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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 12, 2006, Vol. 10, No. 164

                             Headlines

AEROSOL PACKAGING: Taps Jampol Schleicher as Bankruptcy Counsel
AIRBASE SERVICES: Files Schedules of Assets and Liabilities
AIRBASE SERVICES: Ch. 11 Trustee Hires Haynes and Boone as Counsel
ALERIS INT'L: Moody's Rates $650 Mil. Proposed Term Loan at Ba3
ALLIED HOLDINGS: Wants Plan Filing Period Extended to November 1

ALM MEDIA: Acquires Assets of New York City Events Producer
APHTON CORP: Wants Court to Set September 15 as Claims Bar Date
ARADIGM CORP: Novo Nordisk Partnership Agreement Raises $27.5 Mil.
ARMSTRONG WORLD: Closing Arguments on Confirmation of Ch. 11 Plan
ARMSTRONG WORLD: OCM Opportunities Resigns from Creditors Panel

BACHRACH CLOTHING: Committee Wants to Tap Kronish Lieb as Counsel
BEARD COMPANY: PinnOak Makes $660,000 Advance for Beard Pinnacle
CAL-BAY INTERNATIONAL: Completes Acquisition of COBS Homes
CATHOLIC CHURCH: Spokane Wants ACE Insurers Settlement Pact Okayed
CATHOLIC CHURCH: Spokane Inks $5.25 Million Settlement with GICA

CITISTEEL USA: $75MM Debt Issuance Cues Moody's to Junk Ratings
COLLINS & AIKMAN: GECC Takes Bankr. Appeal to Michigan Dist. Court
COLLINS & AIKMAN: Calls for Discovery to Resolve GM Tooling Spat
CRESCENT JEWELERS: Paying $625K Transition Bonus to Key Employees
CSK AUTO: Pays $221.3 Million of 7% Senior Subordinated Notes

CSK AUTO: Moody's Rates $450 Million Senior Term Facility at Ba3
DELAWARE STATE HOUSING: S&P Lowers $6.2 Million Bonds' Rating to B
DELTA AIR: Court Extends Exclusive Plan-Filing Period to Nov. 8
DELTA AIR: Gets Court Nod to Hire Ernst & Young as Auditors
DIVERSIFIED GLOBAL: Moody's Rates $10.7MM Sub. Securities at Ba2

DONALD CREECH: Case Summary & 13 Largest Unsecured Creditors
EAGLE FAMILY: Weak Debt Protection Cues Moody's to Junk Ratings
EASY GARDENER: Preferred Stock Delisted from AMEX
EL PASO: Moody's Rates Proposed $500 Million Trust Loan at B2
ENDURANCE BUSINESS: S&P Assigns CCC+ Rating to $60 Million Loan

ENTERGY NEW ORLEANS: Hires Taggart Morton as Special Counsel
FALCONBRIDGE LTD: Xstrata Raises Purchase Offer to $16.2 Billion
FEDERAL METALS: Case Summary & 19 Largest Unsecured Creditors
FERRO CORP: Amends $100 Million Asset Securitization Program
FERRO CORP: Pays $25 Million 7.375% J.P. Morgan Debentures

FIRECRAFT N.Y.: Case Summary & 19 Largest Unsecured Creditors
FIRST BANCORP: Board Declares Payment of Preferred Dividends
FOSS MANUFACTURING: Hires Verdolino & Lowey as Accountants
G+G RETAIL: Wants Until Oct. 23 to Remove State Court Actions
GENEVA STEEL: Ch. 11 Trustee Hires PwC and Funk as Experts

GLIMCHER REALTY: S&P Affirms BB Corporate Credit & Stock Ratings
GLOBAL IMAGING: Moody's Withdraws Ratings after Notes Conversion
GORDIAN RUNOFF: Chapter 15 Petition Summary
GREAT COMMISSION: Panel Wants Parente Randolph as Fin'l Advisor
GRUPPO COVARRA: Court's Injunction Stays Facis S.p.A.'s Lawsuit

HANDMAKER JEWISH: Will Pay Unsec. Creditors in 3 Years Under Plan
HARVEST ENERGY: S&P Affirms Low-B Ratings With Stable Outlook
HERTZ CORP: S&P Maintains Neg. Watch on BB- Corp. Credit Rating
HIGH VOLTAGE: Court Confirms First Amended Plan of Liquidation
HOLLINGER INT'L: Says Hollinger Inc.'s Counterclaim Has No Merit

HOME HEALTH: Case Summary & 19 Largest Unsecured Creditors
INTEGRATED HEALTH: Settles Dispute Over LaSalle's Claim for $556K
INTEGRATED HEALTH: Court Denies Briarwood's Move to Release Funds
INT'L GALLERIES: Trustee Taps Sommers & Baniak as Special Counsel
INTERTAPE POLYMER: To Exclude Restructuring Charges from EBITDA

JENCO HOMES: Case Summary & 20 Largest Unsecured Creditors
JULIAN SARGON: Case Summary & 20 Largest Unsecured Creditors
KAISER ALUMINUM: Asks Court to Approve Royal Settlement Agreement
KAISER ALUMINUM: Deregisters Outstanding Securities
KANA SOFTWARE: Auditor Burr Pilger Expresses Going Concern Doubt

KELLWOOD CO: S&P Affirms BB Rating & Revises Outlook to Negative
KNIGHT II: Moody's Lifts Rating on $26.5 Mil. Senior Notes to B2
LEVITZ HOME: Court Rules on Lease 20504 & 30305 Assignments
LEVITZ HOME: PLVTZ Assumes Store Leases in Wash. and New Jersey
LIFE SCIENCES: Receives $10.6 Million Payment from Alconbury

LONDON FOG: Has Until October 16 to Make Lease-Related Decisions
LORBER INDUSTRIES: Court Extends Lease Decision Period to Sept. 12
MAGRUDER COLOR: New Jersey Court Closes Chapter 11 Case
MEDICAL TECH: Court Confirms Amended Chap. 11 Reorganization Plan
MEDPOINTE INC: Moody's Withdraws B2 Rating on Sr. Debt Facilities

MESABA AVIATION: AMFA Wants Court to Deny Section 1113 Motion
MESABA AVIATION: U.S. Trustee Wants Paydown Procedures Revoked
MICRON TECHNOLOGY: Earns $89MM of Net Income in 3rd Fiscal Qtr.
MINORA CORP: Voluntary Chapter 11 Case Summary
ONEIDA LTD: Files Supplement to the First Amended Chapter 11 Plan

ONETRAVEL INC: Files for Chapter 11 Protection in Texas
ORCHARD AT HANSEN: Judge Hale Dismisses Case at Creditor's Behest
ORCHARD AT HANSEN: Equity Holder Wants Chapter 11 Case Reinstated
OWENS CORNING: Asks Court to Approve Royal Indemnity Settlement
PIER 1 IMPORTS: Incurs $23.17 Mil. Net Loss in 1st Fiscal Quarter

PREDIWAVE CORP: Wants Until Dec. 10 to File Chapter 11 Plan
PREMIUM PAPERS: Auctioning All of PF Papers' Assets Tomorrow
RADIOLOGIX INC: RGX Merger Spurs Moody's Shift to Stable Outlook
RAPID PAYROLL: U.S. Trustee Appoints Three-Member Creditors Panel
RAPID PAYROLL: Sec. 341(a) Meeting of Creditors Moved to July 19

RAPID PAYROLL: CA Court Sets August 7 as Claims Filing Deadline
REFCO INC: Dag Seim Wants Payment of $443,311 Severance from RCM
REFCO INC: Chapter 11 Trustee Says Dag Seim's Claims are Unsecured
SAINT VINCENTS: Tort Panel's August 1 Bar Date Motion Fails
SAINT VINCENTS: Proposes Key Employee Compensation Program

SBARRO INC: Moody's Lifts Junk Rating on $225 Million Sr. Notes
SCIENCE DYNAMICS: March 31 Balance Sheet Upside Down by $1.3 Mil.
SILICON GRAPHICS: Gets Okay to Assume D.E. Shaw Development Pact
SKIN NUVO: Court Confirms 3rd Amended Joint Plan of Reorganization
SOUTHERN CABLE: Voluntary Chapter 11 Case Summary

ST. LOUIS INDUSTRIAL: S&P Lowers $2.2 Million Bonds' Rating to B
TDE GROUP: Case Summary & 20 Largest Unsecured Creditors
UAP HOLDING: Earns $58.3 Million in First Fiscal Quarter
URBAN IMPROVEMENT: Cash Flow Spurs Auditor's Going Concern Doubt
USG CORP: Asks Court to Okay Several Pre-Confirmation Settlements

U.S. PLASTIC: Plan Confirmation Hearing Scheduled for August 7
U.S. PLASTIC: Court Allows Committee to Investigate Actions
VENICE GROUP: Case Summary & Three Largest Unsecured Creditors
VESTA INSURANCE: A.M. Cuts Rating on $100 Million Debentures to d
WILEY BROWN: Case Summary & Three Largest Unsecured Creditors

WINN-DIXIE: Hires Deloitte Tax to Provide Tax-Related Services
WINN-DIXIE: Landlords Balk at Proposed Cure Amounts for Leases
ZIM CORP: Receives $280,422 of Cash Proceeds in Pvt. Placement

* Mary A. Daffin Named Managing Partner of Barrett Burke
* Matthew Berk Joins A&M as Senior Director in Charlotte

* Upcoming Meetings, Conferences and Seminars

                             *********

AEROSOL PACKAGING: Taps Jampol Schleicher as Bankruptcy Counsel
---------------------------------------------------------------
Aerosol Packaging, LLC, filed with the U.S. Bankruptcy Court for
the Northern District of Georgia a Second Amended and Supplemented
Application for approval to employ Jampol, Schleicher & Jacobs,
LLP, as its bankruptcy counsel.

The Debtor reminds the Court that it had previously obtained
approval to employ Robinson, Jampol, Schleicher & Jacobs, LLP, as
its bankruptcy counsel on June 26, 2006.  The Debtor discloses
that effective June 30, 2006, a named partner of Robinson Jampol
elected to leave the firm.  Thus the remaining partners
reconstituted the firm under the name Jampol, Schleicher & Jacobs,
LLP.  As a result of the reconstitution, J. Christopher Miller,
Esq., elected to leave the firm effective as of July 7, 2006.
Thus, the Debtor relates, it will now be primarily represented by
Brian L. Schleicher, Esq., and P. Steven Kratsch, Esq., with Mr.
Schleicher being the lead counsel.

Jampol Schleicher will:

    (1) prepare pleadings and applications;

    (2) conduct examinations;

    (3) advise the Debtor of its right, duties and obligations as
        debtor-in-possession;

    (4) consult with the Debtor and representing the Debtor with
        respect to its Chapter 11 case and reorganization plan or
        alternatives;

    (5) perform legal services incidental and necessary to the
        day-to-day operation of the Debtor's business, including,
        but not limited to, institution and prosecution of
        necessary legal proceedings, and general business and
        corporate legal advice and assistance; and

    (6) take any and all other action incident to the proper
        preservation and administration of the Debtor's estate and
        business.

The Debtor tells the Court that Mr. Schleicher & Mr. Kratsch bills
$310 per hour for their services.  The Debtor discloses that the
firm's other attorneys bill between $140 to $310 per hour while
paralegals bill between $50 to $5 per hour.

To the best of the Debtor's knowledge, the firm does not represent
any interest adverse to its estate.

Headquartered in Canton, Georgia, Aerosol Packaging, LLC --
http://www.aerosolspecialties.com/-- is a manufacturer, and a
private label & contract filler of aerosol, liquid filling
products, durable undercoatings, paints, fabric treatments, and
personal care items.  The Debtor filed for chapter 11 protection
on June 21, 2006 (Bankr. N.D. Ga. Case No. 06-67096).  Brian L.
Schleicher, Esq., and P. Steven Kratsch, Esq., at Jampol,
Schleicher & Jacobs, LLP, represent the Debtors.  When the Debtor
filed for protection from its creditors, it estimated assets
between $1 million and $10 million and debts between $10 million
and $50 million.


AIRBASE SERVICES: Files Schedules of Assets and Liabilities
-----------------------------------------------------------
Airbase Services, Inc. delivered its schedules of assets and
liabilities to the U.S. Bankruptcy Court for the Northern District
of Texas in Fort Worth, disclosing:

     Name of Schedule                Assets         Liabilities
     ----------------                ------         -----------
  A. Real Property

  B. Personal Property            $12,628,078

  C. Property Claimed
     as Exempt

  D. Creditors Holding
     Secured Claims                                 $16,735,506

  E. Creditors Holding
     Unsecured Priority Claims                          $18,971

  F. Creditors Holding
     Unsecured Nonpriority
     Claims                                          11,557,406
                                  -----------       -----------
     Total                        $12,628,078       $28,311,883

A full-text copy of the Debtor's 134-page schedules is available
for a fee at:

   http://www.researcharchives.com/bin/download?id=060711022749

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


AIRBASE SERVICES: Ch. 11 Trustee Hires Haynes and Boone as Counsel
----------------------------------------------------------------
The Honorable D. Michael Lynn of the U.S. Bankruptcy Court for the
Northern District of Texas in Fort Worth approved, on a final
basis, the retention of Haynes and Boone, LLP as bankruptcy
counsel to Dennis Faulker, the Chapter 11 Trustee for Airbase
Services, Inc.

As reported in the Troubled Company Reporter on May 9, 2006,
Haynes and Boone will:

   a. advise the Chapter 11 Trustee of his rights, powers and
      duties as a Chapter 11 Trustee under the Bankruptcy Code;

   b. advise the Chapter 11 Trustee concerning, and assist in,
      the negotiation and documentation of financing agreements,
      debt restructurings, and asset securitization;

   c. review the nature and validity of agreements relating to
      Debtor's interests in real and personal property and advise
      the Chapter 11 Trustee of his corresponding rights and
      obligations;

   d. review the nature and validity of liens or claims asserted
      against Debtor's property and advise the Chapter 11 Trustee
      concerning the enforceability of those liens or claims;

   e. advise the Chapter 11 Trustee concerning preference,
      avoidance, recovery, or other actions that they may take to
      collect and to recover property for the benefit of the
      estate and its creditors, whether or not arising under
      chapter 5 of the Bankruptcy Code;

   f. prepare on behalf of the Chapter 11 Trustee all necessary
      and appropriate applications, motions, pleadings, draft
      orders, notices, schedules, and other documents and review
      all financial and other reports to be filed in the
      bankruptcy case;

   g. advise the Chapter 11 Trustee concerning, and preparing
      responses to, applications, motions, complaints, pleadings,
      notices, and other papers that may be filed and served in
      the bankruptcy case;

   h. counsel the Chapter 11 Trustee in connection with the
      formulation, negotiation, and consummation of a possible
      sale of the Debtor or its asserts;

   i. counsel the Chapter 11 Trustee in connection with the
      formulation, negotiation, and promulgation of a plan of
      reorganization and related documents or other liquidation of
      the estate;

   j. perform all other legal services for and on behalf of the
      Chapter 11 Trustee that may be necessary or appropriate in
      the administration of the bankruptcy case and Debtor's
      business;

   k. work with and coordinate efforts among other professionals
      to attempt to preclude any duplication of effort among those
      professionals and to guide their efforts in the overall
      framework of Debtor's reorganization or liquidation; and

   l. work with professionals retained by other parties-in-
      interest in the Debtor's bankruptcy case to attempt to
      structure a consensual plan of reorganization, liquidation,
      or other resolution for Debtor.

Mark X. Mullin, Esq., a partner at Haynes and Boone, disclosed
that personnel from the firm who will be working for the
Chapter 11 Trustee charge:

      Personnel                  Designation       Hourly Rate
      ---------                  -----------       -----------
      Mark X. Mullin, Esq.       Partner               $510
      Ian T. Peck, Esq.          Associate             $350
      Mark J. Elmore, Esq.       Associate             $275
      Dian Gwinnup               Paralegal             $170

Mr. Mullin disclosed that the Debtor engaged his firm prepetition
on discrete areas of its business, including labor issues and
vendor contract review and negotiation.  His firm was also engaged
to provide advice concerning financial restructuring and pre-
bankruptcy planning.  Haynes and Boone worked in conjunction with
the Debtor's primary corporate counsel, Sheppard Mullin Richter &
Hampton LLP.

Mr. Mullin assured the Court that his firm is disinterested as
that term is defined in Section 101(14) of the Bankruptcy Code and
does not hold any interest materially adverse to the Debtor.

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


ALERIS INT'L: Moody's Rates $650 Mil. Proposed Term Loan at Ba3
---------------------------------------------------------------
Moody's Investors Service confirmed Aleris International, Inc.'s
B1 corporate family rating.  In a related rating action, Moody's
assigned a Ba3 rating to the company's proposed 7 year senior
secured guaranteed term loans aggregating $650 million, which
Aleris is issuing to partially finance its Euro 691 million
acquisition of certain aluminum assets from Corus Group plc and
refinance its existing debt.

The balance of the necessary funding will be provided under a
senior unsecured guaranteed bridge loan provided by Deutsche Bank
and Citigroup.  Aleris has initiated a tender offer for its
10-3/8% senior secured notes due 2010 and its 9% senior notes due
2014 and is seeking consent to a number of modifications to
restrictive covenants, events of default, and in the case of the
10-3/8% senior secured notes, the release of security.

Moody's confirmed the B2 rating on the 10-3/8% senior secured
notes and the B3 rating on the 9% senior unsecured notes.  The
ratings for the proposed financings assume that the tender offer
will be successful, the desired consents obtained and that the
acquisition and associated financing transactions will close as
contemplated.  At such time, Moody's ratings for Aleris's existing
debt will be withdrawn.  The ratings outlook is negative.

This concludes the review for possible downgrade, initiated on
March 17, 2006, following the company's announcement that it had
entered into a non-binding letter of intent to acquire the
downstream aluminum rolled products and extrusion businesses of
Corus for Euro 700 million, or approximately $840 million.  The
ratings on the proposed facilities assume that they will close on
the terms and in the amounts indicated.

Key favorable factors reflected in Aleris's ratings include:

   1) increased diversity and size following the acquisition of
      certain aluminum rolling assets from Corus, including a
      portfolio of higher value-added end use markets,

   2) an improving cost position, and

   3) robust demand trends expected to continue in many of the
      company's end markets into 2007.

Key rating considerations offsetting these stronger business
attributes however include:

   1) the significant increase in leverage following the
      transaction, with pro forma outstanding debt of
      approximately $1.6 billion,

   2) the relatively thin margin nature of the business and
      sensitivity to volume levels,

   3) the company's propensity towards acquisitions, which
      Moody's believes will be a continuing impetus for growth
      over the intermediate term, and

   4) integration risk associated with this predominately
      European acquisition.

The negative outlook reflects Moody's view that the degree of
leverage being incurred in conjunction with the acquisition is
high for a business whose performance is subject to cyclicality
and which continues to have a relatively high degree of exposure
to more commodity based products and end market use.  Although the
ratings reflect the increased diversity/size and broader end use
market profile following the acquisition of certain assets from
Corus, Moody's anticipates that leverage and debt coverage metrics
will remain weak within the current rating category over the near
term.

Given the current favorable operating environment for aluminum
fabricators, and ability to generate free cash flow, the
application of cash flow generated during this highpoint of the
cycle to meaningful debt reduction in a timely fashion would be
viewed favorably.  To the degree that margins and volumes track at
current levels, and the company uses free cash flow to reduce debt
incurred, Moody's would expect to the company's metrics to become
more solidly positioned in the B1 rating category.

The outlook could experience upward pressure if the company is
able to:

   1) maintain and improve volume levels,

   2) maintain gross margins per pound in the $0.18 range,

   3) improve its EBIT to interest coverage ratio to greater than
      2.5 times on a sustainable basis,

   4) generate free cash flow to debt above 6%, and

   5) reduce debt to EBITDA substantially below 4x.

Downward rating pressure would exist should the company continue
to make debt financed acquisitions, experience volume and margin
declines or have free cash flow to debt less than 2.5%.

Moody's assigned a Ba3 rating to Aleris's $400 million 7 year term
loan secured by domestic plant and equipment as well as a second
lien on the receivables and inventory securing a $750 million
asset backed revolver and guaranteed by the domestic subsidiaries.

Moody's also assigned a Ba3 rating to Aleris Deutschland Holding
GmbH's Euro 200 million 7 year term loan secured by foreign plant
and equipment.  This term loan is guaranteed by Aleris
International as well as its domestic subsidiaries and the
subsidiaries of Aleris Deutschland, and also has a second lien on
the receivables and inventory securing the ABL.  The term loans
will be cross collateralized.  The rating reflects the good
coverage associated with the security package on a primary and
secondary position.  While the term loans are not at parity in the
overall capital structure, in that the term loan to Aleris
International does not benefit from guarantees from the foreign
subsidiaries, Moody's has equalized the rating on the term loans
reflective of the low leverage at the European level and the
excess collateral available.

At the outset of the financing secured debt will be approximately
67% of the total debt in the capital structure, which Moody's
expects will decrease modestly over the next twelve months as the
company pays down its outstanding revolver balance.  Moody's does
not expect the company will need to borrow additional funds from
the secured revolver, unless used to help finance further
acquisitions or substantive capital expenditures.  The bridge
loan, which is unsecured, has the same guaranty structure as the
domestic term loan.  Moody's previous rating action on Aleris was
on March 17, 2006 when the company's ratings were put under review
for possible downgrade.

These ratings were confirmed:

Aleris International Inc.

   * Corporate Family Rating -- B1
   * $210 million senior secured notes, 10.375% due 2010 -- B2
   * $125 million senior unsecured notes, 9.0% due 2014 -- B3

These ratings were assigned:

Aleris International Inc.

   * $400 million senior secured guaranteed term loan due
     2013 -- Ba3

Aleris Deutschland Holding GmbH

   & Euro 200 million senior secured guaranteed term loan due
     2013 -- Ba3

Aleris, headquartered in Beachwood, Ohio, had revenues of
$2.4 billion in 2005.  LTM March 31, 2006 pro-forma revenues
for the acquisitions made by Aleris in late 2005 and for the
acquisition of select assets of Corus were $4.7 billion.


ALLIED HOLDINGS: Wants Plan Filing Period Extended to November 1
----------------------------------------------------------------
Allied Holdings, Inc., and its debtor-affiliates ask the U.S.
Bankruptcy Court for the Northern District of Georgia to further
extend the periods during which they have the exclusive right to:

    a. file a plan of reorganization, through and including
       November 1, 2006; and

    b. solicit acceptances of that plan, through and including
       January 2, 2007.

Harris B. Winsberg, Esq., at Troutman Sanders LLP, in Atlanta,
Georgia, relates that since the second exclusivity order, the
Debtors have concentrated on resolving issues facing their
estates, including:

    * selling property located in Georgetown, Kentucky;

    * reviewing additional assets available to offer for sale;

    * negotiating terms for assumption of the headquarters lease
      with the landlord;

    * achieving temporary reductions in labor costs;

    * litigating adversary proceedings against entities wrongfully
      possessing estate property;

    * continuing to review and evaluate executory contracts and
      unexpired leases;

    * continuing to analyze and manage prepetition tort claims;

    * negotiating with various equipment lessors regarding
      equipment lease issues;

    * continuing to provide information to and maintain
      discussions with the Official Committee of Unsecured
      Creditors;

    * bargaining with the Teamsters for modifications to the
      existing collective bargaining agreement with Teamster-
      represented employees in the U.S.;

    * assuming a necessary agreement with American Honda Motor
      Co., Inc.;

    * negotiating an additional $30,000,000 term loan to provide
      needed liquidity for operations; and

    * seeking returns of collateral from various insurance
      companies.

Mr. Winsberg informs the Court that the Debtors have successfully
stabilized their business operations, obtained commitments for
additional financing, continued to cultivate critical business
relationships and maintained the quality of customer service.

An extension is also justified by the existence of certain
unresolved contingencies in the Debtors' Chapter 11 cases
including obtaining price increases from customers and seeking
wage and benefit relief from the Teamsters, Mr. Winsberg adds.

Furthermore, Mr. Winsberg assures the Court that the Debtors will
keep the Creditors' Committee fully informed of any progress.

The Debtors intend to develop and consummate a consensual plan of
reorganization, but they must resolve the issues with the
U.S. Teamsters before they can develop that plan.

The Court will convene a hearing on August 3, 2006, 9:30 a.m. to
consider the Debtors' request.  Since their current Exclusive
Filing Period will expire on July 15, the Debtors seek a
temporary extension.

The Creditors' Committee has agreed to the requested temporary
extension.

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 Company and 22 of its affiliates
filed for chapter 11 protection on July 31, 2005 (Bankr. N.D. Ga.
Case Nos. 05-12515 through 05-12537).  Jeffrey W. Kelley, Esq., at
Troutman Sanders, LLP, represents the Debtors in their
restructuring efforts.  Henry S. Miller at Miller Buckfire & Co.,
LLC, serves as the Debtors' financial advisor.  Anthony J. Smits,
Esq., at Bingham McCutchen LLP, provides the Official Committee of
Unsecured Creditors with legal advice and Russell A. Belinsky at
Chanin Capital Partners, LLC, provides financial advisory services
to the Committee.  When the Debtors filed for protection from
their creditors, they estimated more than $100 million in assets
and debts. (Allied Holdings Bankruptcy News, Issue No. 25;
Bankruptcy Creditors' Service, Inc., 215/945-7000)


ALM MEDIA: Acquires Assets of New York City Events Producer
-----------------------------------------------------------
ALM Media, Inc., has acquired the assets of the Strategic Research
Institute(R), a privately held conference and seminar producer
headquartered in New York City.  Founded in 1993, the Strategic
Research Institute currently produces more than 130 conference
events annually, targeted primarily at C-level executives and
professionals in sectors that include finance, life sciences,
natural resource development, multi-cultural marketing, technology
and general business.  Terms of the acquisition were not
disclosed.

The Institute will continue to operate from its present locations
in New York City and Los Angeles, under the direction of co-
founder Stuart M. Williams.  The company will join ALM's related
conference businesses, including ALM Events for legal
professionals and managers, Insight Information business
conferences in Canada and the RealShare conference series produced
by ALM's Real Estate Media Division.

"This acquisition reflects the ongoing evolution of our company as
a diversified business-to-business media platform, while extending
our ability to assist lawyers and law firms in reaching current
and potential clients across a broad range of industries," said
William Pollak, president & CEO of ALM.

"The Strategic Research Institute has built a reputation as a
premier provider of timely business education in sectors that
mirror and complement our existing audiences and sponsor base.
We're pleased to welcome the Institute to ALM's expanding family
of business and professional conferences, and we look forward to
benefiting from Stuart's deep experience and expertise in this
area," added Mr. Pollak.

"This is a wonderful opportunity to integrate and leverage the
assets of ALM's event-related businesses with those developed by
the Strategic Research Institute," Mr. Williams added.  "The
addition of the Strategic Research Institute will allow ALM to
expand product offerings to its clients, while providing a
platform for the domestic and international growth of these
businesses.  I am personally very excited about the unique
opportunities this acquisition will afford everyone involved and I
look forward to working with Bill and his team."

Headquartered in New York City, ALM Media, Inc. --
http://www.alm.com/-- is an integrated media company, focused on
the legal and business communities.  ALM currently owns and
publishes 39 national and regional magazines and newspapers,
including The American Lawyer(R), Corporate Counsel(R), The
National Law Journal(R) and Real Estate Forum(R).  ALM's
Law.com(R) is the Web's leading legal news and information
network, while ALM's GlobeSt.com(R) is the Web's leading
information source for commercial real estate professionals.  ALM
was formed by U.S. Equity Partners, L.P., a private equity fund
sponsored by Wasserstein & Co., LP.

                          *     *     *

As reported in the Troubled Company Reporter on June 2, 2006,
Moody's Investors Service assigned a B3 rating to ALM Media,
Inc.'s proposed $24.7 million incremental senior secured term loan
and a Caa2 rating to its proposed $19.3 million incremental second
lien term loan, which will be used to fund a dividend payment to
its sponsor and the redemption of preferred stock.

In addition, Moody's downgraded ALM Media's existing $78 million
second lien senior secured term loan facility to Caa2 from Caa1.
The downgrade reflected the pressure which the incremental debt
places upon second lien holders and the reduction of the equity
cushion which will result from the redemption of the preferred
stock.

Moody's affirmed the B3 rating on $70 million senior secured first
lien revolving credit facility, due 2010; the B3 rating on $193
million senior secured first lien term loan facility, due 2010;
and the B3 Corporate Family rating. The rating outlook is stable.


APHTON CORP: Wants Court to Set September 15 as Claims Bar Date
---------------------------------------------------------------
Aphton Corporation asks the U.S. Bankruptcy Court for the District
of Delaware to set Sept. 15, 2006, as the last day for creditors
to file proofs of claims.

Anybody asserting a claim after the bar date will be forever
barred, estopped and enjoined from asserting the claim against the
Debtors.

Proofs of claim must be sent to:

            The Clerk of the U.S. Bankruptcy Court
            Aphton Corporation
            824 North Market Street, 3rd Floor
            Wilmington, Delaware

The Debtor proposes to publish a notice of the bar date in the
Philadelphia Inquirer on August 25, 2006.

Headquartered in Philadelphia, Pennsylvania, Aphton Corporation --
http://www.aphton.com/-- is a clinical stage biopharmaceutical
company focused on developing targeted immunotherapies for cancer.
Aphton filed for chapter 11 protection on May 23, 2006. (Bankr. D.
Del. Case No. 06-10510).  Michael G. Busenkell, Esq., at Eckert
Seamans Cherin & Mellot, LLC, represents the Debtor in its
restructuring efforts.  William J. Burnett, Esq., at Flaster
Greenberg, represents the Official Committee of Unsecured
Creditors.  Aphton estimated its assets and debts at $1 million to
$10 million when it filed for protection from its creditors.

