice
on professional football games played by the National Football
League, professional basketball games played by the National
Basketball Association, college football and basketball games,
major-league baseball, hockey, NASCAR, and golf.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Nov. 7, 2005,
Moore Stephens, PC, expressed substantial doubt about GWIN, Inc.'s
ability to continue as a going concern after it audited the
Company's financial statements for the fiscal year ended July 31,
2005.  The auditing firm pointed to the Company's losses from
operations, working capital deficiency and accumulated deficit.

At April 30, 2006, GWIN Inc.'s balance sheet showed a
stockholders' deficit of $597,804, compared to a $444,899 deficit
at January 31, 2006.


HEALTH PARTNERS: A.M. Best Says Financial Strength is Marginal
--------------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


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

IElement reported a $1,842,017 net loss on $4,550,092 of service
revenue for the year ended March 31, 2006, compared to a $710,974
net loss on $5,954,772 of service revenue for the same period in
2005.

At March 31, 2006, the Company's balance sheet showed $2,881,680
in total assets and $3,067,219 in total liabilities, resulting in
a $185,539 stockholders' deficit.

The Company's March 31 balance sheet also showed strained
liquidity with $1,222,156 in total current assets available to pay
$2,601,434 in total current liabilities coming due within the next
12 months.

                       Additional Financing

Management said that the Company needed to recruit, train and
retain an effective sales force because of the telecommunications
industry's declining revenue trend and the Company cannot
stabilize or increase its revenue and cash flow without a sales
force.

The Company needs a minimum $500,000 additional financing for its
plans.  The Company will raise cash by calling the warrants issued
in its recent private equity placement.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?cf7

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


IMC INVESTMENT: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: IMC Investment Properties, Inc.
        2911 Turtle Creek Boulevard, Suite 1080
        Dallas, Texas 75219
        Tel: (214) 528-8585

Bankruptcy Case No.: 06-32754

Chapter 11 Petition Date: July 3, 2006

Court: Northern District of Texas (Dallas)

Judge: Harlin DeWayne Hale

Debtor's Counsel: Edwin Paul Keiffer, Esq.
                  Keith Miles Aurzada, Esq.
                  Hance Scarborough Wright Ginsberg and
                  Brusilow, LLP
                  1401 Elm Street, Suite 4750
                  Dallas, Texas 75202
                  Tel: (214) 651-6500
                  Fax: (214) 744-2615

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Wells Fargo                      Credit Card            $44,162
P.O. Box 348750
Sacramento, CA 95834

Venture Mechanical               Trade Debt             $21,990
2222 Century Circle
Irving, TX 75062

American Express                 Credit Card            $13,775
P.O. Box 650448
Dallas, TX 75265-0448

Wells Fargo                      Credit Card            $13,377
P.O. Box 348750
Sacramento, CA 95834

Thompson & Knight                Attorney Fees          $10,890
1700 Pacific Avenue, Suite 3300
Dallas, TX 75201

TXU Energy                       Utilities               $5,666

J. Eisch & Associates, P.C.      Trade Debt              $2,995

KE Andrews & Co.                 Trade Debt              $2,450

New York Life                    Trade Debt              $2,310

Valley Forge Life Insurance      Insurance Premiums      $2,155

City of Irving                   Utilities                 $983

Allied Waste Services            Utilities                 $472

AHSC                             Trade Debt                $460

CT Corporation                   Trade Debt                $456

Texas Fire Alarm                 Security                  $237

Noble Resources, Inc.            Pest Control              $135

The Home Depot                   Credit Card               $104

SBC-Emergency Phone              Utilities                  $81

Atmos Energy                     Utilities                  $61


INCO LTD: European Commission Clears Falconbridge Acquisition
-------------------------------------------------------------
The proposed acquisition of Falconbridge Limited by Inco Limited
was cleared by the European Commission.  Inco satisfied the final
outstanding regulatory condition to the acquisition, and
Falconbridge shareholders may tender their shares to Inco's
enhanced offer, which expires on July 13, 2006.  The Inco offer
has been recommended to Falconbridge shareholders by the Board of
Directors of Falconbridge.

The regulatory clearance, set forth in a decision issued by the
Commission, is structured on the same remedy agreed upon with the
U.S. Department of Justice.  This remedy is outlined in the
Troubled Company Reporter on June 8, 2006.

                       About Falconbridge

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

                           About Inco

Headquartered in Sudbury, Ontario, Inco Limited (TSX, NYSE:N) --
http://www.inco.com/-- is the world's #2 producer of nickel,
which is used primarily for manufacturing stainless steel and
batteries.  Inco also mines and processes copper, gold, cobalt,
and platinum group metals.  It makes nickel battery materials
and nickel foams, flakes, and powders for use in catalysts,
electronics, and paints.  Sulphuric acid and liquid sulphur
dioxide are produced as byproducts.  The company's primary
mining and processing operations are in Canada, Indonesia, and
the UK.

                          *     *     *

Inco Limited's 3-1/2% Subordinated Convertible Debentures due
2052 carry Moody's Investors Service's Ba1 rating and Standard &
Poor's BB+ rating.


INFRASOURCE SERVICES: Secures New $225 Million Credit Facility
--------------------------------------------------------------
InfraSource Services, Inc., entered into a six-year credit
agreement with a syndicate of banks led by Bank of America, N.A.
(NYSE: BAC).  The new $225 million secured revolving credit
facility matures on June 30, 2012, and replaces the Company's
previous $85 million revolving credit facility and $84 million
term loan.

The Company's borrowing availability under the new revolving
credit facility is currently $116 million compared to $51 million
under the previous facility.  Initial borrowings will bear
interest at rates that are 150 basis points lower than the
previous facility.  Under the new credit agreement, InfraSource
will have the right to seek additional commitments from lenders to
increase the aggregate commitments up to $350 million.

"We are extremely pleased with the results of our refinancing that
was completed earlier today," Terry Montgomery, senior vice
president and chief financial officer of InfraSource, said.  

"Our new credit facility will provide InfraSource with a lower
cost of capital, increased financial flexibility and a longer
maturity to support our business strategy.  We look forward to
working with Bank of America, the lenders who are continuing from
our previous facility and also those who are new to the
syndicate."

The new facility has customary financial and other covenants
including certain restrictions on liens, investments, indebtedness
and dispositions among others.

As a result of entering into the new credit agreement and
refinancing of the previous credit facilities, the Company expects
to record a non-cash charge in the second quarter 2006 of
approximately $4.3 million related to the write-off of deferred
financing costs.

                        About InfraSource

Headquartered Media, Pennsylvania, InfraSource Services, Inc.
(NYSE: IFS) -- http://www.infrasourceinc.com/-- is one of the  
largest specialty contractors servicing electric, natural gas and
telecommunications infrastructure in the United States.  
InfraSource designs, builds, and maintains transmission and
distribution networks for utilities, power producers, and
industrial customers.

                         *     *     *

Standard & Poor's assigned BB- long-term foreign and local issuer
credit ratings to the Company on May 7, 2004.


INTER VALLEY: A.M. Best Says Financial Strength is Poor
-------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


KAISER ALUMINUM: District Court Consolidates Appellate Proceedings
------------------------------------------------------------------
The U.S. District Court for the District of Delaware has
consolidated for administrative purposes the appellate proceedings
commenced by Law Debenture Trust Company of New York and Liverpool
Limited Partnership with respect to the U.S. Bankruptcy Court for
the District of Delaware's ruling on the Guaranty Subordination
Dispute.

As reported in the Troubled Company Reporter on March 13, 2006,
Law Debenture and Liverpool took an appeal to the District Court
from Judge Judith K. Fitzgerald's:

    (1) order and memorandum decision overruling the Plan
        Objections of Law Debenture and Liverpool Limited
        Partnership;

    (2) order granting Law Debenture's request for reconsideration
        and overruling the Plan Objection; and

    (3) Order overruling the Plan objections of Law Debenture and
        Liverpool and the accompanying Memorandum Decision.

                        Appellants' Briefs

(a) Law Debenture

Law Debenture Trust Company of New York, indenture trustee in
respect of the 1993 Notes, asks the U.S. District Court for the
District of Delaware to reverse the ruling because the Bankruptcy
Court erred in:

    a. its construction of the plain and unambiguous language of
       the 1993 Indenture;

    b. considering extrinsic and parol evidence to construe the
       plain language of the Indenture's subordination
       provisions; and

    c. its conclusion that the fees and expenses incurred by Law
       Debenture should be subordinated to the 1994/96 Note
       Guarantees.

Francis A. Monaco, Jr., Esq., at Monzack and Monaco, P.A., in
Wilmington, Delaware, explains that under the terms of the
Indenture, Kaiser Aluminum Corporation's obligation to pay the
1993 Notes is expressly subordinated to the company's obligation
to pay subsequent senior notes issuances, including the 1994/96
Notes.

However, the Subsidiary Guarantors' obligation to pay the 1993
Note Guarantees is not subordinated to their obligation to pay the
1994/96 Note Guarantees.

Mr. Monaco points out that nothing in the Indenture provides that
the 1993 Note Guarantees are subordinated to the 1994/96 Note
Guarantees.

According to the Bankruptcy Court's analysis, the Subsidiary
Guarantors' obligations under the 1993 Note Guarantees must be
subordinated to their obligations under the 1994/96 Note
Guarantees unless the Indenture expressly says that they are not
subordinated.  This rationale is erroneous, Mr. Monaco asserts.

Furthermore, the Bankruptcy Court's admission of extrinsic and
parol evidence to add subordination terms was improper under New
York law, Mr. Monaco contends.  The Bankruptcy Court failed to
consider authority specific to the construction of the Indenture
as a public indenture, which differs significantly from typical
bilateral private contracts.

The Bankruptcy Court compounded its errors by concluding that Law
Debenture's fees and expenses as trustee should also be
subordinated to payment in full under the 1994/96 Note Guarantees.  
The subordination provisions of the Indenture do not extend to
Kaiser's obligations in respect of the Fees, Mr. Monaco says.

(b) Liverpool

Liverpool Limited Partnership, holder of the 12-3/4% and 9-7/8%
notes issued by Kaiser Aluminum & Chemical Corporation, asserts
that the plain language and structure of the Indenture provides
that the 1993 Guarantees are not subordinated to the 1994/96
Guarantees.  They are only subordinated to the "Senior
Indebtedness of the Subsidiary Guarantors."

Rebecca S. Beste, Esq., at Potter Anderson & Corroon LLP, in
Wilmington, Delaware, says that the Bankruptcy Court failed to
construe the Indenture's subordination provisions strictly and in
accordance with their precise terms.  In effect, it ignored the
difference between the subordination of the 1993 Notes and the
subordination of the 1993 Guarantees.

Moreover, the Bankruptcy Court's overly broad reading of the
Indenture violated established principles of contract
interpretation under New York law, specifically the rule that
governs public indentures.

The Bankruptcy Court further erred in considering extrinsic
evidence to "explain" the terms of the Indenture.  New York law
bars the consideration of extrinsic evidence unless the contract
is ambiguous on its face, Ms. Beste asserts.

Liverpool asks the District Court to reverse the Bankruptcy
Court's ruling on the Guaranty Subordination Dispute and to
conclude that the 1993 Guarantees are not subordinated to the
1994/96 Guarantees.

                   Ad Hoc Committee's Response

The Ad Hoc Committee of Senior Note Holders asserts that Article 3
of the Indenture effects the complete subordination by precluding
any payment with respect to the subordinated notes until after
Kaiser's senior debts are paid in full.

Furthermore, Article 16 of the Indenture expressly subordinates
the 1993 Guarantees to Senior Indebtedness of the Subsidiary
Guarantors, which must be construed to include the 1994/96
Guarantees.  It also confirms the subordination of the Guarantees
in the event of a bankruptcy.

According to Marc J. Phillips, Esq., at Connolly Bove Lodge &
Hutz, LLP, in Wilmington, Delaware, the x-clauses in both articles
reveal the full scope of the intended subordination scheme they
were designed to preserve and negate Law Debenture's central claim
that Article 3 deals only with the Notes and Article 16 deals
solely with Guarantees.

The Ad Hoc Committee also contends that the Bankruptcy Court
properly considered the uncontroverted evidence of the
circumstances surrounding the Indenture.  The evidence
demonstrated the intent of all involved that the 1993 Notes and
Guarantees be fully subordinated debt.

In addition, New York law does not apply special rules of
construction to an Indenture contract.  New York courts do not
recognize a "Rule of Explicitness" for subordination agreements,
Mr. Phillips asserts.

Law Debenture's claim for Fees as a trustee is also subordinated
to the same extent as the 1993 Notes and Guarantees.  The fee
provisions carve out no exception that would permit Law Debenture
to receive payments before senior noteholders are paid in full.

For these reasons, the Ad Hoc Committee asks the District Court to
affirm the Bankruptcy Court's judgment.

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading  
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on
February 12, 2002 (Bankr. Del. Case No. 02-10429), and has sold
off a number of its commodity businesses during course of its
cases.  Corinne Ball, Esq., at Jones Day, represents the Debtors
in their restructuring efforts.  On June 30, 2004, the Debtors
listed $1.619 billion in assets and $3.396 billion in debts.
(Kaiser Bankruptcy News, Issue No. 98; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


KNOLOGY INC: Interest Reduced on First Lien Term Loan
-----------------------------------------------------
Knology, Inc., successfully amended its existing first lien credit
facility reflecting the company's improved credit profile.  The
amendment will reduce the interest rate on the first lien term
loan to LIBOR plus 2.5% from LIBOR plus 5.5%.  Knology currently
has $173.2 million outstanding under the first lien term facility,
and the decrease in the interest rate will reduce Knology's annual
interest expense by $5.2 million.

The amendment will also relax certain operating covenants
contained in the first lien credit facility so that they will be
consistent with those contained in Knology's second lien credit
facility.

"This amendment to our first lien facility is important for
Knology as it reflects the continuing and growing confidence the
debt capital markets have in our company and our business plan,
Rodger L. Johnson, President and Chief Executive Officer of
Knology, Inc. said.  "The transaction adds value to our
shareholders as the reduced interest expense transfers debt cost
of capital to increased free cash flow for the business."

The amendment was arranged by Credit Suisse and Wachovia
Securities.

Headquartered in West Point, Georgia, Knology Inc. (NASDAQ: KNOL)
-- http://www.knology.com/-- provides interactive communications  
and entertainment services in the Southeast.  Knology serves both
residential and business customers with one of the most
technologically advanced broadband networks in the country.  
Innovative offerings include over 200 channels of digital cable
TV, local and long distance digital telephone service with the
latest enhanced voice messaging features, and high-speed Internet
access, which enables consumers to quickly download video, audio
and graphic files using a cable modem.  Knology's fiber-based
business products include Passive Optical Network, which supplies
IP architecture with segmented voice and data bandwidth, and
Managed Integrated Network Solutions, an integrated IP-based
technology, which converges data and voice.

                           *     *     *

As reported in the Troubled Company Reporter on May 16, 2006,
Standard & Poor's Ratings Services assigned its 'B' long-term
corporate credit rating to Knology Inc.  S&P also assigned a 'B'
rating to the Company's $173 million senior secured first-lien
term loan and $25 million revolver and a 'CCC+' rating to its
$97 million senior secured second-lien term loan.  S&P said the
outlook is stable.


LANDS & CO: Case Summary & 13 Largest Unsecured Creditors
---------------------------------------------------------
Debtor: Lands & Co., Inc.
        1901 Wynchase Drive
        Deer Park, Texas 77536

Bankruptcy Case No.: 06-33062

Chapter 11 Petition Date: July 3, 2006

Court: Southern District of Texas (Houston)

Judge: Letitia Z. Clark

Debtor's Counsel: Reese W. Baker, Esq.
                  Baker & Associates LLP
                  5151 Katy Freeway, Suite 200
                  Houston, Texas 77007
                  Tel: (713) 869-9200
                  Fax: (713) 869-9100

Total Assets: $3,300,000

Total Debts:  $2,750,807

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Total Surveyors                  Judgment               $33,650
c/o Ed Wheeler
4721 Garth Road, Suite D-50
Baytown, TX 77521

Costanza & Associates            Judgment               $33,650
Engineering, Inc.
c/o Ed Wheeler
4721 Garth Road, Suite D-50
Baytown, TX 77521

Washington Mutual                Outstanding Debt       $29,500
P.O. Box 78065
Phoenix, AZ 85062-8065

Oldcastle Precast, Inc.          Lawsuit                $21,615

American Express                 Credit Card            $16,392

TXU Energy                       Utility                     $0

Reliant Energy                   Utility                     $0

Piney Wood Sanitation            Sanitation Services         $0

Higginbotham Bros. & Co.         Outstanding Debt            $0

First Bank & Trust               Outstanding Debt            $0

City of Nacogdoches              Utility                     $0
Water Department

City of Lufkin                   Utility                     $0

Central Water Supply             Utility                     $0


LEINER HEALTH: March 25 Balance Sheet Upside-Down by $115 Million
-----------------------------------------------------------------
Leiner Health Products Inc. reported financial results for the
fourth quarter and full year ended March 25, 2006.

At March 25, 2006, Leiner's balance sheet showed a $115,082,000
stockholders' deficit compared to a $122,974,000 stockholders'
deficit at March 26, 2005.

Net sales for the quarter were $173.8 million compared to
$174.6 million for the same period in fiscal 2005, a 0.4%
decrease.  Modest growth in US sales in the fourth quarter of
fiscal 2006 was offset by a $5.4 million sales decline in Canada.  
The U.S. sales increase stems from the continued growth of joint
care products and sales from the PFI acquisition.  

For the 12 months of fiscal 2006, net sales totaled
$669.6 million compared to $684.9 million in the same period of
fiscal 2005, a 2.2% decrease.  U.S. sales increased by nearly
$4 million in fiscal 2006 but this was overshadowed by a
$19.1 million decrease in Canadian sales in the period, a 25.8%
decline.  

The decline in year-to-year Canadian sales resulted from the
decision of a significant OTC supplier to supply certain products
directly to retail customers.  U.S. sales were adversely impacted
by the decline in sales of vitamin E, which is a higher margin
product, and the absence of branded new product sales.

Leiner reported net income of $400,000 for the quarter, compared
to net income of $6.4 million for the same period in fiscal 2005.
Gross profit improved in fourth quarter of fiscal 2006 to 24.5%
versus 24% in fourth quarter of fiscal 2005.  Despite the
improvement in gross margin, net income declined in the fourth
quarter of fiscal year 2006 primarily from higher restructuring
charges, interest expenses, and PFI integration costs.

For the twelve months of fiscal 2006, Leiner recognized a net loss
of $3.8 million, compared to a net loss of $47.9 million for the
same period of fiscal 2005, which included $88 million of
recapitalization charges.  Gross profit declined to $136 million
for fiscal 2006 compared to $172 million in FY05, and gross margin
was 20.4% for fiscal 2006, compared to 25.1% in fiscal 2005.  
Gross margin in the fiscal year 2006 was diluted by the 16.5%
margins in the first six months of the fiscal year, resulting from
the movement in product mix away from higher margin vitamin E to
joint care products, which experienced high raw material costs due
to changing market conditions.  Unabsorbed fixed manufacturing
costs due to customer inventory reductions and reserves for
product returns also impacted gross profit in the first six months
of the fiscal year.

Credit Agreement EBITDA for the quarter was $20.8 million,
compared to $22.1 million for the same period in fiscal 2005.  For
the twelve months of fiscal 2006, Credit Agreement EBITDA was
$74.8 million, compared to $88.4 million for the same period of
fiscal 2005.  Credit Agreement EBITDA is a financial measure used
in the company's Credit Agreement, which required Leiner to have
met a Consolidated Indebtedness to Credit Agreement EBITDA
Leverage Ratio and a Credit Agreement EBITDA to Consolidated
Interest Expense Ratio.  Leiner was in compliance with these
financial covenants as of March 25, 2006.

The Company's financial covenants were amended through unanimous
approval by its secured lenders, effective Sept. 23, 2005.  Credit
Agreement EBITDA is a non-GAAP measure that should not be
considered an alternative to income from operations or net income
as a measure of operating results or cash flows as a measure of
liquidity.

"The reengineering accomplished in fiscal 2006 will serve the
company well in the future," Robert Kaminski, chief executive
officer, commented.  

"Significant landscape changes have taken place during fiscal 2006
in numerous areas including product mix, customer inventories,
global sourcing and quality initiatives, and a substantial
restructuring of the Leiner team.  The principal drivers of the
company's return to more normal profitability include continued
benefits from its scale position in high quality global joint care
raw material sourcing and continued full utilization of the
company's manufacturing plants."  

"The fact that fourth quarter gross margins have returned to 24.5%
is evidence of the hard work of the men and women of Leiner and
the teamwork between Leiner and its valued supplier partners," Mr.
Kaminski continued.

                       About Leiner Health

Headquartered in Carson, California, Leiner Health Products Inc. -
-- http://www.leiner.com/-- is one of America's leading vitamin,  
mineral, nutritional supplement and OTC pharmaceutical
manufacturers.  The company markets products under several brand
names, including Natures Origin, YourLife(R) and Pharmacist
Formula(R).

                           *     *     *

As reported in the Troubled Company Reporter on June 21, 2006,
Standard & Poor's Ratings Services lowered its corporate credit
and other ratings on store brand vitamin manufacturer Leiner
Health Products Inc. to 'B-' from 'B'.  The outlook is revised
to stable from negative.


LINN ENERGY: Earns $21.9 Million in First Quarter Ended March 31
----------------------------------------------------------------
Linn Energy, LLC, filed its quarterly report on Form 10-Q for the
three months ended March 31, 2006, with the Securities and
Exchange Commission on June 30, 2006.  

As a result of the filing, Linn Energy is now current in its
periodic reporting requirements with the SEC.  The Company has
notified Nasdaq of the filing of the Form 10-Q and is now awaiting
confirmation from the Nasdaq Listing Qualifications Panel that it
has regained compliance with all requirements for continued
listing.