At Dec. 31, 2005, Aphton's balance sheet showed assets totaling
$6,775,858 and debts totaling $11,641,182.


ARADIGM CORP: Novo Nordisk Partnership Agreement Raises $27.5 Mil.
------------------------------------------------------------------
Aradigm Corporation executed an agreement further developing its
strategic partnership with Novo Nordisk.  The agreement is
comprised of an intellectual property assignment, a royalty
prepayment and an eight-year promissory note.  The promissory note
is secured by the royalty payments on the AERx Diabetes Management
System sold under the Aradigm license.

The agreement is designed to strengthen Novo Nordisk's patent
position within the area of inhaled insulin as related products
progress towards commercialization and has resulted in a non-
dilutive cash infusion to Aradigm of $27.5 million.  The Novo
Nordisk inhaled insulin program is currently in Phase 3 clinical
trials.

The key features to the restructuring and cash infusion include:

   * Aradigm's receipt of $12 million in exchange for transferring
     to Novo Nordisk the ownership of a select number of patents
     that are especially important for inhaled insulin.  Aradigm
     will retain exclusive, royalty-free control of these patents
     outside the field of glucose control and will continue to be
     entitled to royalties in respect to any inhaled insulin
     products marketed by Novo Nordisk.

   * The receipt by Aradigm of $8 million in exchange for a 100
     basis point or 1% reduction on its average royalty rate set
     forth by the commercialized AERx iDMS product.  This will
     result in Aradigm receiving royalty rates that will rise to
     an average of 5% or higher by the fifth year after
     commercialization.

   * Finally, Novo Nordisk has paid Aradigm $7.5 million in a 5%,
     eight-year note that is payable in three equal payments
     commencing in six years, and is secured by the royalty
     payments to Aradigm upon the commercialization of the AERx
     iDMS product.

"We appreciate and are impressed by the significant and increased
commitment by Novo Nordisk to both the AERx technology and
bringing the AERx iDMS to market in the fight to manage the
growing diabetes epidemic," said Dr. Bryan Lawlis, Aradigm's Chief
Executive Officer.  "Together with this cash infusion, Aradigm now
has more than $35 million in cash which will advance our AERx
respiratory focused programs including our self-initiated
liposomal ciprofloxacin program for the treatment of cystic
fibrosis related infections.  Going forward, it is our intent to
balance both partnered and self-initiated AERx opportunities with
the goal of full ownership of products in the future."

                       About Aradigm Corp.

Headquartered in Hayward, California, Aradigm Corporation (NASDAQ:
ARDM) -- http://www.aradigm.com/-- creates products that enable
patients to self-administer biopharmaceuticals and small molecule
drugs.  The company's AERx(R) pulmonary and Intraject(R) needle-
free delivery technologies offer rapid delivery solutions for
liquid drug formulations.  Current development programs and
priorities focus on the development of specific products,
including partnered and self-initiated programs in the areas of
respiratory conditions, neurological disorders, heart disorders,
and smoking cessation.  In addition, Aradigm and its partner, Novo
Nordisk, are in Phase 3 clinical trials of the AERx Diabetes
Management System for the treatment of Type 1 and Type 2 diabetes.

At March 31, 2006, Aradigm Corporation's balance sheet showed a
$397,000 stockholders' deficit compared to $7,171,000 of positive
equity at Dec. 31, 2005.


ARMSTRONG WORLD: Closing Arguments on Confirmation of Ch. 11 Plan
-----------------------------------------------------------------
If the U.S. Bankruptcy Court for the District of Delaware finds
that Armstrong's present and future liability on account of
asbestos-related personal injury claims is not less than $1.3
billion, then Armstrong's chapter 11 plan does not unfairly
discriminate against commercial creditors and should be confirmed,
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, told Judge
Robreno in closing arguments yesterday morning in Philadelphia.

Armstrong, the Asbestos Claimants' Committee and the Future
Claimants' Representative all support the Company's Modified Plan,
the Plan complies with the Third Circuit's absolute priority rule
decision, and the time has come for, Mr. Karotkin said, for
Armstrong to emerge from bankruptcy and pay claims.

The only issue before the Court, Mr. Karotkin stressed, is whether
the Plan unfairly discriminates against Class 6 Commercial
Creditors and whether the treatment Class 6 is slated to receive
is materially inferior to what the Plan delivers to Class 7
Asbestos Claimants.  The Plan Supporters say the plan does not
unfairly discriminate; the Official Committee of Unsecured
Creditors argues the opposite.

                 $1.3 Billion Minimum Liability

The record in Armstrong's case, Mr. Karotkin argued, gives the
Court ample evidence to find and conclude that Armstrong's
asbestos-related liability is greater than $1.3 billion.

Mr. Kartokin told Judge Robreno that he should not rely on Dr.
Letitia Chambers' testimony, noting that no other court ever has
either.  Dr. Chambers' testimony, Armstrong says, invents new
evidence to arrive at an erroneous conclusion that Armstrong's
asbestos-related liability is far below $3.1 billion.  And, Mr.
Karotkin reminded Judge Robreno, Dr. Chambers admitted in her
deposition and on the witness stand that $1.3 billion, among other
numbers, might be a reasonable estimate of Armstrong's liability.

Mr. Karotkin cautioned Judge Robreno that pinpoint precision in
estimating Armstrong's asbestos liability is not required.
Estimation within a range of reason is what's required, and that's
what Judge Fullam in Owens Corning's cases and Judge Rodriguez in
Federal-Mogul's cases teach.

Mr. Karotkin also cautioned Judge Robreno not to be distracted by
the Creditors' Committee's last-act-of-desperation argument in
their post-trial brief that approval of a plan premised on a Sec.
524(g) trust requires Commercial Creditors' consent.  That novel
proposition, Mr. Karotkin, is not what the Bankruptcy Code says.

                       Applicable Case Law

"What is the leading case on unfair discrimination in this
circuit," Judge Robreno asked Mr. Karotkin.

There is no leading case in the Third Circuit, Mr. Karotkin
advised.  The leading case on unfair discrimination, Mr. Karotkin
suggested, is In re Greate Bay Hotel & Casino, Inc., et al., 251
B.R. 213 (Bankr. D. N.J. 2000), where the Honorable Judith H.
Wizmur applied the so-called Markell Test to find no unfair
discrimination in a plan proposing a slight difference in
percentage recovery to noteholders on deficiency claims and to
general unsecured creditors.  The Markell Test, proposed in Bruce
A. Markell, "A New Perspective on Unfair Discrimination in Chapter
11," 72 Am. Bankr. L. J. 227 (1998), Mr. Karotkin advised Judge
Robreno, was adopted by the Honorable Arthur J. Spector in In re
Dow Corning Corp., 244 B.R. 696, 702 (Bankr. E.D. Mich. 1999)
discussing cram down on a non-accepting impaired class of personal
injury claimants.

Prof. (now Judge) Bruce A. Markell, who also authored Chapter 1129
in 7 Collier on Bankruptcy (discussing, in part, unfair
discrimination under Sec. 1129(b)(1)) explains that the purpose to
be served by the unfair discrimination provision of Sec.
1129(b)(1) is to set "a horizontal limit on nonconsensual
confirmation" or to provide for equal treatment for all creditors
holding the same priority level, as opposed to the vertical limit
provided by the absolute priority rule under the "fair and
equitable" standard, which assures fair treatment between
creditors of different priority levels.  To achieve this end,
Prof. Markell proposed a new analysis in which a rebuttable
presumption of unfair discrimination would arise where there is:

     (1) a dissenting class;

     (2) another class of the same priority; and

     (3) a difference in the plan's treatment of the two
         classes that results in either:

         (a) a materially lower percentage recovery for
             the dissenting class (measured in terms of
             the net present value of all payments), or

         (b) regardless of percentage recovery, an
             allocation under the plan of materially
             greater risk to the dissenting class in
             connection with its proposed distribution.

The plan proponent could rebut the presumption of unfairness
established by a significant recovery differential by showing
that, outside of bankruptcy, the dissenting class would similarly
receive less than the class receiving a greater recovery, or that
the alleged preferred class had infused new value into the
reorganization which offset its gain.  The plan proponent could
overcome the presumption of unfair treatment based on different
risk allocation by showing that the allocation was consistent with
the risk assumed by parties before the bankruptcy.

Mr. Karotkin stressed that Armstrong does not believe there is any
discrimination between Class 6 and Class 7.  If, however, the
Court were to find some discrimination, Armstrong does not believe
the discrimination is unfair because it is not material.

Under Armstrong's plan, Mr. Karotkin offered, asbestos claimants
are, in fact, receiving inferior treatment to what the plan offers
Commercial Creditors.  Commercial Creditors in Class 6 receive a
guaranteed 59.5% recovery on the Effective Date.  Asbestos
claimants, in contrast, receive an initial 20% distribution from
the 524(g) Trust, and the Trust then bears all of its own costs to
resolve hundreds of thousands of personal injury claims for
decades to come.

                  Other Asbestos-Related Cases

Is USG Corporation's recently confirmed chapter 11 plan
instructive, Judge Robreno asked?

"No," Mr. Karotkin said, because USG's plan was built around a
consensual transaction involving a new investment by Warren
Buffett.

Judge Robreno inquired about what asbestos claimants have
recovered in other asbestos-related chapter 11 cases.

Nathan D. Finch, Esq., at Caplin & Drysdale, Chartered,
representing the Official Committee of Personal Injury Asbestos
Claimants, related that Owens Corning proposes to pay 40% of
allowed personal injury claims, Fibreboard proposes to pay 25%,
Turner & Newell will pay 10%, the Manville Trust pays less than
5%, and USG's plan shuffles $4 billion to a 524(g) trust for the
benefit of asbestos claimants.

                         Burden of Proof

Mr. Karotkin confirmed for Judge Robreno that Armstrong indeed has
the burden of proving the plan does not unfairly discriminate
against Class 6 Commercial Creditors.  Judge Robreno noted that it
is frequently difficult to prove a negative.  Mr. Karotkin said
that the Plan Supporters are confident the evidence put before the
Court at the three-day confirmation trial is sufficient and the
Debtors have carried their burden.

                   Changes in the Tort System

Mr. Finch reminded Judge Robreno that the value of Armstrong's
present asbestos-related liability is a function of state law and
actual prepetition claim settlement history in the tort system.
The value of future asbestos-related claims is a function of state
law and actual prepetition claim settlement history in the tort
system, adjusted for actual upward and downward trends in the tort
system.

Judge Robreno interrupted Mr. Finch, asking, "Isn't the tort
system more defendant-friendly?"

"The liability for mesothelioma claims has increased
significantly," Mr. Finch responded.  Some limited reforms in the
tort system have benefited asbestos defendants, Mr. Finch
indicated, but the world is not better for an asbestos defendant
facing cancer claims.  Mr. Finch cited Union Carbide as an example
of a company outside of the bankruptcy system.  Union Carbide
experienced a surge in the number of new claims after Armstrong
sought chapter 11 protection.  While the number of new claims has
subsided, the amount Union Carbide is paying to settle cancer
claims has risen.

Judge Robreno asked Mr. Finch to comment about suspect B-readers.

Armstrong's claim settlement history, Mr. Finch said, takes
suspect B-readers into account.  When Armstrong participated in
the Center for Claims Resolution, the CCR was well aware of
questionable B-readers and B-reads and settled those questionable
claims for lower dollar amounts.

Mr. Finch pointed out that Dr. Peterson made the assumption in his
estimate that Armstrong, going forward, would pay only 60% of
claims rather than the historical 90% through participation in the
CCR, based on greater scrutiny of the facts underlying each claim.
That assumption, however, doesn't decrease Armstrong's asbestos-
related liability significantly because the cost of cancer claim
settlements has climbed significantly.

Mr. Finch reminded Judge Robreno that Judge Rodriguez rejected
testimony by Dr. Robin Cantor (Dr. Chambers' partner) that tort
reform would lower settlement values for purposes of estimating
Federal-Mogul's asbestos-related liability.

                         Who to Believe

Mr. Finch urged Judge Robreno to recall and reflect on the
testimony presented by Armstrong's fact witnesses:

   -- Lawrence Keating, AWI's in-house counsel;

   -- William Hanlon, CCR's principal house counsel; and

   -- Paul Hanley, counsel for Federal-Mogul and other CCR
      participants.

None of these gentlemen, even remotely, suggested that Armstrong
paid bogus asbestos-related personal injury claims.  To the
contrary, they analyzed the claims, and each gentleman testified
that Armstrong's participation in the CCR minimized historical
settlement values.

Prof. Brickman, by contrast, never examined the facts underlying a
claim Armstrong settled, never deposed a claimant, never
negotiated a settlement, and never settled a claim.

The Committee, Mr. Finch argued, presented no evidence to rebut
the fact witnesses' testimony about the Armstrong's settlement
history that's used to value the claims in bankruptcy.

Many courts have relied on testimony by Drs. Peterson and Florence
to value a debtor's asbestos-related liability, Mr. Finch
commented.  And, not surprisingly, Mr. Finch said, no court has
relied on Dr. Chambers' testimony.  Dr. Chambers relies on Prof.
Brickman's work and Prof. Brickman testified that he did not study
Armstrong's settlement history.  Armstrong, Mr. Finch said, isn't
the Manville Trust.

Dr. Peterson inflates the value of mesothelioma claims to reflect
reality, Mr. Finch continued, and eliminates 40% of non-malignant
claims to reflect changes in the tort system.

The evidence, Mr. Finch argued, shows that the value of
Armstrong's present and future asbestos-related liability is at
least $1.3 billion.  Mr. Finch suggested that if the court is
inclined to "pick a number," as urged by the Creditors' Committee,
that number would be much higher than $3.1 billion.

                 The Creditors' Committee Speaks

Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, representing the Official Committee of Unsecured
Creditors, told Judge Robreno that the Markell Test and the Greate
Bay decision provide the Court with the appropriate standard to
resolve the unfair discrimination question.

The Committee, Mr. Shimshak explained, sees the Court as the trier
of fact in this proceeding.  As the trier of fact, it is the
Court's responsibility to estimate Armstrong's present and future
asbestos-related liability.  If that number is less than $3.1
billion -- which the Committee believes it is -- then the plan
unfairly discriminates against Class 6 and can't be confirmed.

"Is mathematical precision, rather than a reasonable range of
values, required," Judge Robreno asked?

"The Court should try to be as precise as possible," Mr. Shimshak
responded.  There's no question that estimation is difficult, and
that all estimates are based on projections, Mr. Shimshak
commented, but other courts have successfully estimated debtors'
asbestos liabilities despite the difficulty.

"Would it be wrong to conclude that $3.1 billion does not fall
below the lowest point in the range of reasonableness," Judge
Robreno queried?

"There is a right number," Mr. Shimshak responded, "which by
definition is reasonable.  The Court should do its best to find
that number, even if it is in a range."

Mr. Shimshak challenged the Plan Supporters to show him where the
$3.1 billion number appears in the Plan.  It doesn't.  Nor does
the Plan contain any language about a compromise and settlement of
the Debtors' asbestos-related liability.  The Debtors' Plan is
offensive because it violates 28 U.S.C. Sec. 2075, which says that
the Federal Rules of Bankruptcy Procedure (Rule 9019, governing
compromises and settlements, in this case) shall neither abridge,
expand or modify any substantive right.  The Plan Supporters use
the compromise and settlement and lowest point of the range of
reasonableness language in their arguments to lower the
evidentiary standard they must meet, Mr. Shimshak argued.

                    Alternatives to the Plan

Assume, Judge Robreno asked Mr. Shimshak, Dr. Chambers'
methodology is flawed or not persuasive.  What happens?

There's no question, Mr. Shimshak acknowledged, that this puts the
company, its creditors and all other stakeholders in a difficult
position.  A fresh chapter 11 plan would be required.

Mr. Karotkin confirmed that the $3.1 billion valuation underpins
Armstrong's chapter 11 plan.  Any valuation lower than that scraps
the existing plan.  Mr. Karotkin reminded Judge Robreno that a
lower value can't be plugged into Armstrong's proposed plan.
"We'd be back at square one," Mr. Karotkin said.

                Medical Evidence & Tort Reform

Andrew N. Gordon, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, another lawyer representing the Official Committee
of Unsecured Creditors, told Judge Robreno that everybody agrees
the asbestos litigation landscape has changed.  There's no dispute
disease incidence is declining.  The dispute is over the rate of
the decline.

Armstrong was identified as a "word processing defendant" -- well
known, easy to identify, easy to sue, and, paying 90% of all
claims, an easy mark for a settlement check, Mr. Gordon said.
Armstrong was a victim of mass screening scams and over-reading,
Mr. Gordon continued.

Judge Robreno interrupted Mr. Gordon, suggesting that evidence
only speaks to non-malignant claims.  The Plan Supporters contend
that the value of Armstrong's asbestos-related liability is driven
by the increasing value of mesothelioma claims.

"Correct," Mr. Gordon responded, "but non-malignant claims are
still a huge driver of total value."

                           The Experts

John F. Baughman, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison LLP, a third lawyer representing the Official Committee
of Unsecured Creditors, stressed that the litigation environment
during the days of the CCR, in 2001, and today are very different.

"Which expert did the best job of taking those changes into
account," Mr. Baughman asked?  "The Committee says Dr. Chambers
did," Mr. Baughman replied, answering his own rhetorical question.

"Dr. Chambers does not operate in a fictional world," Mr. Baughman
said.  Dr. Chambers was the only expert to read Judge Fullam's
opinion in the Owens Corning case.  Dr. Chambers was the only
expert who constructed a valuation model based on the state law
requirement that a claimant prove exposure to an Armstrong
asbestos-containing product.  Dr. Chambers focuses on a claimant's
ability to prove injury and causation and takes a fresh look at
the data to draw logical and reasoned conclusions.  There is
nothing novel about Dr. Chambers' work, Mr. Baughman said.

Mr. Baughman asserted that the Plan Supporters have misquoted Dr.
Chambers.  She never said a $3.1 billion valuation was reasonable.
Mr. Baughman directed Judge Robreno to the transcript of his
exchange with Dr. Chambers at the May 25 hearing:

         MR. BAUGHMAN: Okay.  One last thing, Dr. Chambers,
    in their pretrial briefs in this matter, the other side
    quoted you as offering the opinion that the $3.1 billion
    number contained in the proposed plan was reasonable.
    Is that, in fact, your opinion, that that number would
    be a reasonable estimate?

         DR. CHAMBERS: My opinion is that the number that
    I have provided in this case of 1.96 billion is the most
    reasonable estimate in the case.  It is conceivable that
    if I were to put together a series of assumptions that
    I could come to an estimate of $3.1 billion.  I think
    it's unlikely.  It's not what I would consider to be
    the most reasonable approach, and it's not what I would
    consider to be the appropriate estimate in this case.

The Plan Supporters stand by their characterization of Dr.
Chambers' testimony, Mr. Karotkin interjected.

Mr. Baughman criticized Dr. Florence's testimony.

"He's the one who refuses to recognize the world as it is today,"
Mr. Baughman said, explaining that Dr. Florence uses CCR
settlement to project liability out to 2049.  "The CCR is dead,"
Mr. Baughman said.  Mr. Baughman challenged Dr. Florence's
propensity to sue figures, asserting that in some years Dr.
Florence estimates that 120% of claimants will sue, which is
impossible.

Mr. Finch suggested that the propensity to sue logically
increases.  In 1990, only 25% of cancer claimants sued.  In 2000,
50% of cancer claimants sued.  An estimate that 75% of future
cancer claimants will sue is not unreasonable.

Dr. Peterson jacks up the value of claims by relying on anomalous
2000 settlement values that were 165% of 1999 settlement values,
Mr. Bauman asserted, and then uses that multiplier to compound his
inflated settlement value error to conclude future settlements
will be 270% of 2000 settlement values.  Further, Mr. Baughman
continued, Dr. Peterson overestimates the number of claims (though
not as badly as Dr. Florence) by inflating his propensity to sue
estimate from 50% to 75%, without any basis in the historical
record.  Dr. Peterson also predicts at page 48 of his written
report payments on cancer claims will rise 10% -- again with no
explanation.

Dr. Peterson values mesothelioma claims against Armstrong at
$144,000, and that's the right number that reflects reality today,
Mr. Finch said.  Dr. Chambers uses an average of old settlement
values to put a $53,000 price tag on cancer claims.  Mr. Finch
related a story about running into a gentleman on the way to the
courthouse yesterday morning.  The gentleman used to work for his
firm as a paralegal.  The gentleman went to law school, graduated,
and has accepted a job in the tax division of the Justice
Department.  If, God forbid, the gentleman were run over by a city
bus and killed, would the value of his future earnings be based on
his historical average salary at Caplin & Drysdale or his
employment at an attorney for the Justice Department?

Giving Dr. Florence one final jab, Mr. Baughman charged that Dr.
Florence's sensitivity analysis is incomprehensible, making it
impossible to analyze changes to his secret model.

Judge Robreno reminded Mr. Baughman that estimates of other
debtors' asbestos liability by Dr. Peterson have been accepted by
other courts.

"They've also been rejected," Mr. Baughman responded.  In the
Owens Corning and Federal-Mogul cases, Dr. Peterson is one-for-
one, Mr. Baughman said.

Dr. Chambers, Mr. Baughman continued, is the only expert who takes
the full record into account and makes reasonable assumptions
based on actual data.

Jane W. Parver, Esq., representing the Legal Representative for
Future Asbestos Claimants, rose to defend Dr. Florence's
credentials, expertise, methodology and conclusions.

Dr. Chambers has a degree in education and her experience is in
leading teams, Ms. Parver told Judge Robreno.  She has no
experience in statistics, medicine or litigation.

Ms. Parver told Judge Robreno that she'd recently discovered that
Dr. Chambers testified in GAF's chapter 11 case that the reason
GAF's settlement costs spiked in 2000 was because Armstrong sought
chapter 11 protection.  She reminded Judge Robreno that Dr.
Chambers testified that the cause of the 2000 spike in Armstrong's
settlement costs was attributable to GAF filing for chapter 11
protection.

Dr. Florence did account for changes in the tort system, Ms.
Parver said, and produced 30-some reasonable estimates of
Armstrong's asbestos-related liability by tinkering with the
variables.  All of Dr. Florence's adjustments lead to valuations
that exceed $3.1 billion.

                      Waiting for a Ruling

Judge Robreno thanked all of the parties for their participation
in this matter, took confirmation of Armstrong's plan under
advisement, said he will issue a decision promptly (without any
hint of what that means), and concluded the hearing to consider
confirmation of Armstrong's chapter 11 plan.

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.


ARMSTRONG WORLD: OCM Opportunities Resigns from Creditors Panel
---------------------------------------------------------------
Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, informs
Judge Judith K. Fitzgerald of the U.S. Bankruptcy Court for the
District of Delaware that OCM Opportunities Fund III, L.P., has
resigned from the Official Committee of Unsecured Creditors of
Armstrong World Industries, Inc., and its debtor-affiliates.

The Creditors Committee is now composed of:

    (1) Wachovia Bank, N.A.
        Attention: James S. Barwis
        191 Peachtree Street, 28th Floor
        Atlanta, GA 30303
        (404) 332-1326
        (404) 332-4136

    (2) Deutsche Bank
        Attention: Barbara Eppolito
        130 Liberty Street, MS 2702,
        New York, NY 10006
        (212) 250-5446
        (212) 669-1577

    (3) Wells Fargo Bank Minnesota, N.A., as Indenture Trustee
        Attention: Craig D. Litsy, Vice President
        Sixth Street and Marquette Avenue, MAC NO. N9303-120
        Minneapolis, MN 55479
        (612) 667-4160
        (612) 667-9825

    (4) Law Debenture Trust Company of New York
        Attention: Adam Berman, Vice President
        767 Third Avenue, 31st Floor
        New York, NY 10017
        (212) 750-6474
        (212) 750-1361

    (5) Third Avenue Value Fund
        Attention: Peter M. Faulkner
        767 Third Avenue, 5th Floor
        New York, NY 10017
        (212) 888-2290
        (212) 223-8922

    (6) Oxy Vinyles, LP
        Attention: Timothy J. Joyce
        5005 LBJ Freeway
        Dallas, TX 72544
        (972) 404-3388
        (972) 404-3551

    (7) Exxon Mobil Chemical
        Attention: Patricia F. Shenefelt
        13501 Katy Freeway
        Houston, TX 77079-1398
        (281) 584-7662
        (281) 588-4606

Richard L. Schepacarter, Esq. is the attorney for the Office of
the U.S. Trustee assigned in the Debtors' Chapter 11 cases.

                      About Armstrong World

Headquartered in Lancaster, Pennsylvania, Armstrong World
Industries, Inc. -- http://www.armstrong.com/-- the major
operating subsidiary of Armstrong Holdings, Inc., designs,
manufactures and sells interior floor coverings and ceiling
systems, around the world.

The Company and its debtor-affiliates filed for chapter 11
protection on December 6, 2000 (Bankr. Del. Case No. 00-04469).
Stephen Karotkin, Esq., at Weil, Gotshal & Manges LLP, and Russell
C. Silberglied, Esq., at Richards, Layton & Finger, P.A.,
represent the Debtors in their restructuring efforts.  The Debtors
tapped the Feinberg Group for analysis, evaluation, and treatment
of personal injury asbestos claims.

Mark Felger, Esq. and David Carickhoff, Esq., at Cozen and
O'Connor, and Robert Drain, Esq., Andrew Rosenberg, Esq., and
Alexander Rohan, Esq., at Paul, Weiss, Rifkind, Wharton &
Garrison, represent the Official Committee of Unsecured Creditors.
The Creditors Committee tapped Houlihan Lokey for financial and
investment advice.  The Official Committee of Asbestos Personal
Injury Claimant hired Ashby & Geddes as counsel.

When the Debtors filed for protection from their creditors, they
listed $4,032,200,000 in total assets and $3,296,900,000 in
liabilities.  (Armstrong Bankruptcy News, Issue No. 96; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


BACHRACH CLOTHING: Committee Wants to Tap Kronish Lieb as Counsel
-----------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in
Bachrach Clothing, Inc.'s chapter 11 case asks the U.S. Bankruptcy
Court for the Northern District of Illinois for permission to
retain Kronish Lieb Weiner & Hellman LLP as its counsel, nunc pro
tunc to June 12, 2006.

The Committee believes that it will be cost effective to retain
Kronish Lieb as its counsel in light of the firm's extensive
experience in representing various committees in chapter 11 cases.

Kronish Lieb will:

   (a) attend the Committee meetings;

   (b) review financial information furnished by the Debtor to the
       Committee and its professionals;

   (c) review and investigate the liens of purported secured
       parties;

   (d) confer with the Debtor's management and counsel;

   (e) review the Debtor's schedules, statement of financial
       affairs and any proposed business plans;

   (f) advise the Committee as to the ramifications of the
       Debtor's activities and pleading before the Court;

   (g) file appropriate pleadings on behalf of the Committee;

   (h) review and analyze the work product of other professionals
       and report to the Committee;

   (i) provide the Committee with legal advice in relation to the
       Debtor's case;

   (j) assist the Committee in negotiations with the Debtor and
       other parties in interest regarding, among other things,
       use of cash collateral, bidding and auction procedures,
       marketing and solicitation activities, and maximizing value
       for unsecured creditors; and

   (j) perform other legal services for the Committee as may be
       necessary.

Kronish Lieb did not disclose the current hourly rate for its
professionals.

Lawrence C. Gottlieb, Esq., a partner at the firm, assures the
Court that his firm and its professionals do not hold any material
interest adverse to the Debtor's estate and are disinterested as
that term defined in Section 101(14) of the Bankruptcy Code.

Headquartered in Chicago, Illinois, Bachrach Clothing, Inc. --
http://www.bachrach.com/-- manufactures and retails formal men's
wear and accessories.  The company filed for chapter 11 protection
on June 6, 2006 (Bankr. N.D. Ill. Case No. 06-06525).  Robert M.
Fishman, Esq., at Shaw Gussis Fishman Glantz Wolfson & Towbin LLC,
represents the Debtor in its restructuring efforts.  When the
Debtor filed for protection from its creditors, it disclosed
estimated assets and debts between $10 million and $50 million.


BEARD COMPANY: PinnOak Makes $660,000 Advance for Beard Pinnacle
----------------------------------------------------------------
PinnOak Resources, LLC, has advanced an additional $660,000 to
Beard Pinnacle, LLC, The Beard Company's wholly-owned subsidiary,
bringing the total advances to $9 million.

The Company entered into an agreement with PinnOak Resources, LLC,
in February related to the funding of the construction and
operation of a pond fines recovery facility.  PinnOak agreed to
provide the funding to finance the Project, while Beard Pinnacle
awaits outside funding for the Project.  Beard Pinnacle executed a
promissory note in favor of PinnOak to reflect the amount of funds
advanced.

As of May 4, 2006, the amount of the note had been increased from
$5,100,000 to $9,000,000 and PinnOak had advanced an additional
$940,000 to Beard Pinnacle, increasing the total advances against
the Note to $6,850,000.  Other advances made against the note by
Beard Pinnacle were:

     May 23, 2006  - $835,000; total advances was $7,685,000;

     June 21, 2006 - $655,000; total advances was $8,340,000; and

     July 3, 2006  - $660,000; total advances was $9,000,000.

Based in Oklahoma City, Oklahoma, The Beard Company --
http://www.beardco.com/-- focuses on fuel and chemical
production.  It operates coal fines reclamation facilities in the
U.S., has produced carbon dioxide gas since the early 1980's, and
operates organic chemical compound fertilizer plants in China.
The Company also operates its e-Commerce segment, which develops
business opportunities to leverage Starpay's(TM) intellectual
property portfolio of Internet payment methods and security
technologies.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on June 19, 2006,
Cole & Reed, P.C., in Oklahoma City, Oklahoma, raised substantial
doubt about Beard Company's ability to continue as a going concern
after auditing the company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
company's recurring losses and negative cash flows from
operations.