In addition, the Company announced financial and operating results
for the three months ended March 31, 2006, and revised guidance
for 2006.

Performance highlights for the first quarter of 2006 as compared
to the first quarter of 2005 include:

   *  Total production up 89% to 1,836 MMcfe from 972 Mmcfe;

   *  Adjusted EBITDA up 362% to $15.7 million from $3.4 million;

   *  Distributable Cash Flow up 459% to $12.3 million from
      $2.2 million; and

   *  Quarterly wells drilled up 314% to 29 wells from 7 wells;

                    First Quarter 2006 Results

For the first quarter of 2006, the Company produced 1,836 MMcfe,
of which approximately 98% was natural gas, representing an
increase of 89% from 972 MMcfe for the same period in 2005.
Average daily production for the quarter was 20.4 MMcfe/d, up 89%
from 10.8 MMcfe/d for the first quarter of 2005.  

The increase in production was attributable to the three
acquisitions completed in 2005 and the drilling of 29 wells during
the first quarter of 2006 and 110 wells in 2005.

Natural gas and oil sales were $16.4 million for the first quarter
of 2006, up 169% from $6.1 million for the same period in 2005.  
Additionally, the Company realized a gain on natural gas
derivatives of $3.3 million and a loss on natural gas derivatives
of $8.6 million for the first quarters of 2006 and 2005,
respectively.

The increase in revenues was attributable primarily to the
increase in production during the period.  An unrealized gain on
natural gas derivatives was recorded in the amount of
$20.9 million during the first quarter of 2006 as compared to an
unrealized loss on natural gas derivatives of $6.6 million during
the same period in 2005.  These unrealized amounts represent non-
cash gains and losses, respectively, for the periods indicated.

The weighted average realized natural gas and oil price was
$9.72/Mcfe for the first quarter of 2006, as compared to
$5.85/Mcfe for the same period in 2005.  For the first quarters of
2006 and 2005, Linn Energy hedged approximately 100% and 89%,
respectively, of the Company's natural gas production at weighted
average prices of $9.23/Mcf and $5.58/Mcf, respectively.

Operating expenses totaled $3.0 million, or $1.63/Mcfe, for the
first quarter of 2006, as compared to $1.8 million, or $1.87/Mcfe,
for the first quarter of 2005.  The increase in operating expenses
was due to the increase in the number of wells as a result of the
three acquisitions completed in 2005 and drilling activities
during 2005 and the first quarter of 2006.

General and administrative expenses were $9.5 million, including
approximately $2.0 million of one-time bonuses paid in connection
with the Company's initial public offering and $5.7 million of
unit-based compensation expense, for the first quarter of 2006, as
compared to $500,000 for the first quarter of 2005.

Excluding the one-time bonuses, which were paid out of proceeds
from its IPO, and the unit-based compensation expense, which
represents a non-cash charge based on equity-related compensation,
the Company incurred general and administrative expenses of
$0.97/Mcfe in the first quarter of 2006 and $0.49/Mcfe for the
same period in 2005.

The increase was due to the Company's rapidly growing operations
and increasing its staffing level to manage the additional wells
acquired and drilled in 2006 and 2005, as well to perform the
functions associated with being a public company.

Net income for the first quarter of 2006 was $22.0 million, which
represents an increase of $34.4 million from a net loss of
$12.4 million for the same period in 2005.

"Adjusted EBITDA" for the first quarter of 2006 was $15.7 million,
up 362% from $3.4 million for the same period in 2005.  
"Distributable Cash Flow" for the first quarter of 2006 was
$12.3 million, up 459% from $2.2 million for the first quarter of
2005.  

                        Unit Distributions

On April 24, 2006, Linn Energy announced a cash distribution for
ther first quarter 2006 of $0.32 per unit for all of its
outstanding units, which reflected an initial quarterly
distribution amount of $0.40 per unit adjusted for the partial
period from the Company's closing of the initial public offering
on Jan. 19, 2006, through March 31, 2006.  The distribution was
paid on May 15, 2006, to unitholders of record at the close of
business on May 5, 2006.

Full-text copies of the Company's financial statements are
available for free at http://ResearchArchives.com/t/s?cf0

                        About Linn Energy

Headquartered in Pittsburgh, Pennsylvania, Linn Energy LLC
(Nasdaq: LINE) -- http://www.linnenergy.com/-- is an independent  
natural gas company focused on the development and acquisition of
natural gas properties in the Appalachian Basin, primarily in West
Virginia, Pennsylvania, New York and Virginia.

At March 31, 2006, the Company's balance sheet showed $105,187,000
in unitholders' capital compared to a $46,831,000 unitholders'
deficit at March 31, 2005.


LORBER INDUSTRIES: Hires Steven Scandura as Collection Counsel
--------------------------------------------------------------
The Hon. Thomas B. Donovan of the U.S. Bankruptcy Court for the
Central District of California in Los Angeles allowed Lorber
Industries of California to employ The Law Offices of Steven P.
Scandura as its special counsel.

The Debtor seeks Steven Scandura's services to collect accounts
receivable from:

   -- Sweet for Two for $35,000;
   -- Anchor Expectations for $50,000;
   -- LTA for $16,000;
   -- Over the Border for $20,000; and
   -- Nixon for $105,000

Steven Scandura will assist the Debtor with the collection of
outstanding accounts receivable prior to filing of a suit and, if
litigation becomes necessary, will file and prosecute litigation.

The Firm will be paid a contingency fee equal to 30% of any
settlement or recovery that is obtained prior to the filing of a
lawsuit or demand for binding arbitration in the matter, or 35% of
any settlement or recovery that is obtained after a lawsuit is
filed.

The Debtor assured the Court that Steven Scandura does not hold or
represent any interest adverse to its estate.

Headquartered in Gardena, California, Lorber Industries of
California -- http://www.lorberind.com/-- manufactures texturized   
and knitted fabrics.  The company filed for chapter 11 protection
on Feb. 10, 2006 (Bankr. C.D. Calif. Case No. 06-10399).  Joseph
P. Eisenberg, Esq., at Jeffer, Mangels, Butler & Marmaro LLP,
represents the Debtor in its restructuring efforts.  Reem J.
Bello, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP
represents the Official Committee of Unsecured Creditors.  The
Debtor's schedules show $25,580,387 in assets and $24,740,726 in
liabilities.


LOVESAC CORP: Delaware Court Approves Disclosure Statement
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware approved,
on June 29, 2006, the Disclosure Statement explaining the Joint
Plan of Liquidation filed by The LoveSac Corporation and its
debtor-affiliates and the Official Committee of Unsecured
Creditors.

The Court determined that the Disclosure Statement contained
adequate information -- the right amount of the right kind
necessary for creditors to make informed decisions -- as required
by Section 1125 of the Bankruptcy Code.

                       Treatment of Claims

As reported in the Troubled Company Reporter on June 19, 2006,
under the Plan, these claims are entitled to full recovery:

   1. Class 1 Other Priority Claims;
   2. Class 2 Secured Tax Claims;
   3. Class 4-C Secured Claims of Celtic Bank Corp.;
   4. Class 4-F Secured Claims of G&G LLC;
   5. Class 4-G Secured Claims of REM LLC;
   6. Class 4-H Secured Claims of Triple Net Investments; and
   7. Class 4-K Miscellaneous Secured Claims.

Pursuant to an asset purchase agreement, five creditors agreed to
assign any distribution received on their claims to the
liquidating trust for the sole benefit of the Class 5A through 5E
Unsecured Creditors.  These creditors will not receive any
distribution on account of their claims:

   1. Class 4-A Secured Claims of Barfair, Ltd.;

   2. Class 4-B Secured Claims of Brand Equity Ventures II, LP;

   3. Class 4-D Secured Claims of Dinesh Patel;

   4. Class 4-J Secured Claims of Walnut Investment
      Partners, LP; and

   5. Class 4-J Secured Claims of Walnut Private Equity Fund, LP.

The Debtors will surrender a 2003 Ford Econoline Van to Ford
Credit in full satisfaction of Ford Credit's secured claim.

Class 3 DIP Financing Claims will be assumed by the purchaser,
without recourse to the Debtors or the Liquidating Trust.  The
Debtors' estates will have no further liability for the claims
upon assumption.

Holders of these claims will receive a pro rata share of their
claims from 0% to 50%:

   1. Class 5-A General Unsecured Claims;
   2. Class 5-B Deficiency Claim of G&G;
   3. Class 5-C Triple Net Investments Deficiency Claim;
   4. Class 5-D Celtic Bank Deficiency Claims; and
   5. Class 5-E REM Deficiency Claim.

Class 5-F Series A Deficiency Claims and Class 6 Interest Claims
will receive nothing under the Plan.

A full-text copy of LoveSac Corp.'s Chapter 11 Liquidation Plan is
available for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052444

A Disclosure Statement explaining that Plan is available
for a fee at:

    http://www.researcharchives.com/bin/download?id=060616052013

The Court will consider confirmation of the plan at 11:30 a.m., on
July 26, 2006.  Objections, if any, must be filed by July 17,
2006.

Headquartered in Salt Lake City, Utah, The LoveSac Corporation --
http://www.lovesac.com/-- operates and franchises retail stores     
selling beanbags furniture.  The LoveSac Corp. and three
affiliates filed for chapter 11 protection on Jan. 30, 2006
(Bankr. D. Del. Case No. 06-10080).  Anthony M. Saccullo, Esq.,
and Charlene D. Davis, Esq., at The Bayard Firm and P. Casey
Coston, Esq., at Squire, Sanders & Dempsey LLP represent the
Debtors in their restructuring efforts.  Michael W. Yurkewicz,
Esq., at Klehr Harrison Harvey Branzburg & Ellers represents the
Official Committee of Unsecured Creditors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $10 million to $50 million.


M-PLAN INC: A.M. Best Says Financial Strength is Marginal
---------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


MARKWEST ENERGY: Plans to Use $115.6 Mil. Proceeds to Repay Debt
----------------------------------------------------------------
MarkWest Energy Partners, L.P., priced its offering of 3,000,000
common units representing limited partner interests at $39.75 per
common unit.  The Partnership intends to use the net proceeds from
the offering of approximately $115.6 million, which includes a
capital contribution from its general partner to maintain its 2%
general partner interest in the Partnership, to repay debt under
its secured bank credit facility.  The Partnership has granted the
underwriters a 30-day option to purchase a maximum of 450,000
additional common units to cover over-allotments, if any.

RBC Capital Markets Corporation and Wachovia Capital Markets, LLC
acted as joint book-running managers for the offering.  In
addition, A.G. Edwards & Sons, Inc., Credit Suisse Securities
(USA) LLC, J.P. Morgan Securities Inc., KeyBanc Capital Markets, a
division of McDonald Investments Inc. and Stifel, Nicolaus &
Company, Incorporated, acted as co-managers for the offering.  

Copies of the prospectus and records relating to the offering may
be obtained from the offices of:

     RBC Capital Markets Corporation
     60 South 6th Street, 17th Floor
     Minneapolis, MN 55402
     Tel: (612) 371-2818
     Fax: (612) 371-2837)
   
                or

     Wachovia Capital Markets, LLC
     375 Park Avenue
     New York, NY 10152

Based in Engelwood, Colorado, MarkWest Energy Partners, L.P.
(Amex: MWE) -- http://www.markwest.com/-- is a publicly traded  
master limited partnership with a solid core of midstream assets
and a growing core of gas transmission assets.  It is the largest
processor of natural gas in the Northeast and is the largest gas
gatherer of natural gas in the prolific Carthage field in east
Texas.  It also has a growing number of other gas gathering and
intrastate gas transmission assets in the Southwest, primarily in
Texas and Oklahoma.

                         *     *     *

Moody's Investors Service's assigned a B2 senior unsecured debt
rating to Markwest Energy Partners, L.P., on Dec. 6, 2005.


MEDISCIENCE TECH: Morison Cogen Expresses Going Concern Doubt
-------------------------------------------------------------
Morison Cogen, LLP, in Bala Cynwyd, Pennsylvania, raised
substantial doubt about Mediscience Technology Corporation's
ability to continue as a going concern after auditing the
Company's consolidated financial statements for the fiscal year
ended Feb. 28, 2006.  The auditor pointed to the Company's
significant losses from operations, zero revenues, negative
working capital, and accumulated deficit.

The Company reported a $2,198,668 net loss on zero revenue for the
year ended Feb. 28, 2006.

At Feb. 28, the Company's balance sheet showed $1,259,255 in total
assets and $3,152,662 in total liabilities, resulting in a
$1,893,407 stockholders' deficit.

The Company's February 28 balance sheet also showed strained
liquidity with $140,666 in total current assets available to pay
$3,152,662 in total current liabilities coming due within the next
12 months.

The Company expects to incur substantial additional costs before
generating income from product sales, including costs related to
ongoing research and development activities, pre-clinical studies
and regulatory compliance.  

A full-text copy of the Company's 2006 Annual Report is available
for free at http://researcharchives.com/t/s?cda

Mediscience Technology Corp. -- http://medisciencetech.com/-- and    
its New York subsidiary, Medi-photonics Development Company LLC,
is engaged in the design, development and commercialization of
medical devices that detect cancer and physiological change using
frequencies of light that are emitted, scattered and absorbed to
distinguish malignant, precancerous, or benign tissues from normal
tissues.


MERIDIAN AUTOMOTIVE: Reaches Consensual Pact with Major Creditors
-----------------------------------------------------------------
Meridian Automotive Systems, Inc., has reached a consensual
agreement with its major creditor constituency classes.
Consequently, Meridian has filed a Third Amended Plan of
Reorganization and an Amended Disclosure Statement with the United
States Bankruptcy Court for the District of Delaware to reflect
the new arrangement.  Meridian has asked the Bankruptcy Court to
continue the Disclosure Statement hearing currently scheduled for
June 27, 2006, until July 17, 2006.

"We are extremely pleased to have achieved a consensual plan
supported by our major creditor constituencies.  This will enable
us to emerge from Chapter 11 in a quick, uncontested and orderly
manner.  We also are committed to completing the remaining steps
to emerge from Chapter 11 as efficiently as possible," Richard E.
Newsted, Meridian's president and chief executive officer, said.

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. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


MERIDIAN AUTOMOTIVE: Files 3rd Amended Plan & Disclosure Statement
------------------------------------------------------------------
On June 30, 2006, Meridian Automotive Systems, Inc., and its
eight debtor-affiliates delivered to the U.S. Bankruptcy Court for
the District of Delaware their Third Amended Joint Plan of
Reorganization and Disclosure Statement.

The Third Amended Plan, among others, adds another batch of
defined terms, amends the treatment of some classes of claims,
revises the Preferred Equity Offering and gives assurance on the
continuance of the Company's retiree benefits program.

Meridian President and Chief Executive Officer Richard E. Newsted
discloses that the principal purpose of the Third Amended Plan is
to effect a balance sheet restructuring pursuant to which the
Prepetition First Lien Claims will be satisfied, while the
Holders of Prepetition Second Lien Claims will receive, among
other things, their Pro Rata share of substantially all of the
New Common Stock to be issued.

                       Treatment of Class 3
                  Prepetition First Lien Claims

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

   (i) the Lien Avoidance Release;

  (ii) cash equal to 80% of its Allowed Prepetition First Lien
       Claim;

(iii) (A) Class A Convertible Preferred Stock having an
           aggregate Class A Stated Value equal to 20% of the
           Holder's Allowed Prepetition First Lien Claim; or

       (B) if the Holder delivers to Reorganized Meridian a
           properly completed Cash Election Form prior to the
           Cash Election Deadline, cash in an amount equal to 15%
           of its Allowed Prepetition First Lien Claim; and

  (iv) consent fee equal to $0.50 for each $100 of its Allowed
       Prepetition First Lien Claim.

Under the Plan, Prepetition First Lien Claims will be deemed
allowed on the Effective Date in the aggregate principal amount
of $303,400,000, plus:

   (i) outstanding accrued interest through the Effective Date
       pursuant to the DIP Order; and

  (ii) all reasonable fees, expenses and costs payable in respect
       of the Prepetition First Lien Claims under the Prepetition
       First Lien Credit Agreement;

minus amounts repaid prior to the Effective Date, if any.

By accepting the Plan as a Class, and subject to (x) the
occurrence of the Effective Date, and (y) the receipt of the cash
or Class A Convertible Preferred Stock, all Holders of
Prepetition First Lien Claims will be deemed to have waived and
relinquished any rights under the Intercreditor Agreements.

In addition, on the Effective Date, each Prepetition Letter of
Credit will be returned to the issuer undrawn and marked
canceled.

                       Treatment of Class 4
              Prepetition Second Lien Secured Claims

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

   (i) its Pro Rata share of New Common Stock;

  (ii) the right, through the Preferred Equity Rights Offering,
       to acquire for cash its Pro Rata share of a number of
       shares of Class A Convertible Preferred Stock equal to
       that number of shares of Class A Convertible Preferred
       Stock that were not issued to Holders of Allowed
       Prepetition First Lien Claims in accordance with the Plan
       because of the election by the Holders, if any, to receive
       the Cash Option;

(iii) the Lien Avoidance Release; and

  (iv) each of the Committed Holders will receive a share of a
       total commitment fee equal to $8,000,000, based upon the
       structure of the commitment fee and the Committed Holder's
       commitment, each as described in the Preferred Equity
       Funding Agreement, payable in Class A Convertible
       Preferred Stock.

Under the Plan, Prepetition Second Lien Claims will be deemed
allowed on the Effective Date in the aggregate amount of
$180,000,000, which includes all principal and outstanding
interest accrued prior to the Petition Date, and all reasonable
fees, expenses and costs payable in respect of the Prepetition
Second Lien Claims under the Prepetition Second Lien Credit
Agreement pursuant to the DIP Order minus amounts repaid prior to
the Effective Date, if any, provided that:

   (x) Claims in Class 4 will be deemed Allowed in the aggregate
       amount of $55,000,000; and

   (y) Claims in Class 5 will be deemed Allowed in the aggregate
       amount of $125,000,000.

                    Preferred Equity Offering

In accordance with terms of their Preferred Equity Funding
Agreements, the Committed Holders and the Final Committed
Holders, in the aggregate, will purchase for cash, at a purchase
price equal to $75 for every $100 of Class A Stated Value, the
number of shares of Class A Convertible Preferred Stock equal to
the aggregate number of shares of Class A Convertible Preferred
Stock that would have been issued to Holders of Allowed
Prepetition First Lien Claims under the Plan, but that were not
issued to the Holders because of the election by those Holders,
if any, to receive the Cash Option, and the Committed Holders
will be entitled to a commitment fee as provided for in the
Preferred Equity Funding Agreement.

An Additional Committed Holder is a Holder of a Prepetition
Second Lien Secured Claim who executes a funding agreement in the
form attached to the Preferred Equity Funding Agreement.

The Cash Election Deadline is set at 5:00 p.m. prevailing Eastern
time, on the day that is five days after the Effective Date.

                         Retiree Benefits

In accordance with Section 1114 of the Bankruptcy Code, the Plan
discloses that the Debtors have reached agreements with the
unions representing retirees from the Centralia and Ionia GenCorp
plants for the modification of retiree medical benefits at those
plants.  The Court has approved the agreements pursuant to
Section 363 of the Bankruptcy Code.

A full-text copy of the blacklined Third Amended Plan of
Reorganization is available for free at
http://ResearchArchives.com/t/s?d08

A full-text copy of the blacklined Third Amended Disclosure
Statement is available for free at
http://ResearchArchives.com/t/s?d08

                         Plan Compendium

The Debtors also delivered to the Court a second Plan Compendium
to the Third Amended Plan on June 30, 2006.

The Second Plan Compendium contains:

1. Preferred Equity Funding Agreement

    The Committed Holders and the Final Committed Holders commit,
    in connection with the implementation of the Plan:

       (i) in the case of the Committed Holders, not to elect the
           Cash Option on account of their Prepetition First Lien
           Claims; and

      (ii) to purchase, for the Offering Amount, a number of
           shares of Class A Convertible Preferred Stock equal to
           an aggregate number of shares of Class A Convertible
           Preferred Stock that were not issued to Holders of
           Allowed Prepetition First Lien Claims in accordance
           with Section 3.3(b)(iii)(A) of the Plan because of the
           election by Holders Prepetition First Lien Claims, if
           any, to receive the Cash Option.

     A full-text copy of the Revised Preferred Equity Funding
     Agreement is available for free at
     http://ResearchArchives.com/t/s?d09

2. Certificate of Designation for the Class A Convertible
   Preferred Stock

    Each share of Class A Convertible Preferred Stock will have a
    liquidation preference equal to the greater of:

       (i) the Class A Stated Value for the share, plus an amount
           equal to all dividends accrued and unpaid on the share
           up to the date fixed for distribution; and

      (ii) the amount that would have been payable on the
           share(s) of New Common Stock into which the share of
           Class A Convertible Preferred Stock is convertible as
           of the date fixed for distribution had all outstanding
           shares of Class A Convertible Preferred Stock then
           been converted into New Common Stock.

    The initial Class A Stated Value of the shares will be $100;
    however, in the event that a cash dividend is not declared
    and paid on any payment date in the full specified amount,
    accumulated and unpaid dividends will instead be added to and
    increase the Class A Stated Value on the payment date and
    will no longer be considered accumulated or unpaid dividends
    for any purposes.

    Class A Convertible Preferred Stock will earn dividends at
    12.5% per annum, payable annually in cash.  Accumulated and
    unpaid cash dividends will be added to the Class A Stated
    Value.