CAL-BAY INTERNATIONAL: Completes Acquisition of COBS Homes
----------------------------------------------------------
The Board of Directors of Cal-Bay International, Inc., disclosed
that the Company completed the acquisition of COBS (Complete Owner
Builder Services) Homes LLC.  COBS will be relocating to Cal-Bay's
newly expanded 5000+ square feet Corporate Offices in Carlsbad,
California in July 2006.

Cal-Bay International's President Roger Pawson commented: "We are
delighted to have the opportunity to expand the horizons for both
companies by way of the acquisition, many joint venture projects
are available within the internal operations of the companies and
Cal-Bay will make available the resources to the COBS subsidiary
to expand their operations and marketing needs to further grow the
company, resulting in maximized market awareness, expanded
corporate sponsorship, increased revenues and profitability.  The
combined revenues for Cal-Bay and COBS based upon Cal-Bay's
current Property Portfolio and COBS current revenues will equate
to almost $10 million per year."

Mr. Pawson further commented, "Robert Mackle, the President of
COBS Homes, will be appointed to the Board of Directors of Cal-Bay
this week.  Rob brings a wealth of experience, integrity and
dedication to both COBS and Cal-Bay and will be a valuable
addition to the Board of Directors."

                         About COBS Homes

COBS (Complete Owner Builder Services) was founded to help people
through the process of building their own homes.  The company has
developed an A B C program to help with finance, real estate, and
construction decisions.  COBS provides services to help with
construction loans, home plans, building lots, building materials,
construction budgeting, and the entire process of building a home.
COBS was founded by President Rob Mackle in 2000 and has had
consistent growth and success in the online Owner-Builder Services
arena.  COBS annual revenues are currently in excess of $5 million
per year and through the Cal-Bay alliance COBS has plans for major
growth and expansion.  COBS has business partnership agreements
with several major Nationwide Hardware chains including Home
Depot.  COBS projected revenues for 2006 are expected to be in the
region of $6 million.

                          About Cal-Bay

Cal-Bay International, Inc. (OTCBB: CBAY) was originally
incorporated in the State of Nevada on Dec. 9, 1998, under the
name Var-Jazz Entertainment, Inc.  Var-Jazz was organized to
engage in the business of music production and sales.  Var-Jazz
did not succeed in the music business and the board of directors
determined it was in the best interest of the Company to seek
additional business opportunities.  On March 8, 2001, Var-Jazz
entered into an Agreement and Plan of Reorganization with Cal-Bay
Controls, Inc., whereby Var-Jazz changed its name to Cal-Bay
International, Inc., and acquired Cal-Bay Controls, Inc., as a
wholly owned subsidiary in exchange for 17,112,000 shares of
common stock.

                        Going Concern Doubt

Lawrence Scharfman CPA PC expressed substantial doubt about Cal-
Bay's ability to continue as a going concern after auditing the
Company's financial statements for the years ended Dec. 31, 2005
and 2004.  The auditing firm pointed to the Company's need to
secure additional working capital for its planned activity and to
service its debt.

At March 31, 2006, the Company's balance sheet showed $11,975,743
in total assets and $2,472,991 in total liabilities resulting in a
stockholders' equity of $9,502,752.


CATHOLIC CHURCH: Spokane Wants ACE Insurers Settlement Pact Okayed
------------------------------------------------------------------
The Diocese of Spokane and ACE Property and Casualty Insurance
Company are parties to an insurance coverage action arising from a
general liability insurance policy allegedly issued by Aetna
Insurance Company -- Policy No. CPP 44-33-95 -- for the period
from February 1, 1981, to February 1, 1982.

ACE Property, formerly known as CIGNA Property and Casualty
Insurance Company, formerly known as Aetna Insurance Company, is
the successor-in-interest to the various rights and duties under
the Alleged Aetna Policy, Shaun M. Cross, Esq., at Paine,
Hamblen, Coffin, Brooke & Miller, LLP, in Spokane, Washington,
relates.

Mr. Cross tells the U.S. Bankruptcy Court for the Eastern District
of Oregon the Alleged Aetna Policy was lost and has never been
found.  ACE Property, therefore, disputes the existence of the
Aetna Policy.

Before the Petition Date, the Diocese tendered to ACE Property the
defense of certain tort claims arising during the term of the
Alleged Aetna Policy, Mr. Cross further relates.  ACE accepted the
defense of those claims subject to a reservation of rights.

ACE has paid $179,651 to indemnify the Diocese under the Alleged
Aetna Policy, Mr. Cross notes.  Hence, in the Coverage Action,
ACE Property maintains that if the Diocese can satisfy its burden
of proving the existence and material terms of the Alleged Aetna
Policy, its payments under a general aggregate limit to indemnify
the Diocese for any remaining claims or suits will be $370,349.

Morning Star Boys' Ranch, a separately incorporated nonprofit
residential group home for boys, which is not a debtor in
Spokane's Chapter 11 case, has asserted that a tort claim against
it is covered under the Alleged Aetna Policy.  ACE Property denied
coverage for Morning Star's claim, asserting it is not an insured
under the Alleged Aetna Policy.

Mr. Cross notes that the Diocese has incurred over $1,000,000 in
fees and expenses in pursuing the Coverage Action.

To resolve all claims with respect to the Alleged Aetna Policy,
including coverage for Tort Claims and any other present or future
liabilities that might be covered, the Diocese and ACE Property
entered into a settlement agreement.

A full-text copy of the Settlement, Release and Buy Back Agreement
between the Diocese and ACE Property is available for free at:

                http://researcharchives.com/t/s?d8d

The salient terms of the Settlement Agreement are:

   (a) ACE Property will deposit $1,500,000 into an interest
       bearing, separate asset account to indemnify the Diocese
       for any and all claims that have vested or may vest under
       the Alleged Aetna Policy, whether known or unknown,
       including but not limited to Tort Claims;

   (b) The Settlement Amount will be released to the Diocese on
       the effective date of the Settlement Agreement.  The
       Diocese will not be entitled to withdraw any funds from
       the Account, except for certain administrative costs,
       until October 1, 2007, or on other dates as may be
       directed by the Bankruptcy Court;

   (c) The Diocese will use all sums received under the
       Settlement Agreement to indemnify tort claimants, except
       as may be otherwise directed by the Bankruptcy Court;

   (d) The Diocese, on its own behalf and on behalf of its
       related entities, will:

       * release and forever discharge ACE Property for all
         claims and obligations in any way related to the Alleged
         Aetna Policy, including all present and future Tort
         Claims;

       * release all rights under the Alleged Aetna Policy;

       * dismiss with prejudice its claims against ACE in the
         Coverage Action; and

       * sell the Alleged Aetna Policy back to ACE Property free
         and clear of all liens, claims encumbrances and other
         interests, except the rights, if any, held by Morning
         Star;

   (e) ACE Property's payment of the Settlement Amount will:

       * constitute ACE Property's full and complete performance
         of any and all obligations under the Alleged Aetna
         Policy owed to any Releasing Party; and

       * effect a complete sale, outright, of the Alleged Aetna
         Policy to ACE:

   (f) The effectivity of the settlement agreement is conditioned
       on the final orders of the:

       * Bankruptcy Court approving the Settlement Agreement; and

       * District Court dismissing and barring all equitable
         contribution or other claims against ACE Property by
         other parties to the Coverage Action; and

   (g) If the Diocese proposes a plan of reorganization that will
       channel Tort Claims to a trust, the Diocese will use its
       best efforts to include in that plan a channeling
       injunction that protects ACE Property against the
       assertion of Tort Claims.

                     About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CATHOLIC CHURCH: Spokane Inks $5.25 Million Settlement with GICA
----------------------------------------------------------------
General Insurance Company of America issued to, or for the benefit
of, the Diocese of Spokane and certain parties several prepetition
insurance policies covering the years from 1958 to 1972.

The GICA Policies are "occurrence based" policies, providing
coverage for "bodily injury" occurring within the coverage years
regardless of when the claims are asserted.  The GICA Policies
differ from "claims made" policies, which provide coverage for
claims asserted in the coverage years.  Each Policy has:

   * a $200,000 per claimant limit; and

   * per occurrence limit capping how much GICA would pay for all
     claims arising out of the same occurrence.

Shaun M. Cross, Esq., at Paine, Hamblen, Coffin, Brooke & Miller,
LLP, in Spokane, Washington, relates that before the Petition
Date, the Diocese tendered to GICA the defense of certain tort
claims allegedly arising within the coverage years of the
Policies.  GICA accepted the defense of those claims, subject to a
reservation of all its rights.  GICA paid out $1,360,000 in
connection with defense and indemnity costs.

In addition, Morning Star Boys' Ranch, a separately incorporated
nonprofit residential group home for boys, which is not a debtor
in Spokane's Chapter 11 case, also asserted that certain tort
claims against it are covered by the GICA Policies, Mr. Cross
further relates.  Thus, GICA also accepted the defense of certain
of those claims, subject to a reservation of all its rights.

According to Mr. Cross, certain disputes between the Diocese and
its insurers, including GICA, have arisen and would be likely to
arise in the future concerning the insurers' position regarding
the nature and scope of their responsibilities to provide coverage
to the Diocese and the other parties under the Policies.

On November 22, 2004, certain other insurers filed a declaratory
relief action in Spokane County Superior Court naming as
defendants, among others, the Diocese and GICA.

In the Coverage Action, GICA has asserted various defenses to
coverage, including:

   * loss or missing policies;
   * expected or intended loss;
   * late notice; and
   * limitation and exhaustion of exposure.

The Diocese, GICA, and the other parties have been engaged in
extensive discovery.  The Diocese has incurred over $1,000,000 in
fees and expenses in pursuing the Coverage Action.

The Coverage Action is now pending in the U.S. District Court for
the Eastern District of Washington.  The District Court has set an
October 23, 2006, trial date.

Even if the Diocese is successful in the Coverage Action,
Mr. Cross notes that GICA will likely pursue an appeal from any
adverse decision, particularly given the number of unsettled legal
issues under Washington insurance law that are implicated in the
Coverage Action.

To avoid the costs and risks of litigation, the Diocese and GICA
entered into a settlement agreement to resolve their disputes.

The principal terms of the Settlement Agreement are:

   (a) GICA will deposit as payment $5,250,000 into an interest
       bearing, separate asset, trust account to be released to
       the Diocese on the effective date of the Settlement
       Agreement.  The Diocese will not be entitled to withdraw
       any funds from the Trust Account, except to pay certain
       administrative costs, until October 1, 2007, or other
       dates as may be directed by the U.S. Bankruptcy Court for
       the Eastern District of Washington;

   (b) The Diocese will use all sums received under the
       Settlement Agreement solely to indemnify Tort Claims
       related to individuals alleging injury;

   (c) The Diocese will:

       (1) release and forever discharge GICA for all claims and
           obligations in any way related to the GICA Policies,
           including all present and future Tort Claims;

       (2) release all rights under the actual or alleged GICA
           Policies;

       (3) dismiss with prejudice its claims against GICA in the
           Coverage Action; and

       (4) sell the Policies back to GICA free and clear of all
           liens, claims encumbrances and other interests, with
           the sole exception of the alleged rights, if any, held
           by Morning Star; and

   (d) The Settlement Agreement will take effect on:

       (1) the Bankruptcy Court's final order approving the
           settlement; and

       (2) the District Court's order barring all equitable
           contribution or other claims against GICA by other
           parties to the Coverage Action.

A full-text copy of the Settlement, Release and Buy Back
Agreement between the Diocese and GICA is available for free at:

                http://researcharchives.com/t/s?d8b

By this motion, the Diocese asks the Bankruptcy Court to:

     (i) approve the Settlement Agreement with GICA;

    (ii) permit the Diocese to sell back the GICA Policies
         pursuant to the terms of the Settlement Agreement, free
         and clear of liens, claims, encumbrances, and other
         interests, other than the alleged rights, claims, or
         interest of Morning Star, if any;

   (iii) find that claims held by "causal link" claimants are
         "claims" as that term is defined in Section 101(5) of
         the Bankruptcy Code; and

    (iv) find that GICA is a good faith purchaser entitled
         to the protections of Section 363(m).

The Causal Link Claimants are those persons who know that they had
an incident of sexual contact, sexual abuse, or sexual misconduct
by an alleged agent of the Diocese while the claimant was a minor
yet, who fail to make the connection between the incident and
injuries.  The Futures Claimant Representative represents the
Causal Link Claimants.

                     About Diocese of Spokane

The Roman Catholic Church of the Diocese of Spokane filed for
chapter 11 protection (Bankr. E.D. Wash. Case No. 04-08822) on
Dec. 6, 2004.  Michael J. Paukert, Esq., at Paine, Hamblen,
Coffin, Brooke & Miller, LLP, represents the Spokane Diocese in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it listed $11,162,938 in total assets and
$81,364,055 in total debts. (Catholic Church Bankruptcy News,
Issue No. 64; Bankruptcy Creditors' Service, Inc., 215/945-7000)


CITISTEEL USA: $75MM Debt Issuance Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the ratings for CitiSteel
USA, Inc. following the recent issuance of $75 million of debt by
CitiSteel's parent company, CitiSteel USA Holdings, Inc. for the
sole purpose of paying a dividend to Holdings' equity owners,
H.I.G. Capital.  The new debt raises Holdings' consolidated debt
to $244 million, a very high level for a small steel company
dependent on a single mill and a single product.

Moody's lowered CitiSteel's corporate family rating to Caa1 from
B3 and the rating on its senior secured floating rate notes due
2010 to Caa1 from B3. While the new Holdings' notes are
structurally subordinated to all debt and other liabilities at
CitiSteel, the downgrade of CitiSteel was warranted, in Moody's
opinion:

   (1) the heightened risk of default at both companies as a
       result of the increased consolidated debt;

   (2) the increased pressure the Holdings' debt places on
       CitiSteel to distribute cash to Holdings, perhaps in lieu
       of repayment of CitiSteel's debt or value-enhancing
       investments in CitiSteel's assets, so that Holdings can in
       turn pay semiannual interest of $5.6-$6.7 million
       beginning April 2008; and

   (3) the clarion signal the note offering and shareholder
       distribution sends regarding the owner's priorities
       vis-a-vis CitiSteel's creditors.

This concludes Moody's review of CitiSteel, which began on
June 29, 2006. CitiSteel's rating outlook is stable.  CitiSteel's
speculative grade liquidity rating was affirmed at SGL-1.

CitiSteel is a very small company, with LTM sales of $287 million.
Its consolidated debt of $244 million is over two times larger
than its tangible assets of $103 million and equal to $690 per ton
of steel sold over the last 12 months.  This debt per ton figure
is greater than the enterprise value per ton of many much larger
North American steel companies.

While plate market fundamentals are currently favorable,
CitiSteel's steel mill is high cost and the company is highly
vulnerable to an industry or economic downturn.  Between 1999 and
2003, CitiSteel's EBITDA averaged $4.8 million per year.

CitiSteel's annual interest is approximately $22 million and
Holdings' annual interest will be $11.25-13.5 million.
Furthermore, the volatility of the steel industry does not lend
itself to the double leverage introduced by holding company debt,
as shown by the difficulties encountered by WCI Steel and
Wheeling-Pittsburgh

CitiSteel USA, Inc. is a small discrete plate producer located in
Claymont, Delaware.  The company sells primarily to end-users in
the bridge making, ship building, heavy equipment, railcars, and
tool and die industries.  The mill capacity is approximately
450,000 tons per year.


COLLINS & AIKMAN: GECC Takes Bankr. Appeal to Michigan Dist. Court
------------------------------------------------------------------
General Electric Capital Corporation notified the U.S. Bankruptcy
Court for the Eastern District of Michigan that it will take an
appeal to the United States District Court for the Eastern
District of Michigan from the order denying its request to compel
payments under its master lease agreements with the Debtors.

GECC wants the District Court to determine whether:

   a. the Bankruptcy Court erred in denying GECC's request to
      compel payments first due at least 60 days after the
      Petition Date under certain master lease agreements; and

   b. the Bankruptcy Court erred by, over GECC's objection,
      instituting a procedure to rule on the relief requested in
      the Request when:

      (1) the procedure resulted in the denial of the Motion and
          the continued use by the Debtors of the equipment
          leased under the Products Leases without any evidence
          or suggestion that the Debtors will have the financial
          wherewithal to pay the accrued and accruing obligations
          under the Products Leases by which the Debtors remain
          bound;

      (2) the procedure is not contemplated by the Bankruptcy
          Code or the Federal Rules of Bankruptcy Procedure; and

      (3) the procedure denied GECC due process of law in
          violation of Article V of the Constitution in that it
          did not (a) afford GECC the opportunity to submit a
          brief, (b) allow GECC to conduct discovery, (c) allow
          GECC to depose the Debtors' witnesses, or (d) allow
          GECC to cross examine the Debtors' witnesses at the
          hearing.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


COLLINS & AIKMAN: Calls for Discovery to Resolve GM Tooling Spat
----------------------------------------------------------------
Collins & Aikman Corporation and its debtor-affiliates ask the
U.S. Bankruptcy Court for the Eastern District of Michigan to to
dismiss General Motors Corporation's Tooling Request or, in the
alternative, require GM to file an adversary complaint to which
they can properly defend.

As reported in the Troubled Company Reporter on Sept. 28, 2005, GM
sought a "contingent" lift stay to take possession of all tooling
related to a particular purchase order upon the happening of
certain speculative future events.  Under the tooling purchase
orders, upon GM's payment of amounts properly invoiced by the
Debtors and validly due, GM would own the Tooling.  GM asserted it
had paid all the amounts due to the Debtors and as a consequence,
the Tooling is GM's property and the Debtors' obligation to turn
the Tooling over to GM was absolute and unconditional.

The Debtors note that GM, while careful not to specifically label
what it is seeking, clearly is attempting either to recover
property or determine the validity, priority, or extent of an
interest in the property.

Joseph M. Fischer, Esq., at Carson Fischer, P.L.C., in Bloomfield
Hills, Michigan, contends that contrary to GM's statements, it
has failed to remit to the Debtors all amounts due for all
tooling.  Since GM has failed to pay all amounts due and owing
for all Tolling, all Tooling is not the property of GM, Mr.
Fischer says.

The issue of whether GM may have paid the Debtors all outstanding
Tooling Receivables is currently the subject of an adversary
proceeding.  In the Adversary Proceeding, the Debtors have filed
a cross-claim against GM alleging that GM owes the Debtors
$12,027,489 in unpaid Tooling Receivables.

GM's Tooling Request is nothing more than a motion for
declaratory relief in which GM seeks an order from the Court
declaring that it owns all Tooling free and clear of any interest
by the Debtors or other third party, Mr. Fischer argues.

                      Debtors Seek Discovery

The Debtors believe that discovery is essential to resolving the
issues and factual assertions by GM in its Tooling Request.

The GM Tooling Request contains purchase orders over six years
and includes transactions involving companies purchased by
Collins & Aikman Corp. years ago.  The Debtors note that these
documents and information are voluminous and contained in
separate information systems.

To the extent that the GM Tooling Request is not required to be
the subject of an adversary proceeding or simply consolidated
with the GECC Adversary Proceeding, the Debtors ask the Court
that discovery should be permitted in this contested matter.

Headquartered in Troy, Michigan, Collins & Aikman Corporation
-- http://www.collinsaikman.com/-- is a global leader in cockpit
modules and automotive floor and acoustic systems and is a leading
supplier of instrument panels, automotive fabric, plastic-based
trim, and convertible top systems.  The Company has a workforce of
approximately 23,000 and a network of more than 100 technical
centers, sales offices and manufacturing sites in 17 countries
throughout the world.  The Company and its debtor-affiliates filed
for chapter 11 protection on May 17, 2005 (Bankr. E.D. Mich. Case
No. 05-55927).  Richard M. Cieri, Esq., at Kirkland & Ellis LLP,
represents C&A in its restructuring.  Lazard Freres & Co., LLC,
provides the Debtor with investment banking services.  Michael S.
Stammer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents
the Official Committee of Unsecured Creditors Committee.  When the
Debtors filed for protection from their creditors, they listed
$3,196,700,000 in total assets and $2,856,600,000 in total debts.
(Collins & Aikman Bankruptcy News, Issue No. 33; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


CRESCENT JEWELERS: Paying $625K Transition Bonus to Key Employees
-----------------------------------------------------------------
The U.S. Bankruptcy Court for the Northern District of California
gave Crescent Jewelers permission to implement the transition
bonus plan for its key employees.

On June 15, 2006, the Court approved the Debtor's disclosure
statement explaining its chapter 11 plan of reorganization.

The solicitation process on the Plan is underway.  The Plan will
take effect on July 24, 2006.  A hearing regarding confirmation of
the Plan is scheduled on Thursday, July 13.

Under the Plan, Harbinger Capital Partners Master Fund I, Ltd. and
Friedman's Inc. will receive 100% of the equity in the Reorganized
Debtor in consideration for the claims of Harbinger and Friedman's
and a new capital investment.

The transition is expected to make changes that will affect the
Debtor's employees.  The Debtor told the Court that there is
substantial risk that their employees may seek other employment
before the post-confirmation transition is complete.  Hence, it is
essential that motivated and qualified employees be maintained to
operate the business pending confirmation and effectuation of the
Plan, the Debtor explained.

The Debtor will be paying "transition bonuses" to approximately 70
eligible employees in its headquarters, in amounts ranging from
two weeks to three months of the respective employee's salary, in
an aggregate amount not to exceed $625,000.

Payments under the Transition Bonus Plan will be made by the
Reorganized Debtor following the Effective Date of the Plan.

The Official Committee of Unsecured Creditors supports the
Transition Bonus Plan.

Headquartered in Oakland, California, Crescent Jewelers, Inc. --
http://www.crescentonline.com/-- sells jewelry and operates over
160 stores in six western states.  The Company filed for chapter
11 protection on August 11, 2004 (Bankr. N.D. Cal. Case No. 04-
44416).  Lee R. Bogdanoff, Esq. at Klee, Tuchin, Bogdanoff and
Stern represents the Debtor in its chapter 11 case.  John D.
Fiero, Esq., Kenneth H. Brown, Esq., and Tobias S. Keller, Esq.,
at Pachulski, Stang, Ziehl, Young and Jones represent the Official
Committee of Unsecured Creditors.  In its April 2006 Monthly
Operating Report, the Debtor reported $77,372,000 in total assets
and $134,972,000 in total debts.


CSK AUTO: Pays $221.3 Million of 7% Senior Subordinated Notes
-------------------------------------------------------------
CSK Auto, Inc., a wholly owned subsidiary of CSK Auto Corporation,
paid the tender offer consideration for the $221,300,000 aggregate
principal amount of its 7% Senior Subordinated Notes due 2014
validly tendered and not withdrawn at or prior to 5:00 p.m., New
York City time, on June 30, 2006, which was the early settlement
deadline with respect to the Company's cash tender offer and
consent solicitation for the 7% Notes.

The tender offer for the 7% Notes is scheduled to expire at 5:00
p.m., New York City time, on July 18, 2006, unless extended or
earlier terminated.  Payments of the Tender Consideration for 7%
Notes validly tendered and not withdrawn after the early
settlement deadline and at or prior to the Expiration Time will be
made promptly after the Expiration Time.

As was contemplated when the Company entered into its $450 million
senior secured credit facility, CSK received, subsequent to
payment of the Tender Consideration, a notice from holders of over
25% in aggregate principal amount of its 3-3/8% Senior
Exchangeable Notes due 2025 that such holders have accelerated the
maturity of the 3-3/8% Notes as a result of the failure to file
the Company's Annual Report on Form 10-K for its fiscal year ended
Jan. 29, 2006 with the trustee for the 3-3/8% Notes before July 2,
2006.  As a result of this notice, the $125 million in aggregate
principal amount of the 3-3/8% Notes (representing all of the
outstanding 3-3/8% Notes), plus accrued and unpaid interest
thereon, became immediately due and payable.  CSK instructed the
agent under the Term Credit Facility to provide the $125 million
needed to retire the principal amount of the 3-3/8% Notes and will
fund any unpaid interest from other sources.

Following the retirement of the 3-3/8% Notes, the Company's tender
offer and consent solicitation with respect to the 3-3/8% Notes
will be terminated.  The tender offer and consent solicitation
with respect to the 4-5/8% Senior Exchangeable Notes due 2025
currently scheduled to terminate on July 18, 2006 will continue
unaltered.

The Altman Group, Inc. is Information Agent and Depositary for the
tender offers for the 7% Notes and the 4 5/8% Notes.  Questions
and requests for documents related to the tender offers may be
directed to The Altman Group, Inc. at (201) 806-7300.

                          About CSK Auto

Based in Phoenix, Arizona, CSK Auto Corporation (NYSE: CAO) --
http://www.cskauto.com/-- is the parent company of CSK Auto,
Inc., a specialty retailer in the automotive aftermarket.
As of Jan. 29, 2006, the Company operated 1,273 stores in 22
states under the brand names Checker Auto Parts, Schuck's Auto
Supply, Kragen Auto Parts and Murray's Discount Auto Parts.


CSK AUTO: Moody's Rates $450 Million Senior Term Facility at Ba3
----------------------------------------------------------------
Moody's Investors Service assigned a Ba3 rating to CSK Auto,
Inc.'s new secured bank facility, confirmed all other long term
ratings, and raised the company's speculative grade rating to
SGL-3 from SGL-4.  This concludes the review for downgrade that
commenced on March 28, 2006 and was continued on June 1, 2006.

Rating assigned:

   * $450 million senior secured bank term loan credit facility
     at Ba3.

Ratings confirmed:

   * Corporate family rating at B1;

   * $100 million senior unsecured convertible notes due 2025 at
     B1, and

   * $3.7 million senior subordinated notes due 2014 at B3.

Rating confirmed and to be withdrawn:

   * $125 million senior unsecured notes due 2025 at B1.

The rating confirmations are based on CSK's ability to remedy
potential bond defaults by obtaining the new $450 million senior
secured term loan credit facility and subsequent successful tender
for $221.3 million, or 98% of the subordinated notes due 2014 plus
full repayment of the entire $125 million senior unsecured notes
following acceleration by those noteholders following the
repayment of the subordinated notes last week.

The company has sufficient capacity and capability under this
facility to redeem the remaining $100 million senior unsecured
issue if the need arises prior to the December 16, 2006 deadline
for draws under the new term loan in the event they are not
tendered by the July 18th expiration date.

While the company's ongoing Audit Committee-led internal
investigation into potential accounting errors and irregularities
continues, and the company is still unable to file its financial
statements with the SEC, the successful tender for the
subordinated debt and repayment of the $125 million senior
unsecured note issue utilizing the proceeds from the new senior
secured credit facility removes significant liquidity risk from
the current situation.

The receipt of waivers from the bank lenders under the unrated
revolving credit facility through December 13, 2006, with the
ability to extend until June 13, 2007 is an added plus.  The Ba3
rating on the new $450 million senior secured credit facility
recognizes its superior position in the current capital structure
by virtue of its collateral position consisting of a second lien
on accounts receivable and inventory behind the first lien
securing the unrated $325 million asset-based revolving credit
facility, as well as a first lien on all other assets.

In the event the remaining $100 million senior unsecured notes are
repaid, the rating of this $450 million secured bank facility will
likely be downgraded to B1 due to the lack of any junior capital
cushion resulting from the unsecured repayment.   Considering the
negative outlook, which reflects the potential unknown financial
impact that may result from the ongoing accounting investigation,
as well as limited visibility into the company's operating
performance since Q3 2005, there is little upward rating momentum
at present, though a stable outlook will result if the
investigation concludes with minimal cash flow impact.

Upward rating momentum could be generated if last year's Murray's
integration progresses smoothly.  A downgrade will result if the
outcome of the accounting investigation results in substantive
cash charges.

The upgrade of the speculative grade liquidity rating to SGL-3
reflects the improved liquidity as a result of the new $450
million credit facility, as well as the receipt of waivers from
the unrated revolving credit facility lenders.  While there
remains a lack of visibility with respect to CSK's most recent
operating performance due to its failure to file financial
statements, CSK has publicly stated that it is continuing to
generate free cash flow.

CSK Auto, Inc. is the operating subsidiary of CSK Auto Corp.,
headquartered in Phoenix, Arizona. CSK, operating primarily in the
Western U.S., is one of the largest auto parts retailers with
1,288 stores in 22 states, and revenues of $1.6 billion in the
year ended January 2005.  The Company operates stores under the
names Checker Auto Parts, Schuck's Auto Supply, Kragen Auto Parts,
and Murray's Discount Auto Stores.


DELAWARE STATE HOUSING: S&P Lowers $6.2 Million Bonds' Rating to B
------------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on Delaware
State Housing Authority's (Hillside Apartments project) $6.2
million bonds to 'B' from 'BB'.  The outlook is stable.

The downgrade reflects:

   * a significant drop in the debt service coverage to 0.77x
     maximum annual debt service;

   * a decline in income due to an increased vacancy rate, leading
     to a deterioration in the expense ratio; and

   * a low Real Estate Assessment Center score.

The audited financial results for the year ended Dec. 31, 2005,
indicate that the debt service coverage has declined to 0.77x from
1.05x in fiscal 2004.  This decline is due to a 26% decline in net
operating income.

Average rental income for the project for fiscal 2005 declined to
$955 per unit per month from $1,167 per unit per month in fiscal
2004.  Consequently, incomes in 2005 declined by 18%.  This
decline in income was largely due to increased vacancy rates
during 2005.

The expenses per unit declined by 5% to $5,008 from $5,278 in
fiscal 2004.  This decrease is primarily due to a 28% decrease in
maintenance expenses.  Advertising, promotion, and management fees
have also declined during the period.  The expense ratio for
fiscal 2005 weakened to 43% from 37% in fiscal 2004.

Debt per unit was $30,492 as of Jan. 31, 2006.

Average physical occupancy at the property has declined during the
period.  According to the project manager report, occupancy at the
property was 94% as of Dec. 31, 2005, with seven persons on the
waiting list.


DELTA AIR: Court Extends Exclusive Plan-Filing Period to Nov. 8
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
extended the period within which Delta Air Lines, Inc., and its
debtor-affiliates has the exclusive right to:

  (i) file a Chapter 11 plan, through November 8, 2006; and

(ii) solicit acceptances of the plan, through January 8, 2007.

As reported in the Troubled Company Reporter June 27, 2006, the
Debtors sought an extension to avoid the necessity of formulating
a plan of reorganization prematurely, and to ensure that their
plan best addresses the interests of the Debtors, and their
employees, creditors and estates.

Marshall S. Huebner, Esq., at Davis Polk & Wardwell, in New York,
related that the proposed extension has the full support of the
Official Committee of Unsecured Creditors.

Since the first 180-day extension of their exclusive periods, the
Debtors, according to Mr. Huebner, have been making substantial
progress in their Chapter 11 cases, including:

   -- the negotiation and ratification of amendments to their
      collective bargaining agreement with their pilots, with
      savings and revenue enhancement in excess of $300,000,000 a
      year;

   -- the negotiation of amendments to their credit facilities to
      reduce interest expense by more than $25,000,000 in 2006
      alone;

   -- the restructuring of 90% of their mainline aircraft fleet
      with savings of approximately $400,000,000 a year;

   -- rejections of 19 leases relating to six airports;

   -- continued negotiations with Comair, Inc.'s flight
      attendants; and

   -- the filing of over 4,300 pages of schedules of assets and
      liabilities and statements of financial affairs on May 31,
      2006.

Despite these achievements, additional work and progress are
necessary on many fronts to achieve the Debtors' goal to develop
and propose a reorganization plan that will receive support from
their various constituencies, Mr. Huebner related.

According to Mr. Huebner, the extension is required to enable the
Debtors to, among other things:

  (a) address their pension plan obligations;

  (b) address retiree health and related benefit obligations
      pursuant to Section 1114 of the Bankruptcy Code;

  (c) refine their business model to deliver a more efficient
      cost structure and future revenue growth so that Delta can
      compete effectively within the global commercial passenger
      aviation industry;

  (d) further implement specific restructuring initiatives;

  (e) continue to make progress on their airport leases and
      related obligations, including, inter alia, negotiations
      and rejections;

  (f) address the situation at Comair, Inc., including the
      possible need for further Section 1113 relief;

  (g) begin the evaluation of the thousands of proofs of claim
      that the Debtors expect to be filed by the August 21, 2006
      bar date for filing claims;

  (h) evaluate capital markets and balance sheet alternatives in
      connection with the Debtors' emergence from Chapter 11;
      and

  (i) develop a plan of reorganization.

Mr. Huebner asserted that ample cause clearly exists to grant the
Debtors' request:

   -- the Debtors' cases are large and complex;

   -- the Debtors need more time to negotiate a consensual plan
      of reorganization and prepare adequate information;

   -- the Debtors have made good faith progress toward
      reorganization;

   -- the Debtors have been paying their postpetition debts when
      due;

   -- the Debtors have demonstrated reasonable prospects for
      filing a viable plan of reorganization;

   -- the Debtors have made progress in negotiating with their
      creditors;

   -- the Debtors' Chapter 11 cases have been pending for a
      relatively short period;

   -- the Debtors' motive in requesting the extensions is not to
      pressure their creditors;

   -- an extension will enable the Debtors to resolve certain
      contingencies that will affect a plan of reorganization;
      and

   -- the requested extension is consistent with those granted
      in other large Chapter 11 cases.

                 About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DELTA AIR: Gets Court Nod to Hire Ernst & Young as Auditors
-----------------------------------------------------------
Delta Air Lines, Inc., and its debtor-affiliates obtained
authority from the U.S. Bankruptcy Court for the Southern District
of New York to hire Ernst & Young LLP as their independent
auditors and accountants, and tax advisory services providers,
nunc pro tunc to May 1, 2006.

As reported in the Troubled Company Reporter on June 28, 2006,
Ernst & Young will:

   a. audit and report the consolidated financial statements of
      Delta for the year ended December 31, 2006;

   b. audit and report management's assessment of the
      effectiveness of Delta's internal control over financial
      reporting as of December 31, 2006;

   c. review Delta's unaudited interim financial information
      before it files its Form 10-Q and issue a report to the
      Audit Committee that provides negative assurance as to
      conformity with accounting principles generally accepted in
      the United States;

   d. perform specific audit services set forth in the parties'
      Audit Engagement Letter dated May 8, 2006, including but
      not limited to:

      -- performing an audit of the consolidated financial
         statements of Comair, Inc.;

      -- providing the statutory audit reports for Aero Assurance
         Ltd. and NewSky, Ltd.;

      -- performing the Puerto Rico branch audit;

      -- performing the required agreed upon procedures; and

      -- providing other reports listed in Audit Engagement
         Letter;

   e. at the Debtors' request, provide accounting advisory and
      research services in connection with various accounting
      matters, including:

       * consultations required for significant proposed or
         executed transactions;

       * assistance with and review of registration statements,
         comfort letters and consents; and

       * services related to mergers, acquisitions, and
         divestitures;

   f. provide services to audit transactions, excluding fleet-
      related and facility-related matters, related to specific
      actions undertaken by the Debtors as part of their
      bankruptcy procedures, including but not limited to

      -- restructuring, termination or settlement of pension,
         other postretirement benefit, employee stock ownership
         or post-employment benefit plans;

      -- employee-related restructuring charges; and

      -- restructuring of municipal bond obligations; and

   g. provide services to audit transactions and provide
      consultations related to fresh-start reporting under a
      certain AICPA Statement of Position 90-7, Financial
      Reporting by Entities in Reorganization Under the
      Bankruptcy Code.

According to Mr. Bastian, although Ernst & Young's auditing
services are similar to those that Deloitte & Touche LLP provides
to the Debtors, Deloitte will not be providing the services to
the Debtors with respect to any periods beyond fiscal year 2005.

As tax services provider, Ernst & Young will:

   a. assist and advise the Debtors with the identification and
      resolution of tax issues that will arise during the course
      of the bankruptcy cases;

   b. analyze legal and other professional fees incurred to
      determine future deductibility of those costs for purposes
      of U.S. federal, state and local income taxes;

   c. assist and advise the Debtors in developing an
      understanding of the tax implications of their
      restructuring and reorganization alternatives, including:

       * evaluating the tax impacts that may result from a change
         in the equity;

       * capitalization or ownership of the shares of Delta
         or its assets including, as needed, research and
         analysis of Internal Revenue Code sections, treasury
         regulations, case law and other relevant tax authority,
         including state and local tax law;

   d. provide tax advice regarding availability, limitations,
      preservation and enhancement of tax attributes, including
      net operating losses and alternative minimum tax credits,
      and reduction of tax costs in connection with stock or
      asset sales, if any;

   e. provide tax compliance services including:

      -- estimated tax payment computations;

      -- extension requests;

      -- preparation of amended tax returns and carry back
         claims;

      -- federal tax depreciation calculations as well as
         gain or loss on disposals of fixed assets;

      -- state tax depreciation calculations;

      -- the required calculations under the Uniform
         Capitalization Rules;

      -- Federal Form 5471, Information Return of U.S. Persons
         With Respect to Certain Foreign Corporations;

      -- Federal Form 5472, Information Return of a 25% Foreign-
         Owned U.S. Corporation or a Foreign Corporation Engaged
         in a U.S. Trade or Business;

      -- computations relating to U.S. withholding on payments to
         foreign persons;

      -- computation of earnings and profits; and

      -- computation of worthless foreign stock deductions;

   f. provide tax advice regarding the validity of tax claims to
      determine if the tax amount claimed correctly reflects the
      true tax liability pursuant to applicable tax law;

   g. assist and advise with respect to open or potential tax
      refund claims and including support to assist in securing
      tax refunds;

   h. provide assistance with tax issues, transactional issues or
      with their dealings with tax authorities; and

   i. provide foreign country tax services by Ernst & Young or
      its affiliates, or any subcontractor or personnel of any
      E&Y entity.

Mr. Bastian assured the Court that Ernst & Young's tax services
are not duplicative to the services provided by Deloitte Tax to
the Debtors.  Deloitte Tax's services relate to other specific
and discrete projects related to federal income tax matters while
E&Y's services primarily involve tax matters related to the
Debtors' Chapter 11 cases.

Ernst & Young will be paid for its tax services on an hourly
basis:

      Professional                              Rates
      ------------                              -----
      Partner/Principal/Exec. Director           $600
      Senior Manager                              450
      Manager                                     350
      Senior                                      300
      Staff                                       200
      Client Serving Associate                    100

Ernst & Young will also be paid:

   a. a $2,500,000 fixed fee plus expenses for audit services;

   b. hourly rates for additional accounting advisory services
      and bankruptcy-related accounting advisory services:

      Professional                        Hourly Rate
      ------------                        -----------
      Partner                            $650 to $750
      Senior Manager                     $510 to $610
      Manager                            $394 to $484
      Senior                             $278 to $345
      Staff                              $193 to $229
      National Office Partner            $700 to $850
      National Office Senior Manager     $550 to $675

      The aggregate fees for the bankruptcy-related accounting
      advisory services will not exceed $200,000; and

   c. $215 per hour for fresh-start accounting advisory services.

                 About Delta Air Lines

Headquartered in Atlanta, Georgia, Delta Air Lines --
http://www.delta.com/-- is the world's second-largest airline in
terms of passengers carried and the leading U.S. carrier across
the Atlantic, offering daily flights to 502 destinations in 88
countries on Delta, Song, Delta Shuttle, the Delta Connection
carriers and its worldwide partners.  The Company and 18
affiliates filed for chapter 11 protection on Sept. 14, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-17923).  Marshall S. Huebner,
Esq., at Davis Polk & Wardwell, represents the Debtors in their
restructuring efforts.  Timothy R. Coleman at The Blackstone Group
L.P. provides the Debtors with financial advice.  Daniel H.
Golden, Esq., and Lisa G. Beckerman, Esq., at Akin Gump Strauss
Hauer & Feld LLP, provide the Official Committee of Unsecured
Creditors with legal advice.  John McKenna, Jr., at Houlihan Lokey
Howard & Zukin Capital and James S. Feltman at Mesirow Financial
Consulting, LLC, serve as the Committee's financial advisors.  As
of June 30, 2005, the Company's balance sheet showed $21.5 billion
in assets and $28.5 billion in liabilities. (Delta Air Lines
Bankruptcy News, Issue No. 36; Bankruptcy Creditors' Service,
Inc., 215/945-7000).


DIVERSIFIED GLOBAL: Moody's Rates $10.7MM Sub. Securities at Ba2
-----------------------------------------------------------------
Moody's Investors Service placed these notes issued by Diversified
Global Securities Limited on watch for possible upgrade:

   * $15,000,000 Class A-2 Fixed Rate Senior Subordinated Notes
     due 2014

     Prior Rating: A1
     Current Rating: A1

   * $7,683,000 Class 1 Subordinated Combination Securities due
     2014

     Prior Rating: Ba2
     Current Rating: Ba2

   * $3,073,000 Class 2 Subordinated Combination Securities due
     2014

     Prior Rating: Ba2
     Current Rating: Ba2

The rating actions reflect the ongoing delevering of the
transaction and related improvement in overcollateralization tests
for the A-1 and A-2 par value tests.  Additionally, according to
Moody's, the rated balance of the Class 1 and Class 2 combination
securities continues to amortize.


DONALD CREECH: Case Summary & 13 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Donald Clyde Creech
        Bonita Bingham Creech
        P.O. Box 877
        Middlesboro, Kentucky 40965

Bankruptcy Case No.: 06-60374

Type of Business: The Debtors own Creech Funeral Home, Inc., which
                  filed for chapter 11 protection on February 24,
                  2006 (Bankr. E.D. Ky. Case No. 06-60058).

                  The Debtors themselves filed for chapter 11
                  protection on April 21, 2006 (Bankr. E.D Ky.
                  Case No. 06-60173).

Chapter 11 Petition Date: July 10, 2006

Court: Eastern District of Kentucky (London)

Debtor's Counsel: John Thomas Hamilton, Esq.
                  Gess Mattingly & Atchison, PSC
                  201 West Short Street
                  Lexington, Kentucky 40507-1231
                  Tel: (859) 252-9000
                  Fax: (859) 233-4269

Estimated Assets: $500,000 to $1 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 13 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
National City Bank               Deficiency Balance      $410,000
c/o Scott T. Rickman, Esq.
Morgan & Pottinger
133 West Short Street            Real Estate - 2102      $377,927
Lexington, KY 40507              Cumberland Avenue
                                 Middlesboro, KY

Internal Revenue Service         Income Tax and          $120,436
Special Procedures               Civil Penalties
P.O. Box 1706
Louisville, KY 40201
                                 All Real and Personal   $364,996
                                 Property

Charles E. Sigmon, Sr.           Loan Guarantee to       $300,000
c/o Tracey Wise, Esq.            purchase Creech Durham
219 North Upper Street           Funeral Home, Inc.
Lexington, KY 40507

                                 Real Estate -           $274,000
                                 Pineville, Kentucky

Kentucky Revenue Cabinet         Withholding Taxes        $57,582
Frankfort, KY 40601

National City Bank               Real Estate - Haywood    $50,654
P.O. Box 3600                    Road, Middlesboro, KY
Louisville, KY 40233-6000

Commercial Bank                  Deficiency Balance       $34,194

                                 Unsecured Loan           $31,604

Batesville Casket Co.            Collection Suite         $19,668

Ford Motor Credit                Deficiency Balance;      $18,553
                                 Navigator

                                 Deficiency Balance;      $15,523
                                 Freestar

MBNA America                     Open Credit Card         $18,166
                                 Account

Citi Cards                       Open Credit Card Acct.   $14,787

Community Trust Bank             Unsecured Loan           $10,244

American Express                 Open Credit Card          $1,548

Bright Corp.                     Vendors Debt              $1,473


EAGLE FAMILY: Weak Debt Protection Cues Moody's to Junk Ratings
---------------------------------------------------------------
Moody's Investors Service downgraded the senior subordinated notes
of Eagle Family Foods, Inc. to Caa3 from Caa2 and downgraded its
corporate family rating to Caa1 from B3, with a negative outlook.
The downgrade was based on:

   (1) much weaker-than-expected operating performance;

   (2) the inability of the company to improve its very weak debt
       protection measures over the past year; and

   (3) the increased risk that Eagle will be unable to adequately
       improve its financial flexibility in order to prevent a
       default on its debt securities.

The ratings downgraded:

   * $115 million senior subordinated notes due January 2008 to
     Caa3 from Caa2

   * Corporate family rating to Caa1 from B3

Moody's does not rate $98 million in senior secured bank credit
facilities, or $14 million in other senior subordinated promissory
notes.

Eagle's senior subordinated notes are rated two notches below the
corporate family rating, reflecting their effective subordination
to a significant amount of senior secured debt as well as the
expectation that these securities could incur a moderate loss in a
distress scenario.

The negative outlook reflects uncertainty surrounding Eagle's
ability to materially improve its operating performance to a
degree which will allow it to service its debt and refinance
medium-term debt maturities.  Ratings could come under additional
downward pressure should Eagle's operating performance fail to
materially improve, and/or the probability increases of a debt
restructuring resulting in greater-than-expected loss to
creditors.  Given the recent downgrade, we see no upward rating
pressure on Eagle's ratings at this time.  Longer term, upward
rating pressure would require Eagle to significantly improve its
operating performance, reduce leverage, and refinance its upcoming
debt maturities without a loss of principal for investors.

Headquartered in Gahanna, Ohio, Eagle is a manufacturer and
distributor of canned milk, as well as other niche packaged
consumer food products.  Sales for the 12 months ended
April 1, 2006 were $196 million.


EASY GARDENER: Preferred Stock Delisted from AMEX
-------------------------------------------------
As a result of the sale of Easy Gardener Products, Ltd.'s
principal operating assets to Green Thumb Acquisition Corporation
and the distribution of the proceeds of that sale, including
payments to holders of its 9.40% Cumulative Trust Preferred Stock,
the Company said that it will not appeal the American Stock
Exchange delisting.

The Company disclosed in June that it received notice from AMEX
advising the Company of its failure to satisfy:

   -- Section 1003(c) of the AMEX Company Guide as a result of the
      Company not being considered an operating company for the
      purposes of continued trading and listing on the AMEX due to
      the sale of its principal operating assets and the
      discontinuation of a substantial portion of its business;
      and

   -- Sections 134 and 1101 of the Company Guide as a result of
      the Company's failure to timely file its Form 10-Q for the
      period ended March 31, 2006 with the Securities and Exchange
      Commission.

AMEX maintained the principal listing for the Company's 9.40%
Cumulative Trust Preferred Stock.

Effective June 16,2006, the Company changed its name to EG
Liquidating Company, Ltd.

Headquartered in Waco, Texas, Easy Gardener Products, Ltd.
(Pinksheets: EZGRP) -- http://www.easygardener.com/--  
manufactures and markets a broad range of consumer lawn and garden
products, including weed preventative landscape fabrics,
fertilizer spikes, decorative landscape edging, shade cloth and
root feeders, which are sold under various recognized brand names
including Easy Gardener, Weedblock, Jobe's, Emerald Edge, and
Ross.  The Company and four of its affiliates filed for bankruptcy
on April 19, 2006 (Bankr. D. Del. Case Nos. 06-10393 to 06-10397).
James E. O'Neill, Esq., Laura Davis Jones, Esq., and Sandra G.M.
Selzer, Esq., at Pachulski Stang Ziehl Young Jones & Weintraub LLP
represent the Debtors in their restructuring efforts.  Young
Conaway Stargatt & Taylor, LLP, represents the Official Committee
of Unsecured Creditors.  When the Debtors filed for bankruptcy,
they reported assets amounting to $103,454,000 and debts totaling
$107,516,000.


EL PASO: Moody's Rates Proposed $500 Million Trust Loan at B2
-------------------------------------------------------------
Moody's Investors Service assigned a B2 senior unsecured rating
with a positive outlook to the proposed $500 million Trust
Securities issue by the El Paso Performance-Linked Trust.  The
rating reflects our expectation that the Trust Securities will be
structured so that they will effectively have the same credit
exposure as senior unsecured obligations of El Paso Corporation.

This rating is subject to a satisfactory review of the final
documentation.  An issuance such as this was anticipated in
Moody's upgrading El Paso's senior unsecured ratings to B2 last
month, and the company's rating outlook remains positive.
Likewise, its SGL-3 overall Speculative Grade Liquidity Assessment
rating is not affected, though the reduction in encumbered assets
resulting from this financing does have a positive implication for
its liquidity.

"The senior unsecured rating on this structured financing reflects
the investors ultimately taking on El Paso credit risk," says
Moody's Vice President Mihoko Manabe.  "The financing serves as a
synthetic letter-of-credit facility that enables El Paso to reduce
its secured borrowings and to enjoy the financial flexibility
allowed under its investment-grade indenture."  El Paso has
indicated that this new facility is the first step in an
anticipated restructuring and renewal of its corporate credit
facilities.

The Trust Securities represent a beneficial interest in a special
purpose Delaware trust and are payable solely from the trust
assets.  They have limited recourse to El Paso and are non-
recourse to Deutsche Bank, which acts as arranger and counterparty
on the various aspects of this transaction.

The Trust issues $500 million of Trust Securities and with those
proceeds purchases a $500 million Certificate of Deposit
issued by Deutsche Bank, maturing on the Trust Securities'
maturity date.  The CD cash collateralizes the $500 million
Revolving Credit Facility that Deutsche Bank provides to El Paso.

Interest payments on the Trust Securities are made through the
fixed facility fees that El Paso pays on the Revolving Credit
Facility, which Deutsche Bank passes through to the Trust, and the
interest income on the CD, whose floating rate risk is fixed
through an interest rate swap with Deutsche Bank.

Under normal circumstances, the principal on the Trust Securities
will be repaid with the liquidation of the CD at maturity.
However, if El Paso defaults under the Revolving Credit Facility,
an Assignment Event occurs, at which time this financing structure
collapses.  The CD and interest rate swap with the Trust mature at
par plus accrued interest, and the Revolving Credit Facility is
terminated.  The Trust is required to pay Deutsche Bank an amount
equal to the outstanding Revolving Credit Facility exposure from
the CD proceeds, and Deutsche Bank assigns its Revolving Credit
Facility claims to the Trust Securityholders, who then become
direct unsecured creditors of El Paso.

The Revolving Credit Facility behind the Trust Securities is
intended to be used primarily for issuing letters of credit,
though it can also be used for cash advances.  El Paso expects to
have this Facility fully utilized. El Paso currently has over
$1 billion of letters of credit outstanding, which is expected to
decline over time as its legacy production hedges expire and
trading book winds down.  The rest of its letters of credit needs
will be issued through its core revolver.

The Revolving Credit Facility will impose fewer covenants than El
Paso's current and proposed core credit facilities and will be
consistent with the provisions of El Paso's existing senior
unsecured indenture, which contains no financial covenants and few
negative covenants.

Headquartered in Houston, Texas, El Paso Corporation is a
diversified natural gas company.

Assignment:

Issuer: El Paso Performance-Linked Trust

   * Senior Unsecured Regular Bond, Assigned B2


ENDURANCE BUSINESS: S&P Assigns CCC+ Rating to $60 Million Loan
---------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'B' bank loan
rating and its recovery rating of '2' to Endurance Business Media
Inc.'s (B/Negative/--) $140 million first-lien credit facility,
indicating expectation of a substantial (80%-100%) recovery of
principal in the event of a payment default.  The facility
consists of a $20 million revolving credit facility due 2012 and a
$120 million term loan due 2013.

Standard & Poor's also assigned a 'CCC+' bank loan rating and a
'5' recovery rating to the company's $60 million second-lien term
loan due 2014, indicating expectation of negligible (0%-25%)
recovery of principal in the event of a payment default.

At the same time, the rating agency revised the outlook to
negative from stable, while affirming the 'B' corporate credit
rating.

"The ratings on Endurance reflect its niche position in the
competitive and cyclical real estate classified advertising
market, its narrow product range and small earning base, its high
financial leverage, and the risks arising from the migration of
classified real estate advertising to the Internet," said Standard
& Poor's credit analyst Hal F. Diamond.

"These negative factors are minimally offset by Endurance's
established position in magazine-based real estate classified
advertising and its moderately diverse customer and readership
base."

Endurance is a U.S. publisher of targeted real estate classified
advertising magazines.


ENTERGY NEW ORLEANS: Hires Taggart Morton as Special Counsel
------------------------------------------------------------
The U.S. Bankruptcy Court for the Eastern District of Louisiana
allowed Entergy New Orleans, Inc., to employ BMC Groups, Inc., as
its claims reconciliation agent.

As reported in the Troubled Company Reporter on June 21, 2006, BMC
is expected to:

   (1) prepare and serve required notices in the Debtor's Chapter
       11 case, including notices of claims bar date and
       objection to claims, notices of hearings on a disclosure
       statement and confirmation of a plan of reorganization and
       other miscellaneous notices as the Debtor or the Court may
       deem appropriate and necessary;

   (2) assist with the publication of required notices;

   (3) prepare for filing with the Bankruptcy Clerk's office an
       affidavit of service that includes a copy of the notice
       served, an alphabetical list of persons on which the
       notice was served and the date and manner of service;

   (4) provide balloting and solicitation services, including
       producing personalized ballots and tabulating creditor
       ballots and other claims processing, noticing, balloting
       and administrative services required by the Debtor; and

   (5) assist the Debtor in:

         -- maintaining the master list of creditors;

         -- gathering data in conjunction with the preparation of
            the Debtor's schedule of assets and liabilities and
            statements of financial affairs;

         -- tracking and administration of claims; and

         -- performing other administrative tasks related to the
            Debtor's Chapter 11 case.

ENOI will pay BMC's standard prices for its services, expenses and
supplies.  The BMC professionals' standard rates were:

      Professional                 Hourly Rate
      ------------                 -----------
      Seniors and Principals       $205 - $300
      Consultants                  $110 - $195
      Case Support                  $65 - $110
      Call Center and Data Entry       $45

Tinamarie Fiel, vice president of BMC Group, assured the Court
that the firm does not represent any interest adverse to the
Debtor and its estate.

                     About Entergy New Orleans

Headquartered in Baton Rouge, Louisiana, Entergy New Orleans Inc.
-- http://www.entergy-neworleans.com/-- is a wholly owned
subsidiary of Entergy Corporation.  Entergy New Orleans provides
electric and natural gas service to approximately 190,000 electric
and 147,000 gas customers within the city of New Orleans.  Entergy
New Orleans is the smallest of Entergy Corporation's five utility
companies and represents about 7% of the consolidated revenues and
3% of its consolidated earnings in 2004.  Neither Entergy
Corporation nor any of Entergy's other utility and non-utility
subsidiaries were included in Entergy New Orleans' bankruptcy
filing.  Entergy New Orleans filed for chapter 11 protection on
Sept. 23, 2005 (Bankr. E.D. La. Case No. 05-17697).  Elizabeth J.
Futrell, Esq., and R. Partick Vance, Esq., at Jones, Walker,
Waechter, Poitevent, Carrere & Denegre, L.L.P., represent the
Debtor in its restructuring efforts.  When the Debtor filed for
protection from its creditors, it listed total assets of
$703,197,000 and total debts of $610,421,000.  (Entergy New
Orleans Bankruptcy News, Issue No. 19; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


FALCONBRIDGE LTD: Xstrata Raises Purchase Offer to $16.2 Billion
----------------------------------------------------------------
Xstrata plc, through its wholly-owned subsidiary Xstrata Canada
Inc., increased its fully underwritten all-cash offer to acquire
all of the outstanding common shares of Falconbridge Limited not
already owned by the Xstrata group from CDN$52.50 to CDN$59 in
cash per Falconbridge share, or a total consideration of CDN$18.1
billion (US$16.2 billion).  The expiry time for the increased
Xstrata offer is on July 21, 2006, at midnight (Vancouver time).

The increased Xstrata offer values the total common share capital
of Falconbridge at CDN$22.5 billion (approximately US$20 billion).
Xstrata mailed a formal notice of variation to all Falconbridge
shareholders.

Xstrata's revised offer price represents a premium of 9.6% over
the value of the revised offer made by Inco in its competing bid
for Falconbridge of CDN$53.83, based upon the June 23, 2006,
closing price on the Toronto Stock Exchange of Inco shares, being
the trading day before the revised Inco offer was announced and
assuming full pro-ration of the share and cash consideration in
accordance with the terms of Inco's offer.

"Our increased offer price for Falconbridge underlines our belief
that the combination of Xstrata and Falconbridge represents an
excellent opportunity to create an outstanding global mining
company, ideally positioned to create further value for all
stakeholders through active involvement in the ongoing
consolidation of our industry," Mick Davis, Xstrata Chief
Executive, said.  "We believe that the transaction will be
substantially earnings per share and cash flow per share accretive
from the first full year of consolidation and the combined group
will benefit from enhanced critical mass, leading market positions
in major commodities, a range of growth opportunities, best in
class diversification of earnings and a robust financial position
from which to pursue further organic and acquisition-led growth.

"Xstrata's increased all-cash offer of CDN$59 per share presents
all Falconbridge shareholders with a guaranteed full cash premium
for their shares.  It is certain, open to every shareholder and
easy to evaluate, and we are confident its remaining conditions
will be fulfilled shortly.  Set against the continuing significant
market and commodity risk inherent in the Inco offer, particularly
given Inco's significantly higher leverage post transaction, and
the continued uncertainty around the completion of the Phelps
Dodge offer for Inco, the Xstrata offer represents compelling cash
value for Falconbridge shareholders and we urge Falconbridge
shareholders to tender their shares to Xstrata's superior offer."

Xstrata varied the minimum tender condition of its offer to delete
the part of the condition that requires acceptances from at least
66-2/3% of the outstanding Falconbridge common shares including
the common shares held by Xstrata and its affiliates.  In keeping
with its consistently stated interest in acquiring 100% of
Falconbridge, Xstrata's offer, as amended, is subject to the
minimum tender condition that at the expiry time Xstrata shall
have received acceptances from at least a majority of the
Falconbridge common shares then outstanding, the votes attached to
which would be included in the minority approval of a second step
business combination or going private transaction (or a majority
of the 80.2% of the outstanding Falconbridge shares that Xstrata
does not already own).  Consistent with the recent ruling of the
Ontario Securities Commission and the fact that the Falconbridge
Shareholder Rights Plan still remains in place, Xstrata is only
able to take up shares tendered to its offer from the earlier of
July 28, 2006, or the date on which a majority of the 80.2% of
Falconbridge shares Xstrata does not already own is tendered to
its offer and provided Xstrata has received Investment Canada Act
approval by then.

Xstrata currently owns 19.8% of Falconbridge's issued common share
capital, acquired at a price of CDN$28 per share in August and
September 2005.  If Xstrata's offer for Falconbridge is
successful, this will bring the weighted average price paid per
Falconbridge share to CDN$53.01 or a total of CDN$20.2 billion
(US$17.9 billion).

                        Anti-Trust Review

Xstrata announced on 14 and 15 June 2006 respectively, that anti-
trust authorities in the United States and Canada had confirmed
that Xstrata's offer for Falconbridge presented no competition
concerns and that Xstrata is free to proceed without further anti-
trust review in those jurisdictions.  The proposed acquisition was
overwhelmingly approved by Xstrata's shareholders at an
extraordinary general meeting held on 30 June 2006.