    In addition, if there has been declared and paid, or set
    aside for payment, on each share of New Common Stock then
    outstanding an aggregate amount of cash dividends equal to:

       (i) the aggregate amount of cash dividends paid or payable
           on the then outstanding shares of Class A Convertible
           Preferred Stock since the first issuance of any share
           of Class A Convertible Preferred Stock, divided by

      (ii) the aggregate number of shares of New Common Stock
           into which the then outstanding shares of Class A
           Convertible Preferred Stock are then convertible in
           accordance with the terms of the Certificate of
           Designation,

    then Reorganized Meridian will declare and pay, concurrently
    with the declaration of the dividend or distribution on the
    New Common Stock, a dividend or distribution on the Class A
    Convertible Preferred Stock in an amount per share of Class A
    Convertible Preferred Stock equal to the dividend or
    distribution declared and paid on the share(s) of New Common
    Stock into which the share of Class A Convertible Preferred
    Stock is convertible in accordance with the terms of the
    Certificate of Designation on the date as of which the
    dividend or distribution is so declared.

    A full-text copy of the Amended Certificate of Designation
    for the Class A Convertible Preferred Stock is available for
    free at http://ResearchArchives.com/t/s?d0a

3. Litigation Trust

    A number of provisions and definitions under the Litigation
    Trust have been omitted.

    The Plan provides that after the payment of expenses incurred
    in prosecuting the Avoidance Actions and the Reserved
    Actions, General Unsecured Claim Trust Interests in the
    Litigation Trust distributed to Holders of General Unsecured
    Claims with respect to the assets of the Litigation Trust
    will be paid the next $1,750,000 of the net proceeds.
    Prepetition Second Lien Claim Trust Interests will be paid
    86% of the remaining proceeds, and General Unsecured Claim
    Trust Interests will receive 14% of the remaining net
    proceeds.

    A full-text copy of the Amended Litigation Trust is available
    for free at http://ResearchArchives.com/t/s?d0b

4. Amended Certificate of Incorporation of Reorganized Meridian,
   a full-text copy of which is available for free at
   http://ResearchArchives.com/t/s?d0c

5. Amended By-Laws of Reorganized Meridian, a full-text copy of
   which is available for free at
   http://ResearchArchives.com/t/s?d0d

6. Amended New Shareholders Agreement, a full-text copy of which
   is available for free at http://ResearchArchives.com/t/s?d0e

7. Agreement of Plan and Merger, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c64

8. Michigan Merger Certificate, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c65

9. Delaware Merger Certificate, a full-text copy of which is
   available for free at http://ResearchArchives.com/t/s?c66

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. 32;
Bankruptcy Creditors' Service, Inc., 215/945-7000).


METALFORMING TECH: Ct. Extends Claims Objection Period to Aug. 25
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware extended
until Aug. 25, 2006, the time within which Metalforming
Technologies, Inc., its debtor-affiliates and the Official
Committee of Unsecured Creditors can file objections to claims.

As reported in the Troubled Company Reporter on June 21, 2006, the
Court confirmed the Debtors' confirmed the Amended Joint Chapter
11 Plan.  Since the Effective Date, the Debtors have been
carefully reviewing and analyzing administrative, priority and
secured claims.

In addition, the Committee has been attempting to settle many of
the general unsecured claims against the Debtors, continues to
determine whether objections should be filed to invalid or
deficient claims.

The Parties believe that the extension will provide them more time
to analyze claims, prepare and file objections to claims and where
appropriate, attempt to consensually resolve disputed claims.

Headquartered in Chicago, Illinois, Metalforming Technologies,
Inc., and its debtor-affiliates manufacture seating components,
stamped and welded powertrain components, closure systems,
airbag housings and charge air tubing assemblies for automobiles
and light trucks.  The Company and eight of its affiliates filed
for chapter 11 protection on June 16, 2005 (Bankr. D. Del. Case
Nos. 05-11697 through 05-11705).  Michael E. Foreman, Esq., Sanjay
Thapar, Esq., and Lia M. Pistilli, Esq., at Proskauer Rose LLP,
and Joel A. Waite, Esq., Robert S. Brady, Esq., Sean Matthew
Beach, Esq., and Timothy P. Cairns, Esq., at Young Conaway
Stargatt & Taylor LLP represent the Debtors in their restructuring
efforts.  Francis J. Lawall, Esq., at Pepper Hamilton LLP
represents the Official Committee of Unsecured Creditors.  Robert
del Genio at Conway, Del Genio, Gries & Co., LLC, provides the
Debtors with financial and restructuring advice and Larry H.
Lattig at Mesirow Financial Consulting LLC serves as the
Committee's financial advisor.  As of May 1, 2005, the Debtors
reported $108 million in total assets and $111 million in total
debts.


MUSICLAND HOLDING: Excell Wants Court's Ruling on Two Contracts
---------------------------------------------------------------
Excell Marketing, L.C., asks the U.S. Bankruptcy Court for the
Southern District of New York to rule that its Contracts are not
executory and therefore cannot be rejected.

As reported in the Troubled Company Reporter on June 7, 2006,
Musicland Holding Corp. and its debtor-affiliates asked the
Court's authority to reject, as of May 26, 2006, 122 executory
contracts and unexpired leases pursuant to the Court-approved
Expedited Rejection Procedures.

Excell Marketing is a party to a marketing agreement and an
indemnification agreement with the Debtors.

Martin P. Ochs, Esq., at Ochs & Goldberg, LLP, in New York,
contends that the Marketing Agreement does not have substantial
performance to be rendered by either Excell or the Debtors and
therefore is not executory.

Moreover, the Indemnity Agreement is not executory because a
contract where the only remaining performance is cash payment is
not executory, Mr. Ochs says.

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


NETGURU INC: Haskell & White Raises Going Concern Doubt
-------------------------------------------------------
Haskell & White LLP in Irvine, Calif., raised substantial doubt
about netGuru, Inc.'s ability to continue as a going concern after
auditing the Company's consolidated financial statements for the
year ended March 31, 2006.  The auditor pointed to the Company's

   -- operating losses;

   -- negative cash flows from operations;

   -- sale of a significant portion of its operating assets;

   -- partial liquidation distribution to stockholders during
      the year ended March 31, 2006; and

   -- contemplation of selling additional operating assets.

Net revenues for the quarter were $1.10 million, compared to
$1.13 million in fourth-quarter fiscal 2005.  Revenues from
collaborative software sales and services were $274,000, compared
to $203,000 in fourth-quarter last year; revenues from IT services
were $822,000, compared to $926,000.  Gross profit for the quarter
was $517,000 versus $554,000 in fourth-quarter a year ago.

Total operating expenses for the quarter increased $360,000 to
$1.56 million from $1.20 million in fourth-quarter fiscal 2005 due
primarily to an increase in lawsuit settlements and professional
fees.  Operating loss for the quarter was $1.04 million, compared
to an operating loss of $647,000 in fourth-quarter last year.

Net loss for the quarter was $1.85 million and included a loss
from continuing operations of $927,000 and a loss from
discontinued operations of $925,000.  For fiscal 2005 fourth
quarter, net income was $138,000 and included a loss from
continuing operations of $769,000 and income from discontinued
operations of $907,000.

Net revenues for fiscal 2006 were $3.87 million, compared to
$4.55 million in fiscal 2005.  Net revenues from collaborative
software products and services were $969,000 versus $748,000 in
fiscal 2005, and net revenues from IT services were $2.90 million
versus $3.80 million in the prior fiscal year.  Gross profit for
fiscal 2006 was $1.63 million, compared to $1.99 million in fiscal
2005.

Operating expenses for fiscal 2006 totaled $7.76 million, which
included an impairment charge of $2.92 million to account for a
third-quarter write off of goodwill related to the IT services and
collaborative software divisions.  Operating expenses in fiscal
2005 were $4.38 million.  Operating loss for fiscal 2006 was
$6.13 million versus an operating loss of $2.39 million in fiscal
2005.

Net income for fiscal 2006 was $14.7 million and included a loss
from continuing operations of $6.57 million and income from
discontinued operations of $21.2 million.  Net loss for fiscal
2005 was $788,000 and included a loss from continuing operations
of $2.79 million and income from discontinued operations of
$2.00 million.

On Nov. 18, 2005, the Company completed the sale of its Research
Engineers International business to Bentley Systems, Incorporated,
and in January 2006 the Company sold its French subsidiary.  All
amounts pertaining to the Company's REI business and French
subsidiary are accounted for as discontinued operations.  Final
fiscal 2006 year-end results included a net gain on sale of the
REI business of $21.5 million.

The Company commented that a special committee of its board of
directors has been evaluating the possible divestiture of some of
or all of the Company's remaining assets and operations, as well
as possible mergers and/or strategic acquisitions for the Company
and its information technology, collaborative software, and
engineering business process outsourcing businesses.  Discussions
with public and private entities have been, or are being, held
involving potential asset purchases, common stock purchases, and
reverse mergers.  The Company anticipates entering into merger or
sale agreement with one or more parties; however, neither the
timing nor completion of a deal can be assured.

The Company further commented that its future capital requirements
will depend upon many factors, including sales and marketing
efforts, the development of new products and services, possible
future corporate mergers or strategic acquisitions or
divestitures, the progress of research and development efforts,
and the status of competitive products and services.  The Company
believes that the proceeds that remain from its sale of its REI
business, together with its operating revenues and the proceeds
from the sale of its French subsidiary, will be adequate to
extinguish all of its remaining liabilities and fund its current
operations through October 2006.  However, to the extent the
Company is in need of any additional financing, there can be no
assurance that any such additional financing will be available on
acceptable terms, or at all.  In addition, any future financing
may cause significant dilution to existing stockholders.

A full-text copy of the Company's annual report is available for
free at http://ResearchArchives.com/t/s?ce4

                           About netGuru

netGuru, Inc. (Nasdaq: NGRU) -- http://www.netguru.com/-- offers  
engineering business process outsourcing services for the
architecture, engineering, and construction industry; document and
project collaboration software and solutions for those industries;
enterprise software providers, software integrators, and other
businesses engaged in document and project-centric operations; and
technical services and support.  netGuru offices are located in
the United States, Europe, and India.


NEXIA HOLDINGS: Unit Secures $1 Million Term Loan from Sentry
-------------------------------------------------------------
Nexia Holdings Inc. reported that its subsidiary Wasatch Capital
Corp., the owner of the Wallace Bennett Building, located on 100
South in downtown Salt Lake City, received a conditional approval
from Sentry Capital with regard to lending $1 million to Wasatch
secured by the Wallace Bennett Building.

The terms of the loan contemplated by the conditional approval
include a total loan in the sum of $1 million; a term of 10 years,
with an interest rate of 7% fixed for 10 years and would provide
for monthly payments based upon a 30-year amortization.  If this
proposal for long-term financing for Wasatch closes on the terms
set forth above, the reclassification of the loans held by Wasatch
from short-term debt to long-term debt would substantially
decrease Nexia's working capital deficit, from the $971,535
reported as of Dec. 31, 2005, to an estimated $180,000.

"Wasatch will not only obtain long-term financing but will receive
in excess of $100,000 in cash which may be used for further
improvements to the property," Richard Surber, Nexia's president,
said.  "I fully expect Wasatch to have permanent long-term
financing in place within the next 30 to 60 days.  The $1 million
in refinancing coupled with the receipt of a substantial block of
freely tradable DVFN.OB shares, discussed in our recent Form 8-K,
should bring our working capital deficit to a surplus in the next
30 to 60 days."

                       About Nexia Holdings

Headquartered in Salt Lake City, Utah, Nexia Holdings Inc. (OTCBB:
NEXH) -- http://www.nexiaholdings.com/-- engages in the  
acquisition, lease, management, and sale of real estate properties
in the continental United States, through its subsidiaries.  It
operates, owns, or has interests in a portfolio of commercial,
industrial, and residential properties.  The company's commercial
properties comprise Wallace-Bennett Building, and a one-story
retail building in Salt Lake City, Utah; and an office building in
Kearns, Utah.  Its residential property comprises a condominium
unit located in close proximity to Brian Head Ski Resort and the
surrounding resort town in southern Utah.  The company's
industrial property includes Parkersburg Terminal in Parkersburg,
West Virginia.  It also owns parcels of undeveloped land in Utah
and Kansas.

                       Going Concern Doubt

De Joya Griffith & Company, LLC, raised substantial doubt about
the Company's ability to continue as a going concern after
auditing the Company's financial statements for the year ended
Dec. 31, 2005.  The auditor pointed to the Company's cumulative
operating losses and negative working capital.  At March 31, 2006,
the Company reported a total comprehensive loss of $294,956 ; an
accumulated deficit of $13,508,547; and a working capital deficit
of $1,266,397.


NORTHWESTERN CORP: Resolves City of Livonia ERS Lawsuit
-------------------------------------------------------
The City of Livonia Employees' Retirement System reached a
preliminary settlement in a shareholder action against the Board
of Directors of South Dakota-based NorthWestern Corporation.

In November 2005, the Retirement System filed a shareholder action
asserting that NorthWestern's directors and senior officers had
breached their fiduciary duties by failing to respond in good
faith to outstanding offers to purchase the Company.  Plaintiff's
action also alleged that defendants had taken steps, including
enacting a poison pill, designed to entrench themselves and
protect their own interests at the expense of, and to the
detriment of, NorthWestern and its public shareholders.

Shareholders led by the Retirement System demanded that the Board
reverse course, give good faith consideration to the outstanding
offers to purchase NorthWestern and negotiate in good faith for a
sale of the Company.  

The Retirement System also sought and obtained a Court order
expediting a trial on the propriety of the Board's enactment of
the poison pill.  During trial preparation, the Retirement System
and its counsel continued to negotiate with defendants concerning
the poison pill issue and the sale of the Company.  Thereafter,
defendants agreed to be acquired by Babcock & Brown
Infrastructure, Ltd. for $37 dollars per share.  NorthWestern
shareholders will receive $200 million more via this transaction
than the trading price of NorthWestern's shares at the time the
action was commenced.

Pursuant to the terms of the settlement, which remains subject to
Court approval, NorthWestern agreed to redeem the poison pill upon
the earlier of stockholder approval of the Agreement and Plan of
Merger with BBI or upon termination of the Merger Agreement with
BBI.  Additionally, defendants agreed that the Board may not enact
another poison pill without first obtaining shareholder approval
or, in the case of exigent circumstances, without obtaining
shareholder ratification of any such pill.

"The Retirement System vigorously prosecuted this case in an
effort to force the Board to maximize shareholder value through an
open and fair sales process," Darren J. Robbins of Lerach Coughlin
Stoia Geller Rudman & Robbins LLP, counsel for the Retirement
System, said.  "The Retirement System was committed to taking all
appropriate actions to enhance shareholder value for NorthWestern
and its shareholders and has achieved this result for all
NorthWestern shareholders."

Gerald G. Sabo, Trustee and Treasurer for the Retirement System,
similarly noted that, "the City of Livonia Employees' Retirement
System is pleased that the vigorous prosecution of this action has
helped achieve an increase of almost $200 million in value for
NorthWestern shareholders."

Lerach Coughlin -- http://www.lerachlaw.com/-- a 180-lawyer firm  
with offices in San Diego, San Francisco, Los Angeles, New York,
Boca Raton, Washington, D.C., Houston, Philadelphia and Seattle,
is active in major litigations pending in federal and state courts
throughout the United States and has taken a leading role in many
important actions on behalf of defrauded investors, consumers, and
companies, as well as victims of human rights violations.

                    About NorthWestern Energy

Headquartered in Sioux Falls, South Dakota, NorthWestern Energy
(NASDAQ:NWEC) -- http://www.northwesternenergy.com/-- provides  
electricity and natural gas in the Upper Midwest and Northwest,
serving approximately 628,500 customers in Montana, South Dakota
and Nebraska.

                          *     *      *

As reported in the Troubled Company Reporter on May 1, 2006,
Moody's Investors Service affirmed the ratings of NorthWestern
Corporation.  The rating outlook for Northwestern remains
positive.  The action follows the announcement that Northwestern
had entered into a purchase and sale agreement with Babcock &
Brown Infrastructure, for BBI's purchase of all of the shares of
NOR.  Moody's also affirmed NOR's other ratings, including its
senior secured debt of Ba1, senior unsecured debt of Ba2 and its
SGL-2 liquidity rating.


PENN TRAFFIC: Lenders Extend Deadline to Deliver Audited Reports
----------------------------------------------------------------
The Penn Traffic Company disclosed that it would be further
delaying the finalization and release of its audited financial
statements for its 2003, 2004, 2005 and 2006 fiscal years, in
light of governmental investigations seeking information relating
to the Company's promotional and allowance practices and policies.

At Penn Traffic's request, the lenders under Penn Traffic's
$164 million revolving credit facilities have agreed to extend the
June 30, 2006, deadline for delivery of its audited financial
statements to Sept. 30, 2006, enabling Penn Traffic to continue to
access fully its working capital facility.  

At June 15, 2006, Penn Traffic had undrawn availability of
approximately $46 million and a 30-day average undrawn
availability of $45 million under this revolving credit facility.

"We continue to be extremely gratified that our lenders have been
understanding in working with us" Robert Chapman, Penn Traffic's
President and Chief Executive Officer, said "and we look forward
to getting past this disruption so that we can achieve the goals
we established for our reorganized Company and its more than 8,500
employees."

Headquartered in Rye, New York, The Penn Traffic Company operates
109 supermarkets in Pennsylvania, upstate New York, Vermont and
New Hampshire under the BiLo, P&C and Quality trade names.  Penn
Traffic also operates a wholesale food distribution business
serving 80 licensed franchises and 39 independent operators.
The Company filed for chapter 11 protection on May 30, 2003
(Bankr. S.D.N.Y. Case No. 03-22945).  Kelley Ann Cornish, Esq., at
Paul Weiss Rifkind Wharton & Garrison, represents the Debtors in
their restructuring efforts.  When the grocer filed for protection
from their creditors, they listed $736,532,614 in total assets and
$736,532,610 in total debts.  The Court confirmed the Debtor's
First Amended Plan of Reorganization on March 17, 2005.  The Plan
took effect on Apr. 13, 2005.


PREMIUM PAPERS: Walks Away from West Chicago Lease
--------------------------------------------------
The U.S. Bankruptcy Court for the District of Delaware authorized
Premium Papers Holdco, LLC, and its debtor-affiliates to reject
their lease for real property located at 1111 Harvester Lane, in
West Chicago, Illinois.  

The property, a portion of a 470,000 sq. ft. of space used as a
converting and distribution operations center, is owned by WSI
1111 Harvester IV, LLC.

The Debtors have determined that the Lease no longer provides any
benefit to them because of:

   a) the expenses incurred in fulfilling their obligations under    
      the lease;

   b) the transition of all operations previously performed in the
      area to the Hamilton Mill and in West Chicago, Illinois; and

   c) the Debtors' obligations under the Ratification Agreement.

Pursuant to a Ratification Agreement with Wachovia Bank, National
Association, their Debtor-in-possession lender, the Debtors are
required to completely sell or remove all inventory and equipment
and close the leased premises.

Headquartered in Hamilton, Ohio, Premium Papers Holdco, LLC, --
http://www.smartpapers.com/-- is an independent manufacturer and    
marketer of a wide variety of premium coated and uncoated printing
papers, such as Kromekote, Knightkote, and Carnival.   The Company
and its debtor-affiliates, SMART Papers LLC and PF Papers LLC,
filed for chapter 11 protection on March 21, 2006 (Bankr.
D.Del.Case No. 06-10269).  Ian S. Fredericks, Esq., at Young,
Conaway, Stargatt & Taylor, LLP, represents the Debtors.  When the
Debtors filed for protection from their creditors, they listed
unknown estimated assets and $10 million to $50 million estimated
debts.


PRIMEDEX HEALTH: April 30 Balance Sheet Upside-Down by 73.4 Mil.
----------------------------------------------------------------
Primedex Health Systems, Inc., reported financial results for its
second quarter and six months ended April 30, 2006.

Revenue for the second quarter was $39.6 million, an increase of
12.5% from $35.2 million recorded in the second quarter of fiscal
2005, primarily driven by new capitation contracts, improved
performance from existing capitation contracts and contributions
from existing and expanded imaging centers.  For the second
quarter of fiscal 2006, EBITDA was $8.8 million compared to
$8.1 million in the same period last year, an increase of 8%.

For the second quarter, after adjusting for a one-time expense in
connection with debt extinguishment and other expenses resulting
from the Company's recent financing which closed on March 9, 2006,
Primedex achieved net income of $200,000.  Without these
adjustments, net loss for the second quarter was $2.7 million,
compared to a net loss of $600,000, reported in the same period
last year.

For the six months ended April 30, 2006, the Company reported net
revenue of $78.1 million and EBITDA of $16.8 million, as compared
to net revenue of $69.3 million and EBITDA of $14.5 million for
the same fiscal period last year.  This is an increase in net
revenue and EBITDA for the six-month period of 12.7% and 16.2%,
respectively.

For the six months ended April 30, 2006, after adjusting for one-
time expense in connection with debt extinguishment and other
expenses resulting from the Company's recent financing which
closed on March 9, 2006, Primedex had a net loss of $300,000.   
Without these adjustments, net loss for the first six months was
$3.2 million, compared to a net loss of $2.8 million, reported in
the comparable period last year.

Net cash provided by operating activities was $6.3 million the
first six months of fiscal 2006 as compared to $3.0 million in the
same period last year.

At April 30, 2006, Primedex Health Systems, Inc.'s stockholders'
deficit widened to $73,464,000 compared to a $70,633,000 deficit
at Oct. 31, 2005.

As of April 30, 2006, the Company reduced its working capital
deficit to $4.3 million, compared to a deficit of $143.4 million
at Oct. 31, 2005.  The $143.4 million working capital deficit at
Oct. 31, 2005, was primarily due to the classification of
approximately $109 million in notes and capital lease obligations
as current liabilities expected to be refinanced.  

During the second quarter of its fiscal 2006, Primedex completed
the issuance of a $161 million senior secured credit facility,
which was used to refinance all of the Company's existing
indebtedness, except for $16.1 million of outstanding subordinated
debentures and approximately $5 million of capital lease
obligations.