Other than as set out above, all of the terms and conditions of
Xstrata's offer for Falconbridge described in its offer and
offering circular dated 18 May 2006, as amended on 7 July 2006,
remain unchanged.

                      Acquisition Financing

Xstrata will finance its increased offer through committed
financing of US$18 billion, which is currently undrawn, and cash
on hand.  Xstrata remains committed, following the successful
completion of its acquisition of Falconbridge, to undertake one or
more equity capital raisings to refinance a portion of the debt
facilities entered into in connection with the proposed
acquisition of Falconbridge. Deutsche Bank AG and J.P. Morgan
Securities Ltd. have irrevocably undertaken to underwrite any
future equity offering to raise funds to repay any amounts
outstanding under a US$7 billion subordinated debt facility
agreement.  Xstrata also remains committed to maintaining an
investment grade credit rating.

Consistent with Xstrata's previous offer for Falconbridge, the
timing and terms of any such equity offering or offerings will be
based on an assessment of the combined group's capital structure
following the successful completion of the acquisition.  The
directors of Xstrata remain confident that any rights issue will
be fully supported by Credit Suisse and Glencore International,
Xstrata's two largest shareholders with a combined shareholding of
approximately 35.9% of Xstrata's issued ordinary share capital.

Falconbridge shareholders wishing to withdraw their shares from
the Inco offer should immediately contact their broker or other
financial intermediary and instruct such intermediary to withdraw
their Falconbridge common shares.  For assistance in withdrawing
shares from the Inco offer, or for questions or requests for
copies of documents, Falconbridge shareholders should contact
Kingsdale Shareholder Services Inc. at 1-866-639-7993.  Banks and
brokers should call at 416-867-2272.

                        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 Xstrata

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

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

                     About Falconbridge

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

                        *    *    *

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


FEDERAL METALS: Case Summary & 19 Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Federal Metals, Inc.
        P.O. Box 40
        Catawba, North Carolina 28609-0040

Bankruptcy Case No.: 06-50569

Type of Business: The Debtor manufactures and repairs recycling
                  equipment.

Chapter 11 Petition Date: July 10, 2006

Court: Western District of North Carolina (Wilkesboro)

Judge: J. Craig Whitley

Debtor's Counsel: James H. Henderson, Esq.
                  James H. Henderson, P.C.
                  1201 Harding Place
                  Charlotte, North Carolina 28204-2248
                  Tel: (704) 333-3444
                  Fax: (704) 333-5003

Total Assets:   $276,400

Total Debts:  $1,488,978

Debtor's 19 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Internal Revenue Service         Withholding Tax         $165,030
320 Federal Place Room 335
Greensboro, NC 27401

Bayou Concession Scrap Inc.      Disassembly Contract    $100,000
11266 Highway 23
Belle Chasse, LA 70037

Center Capital Corporation       Judgment 12/5/2005       $47,379
4 Farm Springs Road
Farmington, CT 06032

Eastern Metal Supply             Supplies                 $42,874
2925 Stewart Creek Boulevard
Charlotte, NC 28216

Platinum Plus                    Credit Cards             $29,921
P.O. Box 15469
Wilmington, DE 19886-5469

FirstLease Inc.                  Deficiency on Leased     $26,944
                                 Equipment

Desco                            Open Account             $22,706

ProLogis North Carolina LP       Judgment                 $20,216

Amy Dusenbury Trust Fund         Loan                     $17,500

Edward Reuteler                  Expenses                 $17,000

Benco Steel Inc.                 Promissory Note          $13,371

Catawba County Tax Collector     Ad Valorem Taxes         $10,700

Larikus Rental Corral            Equipment Rental         $10,384

Lisa Patterson                   Open Account             $10,354

Employment Security              Quarterly Taxes and       $9,898
Commission of North Carolina     Penalties

NC Department of Revenue         Withholding Tax           $8,200

All-State Inc.                   Supplies                  $6,472

City-County Tax Collector        Property Tax              $6,360

Gibson Industrial Services       Supplies                  $6,765

                                 Real Estate               $6,765


FERRO CORP: Amends $100 Million Asset Securitization Program
------------------------------------------------------------
Ferro Corporation and its subsidiaries, Ferro Electronic Materials
Inc. and Ferro Finance Corporation amended their $100 million
asset securitization program on June 29, 2006.

The amendment relates to the Company's Purchase and Contribution
Agreement, dated June 30, 2000, and the Amended and Restated
Receivables Purchase Agreement , with CAFCO, LLC, Citicorp North
America, Inc., and Citibank, N.A.

The amendments will extend the outside termination date from June
5, 2007 to June 2, 2009 and cure the default under the current
asset securitization program.

Specifically, the amendments were entered into in order to:

(1) Confirm that Citibank, N.A. will purchase receivables
    during the period to and including June 2, 2009  in the
    event that CAFCO, LLC no longer desires to purchase such
    receivables;

(2) Modify events of default to closely match those set forth
    in the Company's new Credit Agreement dated June 6, 2006;

(3) Delete the existing default and termination right caused
    by the downgrading of the Company's debt rating by
    Moody's and Standard and Poor's; and

(4) Modify pricing based on the Company's public debt
    ratings.

A full-text copy of the Company's Purchase and Contribution
Agreement dated June 30, 2000 and Amended and Restated Receivables
Purchase Agreement is available for free at:

                http://researcharchives.com/t/s?d91

Ferro Corp. -- http://www.ferro.com/-- is an international
producer of performance materials for industry, including coatings
and performance chemicals.  The Company has operations in 20
countries and reported.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to B1 from Ba1 due to continuing delays in
the issuance of audited financial statements.

Moody's then withdrew Ferro's ratings following the downgrade,
saying it could reassign ratings to Ferro's notes and bonds once
it has received audited financials for 2004 and 2005.  Ferro has
$355 million of senior unsecured notes and debentures outstanding,
with maturities between 2009 and 2028.


FERRO CORP: Pays $25 Million 7.375% J.P. Morgan Debentures
----------------------------------------------------------
By a letter dated June 29, 2006, J.P. Morgan Trust Company,
trustee for certain of Ferro Corp.'s notes and debentures,
accelerated the payment of the Company's 7.375% Debentures due
November 1, 2015, with a principal amount of $25 million.

On July 3, 2006, the Company repaid the Debentures in full at a
cost of $25,322,656.25.  The Company has drawn on the term loans
in its credit facility to meet the accelerated payment
requirements.

Ferro Corp. -- http://www.ferro.com/-- is an international
producer of performance materials for industry, including coatings
and performance chemicals.  The Company has operations in 20
countries and reported.

                          *     *     *

As reported in the Troubled Company Reporter on Mar. 22, 2006,
Moody's Investors Service downgraded the senior unsecured ratings
of Ferro Corporation to B1 from Ba1 due to continuing delays in
the issuance of audited financial statements.

Moody's then withdrew Ferro's ratings following the downgrade,
saying it could reassign ratings to Ferro's notes and bonds once
it has received audited financials for 2004 and 2005.  Ferro has
$355 million of senior unsecured notes and debentures outstanding,
with maturities between 2009 and 2028.


FIRECRAFT N.Y.: Case Summary & 19 Largest Unsecured Creditors
-----------------------------------------------------------
Debtor: Firecraft of New York, Inc.
        51 North Prospect Avenue
        Lynbrook, New York 11563

Bankruptcy Case No.: 06-71553

Chapter 11 Petition Date: July 6, 2006

Court: Eastern District of New York (Central Islip)

Judge: Dorothy Eisenberg

Debtor's Counsel: Roy J. Lester, Esq.
                  Lester & Weitz, P.C.
                  600 Old Country Road, Suite 229
                  Garden City, New York 11530
                  Tel: (516) 357-9191
                  Fax: (516) 357-9281

Total Assets:   $599,520

Total Debts:  $2,338,578

Debtor's 19 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
NYS-Banker Section                Sales and            $1,603,570
P.O. Box 5300                     Withholding Taxes
Albany, NY 12225

Siemens                           Services               $321,715
Jim McCutcheon
8 Fernwood Road
Florham Park, NJ 07932

IRS                               Taxes                  $275,000
P.O. Box 21126
Philadelphia, PA 19114

Joint Industry Board              Services                $52,000
150-11 Harry Van
Arsdale Jr. Avenue
Fresh Meadows, NY 11365

NYS Unemployment                  Taxes                   $40,000
P.O. Box 5300
Albany, NY 12225

Gettry Marcus Stern               Undersecured            $16,750
                                  Judgment

Allstate                          Insurance               $11,858

Instrument & Control System       Services                 $5,539

ADI                               Services                 $5,056

Sprint                            Services                 $4,147

Skytel                            Services                   $684

NYC Department of Finance         Taxes                      $647

Verizon                           Phone Services             $629

Allied Waste Services             Services                   $382

Poland Spring                     Services                   $292

Absolut Best Service Inc.         Telephone Service          $228

UPS                               Services                    $82

National Broadcasting Co.         Possible Lawsuit        Unknown

The State Insurance Fund          Insurance               Unknown


FIRST BANCORP: Board Declares Payment of Preferred Dividends
------------------------------------------------------------
The Board of Directors of First BanCorp declared the next payment
of dividends on First BanCorp's Series A through E Preferred
shares upon receiving regulatory approval.

The estimated corresponding amounts, record dates and payment
dates for the Series A through E Preferred Shares are:

     Series    $Per/share    Record Date       Payment Date
     ------    ----------    -----------       ------------
       A       0.1484375     July 29, 2006     July 31, 2006
       B       0.17395833    July 15, 2006     July 31, 2006
       C       0.1541666     July 15, 2006     July 31, 2006
       D       0.15104166    July 15, 2006     July 31, 2006
       E       0.14583333    July 15, 2006     July 31, 2006

The regulatory approvals were obtained as a part of First
BanCorp's agreement with the Board of Governors of the Federal
Reserve System, the Federal Deposit Insurance Corporation and the
Office of the Commissioner of Financial Institutions of the
Commonwealth of Puerto Rico.

                       About First BanCorp

First BanCorp (NYSE: FBP) is the parent corporation of FirstBank
Puerto Rico, a state chartered commercial bank with operations in
Puerto Rico, the Virgin Islands and Florida; of FirstBank
Insurance Agency; and of Ponce General Corporation.  First
BanCorp, FirstBank Puerto Rico and FirstBank Florida, formerly
UniBank, the thrift subsidiary of Ponce General, all operate
within U.S. banking laws and regulations.

                          *     *     *

As reported in the Troubled Company Reporter on March 22, 2006,
Fitch Ratings affirmed the ratings and Outlook for First Bancorp
and FirstBank Puerto Rico: long-term Issuer Default Rating
'BB'/short-term 'B'.  The Rating Outlook remains Negative.


FOSS MANUFACTURING: Hires Verdolino & Lowey as Accountants
----------------------------------------------------------
The U.S. Bankruptcy Court for the District of New Hampshire
allowed Patrick J. O'Malley, the chapter 11 Trustee of Foss
Manufacturing Company, Inc., 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, disclosed 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 assured 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.


G+G RETAIL: Wants Until Oct. 23 to Remove State Court Actions
-------------------------------------------------------------
G+G Retail Inc. asks the U.S. Bankruptcy Court for the Southern
District of New York to extend the period within which it can
remove state court actions to the U.S. District Court for the
Southern District of New York to October 23, 2006.

Sandra G.M. Selzer, Esq., at Pachulski Stang Ziehl Young Jones &
Wientraub LLP, in Manhattan, reminds the Court that since the
Debtor filed for bankruptcy, the Debtor focused its efforts on
obtaining Court approval for the sale of substantially all of its
assets, addressing issues attendant to the sale, and working with
key constituencies on issues relating to the case.  Early this
year, Max Rave, and Guggenheim Corporate Funding LLC, won
the auction of substantially all of the Debtor's assets for
$35 million.

More recently, Ms. Selzer tells the Court, the Debtor has focused
on rejection, assumption and assignment of unexpired real property
leases and executory contracts designated by MaxRave and the
preparation of a draft plan of reorganization and accompanying
draft disclosure statement that has been circulated to the
Committee.  Accordingly, the Debtor has not had an opportunity to
thoroughly review prepetition actions that may need to be removed
from other jurisdictions.

Ms. Selzer contends that the extension will afford the Debtor the
opportunity necessary to make fully informed decisions concerning
removal of each prepetition action and will assure that the Debtor
does not forfeit valuable rights under Section 1452 of the
Bankruptcy Code.

Headquartered in New York, New York, G+G Retail Inc. retails
ladies wear and operates 566 stores in the United States and
Puerto Rico under the names Rave, Rave Girl and G+G.  The Debtor
filed for Chapter 11 protection on Jan. 25, 2006 (Bankr.
S.D.N.Y. Case No. 06-10152).  William P. Weintraub, Esq., Laura
Davis Jones, Esq., David M. Bertenthal, Esq., and Curtis A.
Hehn, Esq., at Pachulski, Stang, Ziehl, Young & Jones P.C.
represent the Debtor in its restructuring efforts.  Scott L.
Hazan, Esq.. at Otterbourg, Steindler, Houston & Rosen, P.C.,
represents the Official Committee of Unsecured Creditors.  When
the Debtor filed for protection from its creditors, it estimated
assets of more than $100 million and debts between $10 million to
$50 million.


GENEVA STEEL: Ch. 11 Trustee Hires PwC and Funk as Experts
----------------------------------------------------------
The Honorable Glen E. Clark of the U.S. Bankruptcy Court for the
District of Utah, Central Division, authorized James T. Markus,
the chapter 11 Trustee for Geneva Steel LLC, to employ
PricewaterhouseCoopers, LLP, and Alan V. Funk, P.C., as accounting
professionals and expert witnesses.

The Trustee will employ and retain PwC and Funk pursuant to
sections 327 and 328 of the Bankruptcy Code and Rule 2014 of the
Federal Rules of Bankruptcy Procedure.

PwC and Funk are expected to:

      a) prepare accountings, analyses, reports, or opinions
         including but not limited to insolvency, claim validity,
         valuation, and damage issues;

      b) prepare expert opinions and reports in accordance with
         Fed. R. Civ. P. 26; and

      c) assist the Trustee, at his request, in connection with
         the liquidation of assets of the estate and the
         administration of the estates.

The primary accountants from PwC and Funk that will perform
services for the Trustee include Gil Miller, Lawrence Ranallo and
Alan V. Funk.  Mr. Funk is an independent accountant who will work
in conjunction with PwC on this matter.  Other accountants and
assistants at PwC will be used, if and when necessary.

The hourly rates for PwC accountants currently range between $275
and $425 for partners and directors and between $125 and $225 for
other professionals.  Mr. Funk's hourly rate is $275.

To the best of the Trustee's knowledge, both PwC and Funk are
"disinterested persons" as that term is defined in section 328 and
do not represent or hold an interest adverse to the interests of
the estate.

Headquartered in Provo, Utah, Geneva Steel LLC owns and operates
an integrated steel mill.  The Company filed for chapter 11
protection on January 25, 2002 (Bankr. Utah Case No. 02-21455).
Andrew A. Kress, Esq., Keith R. Murphy, Esq., and Stephen E.
Garcia, Esq., at Kaye Scholer LLP, represent the Debtor in its
chapter 11 proceeding.  James T. Markus was appointed as the
chapter 11 Trustee for the Debtor's estate on June 22, 2005.
John F. Young, Esq., at Block Markus & Williams, LLC represents
the chapter 11 Trustee.  Dianna M. Gibson, Esq., and J. Thomas
Beckett, Esq., at Parsons Behle & Latimer, represent the Official
Committee of Unsecured Creditors.  When the Company filed for
protection from its creditors, it listed $262 million in total
assets and $192 million in total debts.


GLIMCHER REALTY: S&P Affirms BB Corporate Credit & Stock Ratings
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'BB' corporate
credit and 'B' preferred stock ratings on Glimcher Realty Trust.
The affirmations affect $210 million in outstanding rated
preferred stock.  The outlook is stable.

"The ratings are supported by a mall portfolio that generates
stable, predictable cash flow from a diverse and creditworthy
tenant base," said credit analyst Beth Campbell.

"Glimcher's successful implementation of a recently announced
asset-recycling plan could bolster the asset quality and
competitive position of the REIT's comparatively smaller,
concentrated, and non-uniform mall portfolio.  Offsetting concerns
include the potential that earnings dilution could stress fixed-
charge coverage measures that are relatively low (but historically
stable), as well as risks associated with the pursuit of ground-up
development."

Modest, steady growth in mall operating income supports low but
fairly stable debt service coverage measures.  The competitive
position of the company's mall portfolio is expected to improve
following the sale of some weaker assets.  However, management has
yet to successfully implement this capital-recycling plan, thus
limiting upward outlook momentum at this time.  Should results
deviate from those that are expected and debt service coverage
measures deteriorate, the rating could be pressured.


GLOBAL IMAGING: Moody's Withdraws Ratings after Notes Conversion
----------------------------------------------------------------
Moody's Investors Service has withdrawn the ratings of Global
Imaging Systems, Inc.  The withdrawal reflects the conversion of
all outstanding convertible senior subordinated notes into common
stock and the termination of the rated credit facility.

These ratings have been withdrawn:

   * $70 million senior secured revolver due 2009, rated Ba2

   * $205 million senior secured term loan due 2010, rated Ba2

   * $57.5 million convertible senior subordinated notes
     due 2008, rated Ba3

   * Corporate family rating, rated Ba2

Global Imaging Systems, Inc. based in Tampa, Florida, is a leading
provider of complete office technology solutions to middle market
businesses.  Revenues for the year ending
March 31, 2006 were approximately $1 billion.


GORDIAN RUNOFF: Chapter 15 Petition Summary
-------------------------------------------
Petitioner: Ian Clark
            London, England

Debtor: Gordian RunOff (UK) Ltd.
        fka GIO (UK) Ltd.
        c/o Mr. Andrew Godwin, Scheme Manager
        One Great Tower Street
        London, England

            -- or --

        Gordian RunOff (UK) Ltd.
        fka GIO (UK) Ltd.
        c/o Cobalt Solutions,
        1st Floor, 3 America Square,
        London, EC3N 2LR
        Tel: +44 207 8185366
        Fax: +44 207 8185399

Case No.: 06-11563

Type of Business: The debtor is an underwriter and reinsurance
                  company.  See http://www.gordianuk.co.uk/

Chapter 15 Petition Date: July 11, 2006

Court: Southern District of New York (Manhattan)

Judge: Robert D. Drain

Petitioner's Counsel: Selinda A. Melnik, Esq.
                      Edwards Angell Palmer & Dodge LLP
                      919 North Market Street, Suite 1500
                      Wilmington, Delaware 19801
                      Tel: (302) 425-7103
                      Fax: (302) 777 7263

Estimated Assets: $10 Million to $50 Million

Estimated Debts:  $10 Million to $50 Million


GREAT COMMISSION: Panel Wants Parente Randolph as Fin'l Advisor
---------------------------------------------------------------
The Official Committee of Unsecured Creditors appointed in the
chapter 11 case of The Great Commission Care Communities, Inc.,
dba The Woods at Cedar Run, wants to hire Parente Randolph, LLC,
as accountant and financial advisor, nunc pro tunc to
June 7, 2006.

The Committee selected Parente due to Parente's experience in
forensic accounting, bankruptcy, financial advisory services, tax
and valuation services.

Parente will:

   (a) assist and advise the Committee in the analysis of the
       Debtor's current financial position;

   (b) assist and advise the Committee in its analysis of the
       Debtor's business plans, cash flow projections,
       restructuring programs, selling, general, and
       administrative structure and other reports or analyses
       prepared by the Debtor or its professionals, in order to
       assist the Committee in its assessment of the Debtor's
       business viability, the reasonableness of projections and
       underlying assumptions, and the impact of market conditions
       on the forecasted results of the Debtor;

   (c) assist and advise the Committee in its analysis of proposed
       transactions for which the Debtor seeks Court approval
       including, but not limited to, DIP financing or use of cash
       collateral, assumption/rejection of leases and other
       executory contracts, management compensation and retention
       and severance plans;

   (d) assist and advise the Committee in its analysis of the
       Debtor's internally prepared financial statements and
       related documentation, in order to evaluate the Debtor's
       performance as compared to the projected results;

   (e) attend and advise at meetings with the Committee and its
       counsel, the Debtor's representatives, and other parties;

   (f) assist and advise the Committee and its counsel in the
       development, evaluation, and documentation of any plan(s)
       of reorganization or strategic transaction(s), including
       developing, structuring and negotiating the terms and
       conditions of potential plan(s) or strategic transaction(s)
       including the value of consideration that is to be
       provided;

   (g) assist and render expert testimony on behalf of the
       Committee;

   (h) assist and advise the Committee in its analysis of the
       Debtor's hypothetical liquidation and analysis under
       various scenarios; and

   (i) assist and advise the Committee in other services,
       including but not limited to, other bankruptcy,
       reorganization and related litigation support efforts, tax
       services, valuation assistance, corporate finance/M&A
       advice, compensation and benefits consulting, or other
       specialized services as may be requested by the Committee.

Howard S. Cohen, CPA, a principal at the firm, discloses that his
firm's professionals charge:

         Designation                        Hourly Rate
         -----------                        -----------
         Principals/Directors               $300 to $415
         Managers/Senior Associates         $175 to $315
         Staff                              $100 to $175
         Paraprofessional                   $ 80 to $100

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

Headquartered in Camp Hill, Pennsylvania, The Great Commission
Care Communities, Inc., dba The Woods at Cedar Run --
http://www.woodsatcedarrun.com/-- is a non-profit retirement
community providing independent housing and assisted living
services.  The company filed for chapter 11 protection on May 10,
2006 (Bankr. M.D. Penn. Case No. 06-00914).  Robert E. Chernicoff,
Esq., at Cunningham and Chernicoff, P.C., represents the Debtor.
When the Debtor filed for protection from its creditors, it
estimated assets between $1 million and $10 million and debts
between $10 million and $50 million.


GRUPPO COVARRA: Court's Injunction Stays Facis S.p.A.'s Lawsuit
---------------------------------------------------------------
The Honorable Burton R. Lifland of the U.S. Bankruptcy Court for
the Southern District of New York enjoins creditors of Gruppo
Covarra S.A. de C.V. and its debtor-affiliates from asserting any
action against the Debtors' assets.

Judge Lifland rules that the Fourth District Court in the State of
Morelos, Mexico will have exclusive jurisdiction to hear and
determine any suit, action, claim or proceeding, and to settle all
disputes which may arise out of the administration of the Debtors'
Mexican insolvency proceeding.

Lic. Miguel Arroyo Ramirez, the liquidator appointed in the
Debtors' Mexican insolvency proceedings sought the injunction to
specifically prohibit Facis S.p.A. from commencing or continuing
any action or proceeding against the Debtors' estates, or
otherwise disrupting the Debtors' insolvency case pending in
Mexico.

Covarra is currently named as a defendant in an action commenced
by Facis S.p.A. in the United States District Court for the
Southern District of New York as well as a respondent in an
International Chamber of Commerce Arbitration proceeding commenced
by Facis in New York.  Facis initiated both actions and wants:

     (i) a finding that Covarra breached a license agreement with
         Gruppo Finanzario Tessile S.p.A. -- to which Facis claims
         to be GFT's successor-in-interest - during the pendency
         of Covarra's insolvency proceedings in Mexico;

    (ii) a declaration that Facis validly terminated the License
         Agreement in 2004 while Covarra's insolvency proceedings
         were pending; and

   (iii) a finding that the Liquidator's sale of products
         containing the licensed trademarks during Covarra's
         liquidation constitutes trademark infringement.

Section 304 of the U.S. Bankruptcy Code was specifically designed
to assist foreign representatives in the performance of its
duties.  It provides that a U.S. bankruptcy court, upon the filing
of a petition by a foreign representative, may enjoin the
commencement or continuation of any action against the debtor in a
foreign proceeding or its property, and may order the turnover of
the foreign debtor's property to a foreign representative.

                      About Gruppo Covarra

Headquartered in Morelos, Mexico, Gruppo Covarra S.A. de C.V.
designs, manufactures, sells, distributes, imports and exports
men's clothing.  Gruppo Covarra has four subsidiaries, namely,
Fabrica de Casimires Rivetex S.A. de C.V., Confitalia, S.A. de
C.V., Foderami Covarra S.A. de C.V., and Adoc S.A. de C.V.
Rivetex produced fabric, Foderami produced lining material,
Confitalia manufactured the products, and Adoc provided
administrative services.  Covarra and its debtor-affiliates filed
a petition for relief under the Mexican Insolvency Act on Dec. 26,
2001, after an unsuccessful attempt to restructure its debt
obligations.  As of Dec. 26, 2001, the Debtors estimated total
assets of more than $10 million with 1,000 registered creditors
holding $42 million of claims.

On March 23, 2004, the Federal District Court for the Fourth
District of Morelos, Mexico, converted Covarra's case to a
liquidation proceeding.  Following this conversion, the Federal
Insolvency Institute appointed Lic. Miguel Arroyo Ramirez as
Covarra's liquidator, which was later ratified by the Mexican
Federal District Court.

Mr. Ramirez, in his capacity as the Debtors' liquidator, filed a
Sec. 304 petition on May 27, 2005 (Bankr. S.D.N.Y. Case No. 05-
13925).  Lynn P. Harrison, III, Esq., at Curtis, Mallet-Prevost,
Colt & Mosle, LLP, represents Mr. Ramirez.  As of the Sec. 304
petition date, the Debtors estimated between $10 million to
$50 million in total assets and debts.


HANDMAKER JEWISH: Will Pay Unsec. Creditors in 3 Years Under Plan
-----------------------------------------------------------------
Handmaker Jewish Services for the Aging filed its Second Amended
Plan of Reorganization and accompanying Second Amended Disclosure
Statement with the U.S. Bankruptcy Court for the District of
Arizona.

As of the effective date of the Plan -- 30 days after the Court
confirms the Debtor's Plan -- the Debtor will have paid or will
pay all allowed administrative priority claims, in full, unless
other payment arrangements have been made.

Handmaker will pay its secured creditors according to new
agreements for payment reached with those creditors, or as the
Court otherwise orders.  Once it emerges, Handmaker will repay its
unsecured creditors with a dividend of approximately 10% on the
Effective Date and for three years later, by making distributions
of adjusted net revenues earned by Handmaker.

To make the payments required by the Plan and to supplement
Handmaker's net operating income, monies will be raised from
contributions by benefactors to fund the Plan's initial payments.

Based on a $13.7-million valuation for a facility owned by
Handmaker and assuming an annual debt service requirement of
approximately $1 million, Handmaker has received commitments for
charitable contributions of around $2.3 million to $2.4 million.
These contributions represent specific commitments that have been
made to assist Handmaker in the funding of its Plan of
Reorganization.  It is anticipated that these general
contributions should continue in the future based upon historic
giving.

As far as the specific contributions for the reorganization, it is
anticipated that $800,000 of contributions will have been received
not later than the Effective Date of the Plan.  These monies will
enable Handmaker to make payments required on the Effective Date.
This $800,000 is within the $2.3 million to $2.4 million in
contributions that are projected to be received on the Effective
Date and the three years following Effective Date.  Handmaker will
present evidence at the time of the hearing on confirmation
establishing that the contributions are more than likely to be
timely made than not.

Based on projected adjusted net revenue, unsecured creditors
should be repaid approximately $1.8 million, which is in excess of
what would be received in a liquidation.  In addition, the Debtor
will assume all necessary executory contracts for the continued
operation of the multiple residence-retirement community complex.

Unless a Section 1111(b) election is made, the Bondholder secured
debt will be limited to the value of the collateral as determined
by the Bankruptcy Court.  On April 17, 2006, the Bankruptcy Court
entered its Order determining the value of the Debtor's Property
at $13.7 million.

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

  http://www.ResearchArchives.com/bin/download?id=060711044551

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


HARVEST ENERGY: S&P Affirms Low-B Ratings With Stable Outlook
-------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B+' long-term
corporate credit rating on Harvest Energy Trust and its 'B-'
senior unsecured debt rating on Harvest Operations Corp., a
wholly owned subsidiary of Calgary, Alta.-based Harvest Energy,
and removed the ratings from CreditWatch with positive
implications, where they were placed Nov. 29, 2005, following the
announcement that Viking Energy Royalty Trust and Harvest Energy
agreed to merge.  The outlook is stable.

"Although the merger with Viking Energy increased the size of the
company's proved reserve base, provided increased internal reserve
replacement opportunities, and strengthened the overall credit
profile of the trust, Harvest's short reserve life and high debt
per net proved barrels of oil equivalent remain commensurate with
the 'B+' rating," said Standard & Poor's credit analyst Jamie
Koutsoukis.

"Furthermore, the high probability of further acquisitions in a
high price environment could place further strain on the company's
financial flexibility, particularly if fully debt financed," Ms.
Koutsoukis added.

The stable outlook reflects that Harvest Energy's existing credit
profile is strong for the current rating category and will remain
relatively unchanged in the near term.  There is room within the
rating for Harvest Energy to complete an acquisition, if the
financing of future acquisitions has a neutral effect on the
company's existing financial risk profile.

An outlook revision to positive, or an upgrade, would be
contingent on a material improvement in the business risk profile,
through an increased reserve life index and lower full cycle
costs, in conjunction with a decrease in leverage per proved
barrel of reserves.

Alternatively, the outlook could be revised to negative if Harvest
Energy pursues any large-scale debt-financed acquisitions that
compromise its liquidity and diminish its overall financial
flexibility.


HERTZ CORP: S&P Maintains Neg. Watch on BB- Corp. Credit Rating
---------------------------------------------------------------
Standard & Poor's Ratings Services held its ratings on Hertz
Corp., including the 'BB-' corporate credit rating, on CreditWatch
with negative implications, where they were placed on June 26,
2006.

"The CreditWatch placement was based on incremental debt at Hertz,
the sole operating entity of Hertz Global Holdings Inc., used to
fund a dividend of approximately $1 billion to its shareholders,
as well as on a more aggressive financial policy," said Standard &
Poor's credit analyst Betsy Snyder.

"On June 30, Hertz Global Holdings, the indirect parent company of
Hertz, used proceeds from a new $1 billion loan to fund the
dividend to Hertz Global Holdings' shareholders, just six months
after Hertz's acquisition."

Standard & Poor's will review Hertz's operational and financial
prospects to resolve the CreditWatch.

The ratings on Park, Ridge, New Jersey-based Hertz reflect a
weakened financial profile after the successful completion of its
$14 billion acquisition, reduced financial flexibility, and the
price-competitive nature of on-airport car rentals and equipment
rentals.  Ratings also incorporate the company's position as the
largest global car rental company and the strong cash flow its
businesses generate.

Hertz was acquired from Ford Motor Co. by Clayton, Dubilier & Rice
Inc., The Carlyle Group, and Merrill Lynch Global Private Equity
on in December 2005.  The acquisition, which added over $2 billion
of debt to Hertz's balance sheet, has resulted in an increase in
its borrowing costs, and credit ratios have weakened from their
previous relatively healthy levels.  In addition, the company's
historically strong financial flexibility has declined somewhat,
with around two-thirds of its tangible assets now secured,
compared with around 10% previously.

Hertz, the largest global car rental company, participates
primarily in the on-airport segment of the car rental industry.
This segment, which generates approximately 69% of Hertz's
consolidated revenues, is heavily reliant on airline traffic.
Demand tends to be cyclical, and can also be affected by global
events such as wars, terrorism, and disease outbreaks.

Hertz has also grown its off-airport business (12% of consolidated
revenues), the segment of the car rental business that is less
cyclical and more profitable, but which is dominated by 'A-' rated
Enterprise Rent-A-Car Co.

Through its Hertz Equipment Rental Corp. subsidiary (HERC, 18% of
consolidated revenues), Hertz also operates one of the larger
industrial and construction equipment renters in the U.S., along
with some European locations.  This market had been depressed for
several years due to the weak economy and overexpansion by several
market participants, but has experienced improving trends since
2004 as market participants reduced their capacity growth and
demand strengthened.


HIGH VOLTAGE: Court Confirms First Amended Plan of Liquidation
--------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Massachusetts
confirmed the First Amended Plan of Liquidation for the chapter 11
cases of High Voltage Engineering Corporation and its debtor-
affiliates.

The Court determined that the Plan satisfies the 13 requirements
set forth by Section 1129 of the Bankruptcy Code.

The Plan is a liquidating plan, and provides for the substantive
consolidation of the Debtors' estates into a single consolidated
estate.  On a consolidated basis, the value of the Debtors' assets
exceeds their liabilities and the consolidated estate will be
solvent.  Accordingly, the Plan provides for the payment of all
allowed claims against the Debtors in full, including interest, if
any, due on account of those claims, and distributing the Debtors'
surplus funds to the equity holders on account of their equity
interests.

                     Assets for Distribution

The Chapter 11 Trustee has sold the Debtors' businesses and in so
doing has liquidated substantially all of their assets.  The
Debtors have no other known assets of any material value, other
than potential causes of action and other miscellaneous assets,
including:

   -- insurance refunds,

   -- some share of ReVera Incorporated's stock owned by the
      Debtors,

   -- cash collateral securing the letter of credit issued by
      Citizens Bank of Massachusetts; and

   -- receivable from the sale of ASIRobicon S.p.A., an affiliate.

Proceeds realized on the sale of the ReVera Stock and net
recoveries, if any, on Causes of Action and miscellaneous assets
may increase the total value of the Debtors' assets available for
distribution to Equity Holders.

Based on the Debtors' schedules of liabilities, their books and
records, and the claims filed against the Debtors, the Chapter 11
Trustee estimates that remaining Allowed Claims against the
Debtors ultimately will total approximately $46.8 million,
including estimated interest to be paid on account of certain
Claims.  In determining this amount, the Chapter 11 Trustee, with
the assistance of counsel, his business advisors and Trumbull,
analyzed claims that have been and might be asserted against the
Debtors.  However, there is no way of predicting the final amount
of Allowed Claims with certainty.

The Chapter 11 Trustee currently has on hand approximately $114
million in cash.  Certain amounts of this cash will be reserved as
disputed claims reserve, the post-confirmation administrative
reserve and the trust administrative reserve.  As the amount of
proceeds on hand exceeds the Disclosure Statement Estimated Claims
Amount, the Trustee expects that there will be sufficient funds
remaining for distribution to Equity Holders, which amount may be
increased if there are recoveries on the Debtors' unliquidated
assets, including Causes of Action.

                     Liquidating Supervisor

The Plan provides for the appointment of Stephen S. Gray as the
Liquidating Supervisor for each of the Debtors.  The Liquidating
Supervisor will be responsible for, among other things,
administering the Post-Confirmation Estate until a final transfer
date and preparing, filing and resolving the Debtors' final tax
returns on and after the Final Transfer Date.

The Plan further provides for the establishment of the Liquidating
Trust.  On the Effective Date, the Trustee will transfer all of
the Debtors' Causes of Action to the Liquidating Trust and the
Beneficiaries of the Liquidating Trust will be deemed to have
transferred all of the Beneficiary Claims to the Liquidating
Trust.  On the Effective Date, the Liquidating Supervisor will
transfer the Available Cash to the Liquidating Trust.  On the
Final Transfer Date, the Liquidating Supervisor will:

   (a) transfer all of the Debtors' remaining assets, whether
       liquidated or unliquidated, to the Liquidating Trust; and

   (b) cause each of the Debtors to be dissolved.

At this time, the Liquidating Trustee will be responsible for,
among other things, making distributions to holders of as-yet
satisfied Allowed Claims, if any, in accordance with the Plan,
investigating and potentially pursuing Causes of Action, objecting
to Disputed Claims asserted against the Debtors, and winding up
the Liquidating Trust.

The Plan further provides for the establishment of the:

   (1) the Plan Committee, the members of which will be:

       * Ravi Chachra,
       * Nicholas Walsh, and
       * Dixon Yee; and

   (2) the Liquidating Trust Committee, the members of which will
       be:

       * Ravi Chachra,
       * Nicholas Walsh, and
       * Dixon Yee.

The Plan Committee will advise the Liquidating Supervisor with
respect to his duties under the Plan.  The Liquidating Trust
Committee will advise the Liquidating Trustee with respect to his
duties under the Plan and Liquidating Trust.

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

  http://www.researcharchives.com/bin/download?id=060523224131

                        About High Voltage

Based in Wakefield, Mass., High Voltage Engineering Corporation --
http://www.asirobicon.com/-- owns and operates a group of three
industrial and technology based manufacturing and services
businesses.  HVE's businesses focus on designing and manufacturing
high quality applications and engineered products, which are
designed to address specific customer needs.  The Debtor filed its
first chapter 11 petition on March 1, 2004 (Bankr. Mass. Case No.
04-11586).  Its Third Amended Joint Chapter 11 Plan of
Reorganization was confirmed on July 21, 2004, allowing the
Company to emerge on Aug. 10, 2004.

High Voltage and its debtor-affiliates filed their second chapter
11 petition on Feb. 8, 2005 (Bankr. Mass. Case No. 05-10787).  S.
Margie Venus, Esq., at Akin, Gump, Strauss, Hauer & Feld LLP, and
Douglas B. Rosner, Esq., at Goulston & Storrs, represent the
Debtors.  In the Company's second bankruptcy filing, it listed
$457,970,00 in total assets and $360,124,000 in total debts.
Stephen S. Gray was appointed chapter 11 Trustee in February 2005.
John F. Ventola, Esq., and Lisa E. Herrington, Esq., at Choate,
Hall & Stewart LLP represent the chapter 11 Trustee.  Ira M.
Levee, Esq., at Lowenstein Sandler PC and Steven B. Levine, Esq.,
at Brown Rudnick Berlack Israels LLP represent the Official
Committee of Unsecured Creditors.


HOLLINGER INT'L: Says Hollinger Inc.'s Counterclaim Has No Merit
----------------------------------------------------------------
Hollinger Inc. filed a motion seeking permission to file a
counterclaim against Hollinger International Inc.  The proposed
counterclaim alleges, among other things, fraud in connection with
Hollinger Inc.'s 1995 sale to Hollinger International of Hollinger
Inc.'s interest in The Telegraph and 1997 sale to Hollinger
International of certain of Hollinger Inc.'s Canadian assets.

Hollinger Inc. is a defendant in Hollinger International's suit
against certain of its former officers and directors and its
controlling shareholders in the U.S. District Court for the
Northern District of Illinois.  Hollinger International will ask
the Court to deny Hollinger Inc.'s motion and reject its proposed
counterclaim.

"Today, two-and-a-half years after Hollinger International sued
Hollinger Inc. and fifteen months after Hollinger Inc. filed its
answer to Hollinger International's claims -- and after the
parties exchanged approximately two million pages of documents in
2004 and 2005 -- Hollinger Inc. seeks to inject new claims
regarding nine-to-eleven year-old transactions," Gordon A. Paris,
Chief Executive Officer of Hollinger International and Chairman of
the Special Committee of the Board of Directors, said.  "With this
maneuver, Hollinger Inc. is grasping at straws to distract
attention from the powerful evidence -- including its own recent
admission in its cooperation agreement with U.S. law enforcement
authorities -- of Hollinger Inc.'s participation in the looting of
Hollinger International's claim that it allowed itself to be
'defrauded' in transactions with an entity that it majority-owned,
dominated and controlled is both factually implausible and legally
without merit.

From a corporate governance standpoint, Hollinger Inc.'s latest
litigation gambit demonstrates the obvious conflict of interest
afflicting the two Hollinger Inc. directors on the Hollinger
International's Board.  Hollinger International is studying its
options to protect the interests of the public majority non-
controlling stockholders."

                  About Hollinger International

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

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


HOME HEALTH: Case Summary & 19 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Home Health of Tarrant County, Inc.
        fdba Pathways Health Services
        dba Home Health Specialties
        1600 East Pioneer Parkway, Suite 410
        Arlington, Texas 76010

Bankruptcy Case No.: 06-42158

Type of Business: The Debtor provides health care services and
                  specializes in skilled nursing, physical,
                  speech, and occupational therapy, and
                  pediatrics.

Chapter 11 Petition Date: July 11, 2006

Court: Northern District of Texas (Fort Worth)

Judge: Russell F. Nelms

Debtor's Counsel: St. Clair Newbern, III, Esq.
                  Law Offices of St. Clair Newbern III, P.C
                  1701 River Run, Suite 1000
                  Fort Worth, Texas 76107
                  Tel: (817) 870-2647
                  Fax: (817) 335-8658

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 19 Largest Unsecured Creditors:

   Entity                         Nature of Claim    Claim Amount
   ------                         ---------------    ------------
IRS Special Procedures            941 Taxes              $832,053
Mail Code 5029 DAL
1100 Commerce Street
Dallas, TX 75242

Monty Okken                       Executory Contract     $262,500
2324 Rippey Court
El Cajon, CA 92020

Home Health Specialties, Inc.     Trade Debt             $153,000
2300 Matlock, Suite 5
Mansfield, TX 76063

Galt II LP                        Executory Contract      $33,261
P.O. Box 4737
Houston, TX 77210

Nicholas P. Papacharalambous      Trade Debt              $32,154
26300 Matlock Road, Suite 5
Mansfield, TX 76063

Therapeutic Innovations           Trade Debt              $20,265

St. Louis Medical Supply, Inc.    Trade Debt              $15,273

Principal Financial Group                                 $11,960

MJS Associates LLC                Trade Debt              $11,500

First Care Medical Equipment      Trade Debt              $10,655

Parrish, Moody & Fikes, P.C.      Trade Debt               $5,520

Medline Industries, Inc.          Trade Debt               $5,201

SBC                               Phone Service            $4,800

Prostheticare LP                  Trade Debt               $3,762

Disability Services of the SW     Trade Debt               $3,426

Randy A. Parham, DDS              Trade Debt               $3,212

Dr. Joseph S. McCreary            Trade Debt               $3,120

James T. Gray, DDS                Trade Debt               $2,762

Tarrant County Hospital District  Trade Debt               $2,749


INTEGRATED HEALTH: Settles Dispute Over LaSalle's Claim for $556K
-----------------------------------------------------------------
LaSalle Bank, N.A., formerly known as LaSalle National Bank,
asserts Claim No. 13180 for $639,175 arising from Integrated
Health Services, Inc., and its debtor-affiliates' rejection of a
lease agreement between them.

LaSalle Bank is the trustee for the registered holders of Nomura
Asset Securities Corporation, Commercial Mortgage Pass-Through
Certificates Series 1994-C3.

To maximize the recovery to the Debtors' creditors and avoid
possible litigation in connection with the Claim, IHS Liquidating
LLC and LaSalle entered into a stipulation.

The parties agree that:

  (1) the Claim will be allowed for $556,000 as a nonpriority
      general unsecured claim; and

  (2) LaSalle will release all other claims or causes of action
      against IHS Liquidating, the Debtors and their estates.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INTEGRATED HEALTH: Court Denies Briarwood's Move to Release Funds
-----------------------------------------------------------------
The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the
District of Delaware ordered that:

  (1) IHS Liquidating's request for leave to file a supplemental
      memorandum is granted;

  (2) Abe Briarwood Corp.'s requests to compel Integrated Health
      Services, Inc., and its debtor-affiliates to comply with
      the Stock Purchase Agreement and to permit it to release
      certain funds held by it in escrow are denied; and

  (3) IHS Liquidating's counterclaims, except with respect to
      its request that Briarwood be compelled to replace the
      letters of credit related to the Greenwich Insurance
      Company bonds, are denied.

Judge Walrath will hold a status hearing to consider IHS
Liquidating's request to compel replacement of the Greenwich
L/Cs.

The Court concludes that Briarwood has no claim against the estate
for unpaid trust funds or withholding taxes.

Briarwood alleges that the Debtors withheld $2,000,000 in trust
fund taxes from their employees prior to the closing of their
Stock Purchase Agreement on September 2, 2003.  Briarwood says
that it paid the taxes that were not remitted to the taxing
authorities, a violation of the SPA for which it is entitled for
reimbursement by the estate.

IHS Liquidating LLC notes that the taxes were originally included
as part of the working capital.  The SPA originally provided that
Briarwood would pay $110,000,000 for the assets subject to a
working capital adjustment if the working capital on closing were
different from a baseline of $62,000,000.  Shortly before closing,
IHS and Briarwood amended the SPA to reduce the purchase price to
$98,000,000 and eliminate the working capital adjustment, pursuant
to stipulations dated July 21, 2003 and August 29, 2003.  When the
parties agreed to eliminate the working capital adjustment,
Briarwood waived any remedy for the Debtors' failure to pay the
trust fund taxes, IHS Liquidating asserts.

The Court agrees with Briarwood's arguments that the elimination
of the working capital adjustment did not remove the Debtors'
obligations to pay the trust fund taxes as required by the SPA.

The Court rules that while the July 21 Stipulation released any
defaults under the SPA existing as of that date, the trust fund
taxes at issue are after that time.  The August 19 Stipulation
contained discrete agreements, rather than any release of
obligations the Debtors may have related to the working capital
adjustment.

Judge Walrath, nonetheless, agrees with IHS Liquidating's
contentions that Briarwood cannot assert a claim for breach of
representations and warranties because no representations and
warranties survived the closing.

The Court notes that the SPA only required the Debtors to pay the
taxes when due in the ordinary course until after the closing.
The taxes at issue relate principally to the payroll that was
issued on August 29, 2003.  In the ordinary course of business,
the Debtors would have paid the taxes on September 2, 2003, which
was after the closing was effective.  Accordingly, the Debtors did
not breach the SPA, Judge Walrath states.

The Court also finds as "unpersuasive" Briarwoods argument that
the withholding taxes are Excluded Liabilities because they relate
to Excluded Assets, namely Cash.

The Debtors' former officers testified that the Debtors did not
segregate any cash for the withholding taxes, and that the payroll
was only funded in the net amount from the Debtors' revolving
credit line.  Therefore, there was no specific cash to which the
withholding tax liability was related, Judge Walrath says.

Briarwood also argues that the trust fund taxes are deposits
because an employer is obligated to deposit withheld funds with
the government.  The SPA provided that the Debtors were to retail
all Cash, "prepaid items" or "deposits" were expressly excluded
from Cash.

The Court, however, notes that IHS Liquidating's expert, Robert
Rosenfeld, testified that unpaid withholding taxes are not
"prepaid expenses" or "deposits" under Generally Accepted
Accounting Principles.  Rosenfeld also testified that withholding
taxes are a liability rather than an asset under GAAP.

                    Medicaid Reimbursements

Briarwood requests for reimbursement from IHS Liquidating for
$9,500,000 in Medicaid payments that were recouped by the Georgia
Medicaid Authorities after the SPA's closing.

The recoupment resulted from over-payments Georgia Medicaid had
made to the Debtors between April and August 2003.  Georgia
recouped the over-payments post-closing from payments due to
facilities acquired by Briarwood.

Briarwood asserts that the Debtors' estate was responsible for the
Georgia over-payments, because they were obligated under the SPA
for any pre-Closing Medicaid recoupments.

IHS Liquidating counters that under the SPA, it has no dues to
Briarwood for the Georgia overpayments.  The SPA originally
provided for an escrow account from which Medicaid recoupments
coming due post-closing but relating to pre-closing periods will
be paid.  Under the July 21 Stipulation, the parties modified the
SPA to eliminate the Medicaid escrow and as a result, the Debtors
was only required to pay any Medicaid recoupments prior to the
closing of the SPA in the ordinary course of business.

The Court notes that the SPA requires only the payment of Medicaid
recoupments in the ordinary course of business.  In this case,
Georgia and the Debtors had not determined the amount of the over-
payment until the day before closing.  Therefore, no recoupment
actually occurred pre-closing, Judge Walrath says.

Rosenfeld also testified over-payments by Medicaid authorities are
characterized as current liabilities on the books of the nursing
homes, rather than assets, because they are owed by the nursing
home to the State.  The Court concludes that since the Georgia
overpayments are a liability, not an asset, assumed by Briarwood,
the Debtors have no responsibility to reimburse Briarwood for the
overpayments.

                     Accounts Receivables

Briarwood asserts that it is entitled to receive $18,600,000 in
accounts receivable due from the United States, $17,100,000 of
which were set off against sums due by the Debtors and $1,500,000
of which is currently held in escrow.  Briarwood argues that the
SPA expressly provides that the Debtors would be responsible for
any claims that the United States might have under the False
Claims Act while all accounts receivable were sold to Briarwood.

Briarwood says that, in contravention of the SPA, the Debtors
entered into a global settlement with the United States whereby
the Debtors agreed to pay $19,100,000 in False Claims to the
United States and correspondingly received payment of $18,600,000
of accounts receivable owed by the United States.

IHS Liquidating, however, notes that if the account receivable is
owned by Briarwood simply because it is not on the Excluded Assets
in the SPA, then the False Claims are owed by Briarwood as well
because they are not on the Excluded Liabilities.  Moreover, the
$17,100,000 receivable was created for settlement purposes only at
the time the Debtors agreed to pay the United States for the False
Claims.

The Court says that it cannot determine this issue simply by
reference to the Excluded Assets and Excluded Liabilities
schedules because neither schedule references the False Claims or
Debtors' claims for under-payments handled by the the United
States Centers for Medicare and Medicaid Services.

Basing from the language of the Global Settlement as well as the
SPA, the Court concludes that funds paid by the United States
belong to the Debtors, rather than to Briarwood.  The SPA
contemplated that all the claims of the United States would be
resolved by the Global Settlement between the Debtors and the
United States.

The Court notes that Briarwood was well aware of the terms of the
Global Settlement and, specifically, that the claims the Debtors
had against CMS were being used to set off the False Claims.

                        Trade Payables

Briarwood claims that it is entitled to reimbursement for trade
payables it had to pay post-closing, which the Debtors failed to
pay in the ordinary course of business pre-closing, as required by
the SPA.  Briarwood contends as of the closing, the past due
accounts payable totaled $7,200,000.  Briarwood asserts that the
past due accounts payable proves that the Debtors did not continue
to operate in the ordinary course of business pre-closing but
instead allowed accounts payable to increase so that Briarwood
would have to pay them.

IHS Liquidating counters that the SPA provides that Briarwood is
responsible for paying the accounts payable because they are not
listed as excluded liabilities.  IHS Liquidating also disputes
Briarwood's assertions that the Debtors did not continue to pay
trade payables in the ordinary course of business until closing.
Former officers of the Debtors who had knowledge of the Debtors'
operations between the execution of the SPA and its closing have
verified that the Debtors continued to operate in the ordinary
course of business during the particular period.

The Court finds that the Debtors continued to operate in the
ordinary course of business prior to the SPA's closing and the
increase in the accounts payable resulted from their use of funds
received from collection of receivables to pay the payables.
Consequently, the Court denies Briarwood's request for
reimbursement for the trade payables.

                     Administrative Claim

Briarwood asserts that it is entitled to $350,000 for an
administrative claim owed by Briarwood to IOS Capital, Inc.,
formerly known as IKON Capital, Inc., and its affiliates.  The
claim is the result of a settlement reached by the Debtors and IOS
without Briarwood's consent.

Briarwood argues that under the SPA, the Debtors were not allowed
to settle any matter without its consent if it would impose more
than $250,000 in liability on Briarwood.  Briarwood also argues
that the IOS claim is an excluded liability under the SPA.

In January 2002, the Debtors filed a preference action against IOS
seeking to recover $250,000.  IOS had also asserted a $2,000,000
administrative claim and numerous prepetition claims.

On August 27, 2003, the Debtors entered into a settlement with
IOS by agreeing to the dismissal of the preference action and to
grant IOS a $1,600,000 general unsecured claim and a $350,000
administrative expense claim.  Under the settlement, IOS also
agreed to abandon certain property to Briarwood.

IHS Liquidating argues that the SPA, which required the Debtors to
obtain the consent of Briarwood to any settlement in excess of
$250,000, also required that Briarwood not unreasonably withhold
its consent.

By stipulating to the reasonableness of the IOS settlement,
Briarwood could not reasonably refuse to consent to the
settlement, Judge Walrath states.

The Court finds that Briarwood is not entitled to any
reimbursement of the IOS administrative claim.

                    Trustee's Counterclaims

IHS Liquidating argues that, in the event the Court finds in favor
of Briarwood on any of its claims, the Court should rescind the
SPA because the Debtors closed on that agreement under the
mistaken belief that Briarwood could not make any of those claims.
Because the Court has concluded that none of Briarwood's claims
have merit, the rescission claim is moot, Judge Walrath states.

In connection with Rotech Medical Corporation's Plan of
Reorganization, the Debtors had stipulated, inter alia, to
administer and fund all of Rotech's retained professional and
general liabilities through the effective date of the Rotech
Plan.

IHS Liquidating asserts that Briarwood assumed those liabilities
under the SPA.  It claims that Briarwood has failed to pay a claim
of approximately $25,000 in attorneys' fees incurred in connection
with a personal injury claim related to Rotech.

The Court finds that no evidence was presented as to the validity
of the claim itself or when it arose.  Therefore, IHS Liquidating
has failed to establish that the claim is covered by the Rotech
Stipulation or that Briarwood has any obligation to pay it, Judge
Walrath says.

Pursuant to the SPA, the prevailing party is entitled to the
attorneys' fees and costs associated with any action relating to
the SPA.

Although IHS Liquidating has prevailed on all claims brought by
Briarwood in this contested matter, it has not prevailed on all
its counterclaims.  The Court concludes that there is no
"prevailing party" and that an award of attorneys' fees and costs
is not warranted.

Integrated Health Services, Inc. -- http://www.ihs-inc.com/--  
operated local and regional networks that provide post-acute care
from 1,500 locations in 47 states.  The Company and its
437 debtor-affiliates filed for chapter 11 protection on
February 2, 2000 (Bankr. Del. Case No. 00-00389).  Rotech Medical
Corporation and its direct and indirect debtor-subsidiaries broke
away from IHS and emerged under their own plan of reorganization
on March 26, 2002.  Abe Briarwood Corp. bought substantially all
of IHS' assets in 2003.  The Court confirmed IHS' Chapter 11 Plan
on May 12, 2003, and that plan took effect September 9, 2003.
Michael J. Crames, Esq., Arthur Steinberg, Esq., and Mark D.
Rosenberg, Esq., at Kaye, Scholer, Fierman, Hays & Handler, LLP,
represent the IHS Debtors.  On September 30, 1999, the Debtors
listed $3,595,614,000 in consolidated assets and $4,123,876,000 in
consolidated debts.  (Integrated Health Bankruptcy News, Issue
No. 106; Bankruptcy Creditors' Service, Inc., 215/945-7000)


INT'L GALLERIES: Trustee Taps Sommers & Baniak as Special Counsel
-----------------------------------------------------------------
Dan Lain, the Chapter 7 Trustee overseeing the liquidation of
International Galleries, Inc., asks the U.S. Bankruptcy Court for
the Northern District of Texas for permission to employ Sommers,
Schwartz, P.C., and Baniak, Pine & Gannon LLC as his special
counsel.

On August 30, 2005, the Debtor filed a lawsuit against La Raza
Chicago, Inc., and Miguel Angel Arietta in the U.S. District Court
for the Northern District of Illinois, Eastern Division, styled
International Galleries, Inc. v. La Raza Chicago, Inc. and Miguel
Angel Arietta, Case No. 1:05-cv-04991.

The La Raza Action, which remains pending in the Illinois District
Court, is a defamation action arising from La Raza's publication
in August 2005 of a newspaper article concerning the Debtor's
business operations.

The Trustee wants Sommers Schwartz as lead counsel and Baniak Pine
as local counsel in the La Raza Action.

The Trustee tells the Court that he has no funds to hire counsel
and, thus, no means to proceed with the prosecution of the lawsuit
except through a Contingency Fee Agreement.

Pursuant to the Contingency Fee Agreement, the Trustee will pay a
contingency fee of 10% to 16% for Baniak Pine and 40% for Sommers
Schwartz from any recovery in the La Raza Action.

Andrew Kochanowski, Esq., a Sommers Schwartz member, and Michael
Baniak, a Baniak Pine member, assure the Court that their firms
are "disinterested persons" as that term is defined in Section
101(14) of the Bankruptcy Code.

Headquartered in Addison, Texas, International Galleries Inc. --
http://www.igi-art.com/-- sponsors artists and sells their
artwork through referrals.  The company filed for chapter 11
protection on Jan. 31, 2006 (Bankr. N.D. Tex. Case No. 06-30306).
Omar J. Alaniz, Esq., at Neligan Tarpley Andrews & Foley LLP,
represents the Debtor.  David W. Elmquist, Esq., at Winstead
Sechrest & Minick P.C., represents the Official Committee of
Unsecured Creditors.  On May 16, 2006, the case was converted to a
Chapter 7 liquidation.  Dan Lain serves as the Chapter 7 Trustee
for the Debtor.  When the Debtor filed for protection from its
creditors, it estimated assets less than $50,000 and debts between
$10 million to $50 million.


INTERTAPE POLYMER: To Exclude Restructuring Charges from EBITDA
---------------------------------------------------------------
Intertape Polymer Group Inc. executed definitive documentation to
amend its credit facilities, which will accommodate the charges
associated with its cost savings initiatives.

The Company maintains a $65 million five-year revolving credit
facility in U.S. dollars and a $10 million five-year revolving
credit facility available in Canadian dollars.  In June 2005,
the Company entered into a $50 million five-year interest-rate
swap contract requiring quarterly settlements.  The contract
effectively fixes $50 million of the Company's floating rate
bank debt at 6.52%.  In July 2005, the Company entered into a
$25 million five-year interest-rate swap contract requiring
quarterly settlements.  The contract effectively fixes an
additional $25 million of the Company's floating rate bank debt
at 6.54%.

The amendments to the credit facilities permit the add back of
certain one-time charges in connection with Intertape Polymer
Group Inc.'s cost cutting efforts, and delays until quarters
ending after March 31, 2007, the increase in the Interest Expense
Coverage Ratio from 3.00:1.00 to 3.25:1.00.

The Company's credit facilities as amended will permit IPG to
exclude from the calculation of Consolidated EBITDA, $26.8 million
of the restructuring charges related to severance costs,
manufacturing and retail restructurings, a lease termination,
and costs associated with the amendment of the credit facilities,
which are expected to be taken in the fiscal quarters ending
June 30, 2006 or Sept. 30, 2006.  These charges are attributable
to cost saving actions that the Company expects will result in
$5.7 million in annualized savings.

As reported in the Troubled Company Reporter on June 21, 2006,
the cost savings and charges will include annual cost savings of
$4.3 million are expected from reductions in selling, general and
administrative expenses and the termination of an operating lease.
One time charges related to these initiatives include $5.3 million
for severance costs and related expenses associated with reduced
staffing requirements and an estimated charge of $2.8 million
arising from the early termination of an aircraft operating lease.

The Company believes that the amendments to the credit facilities
will provide IPG the flexibility needed to manage its business and
improve its earnings and operating efficiencies.

                 Chairman of the Board Appointed

Michael L. Richards, a senior partner in the law firm of Stikeman
Elliott LLP, is appointed the Chairman of the Board.  Mr. Richards
served as a Director of IPG and its predecessor company since
1981.