"We are pleased with our progress in the first half of fiscal 2006
as we continue to drive revenue growth and operating efficiencies
at our existing facilities through a focused approach on
increasing same store sales," Dr. Howard Berger, president and
chief executive officer said.  

"Additionally, we are leveraging our many years of experience and
broad geographic footprint of California centers to expand and
manage our capitation business, which remains an important
component of our strategy.  Capitation revenue increased 18.2% in
the first two quarters of fiscal 2006, when compared to the same
period in the previous year, and currently accounts for 28% of our
net revenue."

"We believe the changing reimbursement environment for diagnostic
imaging will encourage industry consolidation.  The establishment
of our $161 million senior secured credit facility in March of
2006 and our continued improvement in operating performance will
enable our company to capitalize on these future consolidation
opportunities," said Mark Stolper, Chief Financial Officer.

                  About Primedex Health Systems

Primedex Health Systems, Inc. (OTCBB: PMDX), through its wholly
owned subsidiary, Radnet Management, Inc. and affiliated entity,
Beverly Radiology Medical Group, is a leading provider of
outpatient diagnostic imaging services in California through its
extensive network of 57 fixed site centers.  The Company operates
34 multi-modality facilities and 23 single-modality facilities
located throughout 11 geographic regions in California.


RAPID LINK: April 30 Balance Sheet Upside Down by $6.7 Million
--------------------------------------------------------------
Rapid Link, Inc., filed its financial statements for the three
months ended April 30, 2006, with the Securities and Exchange
Commission on June 14, 2006.

The Company reported an $846,329 net loss on $2,121,018 of
revenues for the quarterly period ended April 30, 2006.

At April 30, 2006, the Company's balance sheet showed $3,321,811
in total assets and $10,070,990 in total liabilities, resulting in
a $6,749,179 stockholders' deficit.

The Company's April 30 balance sheet also showed strained
liquidity with $971,840 in total current assets available to pay
$8,711,597 in total current liabilities coming due within the next
12 months.

Full-text copies of the Company's financial statements for the
quarterly period ended April 30, 2006, are available for free at
http://researcharchives.com/t/s?cdd

                        Going Concern Doubt

KBA Group LLP, in Dallas, Texas, raised substantial doubt about
Rapid Link's ability to continue as a going concern after auditing
the Company's consolidated financial statements for the year ended
Oct. 31, 2005.  The auditor pointed to the Company's shareholders'
deficit of $6.3 million, and its recurring losses from continuing
operations during each of the last two fiscal years.

                         About Rapid Link

Based in Los Angeles, California, Rapid Link, Inc. --
http://www.rapidlink.com/-- provides Voice over Internet Protocol  
(VoIP) communication services, including fax, data, and other Web-
based services.  The company offers PC-to-PC, PC-to-phone, phone-
to-phone calling on their unique set of Internet Access Devices
that provide a new low cost phone service that is delivered
through a broadband connection.


RECYCLED PAPERBOARD: Court Confirms First Modified Chapter 11 Plan
------------------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey confirmed the First Modified Plan of
Reorganization filed by Recycled Paperboard, Inc.

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

The Debtor tells the Court that the plan will be funded using
proceeds of the sale of its assets and proceeds from the pursuit
of avoidance actions and collection of accounts receivables.

                       Treatment of Claims

Under the Modified Plan, Administrative Expenses, Priority Tax
Claims and Priority Non-Tax Claims will be paid in full.

The Secured Claim of the City of Clifton, totaling $683,000, will
be paid in full.

The Secured Claim of Ackerman Realty Associates LLC, totaling
$2.8 million, will be paid in full using available cash remaining
from the proceeds of the liquidation of the Debtor's assets.

The Secured Claim of V. Ponte & Sons, totaling $1 million plus 8%
interest per annum, will be paid on the Effective Date to the
extent of 40% of available cash remaining after payment of
administrative claims, priority claims and the secured claims of
Clifton and Ackerman.

General Unsecured Claims will receive a distribution equal to 60%
of funds remaining in the estate after payment of all other claims
and subsequent distribution from the proceeds of any causes of
action commenced by the Litigation Trustee.

Holders of insider claims  have agreed to irrevocably withdraw
from the constituency of Class Four Creditors and to subordinate
their claims against the Debtors' estate to a dividend of 100% to
Class Four claimants.

Equity Interest Holders will receive nothing under the Plan and
their interests will be extinguished.

A full-text copy of the Debtor's Second Amended Plan of
Reorganization is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060704033214

Headquartered in Clifton, New Jersey, Recycled Paperboard Inc.,
manufactures recycled mixed paper and newspaper to make index, tag
and bristol, and blanks.  The Company filed for chapter 11
protection on November 29, 2004 (Bankr. D.N.J. Case No. 04-47475).  
David L. Bruck, Esq., at Greenbaum, Rowe, Smith & Davis LLP,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it listed total
assets of $17,800,000 and total debts of $41,316,455.


REFCO INC: Ch. 11 Trustee Says Securities Advisory Panel Formed
---------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 trustee of the estate of Refco
Capital Markets, Ltd., reports that an RCM Securities Advisory
Committee has been formed pursuant to an order by the United
States Bankruptcy Court for the Southern District of New York
establishing procedures for the sale of a limited amount of
securities.

The members of the RCM Securities Advisory Committee are:

   (i) Fintech Advisory Inc.;
  (ii) IDC Financial S.A.;
(iii) RB Securities Limited; and
  (iv) VR Advisory Services, Ltd.

Judge Robert Drain had previously authorized the RCM Trustee to
sell securities considered "volatile" for as much as $150,000,000
of the company's assets to prevent further loss of value.  Judge
Drain also permitted the sale of holdings valued at less than
$200,000 without additional court approval.

All four members of the RCM Securities Advisory Committee assert
positions as securities customers, Mark W. Deveno, Esq., at
Bingham McCutchen LLP, in New York, relates.

Pursuant to the Sale Order, the RCM Securities Advisory Committee
was anticipated to include four institutions asserting positions
as securities customers and one institution asserting positions
as a foreign exchange customer.  Mr. Deveno says the RCM Trustee
has contacted RCM's foreign exchange customers that were actively
involved in the negotiation of the Sale Order, but none of those
foreign exchange customers has been willing to serve on the
Advisory Committee.

The RCM Trustee contemplates allowing foreign exchange customers
to designate one party to receive notices of sales and to be
authorized to object to sales as if a member of the Advisory
Committee, Mr. Deveno adds.

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.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Chapter 11 Trustee Taps Skadden Arps as Special Counsel
------------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 trustee of the estate of Refco
Capital Markets, Ltd., asks the U.S. Bankruptcy Court for the
Southern District of New York for authority to employ Skadden,
Arps, Slate, Meagher & Flom LLP, as his special counsel.

Mr. Kirschner says that Skadden Arps provides various legal
services to the Debtors, including Refco Capital Markets, Ltd.

In this regard, Mr. Kirschner, wants Skadden to continue providing
some, but not all, of those services to RCM, including:

   (a) continuing advice with respect to the litigation matters
       that were stayed pursuant to the Court's November 28, 2005
       order and the Refco Securities Lawsuit;

   (b) claims resolution where the claim has been asserted
       against one or more Other Refco Companies as well as RCM
       -- other than claims by other Chapter 11 Debtors against
       RCM;

   (c) matters involving ACM Advanced Currency Markets S.A., and
       RCM's ownership interest in ACM;

   (d) matters involving consolidated tax returns filed or to be
       filed by the Chapter 11 Debtors;

   (e) recoveries against third parties arising under "cross
       margin" agreements, whether or not involving the Other
       Chapter 11 Debtors;

   (f) pending litigation between Cargill, Incorporated and the
       Chapter 11 Debtors;

   (g) in consultation with Bingham McCutchen LLP, the Trustee's
       general bankruptcy counsel, the prospective settlement
       between the Refco Companies and BAWAG P.S.K. Bank fur
       Arbeit und Wirtschaft und Osterreichische Postsparkasse
       Aktiengesellschaft and its affiliates;

   (h) any matters remaining in the preference action -- or
       enforcement of the settlement -- against the SPhinX Funds;

   (i) continuing advice with respect to the pending
       investigations by the United States Department of Justice
       and the Securities and Exchange Commission; and

   (j) motions, applications, answers, orders, reports and papers
       necessary to the administration of the RCM estate other
       than in connection with matters with respect to which RCM
       wishes to take a position different than the position
       taken by the Other Chapter 11 Debtors.

Among other things, Skadden will not be rendering services to RCM
with respect to:

   (a) whether and on what terms RCM or its creditors participate
       in a Chapter 11 plan with the Other Chapter 11 Debtors;

   (b) claims between RCM and the Other Chapter 11 Debtors
       arising out of intercompany transactions; and

   (c) advice with respect to "corporate actions" that may be
       necessary or desirable relating to various securities held
       by RCM.

With respect to intercreditor and intercompany issues in the
Chapter 11 cases, Skadden will:

    -- not, without a waiver from RCM, represent the Other
       Chapter 11 Debtors in litigation against RCM;

    -- continue to provide information and analysis to the
       Chapter 11 Debtors regarding intercompany claims;

    -- continue to represent the Other Chapter 11 Debtors in
       formulating a plan of reorganization; and

    -- continue to investigate intercompany claims as provided in
       the Engagement Letter.

Skadden and the Debtors have previously agreed that the firm's
bundled rate structure will apply to these cases.  Skadden's
hourly rates under the bundled rate structure range from:

       $585 to $830 for partners;
       $560 to $640 for counsel;
       $295 to $540 for associates; and
        $90 to $230 for legal assistants and support staff.

Skadden will allocate its fees and disbursements among the
various Chapter 11 Debtors, including RCM, to charge each estate
appropriately for the services provided on behalf of the estate.  
Skadden, RCM and the Other Refco Debtors have agreed that:

     * 2/3 of the fees and expenses Skadden incurred in
       connection with the "stockbroker" litigation culminating
       in the order appointing the RCM Trustee will be allocated
       to RCM and 1/3 to the Other Refco Debtors; and

     * Skadden's other fees incurred appropriately on behalf of
       all the Refco Companies will be allocated 40% to RCM and
       60% to the Other Refco Debtors.

J. Gregory Milmoe, a member of Skadden, assures the Court that
the firm does not have any connection with the Debtors, their
affiliates, their creditors, any other party-in-interest, their
attorneys and accountants, and the United States Trustee or any
person employed in the Office of the United States Trustee.  
Moreover, Skadden is a disinterested person as defined under
Section 101(14) of the Bankruptcy Code and does not represent any
interest that is adverse to the estates of the Chapter 11
Debtors, including RCM.

                         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.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262). (Refco Bankruptcy News, Issue
No. 33; Bankruptcy Creditors' Service, Inc., 215/945-7000).


RESCARE INC: Total Borrowing Capacity Expanded to $250 Million
--------------------------------------------------------------
ResCare, Inc. amended its senior secured credit facility.  The
amended credit facility provides for lower interest rates on
outstanding borrowings and letters of credit and increases the
revolver capacity by $25 million to $200 million.  A $50 million
"accordion feature" remains in place, which allows the Company to
expand its total borrowing capacity to $250 million.  The
amendment also makes some definitional and technical changes.

The credit facility expires on Oct. 3, 2010, and is secured by a
lien on the assets of the Company and its subsidiaries.  The
credit facility will be used primarily for working capital
purposes, letters of credit required under its insurance programs
and for acquisitions.

The repricing was led by JPMorgan Chase Bank, National
Association, the Administrative Agent under the credit facility.

"The amended credit facility gives us greater borrowing capacity
and a lower cost of capital to support our continued growth
strategy," Ronald G. Geary, ResCare chairman, president and chief
executive officer, remarked.  "We view this transaction as a vote
of confidence from our bank group, which includes all eight banks
in our current credit facility."

A full-text copy of the Amended & Restated Credit Agreement is
available for free at http://ResearchArchives.com/t/s?cf9

Based in Louisville, Kentucky, ResCare, Inc. (NASDAQ/NM: RSCR) --
http://www.rescare.com/-- ResCare is a human service company that  
provides residential, therapeutic, job training and educational
supports to people with developmental or other disabilities, to
youth with special needs and to adults who are experiencing
barriers to employment.  Founded in 1974, the Company provides
services in 36 states, Washington, D.C., Puerto Rico and Canada.

ResCare Inc.'s 7-3/4% Senior Notes due 2013 carry Moody's
Investors Service's B1 rating and Standard & Poor's B rating.


RIM SEMICONDUCTOR: Posts $4.8 Million Net Loss in 2006 2nd Quarter
------------------------------------------------------------------
Rim Semiconductor Company fka New Visual Corporation filed its
financial statements for the second quarter ended April 30, 2006,
with the Securities and Exchange Commission on June 14, 2006.

The Company reported a $4,816,231 net loss on $58,874 of revenues
for the three-month period ended April 30, 2006.

At April 30, 2006, the Company's balance sheet showed $12,102,536
in total assets, $5,308,577 in total liabilities, and $6,793,959
in stockholders' equity.

Full-text copies of the Company's financial statements for the
second quarter ended April 30, 2006, are available for free at
http://researcharchives.com/t/s?ce2

                       Going Concern Doubt

As reported in the Troubled Company Reporter on Feb. 2, 2006,
Marcum & Kliegman LLP expressed substantial doubt about Rim
Semiconductor's ability to continue as a going concern after it
audited the Company's financial statements for the fiscal years
ended Oct. 31, 2005, and 2004.  The auditing firm pointed to the
Company's $3,145,391 working capital deficiency at Oct. 31, 2005.  
The Company's October 31 balance sheet showed strained liquidity
with $407,512 in current assets available to pay $3,552,903 of
current liabilities coming due within the next 12 months.

                     About Rim Semiconductor

Headquartered in Portland, Oregon, Rim Semiconductor Company fka
New Visual Corporation -- http://www.rimsemi.com/-- is an   
emerging fabless communications semiconductor company.  It has
made available an advanced technology that allows data to be
transmitted at greater speed and across extended distances over
existing copper wire.


SAINT VINCENTS: Court OKs New Insurance Financing Pact with AICC
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Saint Vincents Catholic Medical Centers of New York and
its debtor-affiliates to incur secured debt from A.I. Credit
Corporation for the purpose of financing the Insurance Premiums,
pursuant to Section 364(c)(4) of the Bankruptcy Code.

Under premium financing agreements dated July 1, 2005, AICC agreed
to finance commercial property insurance policies of the Debtors
and the Debtors agreed to:

    (a) a monthly repayment schedule; and

    (b) grant AICC a security interest in "unearned premiums" to
        secure its payment obligations.

The Previous Insurance Policies expired at 12:01 a.m. on June 1,
2006, Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, told
the Court.

However, coverage has been "bound" from June 1, 2006, through
May 31, 2007, through a series of new insurance policies, subject
to required premium payments of $1,076,004.

These New Policies, among other things, provide:

    1) primary property insurance coverage of:

       -- $500,000,000 for St. Vincent's Hospital Manhattan; St.
          Vincent's Hospital, Staten Island; St. John's Hospital;
          and Mary Immaculate Hospital;

       -- $250,000,000 for St. Mary's, St. Vincent's Hospital,
          Westchester; and Bayley Seton;

       -- $125,000,000 for Parsons Manor, St. Elizabeth Ann's, and
          Bishop Mugavero;

       -- $60,000,000 covering Holy Family Home, Shelvin Hall, the
          O'Toole Building, the Staff House and SVCMC's Finance
          Building;

       -- $20,000,000 covering Chellis Hall, Imacculata Hall, the
          Materials Handling Center, and the Cancer Center and
          Sisters of Charity Healthcare; and

       -- $5,000,000 covering SVCMC's smaller ambulatory settings;
          and

    2) shared excess coverage for SVCMC's Manhattan facilities of
       $300,000,000.

In the aggregate, the primary and excess coverage accounts for
$800,000,000 in property insurance coverage for SVCMC's Manhattan
facilities.

"The need to ensure a seamless transition to these New Policies
and the benefits of doing so for these estates are beyond
question," Mr. Troop said.

               Financing the New Insurance Policies

To conserve the Debtors' liquidity, the Debtors and AICC engaged
in a "Premium Finance Agreement, Disclosure Statement and
Security Agreement," pursuant to which, the Debtors will repay
the Insurance Premiums by:

    (i) making an initial cash payment to AICC of $184,500;

   (ii) paying interest on the balance of $891,504 at an annual
        percentage rate of 5.25%;

  (iii) commencing making monthly payments on July 1, 2006;

   (iv) paying the Amounts Financed in 10 equal monthly
        installments of $91,309; and

    (v) paying AICC a $21,591 finance charge.

The Debtors will also grant AICC a security interest in all
unearned or returned Insurance Premiums and other amounts, which
may become due to the Debtors in connection with the New
Policies.

AICC would not enter into the Agreement without obtaining the
Security Interest, Mr. Troop told the Court.

Mr. Troop asserted that the costs of financing the Insurance
Premiums through AICC are better than the cost of financing that
the Debtors would incur under their postpetition credit facility.

The interest rate charged by AICC for this very specialized
financing is 5.25%.  In comparison, the interest rate currently
applicable under the DIP Facility's term loan is approximately
8.35%, Mr. Troop noted.

Mr. Troop related that the DIP Facility specifically provides the
Debtors with the latitude to enter into up to $25,000,000 of
"purchase money" financing outstanding at any one time without
the further consent of the DIP Facility lender.

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. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: N.Y. Fire Department Pact Gets Court's Nod
----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
approved a stipulation between Saint Vincents Catholic Medical
Centers of New York and its debtor-affiliates and the New York
City Fire Department.

The FDNY operates the emergency medical dispatch component of the
New York City 911 System.  To augment the pre-hospital emergency
medical treatment and transport provided by the FDNY to the New
York City 911 System, and to increase the availability of
emergency ambulance services to the public; the FDNY enters into
agreements with hospitals to provide emergency ambulance service
in New York City.  Under these agreements, the hospital agrees to
operate and staff a specified number of ambulances to be
dispatched by FDNY in the New York City 911 System.

The participation of the hospital as an ambulance provider in the
New York City 911 System is governed by the terms and conditions
of a standard operating agreement with FDNY, as well as applicable
Federal, State and City laws, rules and regulations.

On December 15, 2004, the City of New York, by and through FDNY,
entered into an operating agreement with Saint Vincent Catholic
Medical Centers.  SVCMC provides ambulances based at these SVCMC
hospitals:

    * St. Vincent's Hospital, Manhattan;
    * St. Mary's Hospital, Brooklyn;
    * Mary Immaculate Hospital, Queens;
    * St. John's Hospital, Queens; and
    * St. Vincent's Hospital, Staten Island.

SVCMC is required under the Agreement to provide a specified
number of ambulances at each of the Covered Hospitals.

When SVCMC closed St. Mary's on October 4, 2005, SVCMC ceased
ambulance operations from St. Mary's.  SVCMC continues to provide
emergency ambulance service from all other hospitals pursuant to
the terms of the Agreement.

The Agreement requires SVCMC to install, at its own expense,
certain emergency communications equipment in Participating
Ambulances.  The FDNY specifically asked SVCMC to install
automatic vehicle locator and mobile data terminal equipment in
its ambulances in accordance with a schedule to be established by
the FDNY.

To continue its participation in the New York City 911 System
under the Agreement, SVCMC entered into four amendments to the
Agreement, pursuant to which the FDNY would install AVL Equipment
in all of SVCMC's Participating Ambulances, and certain reserve
ambulances, located at St. John's, Mary Immaculate, SV Staten
Island, and SV Manhattan.  The cost of AVL Equipment for each
ambulance, including installation, is $10,807.

Pursuant to the Amendments, the FDNY agreed to purchase and
install the AVL Equipment in SVCMC's ambulances, and SVCMC agreed
to reimburse FDNY for the cost of the AVL Equipment in eight equal
quarterly payments for each Participating Ambulance, and in four
equal quarterly payments for each reserve ambulance.  SVCMC is not
charged interest on these periodic payments.  SVCMC's obligations
to make these payments are secured by a lien on the AVL Equipment.  
However, SVCMC has the right to return the AVL Equipment to the
FDNY at any time, in which case SVCMC will no longer be liable for
any remaining payments due on the returned AVL Equipment.

Specifically, the Agreements cover these ambulances at SVCMC's
hospitals:

                        Participating    Reserve
    Hospital             Ambulances     Ambulances   Cost
    --------            -------------   ----------   ----
    St. John's                7              1       $86,462
    Mary Immaculate           8              1       $97,269
    SV Staten Island          7              2       $97,269
    SV Manhattan              4              2       $64,843
                                                    --------
                                 TOTAL COST:        $345,844
                                                    ========

According to Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP,
the FDNY will not proceed with installation of AVL Equipment in
the Participating Ambulances based at St. John's, Mary Immaculate
and SV Manhattan until SVCMC assumes the Agreement.

The Debtors and the FDNY have negotiated the terms and conditions
of SVCMC's assumption of the Agreement, as amended, which terms
and conditions are set forth in a stipulation.  Mr. Troop relates
that the Stipulation:

    -- formally absolves SVCMC of all obligations to provide
       emergency ambulance service on the St. Mary's Tours;

    -- further clarifies that SVCMC is not in monetary default of
       the Agreement or the Amendments, will not be required to
       cure any operational default that occurred prior to
       assumption of the Agreement, and has provided adequate
       assurance of its future performance under the Agreement,
       thus satisfying the requirements of Section 365(b) of the
       Bankruptcy Code; and

    -- provides that the Debtors will not assign all or part of
       the Agreement without the prior written consent of the City
       of New York.

Among others, Mr. Troop points out that the continued
participation of St. John's, Mary Immaculate, and SV Staten Island
in the New York City 911 Service is integral to the Debtors'
ability to sell those hospitals.  The Debtors have filed motions
to sell all three of those hospitals through competitive auctions
based on fully negotiated asset purchase agreements with
identified "stalking horse" bidders.  Both the APA for St. John's
and Mary Immaculate and the APA for SV Staten Island list SVCMC's
right to participate in the New York City 911 Service as an asset
to be purchased along with the hospitals covered by the APAs.  Mr.
Troop notes that both APAs specifically require SVCMC to assign
its participation in the New York City 911 Service related to the
hospitals covered by that APA to the purchaser, or to enter into
a contract whereby SVCMC continues to participate in the New York
City 911 Service on behalf of that purchaser until the purchaser
can obtain its own agreement with the FDNY, as a condition to the
closing of the sale contemplated by the APA.

"Given the economic benefits of participating in the New York City
911 Service, the Debtors believe that any other bidder for Mary
Immaculate, St. John's or SV Staten Island will require a similar
closing condition in any agreement for the sale of one or more of
those hospitals," Mr. Troop says.

Headquartered in New York, New York, Saint Vincents Catholic
Medical Centers of New York -- http://www.svcmc.org/-- the        
largest Catholic healthcare providers in New York State, operate
hospitals, health centers, nursing homes and a home health agency.
The hospital group consists of seven hospitals located throughout
Brooklyn, Queens, Manhattan, and Staten Island, along with four
nursing homes and a home health care agency.  The Company and six
of its affiliates filed for chapter 11 protection on July 5, 2005
(Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951).  Gary
Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will &
Emery, LLP, filed the Debtors' chapter 11 cases.  On Sept. 12,
2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took
over representing the Debtors in their restructuring efforts.
Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the
Official Committee of Unsecured Creditors.  As of Apr. 30, 2005,
the Debtors listed $972 million in total assets and $1 billion in
total debts.  (Saint Vincent Bankruptcy News, Issue No. 28
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SALON MEDIA: Losses & Deficit Prompt Auditor's Going Concern Doubt
------------------------------------------------------------------
Burr, Pilger & Mayer LLP expressed substantial doubt about Salon
Media Group, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.

The auditor pointed to the Company's recurring losses, negative
cash flows from operations and $93.5 million accumulated deficit
at March 31, 2006.

The Company incurred a $1,122,000 net loss on $6,516,000 of net
sales in for the year ending March 31, 2006.  The Company posted a
$518,000 net loss for the year ending March 31, 2005, and a
$6,046,000 net loss for the year ending March 31, 2004.

As of March 31, 2006, the Company's balance sheet reported assets
totaling $5,304,000 and debts amounting to $1,687,000.  The
Company's equity decreased to $3,617,000 at March 31, 2006, from a
$4,152,000 equity as of March 31, 2005.

A full-text copy of the Company's annual report is available for
free at http://researcharchives.com/t/s?d04

Founded in 1995, Salon Media Group, Inc. -- http://www.salon.com/
-- is an Internet publishing company.  Salon Media's award-winning
journalism combines original investigative stories and provocative
personal essays along with quick-take commentary and staff-written
Weblogs about politics, technology, culture and entertainment.


SANTA CLARA: A.M. Best Says Financial Strength is Marginal
----------------------------------------------------------
A.M. Best Co. has affirmed the public data financial strength
ratings of 17 health maintenance organizations, downgraded two HMO
pd ratings and upgraded eight HMO pd ratings.

These pd ratings are based solely upon public information and
present the most informed view A.M. Best can offer, short of an
insurer participating in the full interactive rating process.

A.M. Best's pd ratings are assigned to insurers in select markets
that do not subscribe to A.M. Best's interactive rating process.
A.M. Best uses the same rating scale and definitions as it does
for its long-term financial strength interactive ratings but
applies a pd rating modifier to ensure the user is aware of the
more limited information basis for the rating.

An interactive A.M. Best rating is produced at the request of the
insurer.  The interactive rating process includes detailed
interviews of senior management and access to non-public data and
other information.  Currently, the companies that participate in
the interactive rating process collectively represent a
significant percentage of market share in the U.S. Health
Insurance industry.  The pd rating process is based on the
statutory filings of the companies and an A.M. Best committee
review of the company's financial strength, along with current
market conditions in which the company operates.

A.M. Best's HMO pd ratings will be released regularly over the
next three months.  Each month, A.M. Best will provide an update
of the recent rating actions.

A.M. Best has affirmed the pd ratings for these HMO companies:

    * Community Health Plan of Washington, B+ (Very Good)
    * Fallon Community Health Plan, Inc., B (Fair)
    * Physicians Plus Insurance Corporation, B (Fair)
    * Health Partners of Philadelphia, Inc., C+ (Marginal)
    * Santa Clara County, C+ (Marginal)
    * Inter Valley Health Plan, Inc., D (Poor)
    * IHC Health Plans, Inc., B (Fair)
    * M-Plan, Inc., C++ (Marginal)
    * PreferredOne Community Health Plan, B+ (Very Good)
    * Columbia United Providers, Inc., B- (Fair)
    * Security Health Plan of Wisconsin, Inc., B- (Fair)
    * Scripps Clinic Health Plan Services, Inc., C (Weak)
    * HealthPlus Partners, Inc., C (Weak)
    * Health Alliance Plan of Michigan, B++ (Very Good)
    * Welborn Clinic, C+ (Marginal)
    * Aloha Care, B (Fair)
    * DentiCare, Inc., C++ (Marginal)

A.M. Best has upgraded the pd ratings of these HMO companies:

    * IU Health Plan, Inc., C+ (Marginal)
    * Select Health of South Carolina, Inc., C++ (Marginal)
    * Group Health Cooperative, B+ (Very Good)
    * Group Health Coop of Eau Claire, B- (Fair)
    * Preferred Plus of Kansas, Inc., B- (Fair)
    * The Health Plan of Upper Ohio Valley, Inc., B- (Fair)
    * HMO of Northeastern Pennsylvania, B (Fair)
    * Sharp Health Plan, B- (Fair)

A.M. Best has downgraded the pd ratings of these HMO companies:

    * Unison Health Plan of Pennsylvania, Inc., C+ (Marginal)
    * New West Health Services, C- (Weak)

A.M. Best Co., established in 1899, is the world's oldest and most
authoritative insurance rating and information source.


SHAW COMMS: Earns CDN$126.4 Million in Third Quarter Ended May 31
-----------------------------------------------------------------
Shaw Communications Inc. earned net income of $126.4 million for
the third quarter ended May 31, 2006, compared to net income of
$32.8 million for the same quarter last year.  Net income for the
first nine months of the year was $247.9 million up from $83.3
million last year.

"We're expanding our Digital Phone footprint and growing our
customer base, improving service levels, and enhancing our product
offerings to drive strong revenue and operating income growth.  
This focus has delivered another solid quarter of financial
results for our shareholders," Jim Shaw, chief executive officer
of Shaw, commented on the results.

Consolidated service revenue of $626.7 million and $1.8 billion
for the three and nine month periods, respectively, increased
11.9% and 11.0% over the comparable periods last year.  Total
service operating income before amortization of $279.5 million and
$802.8 million improved by 10.5% and 9.8%, respectively, over the
comparable periods.

Digital Phone lines increased 50,294 for the quarter for a total
of 168,963 Digital Phone lines at May 31.  Customer gains were
also posted across all other products.  Internet and Digital
increased by 21,654 and 14,733 subscribers respectively.  Basic
cable increased 2,248 and DTH added 4,283 subscribers.  On a year-
to-date basis customer gains in all products exceeded growth in
the prior year: Internet and Digital added 112,674 and 61,623
subscribers, respectively, while basic cable increased 38,515 and
DTH was up a total of 21,325.

"Strong customer growth this quarter and year-to-date,
particularly in Digital Phone and Internet, is a measure of our
consistent delivery of exceptional service, value and reliability
to our customers as well as the strength of the markets in which
we operate.  We believe that our focus on customer satisfaction
will continue to differentiate us in the competitive triple-play
market," Jim Shaw remarked.

Funds flow from operations increased to $221.1 million and
$626.6 million for the quarter and year-to-date compared to
$190.1 million and $537.0 million for the same periods last year.

Free cash flow for the quarter and year-to-date were $96.5 million
and $210.6 million compared to $89.3 million and $195.6 million
for the same periods last year.  Growth in service operating
income before amortization and reduced interest expense, partially
offset by higher capital expenditures, contributed to the
improvements.

During the quarter, Shaw expanded Digital Phone coverage outside
the Vancouver core area, into North and West Vancouver, Richmond
and Whiterock, as well as Fort McMurray and the surrounding areas
of both Calgary and Edmonton, including Airdrie, Cochrane, High
River, Okotoks, St. Albert and Sherwood Park.  The service was
most recently rolled-out in Strathmore.  Digital Phone service is
now available to over 55% of homes passed.  Digital Phone
customers are completing on average over 2.7 million calls each
day over Shaw's reliable, private broadband network.

Cable division service revenue increased 13.7% for the quarter to
$461.1 million and 12.8% on a year-to-date basis to $1.3 billion
primarily as a result of customer growth and rate increases.  
Service operating income before amortization for the three and
nine month periods increased 7.8% and 7.3% to $219.8 million and
$640.7 million, respectively.

Satellite division's service revenue increased 7.3% for the
quarter to $165.6 million and 6.2% on a year-to-date basis to
$486.1 million primarily due to rate increases and customer growth
in DTH.  Service operating income before amortization for the
quarter increased by 22.0% to $59.8 million and by 20.7% to
$162.1 million on a year-to-date basis.  The improvement was
largely due to growth in DTH revenues and reduced costs.

                        Subsequent Events

On May 9, 2006 the Company closed a $300 million offering of 6.15%
senior notes due May 9, 2016.  The net proceeds were used for debt
repayment.  In early June the Company amended its existing credit
facility to extend the maturity date from April 2009 to May 2011
and implement new pricing terms effective May 2007.  Covenants and
other material terms remain largely unchanged.  On June 15, 2006
the Company announced its intention to redeem all of its
outstanding CDN$150 million 8.875% Canadian Originated Preferred
Securities.  The redemption date is July 17, 2006.

                        Guidance Revision

"Based on the strength of this quarter and the current outlook for
the fourth quarter, we now estimate that service operating income
before amortization for fiscal 2006 will exceed $1.06 billion and
that fiscal 2006 free cash flow will be in excess of $240 million.
This represents an improvement in free cash flow of over
$30 million from our previous guidance," Mr. Shaw announced
revisions to guidance.

"In fiscal 2007 we are planning to increase capital spending to
continue our roll-out of Digital Phone and fund ongoing upgrades
to support growth and the delivery of the next generation of
services for our customers.

"As well, we will continue the projects related to facilities
expansion and a new customer management and billing system.  Our
preliminary view calls for capital investment to range from
$600 million to $630 million.

"Consistent with last year, we plan to provide specific guidance
on service operating income before amortization and free cash flow
when we release our 2006 year-end results.  In fiscal 2007, we
plan to use free cash flow to pay dividends, repurchase shares and
reduce debt.  Our current view is that at least 25% of fiscal 2007
free cash flow will be used for debt reduction.  

The Company's Board of Directors has increased the equivalent
annual dividend rate on Shaw's Class A Participating Shares and
Class B Non-Voting Participating Shares by $0.06 per share, which
represents an increase of 11%.  The equivalent annual dividend
rate will be $0.595 per Class A Participating Share and $0.60 per
Class B Non-Voting Participating Share, payable in monthly
installments commencing September 29, 2006."

"We remain focused on the deployment of Digital Phone and driving
growth through new product enhancements, bundled offers, and the
delivery of exceptional customer service.  These strategies have
strengthened our financial position and built value for our
shareholders," Mr. Shaw noted in closing.

Shaw Communications Inc. (TSX: SJR.B) (NYSE: SJR) --
http://www.shaw.ca/-- is a diversified Canadian communications  
company whose core business is providing broadband cable
television, Internet, Digital Phone, telecommunications services
(through Big Pipe Inc.) and satellite direct-to-home services
(through Star Choice Communications Inc.) to approximately
3.0 million customers.  Shaw is a member of the S&P/TSX 60 index.

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service affirms Shaw Communications Inc.'s
ratings  and assigned a Ba2 rating on the Company's CDN$300
million senior unsecured debenture.  Moody's said the outlook for
all ratings is stable.

As reported in the Troubled Company Reporter on April 27, 2006,
Standard & Poor's Ratings Services assigned its 'BB+' debt rating
to Shaw Communications Inc.'s CDN$300 million senior unsecured
notes due 2016.  At the same time, S&P affirmed the Company's
'BB+' long-term corporate credit rating.  S&P said the outlook is
stable.


SILICON GRAPHICS: Files First Amended Plan & Disclosure Statement
-----------------------------------------------------------------
Silicon Graphics, Inc., and its 13 debtor-affiliates -- Silicon
Graphics Federal, Inc., Silicon Graphics World Trade Corporation,
Silicon Graphics Real Estate, Inc., Silicon Studio, Inc., Cray
Research, L.L.C., Cray Research America Latina Ltd., Cray
Research Eastern Europe Ltd., Cray Research India Ltd., Cray
Research International, Inc., Cray Financial Corporation, Cray
Asia/Pacific, Inc., Paragraph International, Inc., and WTI
Development, Inc. -- delivered their First Amended Joint Plan of
Reorganization and Disclosure Statement to the U.S. Bankruptcy
Court for the Southern District of New York on June 30, 2006.

The filing of the Amended Plan and Disclosure Statement followed
on the heels of the Debtors' entry into a global settlement
resolving the major outstanding issues in their Chapter 11 cases.
Under the Global Settlement, the Ad Hoc Committee, the Official
Committee of Unsecured Creditors and Lampe Conway & Co., LLC,
agreed to withdraw their objections to the Debtors' request for
$130 million in postpetition financing, allow the repayment in
full of the Debtors' obligations under the Prepetition Credit
Agreement, and support the terms of the Plan.

Kathy Lanterman, senior vice president and chief financial officer
of SGI, relates that under the Plan, the holders of Silicon
Graphics' 6.50% and 11.75% secured notes will:

    (i) convert their secured claims into approximately 93% of the
        equity of Reorganized Silicon Graphics -- assuming full
        exercise of the Subscription Rights and subject to
        dilution by the Management Incentive Plan and the
        Overallotment Shares -- through a direct grant of stock as
        well as through the opportunity to purchase stock pursuant
        to a rights offering.  The Overallotment Shares means
        1,125,000 shares of New Common Stock that the Backstop
        Purchasers will receive Subscription Rights to purchase
        under the Backstop Commitment Agreement.  The Backstop
        Purchasers are funds managed by Quadrangle Debt Recovery
        Advisors LLC, Symphony Asset Management LLC and Watershed
        Asset Management, LLC; and

   (ii) receive their pro rata share of interests in a Liquidating
        Trust consisting of certain litigation claims of the
        Debtors.

General unsecured creditors of Silicon Graphics will receive their
pro rata share of $9,000,000 in Cash.  Holders of Claims on
account of the Cray Unsecured Debentures will receive Subscription
Rights for the purchase of 700,000 shares of the equity in
Reorganized Silicon Graphics and their pro rata share of a Cash
distribution of $1.2 million, less the Cray Indenture Trustee
Fees.  The creditors of each of the Debtors other than Silicon
Graphics will be paid in full -- subject to an aggregate cap of
$1,000,000 on account of the Claims against and equity interests
in SGI Federal and SGI World Trade -- and equity interests in each
of the foregoing will be left unaltered.

Based on the Debtors' estimate of the Allowed Claims and assuming
full exercise of the Subscription Rights, the Plan provides for a
67% recovery to the holders of Secured Note Claims, 26.5% recovery
to the holders of General Unsecured Silicon Graphics
Claims, 16% recovery to the holders of Cray Unsecured Debenture
Claims and 100% recovery to all creditors of and holders of
Equity Interests in SGI Federal, SGI World Trade, Cray Research,
L.L.C., Silicon Graphics Real Estate, Inc., Silicon Studio, Inc.,
Cray Research America Latina Ltd., Cray Research Eastern Europe
Ltd., Cray Research India Ltd., Cray Research International,
Inc., Cray Financial Corporation, Cray Asia/Pacific, Inc.,
Paragraph International, Inc., and WTI Development, Inc.

Old Equity Interests will be deemed automatically cancelled.

Each holder of the Senior Secured Convertible Notes, the Senior
Secured Notes, and the Cray Unsecured Debentures are required to
surrender those notes.

According to Ms. Lanterman, Reorganized Silicon Graphics expects
to enter into an Exit Facility likely consisting of two separate
sub-facilities of up to $100,000,000.  The two separate sub-
facilities of the Exit Facility will likely consist of:

    (i) a $30,000,000 revolving line of credit secured by accounts
        receivable, inventory, machinery & equipment, owned real
        property, and intellectual property, which will be undrawn
        on emergence; and

   (ii) a $70,000,000 term loan secured by a second lien on the
        assets securing the $30,000,000 L/C facility.

Reorganized Silicon Graphics is authorized under the Plan to issue
New Common Stock on the Effective Date.  The New Common Stock will
consist of 25,000,000 authorized shares of Reorganized Silicon
Graphics.

On the Effective Date, Reorganized SGI will enter into the
Registration Rights Agreement with each holder of greater than
7.5% of the New Common Stock as of the Effective Date.  Each
holder of greater than 7.5% of the New Common Stock on the
Effective Date will have (i) certain rights to demand that
Reorganized SGI, using commercially reasonable efforts, file,
prepare and cause to become effective two registration statements,
which includes all of the registrable securities that each holder
has requested be registered and (ii) unlimited piggyback rights.

Each holder of an Allowed Secured Note Claim that was a holder as
of the Secured Note Rights Offering Record Date will receive
Subscription Rights entitling the holder to purchase its Ratable
Proportion, as of the Secured Note Rights Offering Record Date, of
6,800,000 shares of New Common Stock, and be entitled to
participate in the Rights Offering.

Each holder of Allowed Cray Unsecured Debenture Claims as of
July 7, 2006, will receive Subscription Rights entitling that
holder to purchase its Ratable Proportion, as of the Cray
Unsecured Debenture Rights Offering Record Date of 700,000 shares
of New Common Stock, and be entitled to participate in the Rights
Offering.

Holders of Allowed Secured Note Claims and Cray Unsecured
Debenture Claims will have the right, but not the obligation, to
participate in the Rights Offering.

Lampe Conway has an option to exercise any unsubscribed rights to
purchase the Cray Rights Offering Shares, prior to the Backstop
Purchasers' commitment to do so.

Pursuant to the Plan, on the Effective Date, the Debtors will
transfer their interests in the DRAM Claims into a Liquidating
Trust for the beneficial interest of the holders of Secured Note
Claims.

SGI believes it would qualify as a member of a class that is
bringing action against various Dynamic Random Access Memory
manufacturers based on a claim that the manufacturers conspired to
reduce the supply of DRAM to artificially inflate prices.  
Although the litigation is ongoing and the ultimate recovery is
still speculative, the Debtors estimate that their share of a
potential recovery could easily exceed $5,000,000.

Bear, Stearns & Co., Inc., estimates that the Debtors' mid-point
total reorganized equity value is $179,100,000 or $17.91 per share
of New Common Stock, before the impact of the Management Incentive
Plan or the purchase of any Overallotment Shares.

The Plan is supported by the Ad Hoc Committee, the Creditors'
Committee and Lampe Conway, Ms. Lanterman tells the Court.

The Debtors' legal advisor is Weil, Gotshal & Manges LLP, their
restructuring and financial advisors are AlixPartners, LLC, and
Bear Stearns and Co., Inc.

A full-text copy of the Debtors' First Amended Joint
Plan of Reorganization is available for free at
http://researcharchives.com/t/s?cfb

A full-text copy of the Debtors' Disclosure Statement is available
for free at http://researcharchives.com/t/s?cfc

              Disclosure Statement Must Be Approved

The Court will convene a hearing to consider the adequacy of the
information contained in the Disclosure Statement on July 27,
2006, at 10:00 a.m.

Objections to the Disclosure Statement must be filed and served on
or before July 24, 2006.

According to Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP,
in New York, the Debtors' Proposed Disclosure Statement contains
"adequate information" as defined in Section 1125 of the
Bankruptcy Code to enable holders of claims or interests of the
relevant class to make an informed judgment about the Plan.

Specifically, the Disclosure statement contains an overview of the
Plan, as well as information on:

    -- the operation of the Debtors' businesses;

    -- the indebtedness of the Debtors;

    -- key events leading to the commencement of the Chapter 11
       cases;

    -- significant events that occurred during the Chapter 11
       cases;

    -- the proposed capital and debt structure of the reorganized
       Debtors;

    -- the future management of the Debtors;

    -- financial projections and valuation analysis;

    -- the future business strategy of the Debtors;

    -- risk factors affecting the Plan;

    -- confirmation of the Plan; and

    -- tax consequences of the Plan.

The Disclosure Statement also:

    * provides an analysis of the alternatives to the confirmation
      and consummation of the Plan; and

    * a recommendation from the Official Committee of Unsecured
      Creditors and the Ad Hoc Committee that creditors vote to
      accept the Plan because it provides the highest and best
      recoveries to holders of claims against the Debtors.

The Debtors, hence, ask the Court to approve the Disclosure
Statement.