                  About Intertape Polymer Group

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

                       *     *     *

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


JENCO HOMES: Case Summary & 20 Largest Unsecured Creditors
----------------------------------------------------------
Debtor: Jenco Homes, Inc.
        10701 Montgomery Northeast, Suite C
        Albuquerque, New Mexico 87111
        Tel: (505) 294-0354

Bankruptcy Case No.: 06-11154

Type of Business: The Debtor is a custom home building contractor.
                  See http://www.jencohomes.com/

Chapter 11 Petition Date: July 11, 2006

Court: District of New Mexico (Albuquerque)

Judge: James Starzynski

Debtor's Counsel: Russell C. Lowe, Esq.
                  P.O. Box 90536
                  Albuquerque, New Mexico 87199-0536
                  Tel: (505) 764-9706

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                          Nature of Claim   Claim Amount
   ------                          ---------------   ------------
New Mexico Taxation and            CRS-1 Taxes for       $631,000
Revenue Department                 Jenco Homes
Santa Fe, NM 87504

Mr. & Mrs. Sepulveda               Pending Judgment      $347,921
c/o Chris Bauman, Esq.             in CV-2003-XXXX
Bauman, Dow, and Leon              Sepulveda vs. Jenco
P.O. Box 30684                     Homes, Inc. and
Albuquerque, NM 87190-0684         Timothy Lopez

Mr. & Mrs. Alderette               Vendor Claim          $210,000
P.O. Box 1471                      Lot #31
Albuguerque, NM 87191

Lopez LOC                          Insider Loan           $46,000
P.O. Box 14771
Albuquerque, NM 87191

Tim Lopez                          Loans to Company       $46,000
10701 Montgomery Boulevard
Northeast, Suite C
Albuquerque, NM 87191

Ancae Inc. Heating and Lighting    Vendor                 $22,000

ISIS Development of New Mexico     Vendor                 $17,500

Rancho Viejo Custom Wood           Vendor                 $17,455

New Mexico Metal Systems Inc.      Vendor                 $12,330

Sunshine Plumbing                  Vendor                 $11,340

Access Bank                        Auto Loan              $10,130

Ferguson Enterprises               Vendor                  $7,767

Roof Seal                          Vendor                  $7,616

Allied Structural Lumber           Vendor                  $6,762

New Mexico Timber & Viga           Vendor                  $5,898

Vince Galipolli & Sons             Vendor                  $5,562

Albuquerque Lighting               Vendor                  $5,307

Precision Painting                 Vendor                  $5,241

RAKS Building Supply               Vendor                  $4,142

Lumber Inc.                        Vendor                  $4,054


JULIAN SARGON: Case Summary & 20 Largest Unsecured Creditors
------------------------------------------------------------
Debtor: Julian Ungar-Sargon
        3100 West Northshore Avenuie
        Chicago, Illinois 60645

Bankruptcy Case No.: 06-08108

Chapter 11 Petition Date: July 10, 2006

Court: Northern District of Illinois (Chicago)

Judge: Eugene R. Wedoff

Debtor's Counsel: Robert R. Benjamin, Esq.
                  Querrey & Harrow, Ltd.
                  175 West Jackson Boulevard, Suite 1600
                  Chicago, Illinois 60604
                  Tel: (312) 540-7000
                  Fax: (312) 540-0578

Total Assets: $3,393,236

Total Debts:  $3,589,618

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
Zion Bank                        Guarantor of Loan     $1,050,800
P.O. Box 26304                   to 270-280 East 90
Salt Lake City, UT 84126         LLC for business
                                 Condominium

Chase                            1st Mortgage on         $597,122
P.O. Box 78116                   Northshore
Phoenix, AZ 85062

HSBC Bank                        Judgment 1/10/2001      $373,079
c/o Freeborn & Peters LLP        Guarantor of leased
311 South Wacker Drive           Equipment
Suite 3000
Chicago, IL 60606

Roslyn Gettenger                 Personal Loan           $186,000
194 RSD
New York, NY 10024

Ocwen Loan Service               2nd mortgage on         $148,295
P.O. Box 785056                  Northshore
Orlando, FL 32878

ASC                              1st Mortgage            $144,500
                                 7955 East Emery Road
                                 New Carlisle, IN
                                 and Guarantor

Wilhelm W. Ungar                 Personal Loan           $150,000

Matt Drillman                    Personal Loan           $100,000

Solomon S. Adler                 Personal Loan           $100,000

Jerusalem Municipality           2005 Betterment          $91,400
                                 Real Estate Tax

Chase                            Judgment based upon      $77,034
                                 Cardi-Neuro-Metric Inc.
                                 Obligation

Chaim Citronenbaum               Personal Loan            $60,500

IRS                              Estimated Taxes          $55,788

Navin Barot                      Judgment                 $42,973

Citibank                         Line of Credit           $36,696

Viasys Healthcare                Purchase of EEG          $31,039
                                 Equipment

Jutta C. Blume                   Equipment Purchase       $25,000

Headache and Pain Control Ct.    Equipment Purchase       $25,000

MBNA                             Business Related         $24,493
                                 Purchases

Magdalene Vera                   Personal Loan            $19,203


KAISER ALUMINUM: Asks Court to Approve Royal Settlement Agreement
-----------------------------------------------------------------
Kaiser Aluminum Corporation and its debtor-affiliates ask the U.S.
Bankruptcy Court for the District of Delaware to approve their
settlement agreement with Royal Indemnity Company relating to
asbestos and other liability coverage disputes.

To obtain an adjudication of its rights for coverage under certain
insurance policies as to asbestos-related bodily injury
liabilities, Kaiser Aluminum & Chemical Corp. filed an action
against certain insurers, including Royal, before the Superior
Court of California, County of San Francisco.

Royal issued an insurance policy to KACC for the period from
April 1, 1983 to April 1, 1984.  Royal also issued other policies,
which are not involved in the Products Coverage Action.

Kimberly D. Newmarch, Esq., at Richards, Layton & Finger, in
Wilmington, Delaware, relates that the Debtors and Royal have
engaged in negotiations to resolve their dispute with respect to
the Subject Policy and the Other Royal Policies.

Pursuant to the Settlement Agreement, Royal agreed to make a
$4,500,000 settlement payment within 60 days after the Court
grants final approval to the Settlement.

Royal will pay the Settlement Amount to U.S. Bank National
Association, as settlement account agent, unless a Trigger Date
has occurred, in which case, payment will be made to Wells Fargo
Bank, N.A., as insurance escrow agent, for distribution to the
Funding Vehicle Trust.

The Trigger Date is the day that the last of these events has
occurred:

   * the Approval Order becomes a Final Order;

   * the Confirmation Order becomes final; and

   * the occurrence of the Plan Effective Date.

As part of the Settlement Agreement, KACC will also release all
its rights under the Subject Policy and the Other Royal Policies,
and dismiss Royal from the Products Coverage Action, Ms. Newmarch
says.

The Settlement Agreement also contains certain rights to
adjustment of the Settlement Amount if Asbestos Legislation:

   (a) is enacted into law before the earlier of the Trigger Date
       and July 31, 2006; and

   (b) does not provide Royal with a dollar-for-dollar credit for
       payments under the Settlement Agreement.

Ms. Newmarch tells the Court that the Official Committee of
Asbestos Claimants and the representatives of parties, whose
constituents have the principal economic stake at issue, have been
consulted regarding, and have no objection to, the Settlement
Agreement.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KAISER ALUMINUM: Deregisters Outstanding Securities
---------------------------------------------------
According to regulatory filings with the U.S. Securities and
Exchange Commission, Kaiser Aluminum Corp. deregistered the
outstanding securities included in registration statements:

   (a) dated May 3, 2000 involving 5,500,000 shares of KAC common
       stock issuable pursuant to the company's 1997 Omnibus
       Stock Incentive Plan;

   (b) November 15, 1996 providing for the offer and sale of the
       company's preferred stock, fractional interests of
       preferred stock represented by depositary shares; shares
       of KAC common stock, and warrants to purchase preferred
       stock or common stock at an aggregate initial offering
       price not to exceed $150,000,000;

   (c) February 5, 1996 with respect to the offer and sale of up
       to 10,000,000 shares of KAC common stock by MAXXAM, Inc.;
       and

   (d) August 3, 1993 with respect to 2,500,000 shares of KAC
       common stock issuable pursuant to the company's 1993
       Omnibus Stock Incentive Plan.

Joseph P. Bellino, executive vice president and chief financial
officer of KAC, says that pursuant to the Confirmed Plan, all
outstanding grants and shares of KAC's old common stock will be
cancelled upon the Plan's Effective Date.  The Plan is expected to
become effective on July 6, 2006.

As a result of the actions contemplated in the Plan, KAC has
concluded that it will deregister, as of July 5, 2006, all
securities included in these Registration Statements that were not
previously issued, sold or offered.

                       About Kaiser Aluminum

Headquartered in Foothill Ranch, California, Kaiser Aluminum
Corporation -- http://www.kaiseraluminum.com/-- is a leading
producer of fabricated aluminum products for aerospace and high-
strength, general engineering, automotive, and custom industrial
applications.  The Company filed for chapter 11 protection on Feb.
12, 2002 (Bankr. Del. Case No. 02-10429), and has sold off a
number of its commodity businesses during course of its cases.
Corinne Ball, Esq., at Jones Day, represents the Debtors in their
restructuring efforts. Lazard Freres & Co. serves as the Debtors'
financial advisor.  Lisa G. Beckerman, Esq., H. Rey Stroube, III,
Esq., and Henry J. Kaim, Esq., at Akin, Gump, Strauss, Hauer &
Feld, LLP, and William P. Bowden, Esq., at Ashby & Geddes
represent the Debtors' Official Committee of Unsecured Creditors.
The Debtors' Chapter 11 Plan became effective on July 6, 2006.  On
June 30, 2004, the Debtors listed $1.619 billion in assets and
$3.396 billion in debts.  (Kaiser Bankruptcy News, Issue No. 100;
Bankruptcy Creditors' Service, Inc., 609/392-0900)


KANA SOFTWARE: Auditor Burr Pilger Expresses Going Concern Doubt
----------------------------------------------------------------
KANA Software, Inc.'s auditor, Burr, Pilger & Mayer LLP, expressed
substantial doubt about the Company's ability to continue as a
going concern after auditing the Company's financial statement for
the year ending Dec. 31, 2005.

Burr Pilger pointed to the Company's recurring losses from
operations, net capital deficiency, negative cash flow from
operations and accumulated deficit.

The Company incurred a $17.96 million net loss on $43.1 million
of revenues in 2005.  Total revenues decreased by 12% from
$48.9 million for the year ended Dec. 31, 2004, primarily as
a result of fewer license transactions in 2005 than in 2004.

As of Dec. 31, 2005, the Company's balance sheet reported assets
amounting to $35.71 million and debts totaling $45.5 million.  As
of Dec. 31, 2005, the Company reported a $9.79 million equity
deficit from a $3.16 million positive equity at Dec. 31, 2004.

In December 2005, the Company consolidated its research and
development operations into one location in Menlo Park, California
to optimize the Company's research and development processes and
decrease overall operating expenses.  As a result, the Company
terminated the employment of 15 employees based in New Hampshire.
As a result of this consolidation, the Company incurred a
restructuring charge of $282,000 related to employee termination
costs.  Additionally, the Company recorded a $186,000
restructuring charge during 2005 related to a change in evaluation
of the real estate conditions in the United Kingdom, a change in
the sublease estimates in the United States and the consolidation
of our research and development operations in Menlo Park,
California.

A full-text copy of the Company's Annual Report in Form 10-K filed
with the United States Securities and Exchange Commission is
available for free at http://ResearchArchives.com/t/s?d7d

KANA Software, Inc., provides multi-channel customer service
software applications.  KANA's integrated solutions allow
companies to deliver service across all channels, including email,
chat, call centers and Web self-service, so customers have the
freedom to choose the service they want, how and when they want
it.  The Company's target market is the Global 2000 with a focus
on large enterprises with high volumes of customer interactions,
such as banks, telecommunications companies, high-tech
manufacturers, healthcare organizations and government agencies.

The Company is headquartered in Menlo Park, California, with
offices in Japan, Hong Kong, Korea and throughout the United
States and Europe.


KELLWOOD CO: S&P Affirms BB Rating & Revises Outlook to Negative
----------------------------------------------------------------
Standard & Poor's Ratings Services revised its outlook on apparel
designer and marketer Kellwood Co. to negative from stable.
Ratings on the company, including the 'BB' corporate credit
rating, were affirmed.  Total debt outstanding at April 29, 2006,
was about $509 million.

"The outlook revision follows Standard & Poor's review of the
company's operating performance and reflects our concern regarding
Kellwood's ability to improve financial results in the near term
while it is faced with the challenge of revitalizing its core
brands, including Sag Harbor and Koret," said Standard & Poor's
credit analyst Susan Ding.

"The company has experienced weakening credit protection measures
in recent periods, including the first quarter ended April 2006,
and there exists some uncertainty as to when these credit
protection measures will recover."

The rating on St. Louis, Missouri-based Kellwood reflects:

   * the company's participation in the highly competitive apparel
     industry;

   * its exposure to changing consumer preferences;

   * its below-average operating margins; and

   * its acquisitiveness.

Mitigating factors include the company's position as a major
supplier of branded and private-label apparel and its diverse
distribution channels.

However, the ratings also incorporate the company's inability to
produce trend-right merchandise for its key brands in recent
periods, as well as the disappointing results from some of its new
product introductions, including the Calvin Klein sportswear and O
Oscar lines, resulting in higher-than-normal markdowns and
allowances.

Although Kellwood has recently exited several noncore businesses
and implemented restructuring initiatives that should benefit
operating results in the intermediate term, it is still
challenged to revitalize its various product assortments.


KNIGHT II: Moody's Lifts Rating on $26.5 Mil. Senior Notes to B2
----------------------------------------------------------------
Moody's Investors Service upgraded these Classes of Notes issued
by Knight II Funding Ltd., a collateralized debt obligation
issuance:

   * $36,000,000 Class A-2 Senior Secured Rate Notes due October
     2012

     Prior rating: Baa1
     Current rating: A1

   * $26,500,000 Class B Senior Subordinate Notes due October
     2012

     Prior rating: B2
     Current rating: Ba3

Moody's noted that the transaction has experienced an improvement
in the credit quality of the pool of collateral as evidenced by a
decreasing weighted average rating factor.

Rating Action: Upgrade

Issuer: Knight II Funding Ltd.

The ratings of these Classes of Notes have been upgraded:

Class Description:

   * $36,000,000 Class A-2 Senior Secured Rate Notes due October
     2012, and

   * $26,500,000 Class B Senior Subordinate Notes due October
     2012.


LEVITZ HOME: Court Rules on Lease 20504 & 30305 Assignments
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Levitz Home Furnishings, Inc., and its debtor-
affiliates to assume and assign -- and pay the cure amounts for --
Store Nos. 20504 and 30305.

With respect to Store No. 20504, the Court rules that PLVTZ, LLC,
is liable for the $186,789 cure amount.

The Debtors had asked the Court for authority to assume and assign
these leases to PLVTZ, and pay the cure amounts:

    Store#   Address         Landlord                Cure Amount
    ------   -------         --------                -----------
     20504   Queens,         Vertical Industrial        $185,551
             New York        Park Association

     30305   Los Angeles,    Sunrise Royale;             $76,000
             California      G&K Management Co.,
                             Inc.

                  Vertical Industrial Objection

Vertical Industrial Park Associates asserted that the Debtors'
proposed $185,551 cure amount for Store No. 20504 fails to take
into account certain outstanding postpetition administrative
expense amounts.

Alan B. Hyman, Esq., at Proskauer Rose LLP, in New York, related
that the correct cure amount fluctuates as postpetition
obligations continue to accrue under the Lease.

Additionally, Vertical has not been provided any information
regarding the proposed use of the property, the future tenant,
and adequate assurance of future payments in the assumption and
assignment of the Lease.

This violates Section 365 of the Bankruptcy Code, Mr. Hyman
asserted.

Vertical asked the Court to require the Debtors to pay the proper
cure amount through the effective date of any assignment of the
Lease, and for the Debtors to provide adequate assurance of future
payment.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LEVITZ HOME: PLVTZ Assumes Store Leases in Wash. and New Jersey
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
authorized Levitz Home Furnishings, Inc., and its debtor-
affiliates to assume and assign these leases to PLVTZ, LLC, and
the Pride Capital Group, doing business as Great American Group,
as purchasers of substantially all of their assets:

     Store#   Address         Landlord                Cure Amount
     ------   -------         --------                -----------
      30601   Bellevue,       Overlake at 520, L.L.C.     $58,087
              Washington

      30602   Lynnwood,       Blazen, LLC                 $46,577
              Washington

      20311   East Brunswick, Time Equities, Inc.         $53,181
              New Jersey

Richard H. Engman, Esq., at Jones Day, in New York, told the Court
that the proposed assumption and assignment provide the Landlords
with adequate assurance of future performance.

Headquartered in Woodbury, New York, Levitz Home Furnishings, Inc.
-- http://www.levitz.com/-- is a leading specialty retailer of
furniture in the United States with 121 locations in major
metropolitan areas principally the Northeast and on the West Coast
of the United States.  The Company and its 12 affiliates filed for
chapter 11 protection on Oct. 11, 2005 (Bank. S.D.N.Y. Lead Case
No. 05-45189).  David G. Heiman, Esq., and Richard Engman, Esq.,
at Jones Day, represent the Debtors in their restructuring
efforts.  When the Debtors filed for protection from their
creditors, they reported $245 million in assets and $456 million
in debts.  Jay R. Indyke, Esq., at Kronish Lieb Weiner & Hellman
LLP represents the Official Committee of Unsecured Creditors.
Levitz sold substantially all of its assets to Prentice Capital on
Dec. 19, 2005.  (Levitz Bankruptcy News, Issue No. 16; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


LIFE SCIENCES: Receives $10.6 Million Payment from Alconbury
------------------------------------------------------------
Life Sciences Research, Inc. received a payment of $10.6 million,
for a Promissory Note including accrued interest, from Alconbury
Estates, Inc., on June 30, 2006.

The sale and leaseback agreement, for the Company's three
operating facilities in Huntingdon and Eye, England and East
Millstone, New Jersey, was entered into and consummated by the
Company and its subsidiaries and Alconbury Estates and
subsidiaries on June 14, 2005.

Alconbury, a newly formed company wholly owned by LSR's Chairman
and CEO, Andrew Baker paid a total consideration of $40 million
for the three properties.  The payment consisted of $30 million
cash and a five year, $10 million variable rate subordinated
promissory note, agreed to be repaid within twelve months on a
best effort.

Life Sciences Research, Inc. -- http://www.lsrinc.net/-- is a
global contract research organization providing product
development services to the pharmaceutical, agrochemical and
biotechnology industries.  LSR identifies risks to humans, animals
or the environment resulting from the use or manufacture of a wide
range of chemicals that are essential components of LSR's clients'
products.  The Company's services are designed to meet the
regulatory requirements of governments around the world.  LSR
operates research facilities in the United States (the Princeton
Research Center, New Jersey) and the United Kingdom (Huntingdon
and Eye, England).

At March 31, 2006, the company's stockholders' deficit narrowed to
$9,624,000 compared to a $14,568,000 deficit at Dec. 31, 2005.


LONDON FOG: Has Until October 16 to Make Lease-Related Decisions
----------------------------------------------------------------
The U.S. Bankruptcy Court for the District of Nevada gave London
Fog Group, Inc., and its debtor-affiliates until Oct. 16, 2006, to
assume, assume and assign or reject unexpired leases on non-
residential property and executory contracts.

The extended deadline will allow Debtors to maximize their returns
from the sale of their assets by allowing Gordon Brothers Retail
Partners, LLC and Hilco Merchant Resources LLC, after completing
the going-out-of business sales, to notify the Debtors that:

   -- the sale is over;

   -- the premises are ready to return in broom-clean condition;
      and

   -- the lease will be rejected at the conclusion of a short
      notice period, namely ten days.

Because this may result in the rejection of a lease in the middle
or end of a month, after Debtors have already paid rent to the
landlord for the entire month, the Court allowed the Debtors to
pay landlords rent on a weekly basis for any month in which
Debtors reasonably conclude that there is a significant chance of
rejection that month.

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


LORBER INDUSTRIES: Court Extends Lease Decision Period to Sept. 12
------------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
in Los Angeles extended, until Sept. 12, 2006, the period within
which Lorber Industries of California can assume, assume and
assign, or reject unexpired nonresidential real property leases.

As reported in the Troubled Company Reporter on June 8, 2006, the
Debtor is in the process of retaining Lee & Associates, a
commercial real estate broker, to review the unexpired leases, and
to market those leases for assumption and assignment.

The extension, the Debtor said, will give it more time to continue
the process of winding down its operations.

A list of the Debtor's unexpired leases is available for free
at http://researcharchives.com/t/s?af2

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.


MAGRUDER COLOR: New Jersey Court Closes Chapter 11 Case
-------------------------------------------------------
The Hon. Morris Stern of the U.S. Bankruptcy Court for the
District of New Jersey declared the chapter 11 cases of Magruder
Color Company and its debtor-affiliates as closed.

On May 24, 2006, Judge Stern confirmed the Debtors' Plan of
Reorganization.

Under the Debtors' Confirmed Plan, Beal Bank's secured claim will
be paid in full, in cash, with interest at the contract rate, from
the proceeds of the sale of the Debtor and Non-Debtor Real Estate,
after payment of:

   (i) all costs and expenses associated with pursuing,
       conducting, and closing those sales; and

  (ii) all environmental remediation costs associated with both
       the Debtor and Non-Debtor Real Estate.

Beal Bank will retain its mortgage liens until its Secured Claim
is paid in full.

Holders of Class 3 Unsecured Claims will receive a Pro Rata
distribution from:

    a) $1.5 million to be paid from the Net Non-Debtor Real
       Estate Proceeds after payment in full of the Beal Bank
       Secured Claim;

    b) 50% of the Net Debtor Real Estate Proceeds; and

    c) the Net Avoidance Proceeds.

Holders of Maggyco Interests will retain their ownership interests
in Maggyco.  To the extent there is no Available Cash or escrowed
amounts available, Holders of Maggyco Interests will fund the
payment of any real estate taxes, insurance, maintenance and other
costs associated with the Debtor Real Estate until the Debtor Real
Estate is sold.

Holders of Intercompany Claims and Class 6 Dissolved Debtors
Interests will receive no distribution under the Plan.

Headquartered in Elizabeth, New Jersey, Magruder Color Company --
http://www.magruder.com/-- and its affiliates manufacture basic
pigment and also supply quality products to the ink, paint, and
plastics industries.  The Company and its debtor-affiliates filed
for chapter 11 protection on June 2, 2005 (Bankr. D.N.J. Case No.
05-28342).  Bruce D. Buechler, Esq., at Lowenstein Sandler PC
represented the Debtors.  Brian L. Baker, Esq., and Howard S.
Greenberg, Esq., at Baker Ravin Greenberg, PC, served as counsel
to the Official Committee of Unsecured Creditors.  When the
Debtors filed protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


MEDICAL TECH: Court Confirms Amended Chap. 11 Reorganization Plan
-----------------------------------------------------------------
The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for
the Northern District of Texas, Fort Worth Division, has confirmed
the Chapter 11 Reorganization Plan of Medical Technology, Inc. dba
Bledsoe Brace Systems, as amended and supplemented.

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

Judge Russell approved the Debtor's Disclosure Statement on
Dec. 14, 2005.

Objections filed against the Plan by Generation II Orthodontics,
Inc. and Generation II USA, Inc., Ford Motor Credit Corp. as the
holder of the Ford Secured Claim, and JP Morgan Chase Bank, N.A.
have been resolved.

Steven A. Felsenthal of Dallas, Texas is appointed as the initial
Plan Trustee.

                 Generation II Security Interest

Pursuant to the Confirmed Plan, the Plan Trustee is granted, for
the benefit of Generation II, a security interest in all of the
Reorganized Debtor's personal property.

Chase Bank is deemed to have consented to the granting of the
Generation II Security Interest.  However, the Generation II
Security Interest will be and remain second, subordinate and
inferior to:

   a) all liens, securing the payment of property taxes asserted
      against the Reorganized Debtor's personal property; and

   b) the Lien in favor of Chase Bank against the Chase
      Collateral and Chase's right with respect to the
      Collateral.

                        Ford Secured Claim

Ford's secured claim will retain its:

   a) lien securing payment of the Claim; and

   b) right to foreclose against the Collateral in the event of a
      default in accordance with the loan documents.

                      dj Orthopedics' Claim

The claim of dj Orthopedics, LLC is deemed as discharged.  dj
Orthopedics will not be entitled to receive any distribution
pursuant to the Confirmed Plan.

Headquartered in Grand Prairie, Texas, Medical Technology, Inc.,
dba Bledsoe Brace Systems -- http://www.bledsoebrace.com/--
manufactures and distributes orthopedic knee braces, ankle braces,
ankle supports, knee immobilizers, arm braces, sport braces,
boots, and walkers.  The Debtor filed for chapter 11 protection on
July 25, 2005 (Bankr. N.D. Tex. Case No. 05-47377).
J. Robert Forshey, Esq., Jeff P. Prostok, Esq., and Julie C.
McGrath, Esq., at Forshey & Prostok, LLP, represent the Debtor in
its restructuring efforts.  When the Debtor filed for protection
from its creditors, it estimated assets and debts between $10
million to $50 million.


MEDPOINTE INC: Moody's Withdraws B2 Rating on Sr. Debt Facilities
-----------------------------------------------------------------
Moody's Investors Service withdrew the ratings of Medpointe Inc.
and MedPointe Healthcare Inc.

Moody's withdrawn the ratings because the debt obligations
previously rated by it have matured following the company's recent
refinancing of debt.  Moody's did not assigned ratings
to the new debt obligations of MedPointe Inc. or MedPointe
Healthcare Inc.

Ratings withdrawn:

MedPointe Healthcare Inc.

   * B2 Corporate Family rating
   * B2 senior secured bank credit facility maturing in 2011

MedPointe Inc. --

   * B2 senior secured bank credit facilities

Based in Somerset, New Jersey, MedPointe Inc. manufactures and
markets branded, specialty pharmaceutical products.  MedPointe is
a private company and is majority-owned by a group of equity
sponsors led by The Carlyle Group and by The Cypress Group.
MedPointe Healthcare Inc. is a wholly owned subsidiary of
MedPointe Inc.


MESABA AVIATION: AMFA Wants Court to Deny Section 1113 Motion
-------------------------------------------------------------
The Aircraft Mechanics Fraternal Association asks the United
States Bankruptcy Court for the District of Minnesota to deny
Mesaba Aviation, Inc., dba Mesaba Airlines' request to reject the
collective bargaining agreement.

Up to this point, AMFA has made every effort to reach a
consensual agreement with the Debtor on terms that would enable
its members to maintain a sustainable lifestyle, Lucas K.
Middlebrook, Esq., at Scham, Scham, Meltz & Petersen, LLP, in
Minneapolis, Minnesota, tells the Court.  In fact, in their most
recent on-the-record negotiating session, AMFA provided the
Debtor with a counterproposal that met 100% of its ask.

However, a consensual agreement has not been reached between the
parties, as the Debtor has failed to entertain a middle ground
that would provide a cost savings to the Debtor while still
providing its AMFA-represented employees with reasonable wages
and benefits, Mr. Middlebrook relates.

AMFA wants the Debtor's request denied because, among other
things, the Debtor has failed to fully correct all of the
deficiencies which led to the denial of its original Section 1113
Motion.

Furthermore, while the Debtor attempts to provide the Court with
an update of its reorganization efforts, the statement of
financial position and growth opportunity seems to be based, in
multiple instances, on only the Debtor's speculative belief, Mr.
Middlebrook tells Judge Kishel.

Mr. Middlebrook says that, as the parties dive into yet a second
round of Section 1113 proceedings, what AMFA should realize and
understand is that without the cooperation and the backing of its
employees, the Debtor may be facing a different type of crisis so
severe that will threaten the Debtor's survival.

The Debtor needs a consensual agreement with AMFA and its other
unions in order to emerge from its bankruptcy case as a viable
entity, and that the parties can -- and should -- continue
efforts toward a consensual resolution, Mr. Middlebrook relates.

"The possibilities of job actions, mass quits and breach of
contract claims resulting from the rejection should not be viewed
as mere showmanship or idle threats, but rather as a harsh
reality that all party must recognize and comprehend," Mr.
Middlebrook says.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MESABA AVIATION: U.S. Trustee Wants Paydown Procedures Revoked
--------------------------------------------------------------
Habbo G. Fokkena, the U.S. Trustee for Region 12, asks the United
States Bankruptcy Court for the District of Minnesota to:

    (1) revoke the Rule 8(c) Procedure as to all professionals in
        the Debtor's case who were employed by Court approval;

    (2) direct all of the Debtor's professionals to file a motion
        with the Court for allowance of their fees and expenses,
        in accordance with Sections 330 and 331 of the Bankruptcy
        Code; and

    (3) prohibit the Debtor from paying an invoice of any
        professional employed by the estate without a Court order
        authorizing the payment.

Rule 8(c) of the Instructions for Filing a Chapter 11 Case for
the District of Minnesota provides that:

    "(c) Paydown Before Approval: All professionals who seek to
    take advantage of this procedure must include a request for
    such treatment in their retention application and provide
    evidence in their application of their agreement and ability
    to disgorge if the court so orders, as well as evidence that
    retention has been approved may be allowed to submit regular
    monthly bills to the Debtor and the Debtor may be authorized
    to pay up to 80% of  such fees and 100% of such costs, pending
    court approval of the fees.  The court will consider requests
    for early paydown at the time the retention is approved.
    Copies of all monthly bills shall be simultaneously sent to
    the Office of the United States Trustee.  The court may sua
    sponte or upon motion by any interest party revoke the right
    to this paydown procedure should circumstances in the case so
    warrant."

The U.S. Trustee asserts that circumstances of the Debtor's
Chapter 11 case justify the Court's revocation of the Rule 8(c)
procedures for paydown for all professionals employed by Court
approval, pursuant to Sections 327 and 328 of the Bankruptcy Code.