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


SILICON GRAPHICS: Classification & Treatment of Claims Under Plan
-----------------------------------------------------------------
Silicon Graphics, Inc., and its debtor-affiliates' First Amended
Plan of Reorganization groups claims and interests into 35
classes:

         Type of Claim
Class    or Interest    Treatment      Allowed Amount   Recovery
-----   -------------   ---------      --------------   --------
  n/a    Administrative  Paid in full,     $30,300,000       100%
         Expense Claim   in cash

  n/a    DIP Claims      Paid in full,    $100,000,000       100%
                         in cash

  n/a    Professional    Paid in full,      $5,600,000       100%
         Compensation    in cash
         and
         Reimbursement
         Claims

  n/a    Indenture       Paid in full,           $[--]       100%
         Trustee         in cash; payment
         Claims          on account of
                         the Cray
                         Indenture
                         Trustee Fees
                         will not exceed
                         $1,200,000

  n/a    Priority        Paid in full,    Undetermined       100%
         Tax Claims      in cash

   1     Other Priority  Paid in full,        $600,000       100%
         Claims          in cash

   2     Secured Tax     Paid in full,      $2,000,000       100%
         Claims          in cash

   3     Other Secured   Reinstated;                $0       100%
         Claims          paid in full,
                         in cash; or
                         receive the
                         Collateral

   4     Prepetition     Paid in full,              $0       100%
         Credit          in cash
         Agreement
         Claims

   5     Secured Note    Paid Ratable     $191,000,000    26%-67%
         Claims          Proportion of
                         shares of New
                         Common Stock
                         and interests
                         in the
                         Liquidating
                         Trust

   6     General         Paid Ratable      $33,900,000      26.5%
         Unsecured       Proportion of
         Silicon         $9,000,000 in
         Graphics        cash
         Claims

   7     Cray Unsecured  Paid Ratable            $56.8     2%-16%
        Debenture       Proportion of        [million]
         Claims          $1,200,000 in
                         cash and shares
                         of New Common
                         Stock

   8     Subordinated    No distribution            $0         0%
         Securities
         Claims

   9     Old Equity      No distribution            $0         0%
         Interests

  10     General         Paid in full,        $900,000       100%
         Unsecured       in cash
         SGI Federal
         Claims

  11     SGI Federal     Unaltered                 n/a        n/a
         Equity
         Interests

  12     General         Paid in full,              $0       100%
         Unsecured       in cash
         SGI World
         Trade Claims

  13     SGI World       Unaltered                 n/a        n/a
         Trade Equity
         Interests

  14     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray
         Research LLC
         Claims

  15     Cray Research   Unaltered                 n/a        n/a
         LLC Equity
         Interests

  16     General         Paid in full,              $0       100%
         Unsecured SGI   in cash
         Real Estate
         Claims

  17     SGI Real        Unaltered                 n/a        n/a
         Estate Equity
         Interests

  18     General         Paid in full,              $0       100%
         Unsecured       in cash
         Silicon
         Studio Claims

  19     Silicon         Unaltered                 n/a        n/a
         Studio Equity
         Interests

  20     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray Research
         America
         Latina Claims

  21     Cray Research   Unaltered                 n/a        n/a
         America Latina
         Equity
         Interests

  22     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray Research
         Eastern Europe
         Claims

  23     Cray Research   Unaltered                 n/a        n/a
         Eastern Europe
         Equity
         Interests

  24     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray Research
         India Claims

  25     Cray Research   Unaltered                 n/a        n/a
         India Equity
         Interests

  26     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray Research
         International
         Claims

  27     Cray Research   Unaltered                 n/a        n/a
         International
         Equity
         Interests

  28     General         Paid in full,              $0       100%
         Unsecured       in cash
         Cray Financial
         Claims

  29     Cray Financial  Unaltered                 n/a        n/a
         Equity
         Interests

  30     General         Paid in full,              $0       100%
         Unsecured Cray  in cash
         Asia/Pacific
         Claims

  31     Cray            Unaltered                 n/a        n/a
         Asia/Pacific
         Equity
         Interests

  32     General         Paid in full,              $0       100%
         Unsecured       in cash
         Paragraph
         Claims

  33     Paragraph       Unaltered                 n/a        n/a
         Equity
         Interests

  34     General         Paid in full,              $0       100%
         Unsecured       in cash
         WTI Claims

  35     WTI Equity      Unaltered                 n/a        n/a
         Interests

Claims in Classes 5 to 7 are impaired and, to the extent Claims in
those Classes are Allowed, the holders of those Claims will
receive distributions under the Plan.  As a result, holders of
Claims in those Classes are entitled to vote to accept or reject
the Plan.

Claims and Equity Interests in Classes 1 to 4, Classes 10 to 35
are unimpaired.  As a result, holders of Claims and Equity
Interests in those Classes are conclusively presumed to have
accepted the Plan.

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


SINGING MACHINE: March 31 Equity Deficit Almost Doubled to $3.6MM
-----------------------------------------------------------------
The Singing Machine Company announced its unaudited financial
results for fiscal 2006.

"We made progress toward all of our primary goals in fiscal 2006,"
interim chief executive officer Y.P. Chan said.  "Operating costs
declined significantly, and we expect further decreases in fiscal
2007.

"We strengthened our core karaoke business with a new distribution
agreement for our music products with WEA Corp., as well as a two-
year licensing agreement with MGA Entertainment to produce and
distribute a variety of karaoke products based on MGA's BRATZ(TM)
franchise, one of the world's leading toy lines and girls'
lifestyle brands, and a three-year licensing agreement with the
top-rated children's series Hi-5 to produce and distribute karaoke
music and hardware based on this popular television show.  As a
result, we believe we are positioned to stabilize or perhaps
slightly increase our sales in fiscal 2007 versus fiscal 2006.

"The new consumer electronics products we launched during the year
to supplement our traditional karaoke product lines and reposition
The Singing Machine as a broad-based home entertainment company
were well-received by our customers.  While our line of high
quality wireless and wired speaker systems for the iPod, portable
DVD systems, electronic drum sets and other innovative products
did not generate significant revenue for us in fiscal 2006, we
believe that the attractive value proposition we offer will
support greater success in fiscal 2007.  In fact, we recently
received firm orders totaling approximately $1,100,000 for
electronic drum sets for one of our major customers for delivery
this fiscal year.

"Just as important, we stabilized our financial position and set
the stage for renewed growth with the retirement of $4,000,000 of
debt and the recent $3,000,000 equity investment in The Singing
Machine by Starlight International Holdings Ltd. (SEHK: 485).  We
look forward to working with Starlight, our key supplier and new
majority equity owner, to lower our production costs and expand
our consumer electronics business in the years to come."

                       Fiscal 2006 Results

For the 12 months ended March 31, 2006, net sales declined 15% to
$32,306,000 from $38,210,000 for fiscal 2005, primarily the result
of lower sales of karaoke hardware and music.  Gross margin
declined to 22% from 24% for fiscal 2005.

Total operating expenses decreased 15% for fiscal 2006 versus
prior year, reflecting reductions in every expense category.  The
Singing Machine has subleased its remaining excess warehouse space
in California, which is expected to reduce annual leasing costs
included in general and administrative expenses by approximately
$200,000 beginning in fiscal 2007.  Additionally, the Company
expects to save approximately $500,000 annually with the
consolidation of its Hong Kong office into Starlight's facility,
which is expected to occur this summer.

The loss from operations for fiscal 2006 was $2,159,000 compared
to a loss from operations of $1,620,000 for fiscal 2005.

On March 14, 2006, the Company announced that it had retired the
entire $4,000,000 subordinated debenture which came due on
February 20, 2006, plus accrued interest of $270,000, for a total
cash payment of $2,000,000.  The Company reported a one-time gain
in fiscal 2006 of $2,253,000 related to this transaction.

The net loss for fiscal 2006 was $1,905,000.  This compares to a
net loss for fiscal 2005 of $3,592,000.

                     Balance Sheet Highlights

At March 31, 2006, the Company's shareholders' deficit almost
doubled to $3,661,798 compared to a $1,985,023 deficit at
March 31, 2005.

At March 31, 2006, The Singing Machine reported cash and cash
equivalents of $424,000 compared to cash and cash equivalents at
March 31, 2005 of $617,000.  Inventories declined to $1,688,000 at
March 31, 2006 from $3,095,000 at March 31, 2005.

The working capital deficiency at March 31, 2006, was $4,275,000.
This included income taxes payable to the Hong Kong tax authority
of $2,454,000.  The Company continues to believe that it owes no
tax to the Hong Kong tax authority.  The working capital
deficiency also reflected the previously announced $2,000,000
bridge loan from Ever Solid Ltd., a Hong Kong subsidiary of
Starlight that was used to retire the subordinated debentures.

The Singing Machine announced the closing of its $3,000,000 equity
investment in the Company by a subsidiary of Starlight.  A portion
of these funds was used to retire the bridge loan.  The remaining
approximately $1,000,000 has been added to working capital.  The
Starlight subsidiary received approximately 12.9 million newly
issued, unregistered shares of the Company's common stock,
representing approximately 56% of the total number of shares
issued and outstanding.  These transactions will be reflected in
the Company's financial statements at June 30, 2006.

                 About The Singing Machine Company

Headquartered in Coconut Creek, Fla., The Singing Machine Company
(AMEX:SMD) -- http://www.singingmachine.com/-- develops and  
distributes a full line of consumer-oriented karaoke machines and
music as well as other products under The Singing Machine(TM),
Motown(TM), MTV(TM), Nickelodeon(TM), Hi-5(TM) and other brand
names.  The first to provide karaoke systems for home
entertainment in the United States, The Singing Machine sells its
products in North America, Europe and Asia.

                           *     *     *

As reported in the Troubled Company Reporter on July 12, 2005,
Berkovits, Lago & Company, LLP, expressed substantial doubt about  
The Singing Machine Company, Inc.'s ability to continue as a going
concern after it audited the Company's financial statements for
the fiscal year ended March 31, 2005.   The auditors point to the
Company's inability to obtain outside long term financing,
increasing stockholders' deficit and recurring losses from
operations.


SOVEREIGN BANCORP: Restructures Balance Sheet & Cuts Portfolio
--------------------------------------------------------------
Sovereign Bancorp, Inc., parent company of Sovereign Bank, has
restructured its balance sheet and also intends to record an
other-than-temporary non-cash, non-operating impairment charge
related to certain Fannie Mae and Freddie Mac preferred stock in
the second quarter of 2006.

Following its June 1, 2006, acquisition of Independence Community
Bank Corp., Sovereign has been analyzing the appropriate steps to
take to optimize its overall interest rate risk position.  As a
part of this analysis, Sovereign assessed the classification of
its investments between held-to-maturity and available-for-sale
and came to the conclusion that it should reclassify all of its
investment securities classified as held-to-maturity to available-
for-sale.  Sovereign also reduced its post-acquisition investment
portfolio by $3.85 billion.  

In addition to Independence selling $350 million of Independence's
investment portfolio prior to closing that did not meet
Sovereign's investment criteria, Sovereign also sold $3.5 billion
of its own investments with a yield of approximately 4.40% and
effective duration of 4.2 years.  The loss on investment
securities recorded in the second quarter as a non-operating
restructuring charge was $155 million after-tax.

"Given the fact that Independence was more liability sensitive
than Sovereign, we evaluated alternatives to restructure our
balance sheet following the acquisition in an effort to optimize
our interest rate risk position and capital of the combined
company and came to the conclusion it was most prudent to divest
these investment securities," Mark R. McCollom, Sovereign's chief
financial officer commented.  

"While a portion of the proceeds may need to be reinvested for
collateral and liquidity purposes, our goal is to shrink our
investment portfolio as much as possible to free up capital for
our core banking businesses.  Our capital goals remain the same
with this transaction, hoping to achieve pre-deal announcement
levels of capital by the middle of 2007.  In summary, the
restructuring is NPV positive for Sovereign, reduces interest rate
risk and positions our company well for the future," Mr. McCollom
concluded.

Sovereign also intends to record a non-cash, non-operating
impairment charge of approximately $44 million after-tax related
to certain Fannie Mae and Freddie Mac preferred stock.  Sovereign
is recording this unrealized loss as an other-than-temporary
impairment in accordance with generally accepted accounting
principles -- GAAP.  Sovereign holds these investment grade,
high-yielding, fixed-rate securities as part of its available-for-
sale investment portfolio; therefore, the unrealized losses have
already been recorded as a reduction in other comprehensive income
and no additional charges to capital are required.  This write-
down is being taken on approximately $950 million of fixed-rate
securities, which have an effective yield of approximately 8.10%
and are rated AA- and Aa3 by S&P and Moody's.  In total, FNMA and
FHLMC have in excess of $13 billion of outstanding preferred
securities, which are widely held by financial institutions and
other investors across the country.

Mr. McCollom commented, "We are recording this because we believe
it is a proper application of accounting literature, despite the
fact that it does not reflect the true long-term economic value of
these instruments.  Sovereign has held FNMA and FHLMC investment
grade preferred stock in its investment portfolio for several
years and has never sold any of these securities at a loss.  The
financial condition of FNMA and FHLMC is much stronger today than
a year ago and we continue to believe that the market value of
these securities may improve in the future.  However, we cannot
say with certainty that this recovery will occur in the near term;
thus, an other-than-temporary impairment charge is warranted at
this time.

Sovereign Bancorp, Inc. (NYSE: SOV) --
http://www.sovereignbank.com/-- is the parent company of  
Sovereign Bank, an $83 billion financial institution with nearly
800 community banking offices, over 2,000 ATMs (after giving
effect to the recently announced branding agreement in which
Sovereign ATMs will be placed in CVS/pharmacy locations) and
approximately 12,000 team members with principal markets in the
Northeast United States.  Sovereign offers a broad array of
financial services and products including retail banking, business
and corporate banking, cash management, capital markets, wealth
management and insurance.  Sovereign is the 18th largest banking
institution in the United States.  

                           *     *     *

As reported in the Troubled Company Reporter on April 27, 2006,
Moody's Investors Service assigned a Ba2 rating to Sovereign
Bancorp's issuance of $200 million of Perpetual Preferred Stock,
which is being issued as part of the financing for Sovereign's
pending acquisition of Independence Community Bank Corp.


TELENETICS CORP: Haskell & White Resigns as Independent Auditor
---------------------------------------------------------------
Haskell & White LLP, the independent registered public accounting
firm that was engaged as the principal accountant to audit the
consolidated financial statements of Telenetics Corporation,
terminated its relationship with the Company on June 21, 2006.

H&W has not issued a report on the consolidated financial
statements of the Company during the Company's two most recent
fiscal years.  The Company's most recent financial report
submitted with the Securities and Exchange Commission covers the
quarterly period ended September 30, 2004.

According to Telenetics, there were no disagreements with H&W
through the effective date of the auditing firm's resignation.

On or about Aug. 16, 2005, in connection with its audit of the
Company's consolidated financial statements for the year ended
Dec. 31, 2004, for which no report was issued, H&W advised the
Company's audit committee and management of seven matters that H&W
considered to be material weaknesses:

     1. Weak control environment as it pertains to financial
        reporting, including board of directors oversight, change
        in management and lack of Chief Financial Officer.

     2. Lack of timeliness of closing financial records and
        preparing regulatory reports.

     3. Inadequate maintenance of corporate documents including
        timely preparation of minutes from meetings of the board
        of directors and committees thereof.

     4. Lack of segregation of duties in management, accounting
        and reporting functions.

     5. Lack of documentation of internal controls and company
        policies and procedures.

     6. Control over quantities and valuation of inventory.

     7. Failure to resolve a material customer deposit matter.

The Company has not selected a new certifying accountant.

                          About Telenetics

Headquartered in Lake Forest, Telenetics Corp. --
http://www.telenetics.com/-- designs, manufactures and  
distributes wired and wireless data communications products for
customers worldwide.  Telenetics offers a wide range of industrial
grade modems and wireless products, systems and services for
connecting its customers to end-point devices such as meters,
remote terminal units, traffic and industrial controllers and
remote sensors.

Telenetics also provides high-speed communications products for
complex data networks used by financial institutions, air
traffic control systems and public and private wireless network
operators.

At Sept. 30, 2004, Telenetics Corp.'s total liabilities exceed its
total assets by $457,051.


TOWER AUTOMOTIVE: Inks New Lease Agreement with CIT Group
---------------------------------------------------------
The Honorable Allen Gropper of the U.S. Bankruptcy Court for the
Southern District of New York gave Tower Automotive, Inc., and its
debtor-affiliates authority to reject an equipment lease agreement
with The CIT Group/Equipment Financing, Inc., and to enter into a
new lease agreement with CIT.

The Rejection Claim for $8,094,508 will be an allowed general
unsecured claim of CIT against Tower Automotive Tool, LLC, and
Tower Automotive Technology Products, Inc., as guarantor, without
the necessity of CIT having to file a proof of claim.  The
Rejection Claim will not be subject to any defense, challenge,
counterclaim, subordination, set-off or recoupment.

In connection with the Debtors' objection -- among other things,
because there are no owed prepetition amounts -- to proofs of
claim filed by CIT, a ruling will be entered specifically
allowing the Rejection Claim.

Furthermore, Judge Gropper rules that that the New Agreement will
have the same terms as the Existing Agreement, subject to the
modification that, in lieu of the rent payments called for under
the Existing Lease, the Debtors will instead be required to make
five annual payments of $2,172,249 on June 2, 2006, and each
June 2nd after that, through 2010.

To reflect the revised lease payments under the New Agreement,
the parties agree that:

    -- the gross amount of the New Agreement will be approximately
       $11,500,000;

    -- the nominal interest factor under the New Agreement will be
       approximately 8%;

    -- the residual value of the Equipment under the New Agreement
       will be $3,000,000 for the sake of payment calculations;
       and

    -- all other terms and conditions of the Existing Agreement
       will remain in effect.

Moreover, Judge Gropper authorized the Debtors to pay the
Transaction Fee of $40,000 to CIT, and that CIT will be entitled
to deduct the Transaction Fee from the $1,219,743 that CIT agreed
to refund to the Debtors upon entry of this ruling.

                             CIT Lease

Matthew A. Cantor, Esq., at Kirkland & Ellis LLP, in New York,
recounts that as part of the process of determining which
prepetition contracts to assume and which ones to reject, the
Debtors examined their existing agreement with CIT.

Mr. Cantor notes that the Debtors need the equipment leased under
the Existing Agreement because the Equipment is used to produce
"stampings" that Tower supplies under a long-term contract with
DaimlerChrysler.

Before electing to assume the Existing Agreement, however, the
Debtors explored whether they could meet DaimlerChrysler's
requirements more efficiently, in a way that did not require
continued use of the Equipment.

Specifically, the Debtors evaluated out-sourcing, the purchase of
new or used replacement equipment, as well as operational
consolidation, to determine whether there were other ways to meet
their supply commitments.

While they were exploring their strategic alternatives, the
Debtors commenced negotiations with CIT regarding the terms of
the Existing Agreement.  Ultimately, CIT agreed to certain price
concessions.

For this reason, the Debtors determined it was in the best
interests of the estate to reject the Existing Agreement and to
enter into the New Agreement with CIT.

                        The New Agreement

According to Mr. Cantor, the terms of the New Agreement will be
identical to the terms of the Existing Agreement, and the
Existing Agreement will be incorporated by reference into the New
Agreement.

The primary modification of the Existing Agreement is that in
lieu of the rent obligations currently owing under the Existing
Agreement, CIT agrees that the Debtors will make five annual
payments of $2,172,249 every June 2nd, beginning this year
through 2010.

Therefore, the Debtors' obligation under the New Agreement from
this year through 2010 is $10,861,246.

If the Debtors had assumed the Existing Agreement, their
obligations would have totaled approximately $17,700,000 between
now and 2010, Mr. Cantor notes.  Consequently, the Debtors are
saving approximately $7,900,000 under the New Agreement.

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


TOWER AUTOMOTIVE: Can Remove Civil Actions Until October 31
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of new York
further extend the period within which Tower Automotive, Inc., and
its debtor-affiliates may file notices of removal with respect to
civil actions pending on February 2, 2005, to and including the
earlier to occur of:

    (a) October 31, 2006; or

    (b) 30 days after the entry of a Court order terminating the
        automatic stay with respect to the particular action that
        is sought to be removed.

According to Anup Sathy, Esq., at Kirkland & Ellis LLP, in
Chicago, Illinois, the Debtors are continuing to review their
files and records to determine whether they should remove actions
pending in state or federal court to which they might be a party.

Because the Debtors are parties to approximately 225 lawsuits,
and because their key personnel and legal professionals are
assessing these lawsuits while being actively involved in their
reorganization, the Debtors require additional time to consider
filing notices of removal in those actions and proceedings, Mr.
Sathy says tells Judge Gropper.

Since October 2005, the Debtors' management personnel and
professionals continue to be involved in supervising and
implementing several key steps in the Debtors' reorganization,
including:

    (a) pursuing relief pursuant to Sections 1113 and 1114 of the
        Bankruptcy Code including a five-day trial, numerous
        depositions, and reaching a settlement with the Debtors'
        Milwaukee-based unions and the Official Committee of
        Retired Employees;

    (b) identifying and terminating unprofitable business
        ventures;

    (c) continuing the process of reconciling reclamation and
        other priority claims;

    (d) analyzing and addressing issues related to the formulation
        of a Chapter 11 plan of reorganization;

    (e) maintaining the Debtors' sensitive supply chain with their
        customers and vendors;

    (f) negotiating amendments and waivers with the Debtors'
        secured lenders;

    (g) marketing and selling certain non-core assets;

    (h) preparing and filing the Debtors' monthly operating
        reports;

    (i) reviewing various revenue enhancing alternatives and cost-
        reducing measures;

    (j) developing a business plan; and

    (k) negotiating and settling claim and set-off issues among
        the Debtors' vendors and customers.

The Debtors believe that the extension will provide sufficient
time to allow them to consider, and make decisions concerning,
the removal of the civil actions.

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


TOWER PARK: Unsatisfactory Cash Flow Prompts Going Concern Doubt
----------------------------------------------------------------
Vasquez & Company LLP in Los Angeles, California, expressed
substantial doubt about Tower Park Marina's ability to continue as
a going concern after it audited the Company's financial statement
for the fiscal year ended Dec. 31, 2005.  The auditing firm
pointed to the Company's failure to generate a satisfactory level
of cash flow.  Cash flow projections do not indicate significant
improvement in the near term.

The company incurred a $586,000 net loss on $2,129,000 of revenues
for the fiscal year ended Dec. 31, 2005, compared to a $451,000
net loss on $2,146,000 of revenues for the same period in 2004.

At Dec. 30, 2005, the Company's balance sheet showed $3,427,000 in
total assets and liabilities of $8,165,000, resulting in a
stockholders' deficit of $5,183,000.

A full-text copy of the Company's Annual Report is available for
free at http://researcharchives.com/t/s?cf5

                         About Tower Park

Tower Park Marina is located in the Sacramento - San Joaquin Delta
near Sacramento, California.  The partnership has been aggregated
into four reportable business segments: Slip rental; RV parking;
Retail sales; and Fuel services.  Slip rental comprise the wet
boat slip rentals and dry boat storage operations at the marina.  
RV parking represents both long term and transient recreational
vehicle parking at the campgrounds adjacent to the marina.  Retail
sales segment consists of the operations of the retail boat supply
and sundries store at the marina.  The Fuel service segment
reports the operations of the fuel dock at the marina.


TRACKPOWER INC: Mintz & Partners Expresses Going Concern Doubt
--------------------------------------------------------------
Mintz & Partners, LLP, in Toronto, Ontario, raised substantial
doubt about Trackpower, Inc.'s ability to continue as a going
concern after auditing the Company's consolidated financial
statements for the year ended Feb. 28, 2006.  The auditor pointed
to the Company's working capital deficit of $1,795,633 at Feb. 28,
2006.

At Feb. 28, 2006, the Company's balance sheet showed $7,273,764 in
total assets, $3,455,437 in total liabilities, and $3,818,327 in
stockholders' equity.

The Company's February 28 balance sheet showed strained liquidity
with $659,804 in total current assets available to pay $2,455,437
in total current liabilities coming due within the next 12 months.  
The Company said that it will raise additional financing to
continue to fund future operations.

The Company reported a $1,752,500 net loss on zero total revenues
for the year ended Feb. 28, 2006.

A full-text copy of the Company's 2006 Annual Report is available
for free at http://researcharchives.com/t/s?cdc

Based in Wall Street, New York City, TrackPower, Inc. (NASDAQ:
TPWR) -- http://www.trackpower.com/-- is a publicly traded  
company that is currently focused on developing regional
racetracks and gaming projects.  Tioga Downs, the Company's re-
development project near Binghamton, New York, will include a
5/8ths mile harness track, and a gaming and entertainment center.


TRANSCAPITAL FINANCIAL: Taps Genovese Joblove as Bankr. Counsel
---------------------------------------------------------------
TransCapital Financial Corporation asks the U.S. Bankruptcy Court
for the Southern District of Florida for permission to employ
Genovese Joblove & Battista, P.A., as its bankruptcy counsel.

                       Government Litigation

The Debtor tells the bankruptcy court that in Aug. 8, 1995, along
with its debtor-affiliate America Capital Corporation, filed a
complaint in the U.S. Court of Federal Claims asserting both
breach of contract and takings claims styled "America Capital
Corporation & Transcapital Financial Corporation v. United States
(Case No. 95-523C)."

The Debtor says that on May 31, 2005, the Court of Federal Claims
issued its Final Opinion and Order awarding TransCapital
$109,309,000 in damages.  The Government filed an appeal with the
U.S. Court of Appeals for the Federal Circuit on July 27, 2005.  
Oral argument in the appeal of the TransCapital Judgment was
conducted on June 5, 2006, and the appeal still pending.

                    Genovese Joblove Retention

Genovese Joblove will:

    (a) advise the Debtor with respect to its powers and duties as
        debtor and debtor-in-possession in the continued
        management and operation of its business and properties;

    (b) attend meetings and negotiate with representatives of
        creditors and other parties-in-interest and advise and
        consult on the conduct of the case, including all of the
        legal and administrative requirements of operating in
        Chapter 11;

    (c) advise the Debtor in connection with post-petition
        financing and cash collateral arrangements, provide advice
        and counsel with respect to pre-petition financing
        arrangements, and provide advice to the Debtor in
        connection with the emergence financing and capital
        structure, and negotiate and draft documents relating
        thereto;

    (d) advise the Debtor on matters relating to the evaluation of
        the assumption, rejection or assignment of unexpired
        leases and executory contracts;

    (e) provide advice to the Debtor with respect to legal issues
        arising in or relating to the Debtor's ordinary course of
        business including attendance at senior management
        meetings, meetings with the Debtor's financial and
        turnaround advisors and meetings of the board of
        directors, and advice on employee, workers' compensation,
        employee benefits, labor, tax, insurance, securities,
        corporate, business operation, contracts, joint ventures,
        real property, press or public affairs and regulatory
        matters;

    (f) take all necessary action to protect and preserve the
        Debtor's estate, including the prosecution of actions on
        its behalf, the defense of any actions commenced against
        the estate, negotiations concerning all litigation in
        which the Debtor may be involved and objections to claims
        filed against the estate;

    (g) prepare on behalf of the Debtor all motions, applications,
        answers, orders, reports and papers necessary to the
        administration of the estate;

    (h) negotiate and prepare on the Debtor's behalf a plan of
        reorganization, disclosure statement and all related
        agreements or documents, and take any necessary action on
        behalf of the Debtor to obtain confirmation of such
        plan;

    (i) attend meetings with third parties and participate in
        negotiations with respect to the aforementioned matters;

    (j) appear before the bankruptcy court, any appellate
        courts, and the U.S. Trustee, and protect the interests of
        the Debtor's estate before these courts and the U.S.
        Trustee; and

    (k) perform all other necessary legal services and provide all
        other necessary legal advice to the Debtor in connection
        with the Debtor's Chapter 11 case.

Paul J. Battista, Esq., a shareholder at Genovese Joblove, tells
the Court that he will bill $440 per hour for this engagement.  
Mr. Battista discloses that the two other attorneys of the firm
who will work on this engagement bill:

         Professional                   Hourly Rate
         ------------                   -----------
         Allison R. Day, Esq.               $375
         Heather L. Yonke, Esq.             $245

Mr. Battista says that legal assistants and paralegals at the firm
bill between $75 and $150 per hour.

The Debtor tells the Court that due to its lack of funds or assets
unless and until it is successful in the Government Litigation and
collects on the Judgment, the Debtor will pay the Genovese Joblove
in an amount equal to 3x the firm's customary hourly rate for each
hour an attorney and paraprofessional provides services to the
Debtor.  The Debtor says that it has also agreed to pay the fee
upon the later of five business days after receipt of any portion
of the proceeds from the TFC Judgment or the bankruptcy court's
approval of the Fee.

The Debtor says that in the event the Judgment is not collected
and the Fee is not paid prior to:

    (i) June 1, 2007, then the hourly rate will be increased from
        3x the customary hourly rate to three and one-half
        (times the customary hourly rate; and

   (ii) June 1, 2008, then the hourly rate will be increased to
        4x the customary hourly rate,

with the increased hourly rate being applicable to all of the
hours incurred since the commencement of the firm's representation
of the Debtor.

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

Mr. Battista can be reached at:

         Paul J. Battista, Esq.
         Genovese Joblove & Battista, P.A.
         Bank of America Tower at International Place
         100 Southeast Second Street, 44th Floor
         Miami, Florida 33131
         Tel: (305) 349-2300
         Fax: (305) 349-2310
         http://www.gjb-law.com/

                   About TransCapital Financial

Based in Miami, Florida, TransCapital Financial Corporation is a
holding and management company that conducted substantially all of
its operations through its wholly-owned subsidiary, Transohio
Savings Bank, FSB.  Transohio Savings' key activities as a savings
and loans institution were banking and lending and its primary
lending activity was the originating and purchasing of loans
secured by mortgages on residential properties.  Transohio Savings
also endeavored to generate residential loan originations through
branch personnel and real estate brokers.  Mobile home and home
improvement loans were generated through dealers and contractors
and additionally, Transohio Savings made construction loans
generated by contractors that usually extended to not more than
one year in length.  American Capital Corporation owns 65.19% of
TransCapital's interest.

TransCapital Financial Corporation filed for chapter 11 protection
on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed total assets of $109,309,000 and total debts
of $36,094,038.

American Capital also filed for chapter 11 protection on June 19,
2006 (Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq.,
at Bilzin Sumberg Baena Price & Axelrod LLP, represents American
Capital.


TRANSCAPITAL FINANCIAL: Section 341(a) Meeting Set on August 3
--------------------------------------------------------------
The U.S. Trustee for Region 21 will convene a meeting of
TransCapital Financial Corporation's creditors at 11:00 a.m., on
Aug. 3, 2006, at the Claude Pepper Federal Building, 51 Southwest
First Avenue, Room 1021 in Miami, Florida.  This is the first
meeting of creditors required under Section 341(a) of the
Bankruptcy Code in all bankruptcy cases.

All creditors are invited, but not required, to attend.  This
Meeting of Creditors offers the one opportunity in a bankruptcy
proceeding for creditors to question a responsible officer of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

                   About TransCapital Financial

Based in Miami, Florida, TransCapital Financial Corporation is a
holding and management company that conducted substantially all of
its operations through its wholly-owned subsidiary, Transohio
Savings Bank, FSB.  Transohio Savings' key activities as a savings
and loans institution were banking and lending and its primary
lending activity was the originating and purchasing of loans
secured by mortgages on residential properties.  Transohio Savings
also endeavored to generate residential loan originations through
branch personnel and real estate brokers.  Mobile home and home
improvement loans were generated through dealers and contractors
and additionally, Transohio Savings made construction loans
generated by contractors that usually extended to not more than
one year in length.  American Capital Corporation owns 65.19% of
TransCapital's interest.

TransCapital Financial Corporation filed for chapter 11 protection
on June 19, 2006 (Bankr. S.D. Fla. Case No, 06-12644).  Paul J.
Battista, Esq., at Genovese Joblove & Battista, P.A., represents
the Debtor.  When the Debtor filed for protection from its
creditors, it listed total assets of $109,309,000 and total debts
of $36,094,038.

American Capital also filed for chapter 11 protection on June 19,
2006 (Bankr. S.D. Fla. Case No.  06-12645).  Mindy A. Mora, Esq.,
at Bilzin Sumberg Baena Price & Axelrod LLP, represents American
Capital.


USA COMMERCIAL: Gets Court Nod to Hire Ray Quinney as Counsel
-------------------------------------------------------------
USA Commercial Mortgage Company and its debtor-affiliates obtained
permission from the U.S. Bankruptcy Court for the District of
Nevada to employ Ray Quinney & Nebeker, P.C., as their bankruptcy
counsel.

As reported in the Troubled Company Reporter on May 9, 2006, Ray
Quinney will:

   a. prepare on behalf of the Debtors any necessary motions,
      applications, answers, orders, reports and papers as
      required by applicable bankruptcy or non-bankruptcy law,
      dictated by the demands of the cases, or required by the
      Court, and represent the Debtors in proceedings and
      hearings;

   b. assist the Debtors in analyzing and pursuing any proposals
      relating to the disposition of assets of the Debtors'
      estate;

   c. review, analyze and advise the Debtors regarding claims or
      causes of action to be pursued on behalf of their
      respective estates;

   d. assist Debtors in providing information to creditors,
      partners in interest and investors;

   e. review, analyze and advise the Debtors regarding any fee
      applications or other issues involving professional
      compensation in the Debtors' respective cases;

   f. prepare and advise the Debtors regarding any chapter 11
      plan filed by the Debtors and advise the Debtors regarding
      chapter 11 plans filed by other constituents in the
      Debtors' respective cases;

   g. assist the Debtors in negotiations with various creditor
      constituencies regarding treatment, resolution and payment
      of the creditors' claims;

   h. review and analyze the validity of the claims filed and
      advise the Debtors as to the filing of objections to
      claims, if necessary;

   i. provide continuing legal advice with respect to the
      bankruptcy estate, litigation, avoidance actions and other
      legal matters; and

   j. perform all other necessary legal services as may be
      required by the needs of the Debtors.

Annette W. Jarvis, Esq., a Ray Quinney partner, told the Court
that the Firm's professionals bill:

      Professional                 Hourly Rate
      ------------                 -----------
      Partners                     $245 - $315
      Senior & Special Counsel     $230 - $315
      Associates                   $195 - $250
      Paralegals                      $120

Ms. Jarvis assured the Court that the Firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code.

Based in Las Vegas, Nevada, USA Commercial Mortgage Company, dba
USA Capital (USACM) -- http://www.usacapitalcorp.com/-- provides  
more than $1 billion in short-term and permanent financing to
homebuilders, commercial developers, apartment owners and
institutions nationwide.  The Company and its debtor-affiliates
filed for chapter 11 protection on April 13, 2006 (Bankr. D. Nev.
Case Nos. 06-10725 to 06-10729).  Lenard E. Schwartzer, Esq., at
Schwartzer & Mcpherson Law Firm, represents the Debtors.  Candace
C. Carlyon, Esq., and Shawn w. Miller, Esq., at Shea & Carlyon,
Ltd., represent the Debtors' Investor Committees.  When the
Debtors filed for protection from their creditors, they estimated
assets of more than $100 million and debts between $10 million and
$50 million.


USN CORP: Liquidity Issues Prompt Auditor's Going Concern Doubt
---------------------------------------------------------------
Creason & Associates, P.L.L.C., expressed substantial doubt about
USN Corporation's ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 31, 2006.

Creason & Associates pointed to the Company's $15,775,000
working capital deficit, and $14,628,000 net loss for the year
ending March 31, 2006.

As of March 31, 2006, the Company's balance sheet reported assets
amounting to $3,326,118, debts aggregating $18,117,629, and a
$14,791,511 stockholders' deficit.

A full-text copy of the Company's Annual Report in Form 10-KSB
filed with the Securities and Exchange Commission is available for
free at http://ResearchArchives.com/t/s?ce8

                            About USN

Headquartered in Los Angeles, California, USN Corporation, fka
Premier Concepts Inc., through its wholly owned subsidiary, USN
Television Group, Inc. -- http://www.usntvg.com/-- is a retailer   
of consumer products, such as jewelry, watches, coins and other
collectibles, through interactive electronic media using
broadcast, cable and satellite television and the Internet.  USN
TV's programming is transmitted by satellite to cable television
systems, direct broadcast satellite systems, including DirecTV,
and television broadcasting stations across the United States.  
USN TV also markets its products through the Internet.  Revenues
are primarily generated from sales of merchandise offered through
USN TV's television home shopping programming.

USN filed a voluntary chapter 11 petition on Oct. 10, 200 (Bankr.
C.D. Calif. Case No. 03-36445).  The Bankruptcy Court confirmed
the Company's First Amended Chapter 11 Reorganization Plan on
Nov. 30, 2004.  Lawrence A. Diamant, Esq., at Robinson, Diamant, &
Wolkowitz, represented the Debtor in its chapter 11 restructuring.  
USN will remain subject to the jurisdiction of the Bankruptcy
Court until it makes its final payment to unsecured creditors in
the fourth quarter of fiscal year 2006.


VALENCE TECH: Losses & Deficit Spur Deloitte's Going Concern Doubt
------------------------------------------------------------------
Deloitte & Touche LLP expressed substantial doubt about Valence
Technology, Inc.'s ability to continue as a going concern after
auditing the Company's financial statements for the fiscal year
ending March 3, 2006.

Deloitte & Touche pointed to the Company's recurring losses from
operations, negative cash flows from operations and net
stockholders' capital deficiency.

The Company incurred $32,724,000 net loss on $17,214,000 of
revenues for the year ending March 31, 2006.  As of
March 31, 2006, the Company's balance sheet showed assets
amounting to $11,632,000 and debts totaling $79,234,000.  The
Company's equity deficit widened to $76,212,000 from a $54,642,000
deficit at March 31, 2005.

A full-text copy of the Company's Annual Report in Form 10-K filed
with the Securities and Exchange Commission is available for free
at http://ResearchArchives.com/t/s?cea

Headquartered in Austin, Texas, Valence Technology, Inc., --
http://www.valence.com/-- develops and markets battery systems
using Saphion(R) technology, the industry's first commercially
available, safe, large-format Lithium-ion rechargeable battery
technology.  Valence Technology holds an extensive, worldwide
portfolio of issued and pending patents relating to its Saphion
technology and lithium-ion rechargeable batteries.  The company
has facilities in Texas, Las Vegas, Nevada, and Suzhou and
Shanghai, China.  Valence is traded on the Nasdaq Capital Market
under the symbol VLNC.


VIRBAC CORP: Settlement Ends SEC's Probe on Accounting Practices
----------------------------------------------------------------
Virbac Corporation has entered into a settlement with the U.S.
Securities and Exchange Commission.  The settlement concerns the
investigation conducted by the SEC into alleged violations of
federal securities laws relating to the previously disclosed
restatement of Virbac's consolidated financial statements for the
two years ended Dec. 31, 2002, and the interim periods ended March
31 and June 30, 2003.  The restatement of the Company's financial
statements followed an internal inquiry launched by the Company's
Audit Committee into certain allegations concerning the Company's
revenue recognition practices and financial reporting for those
periods.

Without admitting or denying the Commission's allegations against
it, Virbac settled the enforcement proceedings by consenting to an
injunction requiring future compliance with specific provisions of
the federal securities laws.  In addition, Virbac has agreed to
undertakings requiring the Company to implement annual training
programs and internal certifications for certain personnel
concerning accounting, compliance and regulatory matters.  The
terms of the settlement do not require the Company to pay a fine,
and accordingly, the Company will reverse in the second quarter of
2006 a previously accrued $500,000 settlement fine.

"Virbac cooperated with the SEC during the course of its
investigation and is pleased to resolve this matter," Jean M.
Nelson, executive vice president and chief financial officer said.

Located in Fort Worth, Texas, Virbac Corporation (Nasdaq: VBAC) --
http://www.virbaccorp.com/-- markets veterinary products under  
the brand names of Soloxine(R), C.E.T.(R) Home Dental Care, the
Allerderm line of dermatology products, IVERHART(R) Plus Flavored
Chewables, and Preventic(R).


WINN-DIXIE: Ex-Officers Vindicated in Committee Counsel's Report
----------------------------------------------------------------
On June 29, 2006, Milbank, Tweed, Hadley & McCloy LLP, and Akerman
Senterfitt submitted a report to the Official Committee of
Unsecured Creditors on their investigation of possible claims of
the Debtors' estates arising primarily from actions by Winn-
Dixie Stores, Inc.'s directors and officers in the period leading
up to Winn-Dixie's bankruptcy filing in February 2005.

Before the Debtors filed for bankruptcy, allegations of wrongdoing
were made against the current and former directors and officers of
Winn-Dixie in class action lawsuits and in a demand by
shareholders that the company commence litigation against certain
directors and officers.

An investigation under Section 1103(c)(2) of the Bankruptcy Code
was undertaken to determine what viable claims, if any, the
Debtors' estates may hold against current and former directors
and officers of the company, which if pursued, could bring
additional distributable value into the Debtors' estates.

Milbank and Akerman conclude that on balance there are likely no
viable causes of action by the Debtors' estates against any
current or former director or officer of the company that have a
reasonable probability of success in producing a benefit for the
Debtors' estates.  Unless new facts are proven or come to light,
claims related to the issues are not likely to prevail.

From a broader perspective, Milbank and Akerman conclude that
Winn-Dixie's bankruptcy was not directly precipitated by the
misconduct of its current or former directors or officers.

Milbank and Akerman note that Winn-Dixie operates in a market
with intense competition and small margins.  As the marketplace
changed over the past decade, the company, not for lack of trying,
did not successfully adapt and ultimately found itself unable to
maintain profitability.

Milbank and Akerman examined the way in which the company has
accounted for asset impairment and self-insurance, with a focus
on the amount and timing of the expenses taken.  They conclude
that expenses related to both of these issues appear to be
appropriate.

Another accounting-related issue was the material weakness
announced in the company's 2005 Form 10-K related to accounting
of vendor contracts.  Milbank and Akerman agree with Winn-Dixie's
conclusion that proper controls were not in place.  Because no
company assets were misappropriated, no cause of action exists
that could bring additional money into the estate, Milbank and
Akerman relate.

In addition, Milbank and Akerman examined the company's tax
treatment for company-owned life insurance policies and store
retrofit expenses stemming from the accounting treatment applied
to them by Company management.  Milbank and Akerman believe the
company's tax positions, although disputed by the Internal
Revenue Service, were legitimate and taken in good faith.

Milbank and Akerman also investigated the management and
administration of a number of retirement plans offered by Winn-
Dixie.

The investigation suggests that neither the Management Security
Plan nor the Supplemental Retirement Plan were managed or
administered in any way which gives rise to an actionable claim
by the estate.

The Management Security Plan is designed to provide retirement
and death benefits to certain senior management.  The
Supplemental Retirement Plan is a non-ERISA, company-matching
retirement plan available to all employees.

According to Milbank and Akerman, there's also no actionable
claim arising from the management and administration of Winn-
Dixie's 401(k) plan.  Milbank and Akerman gave particular
attention to decisions related to investment in Winn-Dixie stock.

The Investigation also examined the payment of dividends, which
raises an issue of prudence, considering the company's
performance at times when certain dividends were paid.  However,
after investigation, Milbank and Akerman conclude that the
company's dividend payments were terminated before the company
was within the "zone of insolvency," and that the last dividend
paid in January 2004, was relatively small and had no material
impact on the company's financial performance.

A full-text copy of the Committee Counsel's Report is available
for free at http://ResearchArchives.com/t/s?cd2

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


WINN-DIXIE: Wants Wachovia Commitment Letter Approved
-----------------------------------------------------
Winn-Dixie Stores, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Middle District of Florida to approve a
commitment letter dated June 28, 2006, for Wachovia Bank, National
Association's provision of, and Wachovia Capital Markets, LLC's
arrangement and syndication of, a $725,000,000 senior secured exit
financing facility.

D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP,
in New York, relates that, for over several months, the Debtors
and their financial advisor, The Blackstone Group, solicited
proposals from prospective lenders for financing facilities to
ensure that the Debtors have access, upon exit from Chapter 11,
to the most cost-effective financing arrangement.

After evaluating proposals by 14 financial institutions, the
Debtors determined that Wachovia's offer provides them with the
most favorable terms for an exit facility.

Wachovia has agreed to provide a $725,000,000 facility consisting
of revolving loans, with a $300,000,000 sublimit for letters of
credit.

At its option, Winn-Dixie Stores, Inc., may, not less than 30
days prior to the closing of the Exit Facility, upon notice to
and after consultation with Wachovia, as agent, elect to reduce
the amount of the Maximum Credit but in no event less than
$600,000,000.

The Debtors will have the option to increase the Maximum Credit
by up to $100,000,000 in increments of not less than $25,000,000,
subject to certain terms and conditions.

The Revolving Loan will have a maturity date five years from the
closing date.

Upon its execution of the Commitment Letter, Winn-Dixie, as
administrative borrower, will specify to Wachovia Capital Markets
in writing which of two base alternatives should be included in
the Loan Documents.

Winn-Dixie Stores and its subsidiaries that are borrowers under
the DIP Credit Agreement, dated February 23, 2005, with Wachovia,
will act as borrowers under the Exit Facility.  Winn-Dixie's
direct or indirect U.S. subsidiaries will guarantee the Borrowers'
obligations under the Exit Facility.

To secure all obligations under the Exit Facility, Wachovia and
the Lenders will have first priority, perfected security interests
in and liens upon the Collateral, but as to priority, subject to
the liens as are permitted under the Loan Documents.

                            Interest

The Borrowers may elect that all or portions of the Revolving
Loans bear interest at:

    (a) the Applicable Margin plus the ABR; or

    (b) the Applicable Margin plus the Adjusted Eurodollar Rate.

ABR refers to the higher of (i) Wachovia's prime rate or (ii) the
federal funds effective rate plus 0.50%.

The Applicable Margin will be calculated and established each
fiscal quarter and remain in effect until adjusted thereafter
after the end of the next fiscal quarter:

           Quarterly
        Average Excess         Eurodollar      ABR         Standby
Tier    Availability          Rate Margin  Rate Margin  LC Margin
---   --------------         -----------  -----------  ---------
  1    less than or equal          1.25%        0%           1.25%
       to $400,000,000

  2    less than $400,000,000      1.50%        0%           1.50%
       & equal to or greater
       than $300,000,000

  3    less than $300,000,000      1.75%        0%           1.75%
       & equal to or greater
       than $200,000,000

  4    less than $200,000,000      2.00%      .25%           2.00%
       & equal to or greater
       than $125,000,000

  5    less than $125,000,000      2.25%      .50%           2.25%

                       Financial Covenants

The Debtors agree to maintain Minimum EBITDA in amounts and for
periods to be agreed upon by the parties, which will be tested
quarterly based on the four immediately preceding fiscal quarters
for which Wachovia has received financial statements, except that
the first four quarters following the closing date will be tested
based upon Minimum EBITDA less capital expenditures in amounts to
be agreed upon by the parties for the period, provided, that,
compliance with the financial covenants will not be required so
long as Excess Availability is greater than $75,000,000.

                     Fees and Reimbursements

The Debtors will promptly reimburse Wachovia for all reasonable
costs and expenses it incurs in connection with its continuing
review of the transaction and the preparation and negotiation of
the Commitment Letter.  Wachovia estimates that the costs and
expenses it will incur in connection with (i) certain third party
appraisals on the Debtors' inventory and pharmacy scripts, and
(ii) an updated field examination of the Debtors, for the period
from June 29, 2006, through the closing date each will not exceed
$60,000.

The Debtors agree to pay:

     -- an unused line fee of 0.25% per annum on the amount by
        which the Maximum Credit exceeds the average monthly
        balance of Revolving Loans and L/Cs outstanding, payable
        monthly in arrears; and

     -- letter of credit fees equal to 1.00% on the daily
        outstanding balance of commercial L/Cs and the applicable
        percentage of the Applicable Margin for Eurodollar Rate
        Loans on the daily outstanding balance of standby L/Cs, in
        each case payable monthly in arrears.

               Exclusivity, Indemnification & Closing

The Debtors' arrangements with Wachovia Capital Markets will be
on an exclusive basis and the Debtors will not engage, solicit or
otherwise consult with other financial institutions regarding
another exit facility.

The Debtors will indemnify Wachovia and its affiliates, as well
as their directors and employees, against all losses, claims, and
liabilities, which may be incurred by, or asserted against, in
connection with the Commitment Letter and the Exit Facility.

The closing of the Exit Facility is subject to the satisfaction
of various conditions, including the entry of the Confirmation
Order no later than November 30, 2006, including the occurrence
of the closing no later than December 31, 2006.

A full-text copy of the Exit Facility Term Sheet is available for
free at http://ResearchArchives.com/t/s?cd1

http://bankrupt.com/misc/wdix_exitfacility_terms.pdf

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


YOUTHSTREAM MEDIA: Weinberg & Company Raises Going Concern Doubt
----------------------------------------------------------------
Weinberg & Company, P.A., in Los Angeles, Calif., raised
substantial doubt about YouthStream Media Networks, Inc.'s ability
to continue as a going concern after auditing the Company's
consolidated financial statements for the years ended Sept. 30,
2005, and 2004.  The auditor pointed to the Company's losses;
negative cash flow from operations; negative working capital; and
accumulated and stockholders' deficiencies.

The Company reported a $3,430,562 net loss on $69,182,475 of net
sales for the year ended Sept. 30, 2005, compared to a $2,365,620
net loss with no sales for the same period in 2004.

At Sept. 30, 2005, the Company's balance sheet showed $41,922,254
in total assets and $121,522,604 in total liabilities, resulting
in a $79,600,350 stockholders' deficit.

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

YouthStream Media Networks, Inc., owns and operates Kentucky
Electric Steel.  It is a steel mini-mill located in Ashland,
Kentucky.


ZIM CORP: Raymond Chabot Raises Going Concern Doubt
---------------------------------------------------
Raymond Chabot Grant Thornton LLP expressed substantial doubt
about ZIM Corporation's ability to continue as a going concern
after auditing the Company's financial statements for the fiscal
years ended March 31, 2006, and 2005.  The auditing firm pointed
to the Company's net loss of $3,388,493 for the year and negative
cash flows from operations during each of the last five years.

ZIM generated revenue of $3,595,315 for the fiscal year ended
March 31, 2006, a decrease from $4,031,198 in the prior year.  The
decrease in revenue is primarily attributable to the decline in
revenue from the Company's SMS aggregation services caused by the
continued saturation of the aggregation market.

Net loss for the year ended March 31, 2006 was $3,388,493,
compared to the net loss for the year ended March 31, 2005 of
$3,964,107.  Included in the net loss for the year ended March 31,
2006 is a non-cash amount of $2,133,197 relating to the impairment
of the goodwill acquired in the EPL acquisition in fiscal 2004.  
The goodwill had represented the Company's anticipated ability to
generate future cash flows from its aggregation business.  Due to
the decrease in revenues relating to these services, impairment
was recorded in the third quarter.  

"Although ZIM experienced a decrease in SMS aggregation revenues,
we continued to build our relationships and technology for the
mobile industry.  With our previously announced acquisition of
Advanced Internet Inc., which operates two internet portals,
www.monstertones.com and www.ringingphones.com, we are well
positioned to expand our business in the mobile content market for
fiscal 2007," said Dr. Michael Cowpland, President and CEO of ZIM.

ZIM had cash of $ 237,035 and a line of credit of $ 29,967 at
March 31, 2006, as compared to a cash balance of $737,888 at March
31, 2005.  

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

ZIM Corporation -- http://www.zim.biz/-- is a mobile service  
provider, aggregator and application developer for the global SMS
market.  ZIM's products include mobile e-mail and office tools,
such as ZIM SMS Chat, and its message delivery services include
Bulk SMS, Premium SMS and Location Based Services.  ZIM is also a
provider of enterprise-class software and tools for designing,
developing and manipulating database systems and applications.
Through its two-way SMS expertise and mobile-enabling
technologies, ZIM bridges the gap between data and mobility.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------

July 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      The New Bankruptcy Code Nine Months Later
         Rivers Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

July 12, 2006  
   BEARD AUDIO CONFERENCES
      Clash of the Titans -- Bankruptcy vs. IP Rights
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

July 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13-16, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Newport Marriott, Newport, Rhode Island
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 18, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Red Bank, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 18-19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Distressed & Turnaround Investing Congress
         Swiss"tel The Drake, New York, New York
            Contact: http://www.turnaround.org/

July 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         South Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

July 26, 2006
   BEARD AUDIO CONFERENCES
      Distressed Market Opportunities
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

July 26-29, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southeast Bankruptcy Workshop
         The Ritz Carlton Amelia Island, Amelia Island, Florida
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Should legislative protection or indemnities
      be provided to Chief Restructuring Officers
      to encourage turnarounds?
         Bondi Room, Sydney, NSW
            Contact: http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Golf & Tennis Outing
         Raritan Valley Country Club, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Summer Social BBQ
         Colonial Springs Country Club, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

August 3, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 3-5, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Mid-Atlantic Bankruptcy Workshop
         Hyatt Regency Chesapeake Bay, Cambridge, Maryland
            Contact: 1-703-739-0800; http://www.abiworld.org/

August 3, 2006
   BEARD AUDIO CONFERENCES
      Homestead Exemptions under BAPCPA
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

August 9, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

August 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      DIP Panel Discussion
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

August 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Family Night Baseball with the NJ Jackals
         (Yogi Berra Autograph Night)
            Jackals Stadium, Montclair, New Jersey
               Contact: 908-575-7333 or http://www.turnaround.org/

August 25, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Fishing Trip
         Point Pleasant, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

August 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      4th Annual Alberta Golf Tournament
         Kananaskis Country Golf Course, Kananaskis, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

September 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Business Mixer
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

September 7-8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Saratoga Regional Conference
         Gideon Putnam Hotel, Saratoga Springs, New York
            Contact: http://www.turnaround.org/

September 7-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Southwest Bankruptcy Conference
         Wynn Las Vegas, Las Vegas, Nevada
            Contact: 1-703-739-0800; http://www.abiworld.org/

September 8-9, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         London, England
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         TBA, Secaucus, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI Turnaround Formal Event
         Long Island, New York
            Contact: http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Function
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

September 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Formal Event - Major Speaker to be Announced
         Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

September 17-24, 2006
   NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES
      Optional Alaska Cruise
         Seattle, Washington
            Contact: 800-929-3598 or http://www.nabt.com/

September 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Bankers Club, Miami, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 21, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring Workshop With US
      Bankruptcy Judges Hale, Nelms and Lynn
         Belo Mansion - The Pavilion, Dallas, TX
            Contact: www.turnaround.org

September 24, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Restructuring the Troubled High Tech Company
         Arizona
            Contact: http://www.turnaround.org/

September 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Education Program with NYIC Joint Reception
         CFA/RMA/IWIRC
            Woodbridge Hilton, Iselin, NJ
               Contact: http://www.turnaround.org/

September 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      7th Annual Cross Border Business Restructuring and
         Turnaround Conference
            Banff, Alberta
               Contact: http://www.turnaround.org/

October 5, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Commercial Lenders Breakfast
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 10, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Center Club, Baltimore, Maryland
            Contact: 703-912-3309 or http://www.turnaround.org/

October 11, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Professional Development Meeting
         Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

October 11-14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      2006 Annual Conference
         Milleridge Cottage, Long Island, New York
            Contact: 312-578-6900; http://www.turnaround.org/

October 17, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Updates on the New Bankruptcy Law
         Kansas City, Missouri
            Contact: http://www.turnaround.org/

October 19, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Billards Networking Night - Young Professionals
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 26, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Speaker Series #3
         TBA, Calgary, Alberta
            Contact: 403-294-4954 or http://www.turnaround.org/

October 31, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

October 31 - November 1, 2006
   INTERNATIONAL WOMEN'S INSOLVENCY & RESTRUCTURING CONFEDERATION
      IWIRC Annual Conference
         San Francisco, California
            Contact: http://www.iwirc.com/

November 1, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Halloween Isn't Over! - Ghosts of turnarounds past who
         remind you about what you should have done differently
            Portland, Oregon
               Contact: http://www.turnaround.org/

November 1-4, 2006
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         San Francisco, California
            Contact: http://www.ncbj.org/

November 2-3, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Third Annual Conference on Physician Agreements & Ventures
      Successful Strategies for Medical Transactions and
      Investments
         The Millennium Knickerbocker Hotel - Chicago
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         Marriott, Bridgewater, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/   

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast Meeting
         Marriott Tyson's Corner, Vienna, Virginia
            Contact: 703-912-3309 or http://www.turnaround.org/

November 8, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Australia National Conference
         Sydney, Australia
            Contact: http://www.turnaround.org/

November 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon Program
         St. Louis, Missouri
            Contact: 815-469-2935 or http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Joint Reception with NYIC/NYTMA
         TBA, New York
            Contact: 908-575-7333 or http://www.turnaround.org/

November 15, 2006
   LI TMA Formal Event
      TMA Australia National Conference
         Long Island, New York
            Contact: http://www.turnaround.org/

November 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      South Florida Dinner
         Citrus Club, Orlando, Florida
            Contact: 561-882-1331 or http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Bankruptcy Judges Panel
         Duquesne Club, Pittsburgh, Pennsylvania
            Contact: http://www.turnaround.org/

November 16, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Dinner Program
         TBA, Seattle, Washington
            Contact: 503-223-6222 or http://www.turnaround.org/

November 23, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Party
         Vancouver, British Columbia
            Contact: 403-294-4954 or http://www.turnaround.org/

November 27-28, 2006
   BEARD GROUP & RENAISSANCE AMERICAN CONFERENCES
      Thirteenth Annual Conference on Distressed Investing
      Maximizing Profits in the Distressed Debt Market
         The Essex House Hotel - New York
            Contact: 903-595-3800; 1-800-726-2524;
            http://www.renaissanceamerican.com/

November 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Luncheon
         Centre Club, Tampa, FL
            Contact: 561-882-1331 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Special Program
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

November 29, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Turnaround Industry Trends
         Jasna Polana, Princeton, NJ
            Contact: http://www.turnaround.org/

November 30-December 2, 2006
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Hyatt Regency at Gainey Ranch, Scottsdale, Arizona
            Contact: 1-703-739-0800; http://www.abiworld.org/

December 6, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Dinner
         Portland, Oregon
            Contact: 503-223-6222 or http://www.turnaround.org/

December 7, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Networking Breakfast
         The Newark Club, Newark, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      LI TMA Holiday Party
         TBA, Long Island, New York
            Contact: 631-251-6296 or http://www.turnaround.org/

December 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Christmas Function
         GE Commercial Finance, Sydney, Australia
            Contact: 0438 653 179 or http://www.turnaround.org/

February 2007
   AMERICAN BANKRUPTCY INSTITUTE
      International Insolvency Symposium
         San Juan, Puerto Rico
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 15-18, 2007
   NATIONAL ASSOCIATION OF BANKRUTPCY TRUSTEES
      NABT Spring Seminar
         Ritz-Carlton Buckhead, Atlanta, GA
            Contact: http://www.NABT.com/

March 27-31, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Spring Conference
         Four Seasons Las Colinas, Dallas, Texas
            Contact: http://www.turnaround.org/

March 29-31, 2007
   ALI-ABA
      Chapter 11 Business Reorganizations
         Scottsdale, Arizona
            Contact: 1-800-CLE-NEWS; http://www.ali-aba.org/

April 11-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      ABI Annual Spring Meeting
         J.W. Marriott, Washington, DC
            Contact: 1-703-739-0800; http://www.abiworld.org/

June 6-9, 2007
   ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS
      23rd Annual Bankruptcy & Restructuring Conference
         Westin River North, Chicago, Illinois
            Contact: http://www.airacira.org/

June 14-17, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Central States Bankruptcy Workshop
         Grand Traverse Resort, Traverse City, Michigan
            Contact: 1-703-739-0800; http://www.abiworld.org/

July 12-15, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Northeast Bankruptcy Conference
         Marriott, Newport, RI
            Contact: 1-703-739-0800; http://www.abiworld.org/

October 10-13, 2007
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Orlando, Florida
            Contact: http://www.ncbj.org/

October 16-19, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

December 6-8, 2007
   AMERICAN BANKRUPTCY INSTITUTE
      Winter Leadership Conference
         Westin Mission Hills Resort, Rancho Mirage, California
            Contact: 1-703-739-0800; http://www.abiworld.org/

March 25-29, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Spring Conference
         Ritz Carlton Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

September 24-27, 2008
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Scottsdale, Arizona
            Contact: http://www.ncbj.org/

October 28-31, 2008
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Copley Place, Boston, Massachusetts
            Contact: 312-578-6900; http://www.turnaround.org/

October 5-9, 2009
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         Marriott Desert Ridge, Phoenix, Arizona
            Contact: 312-578-6900; http://www.turnaround.org/

2009 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         Las Vegas, Nevada
            Contact: http://www.ncbj.org/

October 4-8, 2010
   TURNAROUND MANAGEMENT ASSOCIATION
      TMA Annual Convention
         JW Marriott Grande Lakes, Orlando, Florida
            Contact: http://www.turnaround.org/

2010 (TBA)
   NATIONAL CONFERENCE OF BANKRUPTCY JUDGES
      National Conference of Bankruptcy Judges
         New Orleans, Louisiana
            Contact: http://www.ncbj.org/

   BEARD AUDIO CONFERENCES
      Coming Changes in Small Business Bankruptcy
         Audio Conference Recording
            Contact: 240-629-3300;           
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Distressed Real Estate under BAPCPA
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing
         Audio Conference Recording
            Contact: 240-629-3300;
          http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Fundamentals of Corporate Bankruptcy and Restructuring
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Reverse Mergers - the New IPO?
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Dana's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Employee Benefits and Executive Compensation
      under the New Code
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/


   BEARD AUDIO CONFERENCES
      Validating Distressed Security Portfolios: Year-End Price        
      Validation and Risk Assessment
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changing Roles & Responsibilities of Creditors' Committees
      Audio Conference Recording
         Contact: 240-629-3300;  
         http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Calpine's Chapter 11 Filing
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Healthcare Bankruptcy Reforms
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Changes to Cross-Border Insolvencies
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      The Emerging Role of Corporate Compliance Panels
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      Privacy Rights, Protections & Pitfalls in Bankruptcy  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

   BEARD AUDIO CONFERENCES
      High-Yield Opportunities in Distressed Investing  
         Audio Conference Recording
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

The Meetings, Conferences and Seminars column appears in the
Troubled Company Reporter each Wednesday. Submissions via e-mail
to conferences@bankrupt.com are encouraged.

                             *********

Monday's edition of the TCR delivers a list of indicative prices
for bond issues that reportedly trade well below par.  Prices are
obtained by TCR editors from a variety of outside sources during
the prior week we think are reliable.  Those sources may not,
however, be complete or accurate.  The Monday Bond Pricing table
is compiled on the Friday prior to publication.  Prices reported
are not intended to reflect actual trades.  Prices for actual
trades are probably different.  Our objective is to share
information, not make markets in publicly traded securities.
Nothing in the TCR constitutes an offer or solicitation to buy or
sell any security of any kind.  It is likely that some entity
affiliated with a TCR editor holds some position in the issuers'
public debt and equity securities about which we report.

Each Tuesday edition of the TCR contains a list of companies with
insolvent balance sheets whose shares trade higher than $3 per
share in public markets.  At first glance, this list may look like
the definitive compilation of stocks that are ideal to sell short.  
Don't be fooled.  Assets, for example, reported at historical cost
net of depreciation may understate the true value of a firm's
assets.  A company may establish reserves on its balance sheet for
liabilities that may never materialize.  The prices at which
equity securities trade in public market are determined by more
than a balance sheet solvency test.

A list of Meetings, Conferences and Seminars appears in each
Wednesday's edition of the TCR. Submissions about insolvency-
related conferences are encouraged.  Send announcements to
conferences@bankrupt.com/

On Thursdays, the TCR delivers a list of recently filed chapter 11
cases involving less than $1,000,000 in assets and liabilities
delivered to nation's bankruptcy courts.  The list includes links
to freely downloadable images of these small-dollar petitions in
Acrobat PDF format.

Each Friday's edition of the TCR includes a review about a book of
interest to troubled company professionals.  All titles are
available at your local bookstore or through Amazon.com.  Go to
http://www.bankrupt.com/books/to order any title today.

Monthly Operating Reports are summarized in every Saturday edition
of the TCR.

For copies of court documents filed in the District of Delaware,
please contact Vito at Parcels, Inc., at 302-658-9911.  For
bankruptcy documents filed in cases pending outside the District
of Delaware, contact Ken Troubh at Nationwide Research &
Consulting at 207/791-2852.

                             *********

S U B S C R I P T I O N   I N F O R M A T I O N

Troubled Company Reporter is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland,
USA.  Marie Therese V. Profetana, Robert Max Victor M. Quiblat II,
Shimero R. Jainga, Joel Anthony G. Lopez, Emi Rose S.R. Parcon,
Rizande B. Delos Santos, Cherry A. Soriano-Baaclo, Christian Q.
Salta, Jason A. Nieva, Lucilo M. Pinili, Jr., Tara Marie A. Martin
and Peter A. Chapman, Editors.

Copyright 2006.  All rights reserved.  ISSN: 1520-9474.

This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without prior
written permission of the publishers.  Information contained
herein is obtained from sources believed to be reliable, but is
not guaranteed.

The TCR subscription rate is $725 for 6 months delivered via e-
mail. Additional e-mail subscriptions for members of the same firm
for the term of the initial subscription or balance thereof are
$25 each.  For subscription information, contact Christopher Beard
at 240/629-3300.

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