Sarah J. Wencil, trial attorney for the U.S. Trustee, recounts
that in the Debtor's renewed request to reject its collective
bargaining agreements, the Debtor stated that it is losing money
at the rate of approximately $2,000,000 to $3,000,000 per month,
and that the losses will result in the exhaustion of its cash by
the end of August 2006, unless it obtains DIP financing.

The Debtor further stated that its survival is contingent on the
Rejection Motion being granted.  In this case, Ms. Wencil says,
the Debtor is at risk of its work force striking or otherwise
leaving the Company.

As of June 15, 2006, the Debtor has failed to submit an
operating report to the U.S. Trustee for the months of April and
May 2006, Ms. Wencil tells the Court.  The U.S. Trustee and other
interested parties cannot verify the losses to the Debtor, nor
the rate of payments to professionals each month.

"The Debtor's case appears to be at significant risk of being
administratively insolvent," Ms. Wencil opines.

                            Responses

(A) Debtor

Will R. Tansey, Esq., at Ravich, Meyer, Kirkman, McGrath &
Nauman, in Minneapolis, Minnesota, argues that the U.S. Trustee
cannot contend that the Debtor is "at significant risk of being
administratively insolvent."

Mr. Tansey argues that while the Debtor acknowledges it's
currently experiencing losses of $2,000,000 to $3,000,000
monthly, the Debtor has sufficient cash to operate through August
2006 without the need for DIP financing.

Among others, Mr. Tansey submits that currently the Debtor:

    * owns substantially all of its assets free and clear of
      liens, including receivables and cash, other than amounts
      pledged to secure certain letters of credit;

    * is working diligently to reduce its operating costs either
      consensually or through the Court, and is also pursuing
      reasonable options to increase its revenue; and

    * subject to a thorough analysis and based on its schedules
      and the April operating report, the Debtor believes it has
      an approximate $20,000,000 liquidation value net of
      postpetition liabilities, and a current net liquidation
      value of at least $32,000,000.

The Debtor's assertion that it will be in need of operating
capital by the end of August assumes that the Debtor will be
obligated to maintain current levels of wages, benefits and other
operating costs, Mr. Tansey explains.

The Debtor is confident that it will achieve adequate reduction
in costs to substantially, if not completely, curb the current
monthly losses.

The Debtor refutes the U.S. Trustee's statement that it has no
way of monitoring the rate of the Debtor's monthly professional
payments because the Debtor provided the U.S. Trustee with all
professional invoices on a monthly basis.

The Debtor also asserts that it is fundamentally unfair for the
U.S. Trustee to single out professional fees.  There is no basis
to prefer ordinary course administrative claims to professionals'
administrative claims, Mr. Tansey says.

While the Bankruptcy Code provides more scrutiny of professional
fees, there is no basis supporting U.S. Trustee's attempt to
effectively subordinate payment of professionals, Mr. Tansey
adds.

Accordingly, Debtor asks the Court to deny the U.S. Trustee's
request.

(B) Creditors Committee

While the Official Committee of Unsecured Creditors recognizes
that the Debtor's financial position is serious, it does not
believe that the Debtor has reached the point of administrative
insolvency.

Among other things, the Creditors Committee says that it has been
working closely with the Debtor to secure a DIP financing that
should enable the Debtor to fund its reorganization and pay
administrative claims in full, including the allowed claims of
professionals.  The Committee expects that the Debtor will obtain
a commitment for DIP financing shortly that should alleviate the
U.S. Trustee's concerns.

The Creditors Committee also finds it unfair for the U.S. Trustee
to demand that the professionals retained in the Debtor's case
"fund the Debtor's reorganization by suspending payment of their
postpetition claims while other administrative creditors
continue to be paid in the ordinary course of business."

The outcome would be detrimental to the Debtor's chances to
reorganize, which would prejudice the interests of all creditors
and parties-in-interest, the Creditors Committee tells Judge
Kishel.

The Creditors Committee submits that so long as the Debtor
is not administratively insolvent, the Rule 8(c) procedures
should remain in place for all professionals.

(D) Mercer Management

Mercer Management Consulting, Inc., asserts that the U.S.
Trustee's request lacks substance and is based on speculation and
incomplete information.  The Motion inappropriately and unfairly,
punishes professionals in the Debtor's case, whose ongoing
services are crucial to a successful reorganization.

Mercer says the U.S. Trustee's Motion raises complex issues
regarding the Debtor's financial structure, current operations,
current viability, and future viability.  Yet, none of the
parties-in-interest who would be affected by the Motion have had
a fair opportunity to investigate and address the issues raised
by the U.S. Trustee.

                       About Mesaba Aviation

Headquartered in Eagan, Minnesota, Mesaba Aviation, Inc., dba
Mesaba Airlines -- http://www.mesaba.com/-- operates as a
Northwest Airlink affiliate under code-sharing agreements with
Northwest Airlines.  The Company filed for chapter 11 protection
on Oct. 13, 2005 (Bankr. D. Minn. Case No. 05-39258).  Michael L.
Meyer, Esq., at Ravich Meyer Kirkman McGrath & Nauman PA,
represents the Debtor in its restructuring efforts.  Craig D.
Hansen, Esq., at Squire Sanders & Dempsey, L.L.P., represents the
Official Committee of Unsecured Creditors.  When the Debtor filed
for protection from its creditors, it listed total assets of
$108,540,000 and total debts of $87,000,000.  (Mesaba Bankruptcy
News, Issue No. 19; Bankruptcy Creditors' Service, Inc., 215/945-
7000).


MICRON TECHNOLOGY: Earns $89MM of Net Income in 3rd Fiscal Qtr.
---------------------------------------------------------------
Micron Technology, Inc., reported $89 million net income on net
sales of $1.3 billion for its third quarter of fiscal 2006, ended
June 1, 2006.  For the first nine months of fiscal 2006,
the Company reported net income of $344 million on net sales of
$3.9 billion.

The Company's gross margin increased from 19 percent in the second
quarter to 25 percent in the third quarter due to increases in
DRAM pricing and production shifts to higher margin products
including CMOS image sensors.  Net sales of CMOS image sensors
increased 34 percent in the third quarter of fiscal 2006 while net
sales of Memory products increased slightly.  Imaging sales grew
to approximately 16 percent of the Company's net sales for the
third quarter of fiscal 2006 as a result of strong customer demand
for Micron's industry-leading Digital Clarity(TM) products.

Steven R. Appleton, Micron's chairman, CEO and president,
commented, "Micron continues to focus its resources on higher
margin product offerings in markets outside the traditional PC
DRAM arena.  For the first time, as a result of our successful
diversification efforts, sales of products other than PC DRAM
devices comprised a majority of Micron's sales."

In the third quarter, megabit average selling prices for DDR and
DDR2 memory products increased approximately 20 percent.  Megabit
sales of these products decreased approximately 15 percent
compared to the second quarter as production resources were
shifted to Imaging and NAND flash memory products.  Sales of NAND
flash memory products represented five percent of the Company's
total net sales in the third quarter of fiscal 2006.

At the end of the third quarter of fiscal 2006, the Company had
$2.8 billion in cash and short-term investments.  Approximately
$748 million of the cash and short-term investments are held at,
and anticipated to be used in the near term by, IM Flash and TECH
Semiconductor.  During the third quarter, the Company generated
$384 million in cash from operations and invested $417 million in
capital expenditures.  The Company anticipates capital additions
for fiscal year 2006 to be approximately $2.2 billion.

On June 21, 2006, the Company acquired all of the outstanding
common stock of Lexar Media, Inc., in a stock-for-stock merger.
Under the terms of the merger agreement, each outstanding share of
Lexar common stock was eligible to receive 0.5925 shares of common
stock of the Company.  The Company issued approximately 50 million
shares of common stock to former shareholders of Lexar.  The
aggregate purchase price reflected in the merger, including the
value of stock options converted from Lexar's employee stock
option plan, is expected to be approximately $900 million.  The
Company's fourth fiscal quarter revenue is not expected to
increase measurably as a result of the Lexar acquisition as the
Company will not recognize revenue from Lexar products in the
distribution channel at the June 21, 2006 acquisition date.

                    About Micron Technology

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

                         *     *     *

On Dec. 8, 2005, Moody's Investors Service revised its ratings
outlook on Micron Technology to stable (Corporate Family Rating at
Ba3).  Moody's affirmed these ratings:

   * Senior Implied rating at Ba3

   * Issuer rating at Ba3

   * Senior unsecured shelf registration rated at (P) Ba3

   * Subordinated shelf registration rated at (P) B2

   * $632 million 2.5% convertible subordinated notes due February
     2010 at B2

   * $210 million 6.5%, junior subordinated notes due September
     2005 at B2.


MINORA CORP: Voluntary Chapter 11 Case Summary
----------------------------------------------
Debtor: Minora Corporation, Inc.
        c/o Jerald R. Harper
        213 Texas Street
        Shreveport, Louisiana 71101

Bankruptcy Case No.: 06-11264

Debtor-affiliates filing separate chapter 11 petitions:

      Entity               Case No.
      ------               --------
      Canoco, Inc.         06-11262
      Merfin, Inc.         06-11263

Type of Business: The Debtors' affilate, CGC Apartments - Grimmett
                  Drive Development, LLC, filed for chapter 11
                  protection on May 30, 2006 (Bankr. W.D. La. Case
                  No. 06-10927).

                  Cindy G. Cimerring is the president of the
                  Debtors, and the common indirect owner of CGC
                  Apartments.

Chapter 11 Petition Date: July 11, 2006

Court: Western District of Louisiana (Shreveport)

Debtor's Counsel: Grant E. Summers, Esq.
                  Davidson, Jones & Summers, APLC
                  509 Market Street, Suite 800
                  Shreveport, Louisiana 71101
                  Tel: (318) 424-4342
                  Fax: (318) 226-0168

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

The Debtors did not file a list of their 20 largest unsecured
creditors.


ONEIDA LTD: Files Supplement to the First Amended Chapter 11 Plan
-----------------------------------------------------------------
Oneida Ltd. and its debtor-affiliates filed a supplement to their
First Amended Plan of Reorganization with the U.S. Bankruptcy
Court for the District of Delaware.

The Plan Supplement contains:

   (a) the Reorganized Debtors' by-laws;

   (b) the Reorganized Debtors' certificate of incorporation;

   (c) exit facility documents;

   (d) the promissory note to be issued to the Pension Benefit
       Guaranty Corporation;

   (e) stockholders' agreement;

   (f) identity and affiliations of any person proposed to serve
       on the initial boards of directors of the Reorganized
       Debtors and compensation if an insider;

   (g) number of shares of Reorganized Oneida Common Stock to be
       included in the management incentive plan;

   (h) revised projected consolidated balance sheet for the
       Reorganized Debtors as of July 29, 2006; and

   (i) revised projections related to the Reorganized Debtors
       (on a consolidated basis) for the fiscal years ended
       Jan. 27, 2007 through Jan. 29, 2011.

A full-text copy of the Plan Supplement is available for a fee at:

   http://www.researcharchives.com/bin/download?id=060711034355


                        Terms of the Plan

Under the Amended Plan, these claims are entitled to full
recovery:

   a) Secured Tranche A Claims;
   b) Other Secured Claims;
   c) Other Priority Claims;
   d) General Unsecured Claims; and
   e) Secured PBGC Claims.

Holders of Class 3 Secured PBGC Claims will receive a ratable
portion of the PBGC note, which:

   1. in the event Class 3 votes to accept the Plan, will be an
      unsecured variable interest promissory note in the
      principal amount of $3 million; or

   2. in the event Class 3 votes to reject the Plan, will be an
      unsecured non-interest-bearing promissory note in the
      principal amount of $3 million.

Holders of Class 2 Secured Tranche B Claims are expected to
recover 51% of their claims.  Holders of Secured Tranche B Claims
will receive, in the aggregate, shares of the Reorganized Debtor's
common stock equal to 100% of the issued and outstanding shares of
the Reorganized Debtor's common stock as of the effective date of
the Plan.  In case a holder is unable to hold shares, the holder's
designee will receive that number of shares of common stock equal
to the holder's ratable portion of the Tranche B Common Stock;
provided, however, that the number of Tranche B Common Stock
holders do not exceed 50.

Class 7 Specified Unsecured Claims will be discharged and each
holder will not receive or retain any distribution or property on
account of its claim.

Holders of Subordinated Claims and Oneida Equity Interests will
receive nothing under the Amended Plan.

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


ONETRAVEL INC: Files for Chapter 11 Protection in Texas
-------------------------------------------------------
OneTravel Holdings, Inc. and certain of its wholly-owned
subsidiaries, OneTravel, Inc., Farequest Holdings, Inc.,
Flightserv, Inc., and FS Tours, Inc. filed voluntary petitions
under Chapter 11, title 11 of the U.S. Bankruptcy Code in the U.S.
Bankruptcy Court for the Western District of Texas Midland
Division.  Interim debtor-in-possession financing has been
approved by the Bankruptcy Court.

The Troubled Company Reporter published a summary of the Debtors'
bankruptcy filing and a list of their 20 largest unsecured
creditors on July 11, 2006.

While under Chapter 11, OneTravel Holdings, Inc. plans to operate
its business in the ordinary course under the protection of the
bankruptcy court while seeking to work out a plan of
reorganization that is in the best interests of its customers,
employees, creditors and shareholders.

Effective as of the close of business on July 7, 2006, P. Roger
Byer, John T. Sicilian, James A. Verbrugge and J. Michael Carroll
resigned as directors of the Company; Jeffrey F. Willmott resigned
his positions as director and Chairman of the Company; and Ronald
L. Attkisson resigned his positions as director and Interim Chief
Executive Officer of the Company.

Edward J. Wegel was elected a director of the Company on July 7,
2006.  Mr. Wegel, who has been serving as Chief Restructuring
Officer of the Company since May 30, 2006, was elected as Chief
Executive Officer and President of the Company on July 10, 2006.
Philip A. Ferri, who has been serving as Chief Financial Officer
of the Company since April 28, 2005, was elected as Vice
President, Secretary and Treasurer of the Company on July 10,
2006.

Currently, Mr. Wegel is the sole director of the Company.  Mr.
Wegel is also the Chief Executive Officer, President and Chief
Restructuring Officer.  Mr. Ferri is the Chief Financial Officer,
Vice President, Secretary and Treasurer.  There are currently no
other executive officers of the Company.

                    About OneTravel Holdings

Headquartered in Atlanta, Georgia, OneTravel, Inc. --
http://www.onetravel.com/-- offers comprehensive travel and
lodging services.  The Company and its debtor-affiliates filed for
chapter 11 protection on July 7, 2006 (Bankr. W.D. Tex. Case Nos.
06-70084 to 06-70088).  Carol E. Jendrzey, Esq., at Cox Smith
Matthews, Inc., represents the Debtors.  When the Debtors filed
for protection from their creditors, they estimated assets and
debts between $1 million to $10 million.


ORCHARD AT HANSEN: Judge Hale Dismisses Case at Creditor's Behest
-----------------------------------------------------------------
The Hon. Harlin DeWayne Hale of the U.S. Bankruptcy Court for the
Northern District of Texas dismissed the chapter 11 case of
Orchard at Hansen Park, LLC, at GDW Capital Partners, LLC's
request.  GDW Capital is a creditor in the Debtor's case.

Judge Hale also approved HSM-Kennewick, L.P.'s request to strike
the Debtor's request to dismiss its chapter 11 case.

                       Debtor's Background

The Debtor was formed in June 2003 to construct and then own an
apartment complex in southeast Washington.  HSM - Kennewick, LP,
owns 90% of the common equity in the Debtor with WO Kenneywick LLC
having possession of the remaining 10%.

On March 3, 2006, HSM-Kennewick filed for chapter 11 protection in
the U.S. Bankruptcy Court for the Northern District of Texas.

                  GDW Capital's Motion to Dismiss

GDW Capital told that Court that it lent funds to the Debtor with
the equity holders giving the guarantee.  GDW Capital discloses
that the capital structure of the Debtor consists of:

    a. debt to the U.S. Bank in excess of $11 million;

    b. debt to GDW Capital in excess of $2.4 million; and

    c. debt to Wolff and trade claimants for significant
       additional sums.

GDW Capital reminded the Court that the Debtor's filing for
bankruptcy stemmed from a dispute over the capital structure of an
apartment complex in Washington State, governed by agreements in
Washington State, with the overwhelming majority of the principals
located in Washington State.  GDW Capital said that the only nexus
to this Court is the equity interest of HSM-Kennewick and the
Debtor.

GDW Capital argued that the case be dismissed citing that:

    a. the Debtor was not authorized to file the bankruptcy
       petition; and

    b. HSM-Kennewick had no authority to place the Debtor into
       bankruptcy.

GDW Capital contended that the Debtors sought to use the stay in
an offensive manner to prevent GDW Capital from exercising its
remedies by foreclosing on the equity interest pledged to GDW
behind the obligations of HSM-Kennewick and of the Debtor to
perform.  GDW Capital further contended that unlike a circumstance
where a company files for bankruptcy because it simply has no
capacity to pay, this appears to be a game of leverage exercised
by a sophisticated real estate investment group using bankruptcy
protections to avoid its obligations.

                 Debtor's Motion to Dismiss Case

The Debtor also asked the Court to dismiss its case citing:

    a. the bankruptcy petition was filed in bad faith;

    b. the filing of the bankruptcy petition was not authorized by
       the Debtor since not all members of the company consented
       to the filing.  The Debtor told the Court that WO
       Kenneywick, as the Debtor's manager, was not authorized to
       file a bankruptcy petition based on the limitations on the
       company's LLC agreement;

    c. HSM-Kennewick's filing of the "voluntary petition" for the
       company was not authorized by the Court in its pending
       bankruptcy case; and

    d. HSM-Kennewick is not the LLC manager of the Debtor.

                HSM-Kennewick's Motion to Strike

HSM-Kennewick asked the Court to strike the Debtor's motion to
dismiss its case disclosing that WO Kennewick did not have
authority to act on behalf of the Debtor.  HSM-Kennewick told the
Court that WO Kennewick's counsel, John Penn, Esq., at Haynes &
Boone, LLP, was hired by WO Kennewick after WO Kennewick was
terminated as manager for the Debtor.

HSM-Kennewick reminded the Court that the Debtor is represented in
its bankruptcy proceeding by John Mark Chevallier, Esq., at
McGuire, Craddock & Strother, P.C.  HSM-Kennewick contended that
its filing was authorized since it was the manager that replaced
WO Kennewick.

                     Judge Hale's Decision

HSM-Kennewick argued that if the its motion to strike is granted,
then the Court shouldn't also consider GDW Capital's motion to
dismiss since GDW Capital doesn't have standing to raise the issue
of the authority of HSM-Kennewick to authorize the filing of a
bankruptcy petition on behalf of Orchard at Hansen, as raised by
the Debtor in its motion.  HSM-Kennewick claimed that WO
Kennewick, the former manager, was removed by letter notice
earlier this year and that it is now the manager.

HSM-Kennewick further argued that it speaks for the Debtor and
that now only a member of the LLC may challenge the authority of
HSM to institute these proceedings.  HSM-Kennewick said that a
creditor such as GDW Capital may not advance the authority
argument because that argument is reserved for members of the
entity.

In his ruling, Judge Hale declares that HSM-Kennewick states the
general rule too broadly.  "In determining whether a creditor has
standing to seek a dismissal, the court should consider whether
the party raising the challenge has a stake in the case sufficient
to entitle it to be heard, taking into account the policies
underlying the principles it invokes and the scope of protections
intended to be afforded by those policies."  In re Gucci, 174
B.R. 401, 412 (Bankr. S.D.N.Y. 1994).  Other courts which have
looked at this issue have considered whether a party seeking
dismissal has a stake in the case sufficient to entitle it to be
heard.  In re Consolidated Auto Recyclers, Inc., 123 B.R.130, 138
(Bankr. D. Me. 1991); In re Giggles Restaurant, Inc., 103 B.R. 549
(Bankr. D.N.J. 1989);

Section 1109(b) of the Bankruptcy Code also permits "parties in
interest" including creditors, to "raise and [to] appear and be
heard on any issue in a case under [Chapter 11]."

Judge Hale says that in this case, the formation documents require
unanimous consent prior to the filing of a voluntary bankruptcy
case, which was not obtained.  GDW Capital is a large creditor in
this proceeding, probably second only to the first lien holder.
Further, GDW Capital holds a security interest on HSM-Kennewick's
interest in the Debtor and the record made at the hearing on the
motions suggests that all sides agree that there is equity above
the first lien amount, and that GDW Capital is "in the money."
Thus this gives GDW Capital a substantial stake in the proceedings
and standing to challenge the filing.

HSM-Kennewick argues that the Court should ignore the requirement
of unanimous consent because not all formalities have been
observed by the members. In re America Globus Corp. 195 B.R. 263
(Bankr. S.D.N.Y. 1996).

Judge Hale however says that the record suggests otherwise.  The
documents offered into evidence at the hearing suggest that the
members have attempted to comport with the corporate formalities.
The facts in the case are not very similar to America Globus.  In
that case, it was clear that all parties had ignored corporate
formalities for a long period.  Because the instant case was filed
without the unanimous consent of the members, it must be
dismissed.

Judge Hale says that although the case must be dismissed because
HSM-Kennewick does not have the consent of all members to file the
bankruptcy proceeding, the Court agrees with the Debtor's counsel
that this case cries out for bankruptcy relief.  Chapter 11 could
very well address most, if not all, the issues raised with
creditors and between members.  However, the possibility of
confirming a plan within a reasonable period of time, certainly
suggested in the record, does not overcome the legal hurdle of
unanimity required in the documents.

                   About Orchard at Hansen

Based in Dallas, Texas, Orchard at Hansen Park, LLC, is an
apartment community located in Kennewick, Washington.  Through its
manager, HSM-Kennewick LP, the Debtor filed for chapter 11
protection on May 19, 2006 (Bankr. N.D. Tex. Case No. 06-32016).
John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million but did not disclose its debts.


ORCHARD AT HANSEN: Equity Holder Wants Chapter 11 Case Reinstated
-----------------------------------------------------------------
HSM-Kennewick, L.P., a majority equity holder of The Orchard at
Hansen Park, LLC, asks the U.S. Bankruptcy Court for the Northern
District of Texas to vacate its order dismissing Orchard at
Hansen's chapter 11 case.

HSM-Kennewick owns 90% of the equity in the Debtor with WO
Kenneywick LLC holding the remaining 10%.

HSM-Kennewick discloses that after the Court dismissed the
Debtor's case, WO Kenneywick filed a Complaint for the Appointment
of a Receiver in order to immediately liquidate the Orchard
property, without seeking permission from the Court in HSM-
Kennewick's bankruptcy proceedings.

HSM-Kennewick says that WO Kenneywick filed that action claiming
to be "the rightful manager of Orchard," even though the Court has
appeared to indicate that this issue remains unresolved.

HSM-Kennewick contends that the request was filed without its
consent and that the Receivership Action was done in order to do
an "end run" around provisions of the Orchard LLC Agreement that
require HSM-Kennewick to consent to the sale of the Orchard
property.

HSM-Kennewick argues that whether or not WO Kenneywick is the
rightful manager of the Debtor, the agreement provides that there
must be a unanimous agreement to sell or liquidate the property.
HSM-Kennewick tells the Court that it has not and will not agree
to a liquidation or sale.

HSM-Kennewick also says that GDW Capital Partners, LLC, should not
be allowed to assert lack of authority.  GDW Capital is an
unsecured creditor in the Debtor's chapter 11 case but a secured
creditor in HSM-Kennewick's chapter 11 proceedings.  HSM-Kennewick
reminds the Court that it was GDW Capital's threat to foreclose
that precipitated the filing of the chapter 11 case.  HSM-
Kennewick contends that since the GDW note has matured, it must be
restructured.  GDW Capital however, did not consent to the
bankruptcy filing since its 45% owner, a Wolff affiliate, refused
to do so.

HSM-Kennewick further claims that WO Kenneywick has breached the
LLC Agreement and thus cannot enforce the unanimity clause.
In its request to dismiss the Debtor's case, WO Kenneywick cited
the unanimity provision to prevent the Debtor from filing for
bankruptcy, HSM-Kennewick says.  HSM-Kennewick tells the Court
that this same provision also blocks any move to liquidate or sell
the property.  HSM-Kennewick states that WO Kenneywick breached
the LLC Agreement by filing for a request for Receivership Action.

HSM-Kennewick says that by filing the Receivership Action
unilaterally and without even notice, WO Kenneywick has expressed
its intent to relinquish any rights it may have pursuant to the
LLC Agreement.

HSM-Kennewick concludes that since GDW Capital's motion to dismiss
is based on the enforcement of the unanimity provision, then if
that provision is waived, GDW Capital's motion to dismiss also
fails.

                   About Orchard at Hansen

Based in Dallas, Texas, Orchard at Hansen Park, LLC, is an
apartment community located in Kennewick, Washington.  Through its
manager, HSM-Kennewick LP, the Debtor filed for chapter 11
protection on May 19, 2006 (Bankr. N.D. Tex. Case No. 06-32016).
John Mark Chevallier, Esq., at McGuire, Craddock & Strother, P.C.,
represents the Debtor.  When the Debtor filed for protection from
its creditors, it estimated assets between $10 million and $50
million but did not disclose its debts.


OWENS CORNING: Asks Court to Approve Royal Indemnity Settlement
---------------------------------------------------------------
Owens Corning and Royal Indemnity Company are parties to an
agreement among a number of insurers and producers of asbestos-
containing products.  The agreement, commonly referred to as the
Wellington Agreement, provides a framework by which disputes
relating to coverage for asbestos-related claims would be
resolved.

By the mid-1990s, Owens Corning had consumed the products limits
of all its insurance policies issued by subscribing insurers to
the Wellington Agreement, including Royal.  J. Kate Stickles,
Esq., at Saul Ewing LLP, in Wilmington, Delaware, relates that
for many years, Owens Corning has been seeking confirmation from
its insurers that they will pay asbestos claims that are not
subject to the "products" limits of their policies.  The "non-
products" claims include claims involving alleged injury during
the course of Owens Corning's installation of asbestos-containing
materials.

Owens Corning and Royal disagree with respect to whether, and the
extent to which, Royal has further coverage obligations to Owens
Corning. The Debtors asserts that Royal continues to have
coverage obligations with respect to "non-products" claims
notwithstanding the exhaustion of the policies' "products"
limits.  Royal contends that the alleged "non-products" claims
are subject to the policy limits that have already been
exhausted.

On October 26, 2005, Owens Corning initiated an alternative
dispute resolution proceeding against Royal pursuant to the
Wellington Agreement, by which Owens Corning sought coverage for
"non-products" claims.  Subsequently Owens Corning and Royal
engaged in non-binding mediation with the assistance of David
Geronemus, a neutral third party.

On April 4, 2006, Owens Corning and Royal reached an agreement in
principle to settle their dispute concerning coverage for "non-
products" claims.   The parties later finalized the terms of
their settlement, pursuant to a Settlement Agreement effective
May 23, 2006.

The principal terms of the Settlement Agreement include:

   a. Royal will pay a monetary amount into an escrow account;

   b. Owens Corning and Royal will mutually release each other
      and their related entities from all claims relating to the
      excess liability policies issued by Royal to Owens Corning;

   c. Key terms of the Settlement Agreement are contingent on the
      entry of a final order confirming a plan of reorganization
      that includes an injunction pursuant to Section 524(g) of
      the Bankruptcy Code protecting, inter alia, Royal; and

   d. In the event that the Settlement Agreement becomes null and
      void -- for example, if a plan is confirmed by Final Order
      without a 524(g) Injunction -- Royal will be entitled to
      the prompt release and return of any payment previously
      made to the Escrow Account, and the parties will have
      restored all rights, defenses, and obligations relating to
      the excess liability policies issued by Royal to Owens
      Corning and the Wellington Agreement.

Pursuant to Rule 9019 of the Federal Rules of Bankruptcy
Procedure, the Debtors ask the Court to approve the terms of the
Settlement Agreement.

The Settlement enables the Debtors to avoid the expense, delay
and risk associated with further alternative dispute resolution
proceedings, Ms. Stickles says.

The Debtors believe that the Settlement Amount and timing of
payment is reasonable in light of the expenses, delays and risks
of ongoing coverage proceedings, and the fact that Owens
Corning's demands against Royal were premised on assertions of
future payment obligations by Royal.

In accordance with the confidentiality provisions of the
Settlement Agreement, the Debtors seek the Court's authority to
file the Agreement under seal.

"Safeguarding [the Settlement's] confidentiality advances the
interests of Owens Corning and Royal considerably by providing
them with greater flexibility in future negotiations and
settlements with third parties," Ms. Stickles states.

Owens Corning (OTC: OWENQ.OB) -- http://www.owenscorning.com/--  
manufactures fiberglass insulation, roofing materials, vinyl
windows and siding, patio doors, rain gutters and downspouts.
Headquartered in Toledo, Ohio, the Company filed for chapter 11
protection on Oct. 5, 2000 (Bankr. Del. Case. No. 00-03837).
Norman L. Pernick, Esq., at Saul Ewing LLP, represents the
Debtors.  Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered,
represents the Official Committee of Asbestos Creditors.  James J.
McMonagle serves as the Legal Representative for Future Claimants
and is represented by Edmund M. Emrich, Esq., at Kaye Scholer LLP.
(Owens Corning Bankruptcy News, Issue No. 134; Bankruptcy
Creditors' Service, Inc., 215/945-7000)


PIER 1 IMPORTS: Incurs $23.17 Mil. Net Loss in 1st Fiscal Quarter
-----------------------------------------------------------------
Pier 1 Imports, Inc., incurred a $23.17 million net loss on
$376.09 million of net sales for the quarter ending May 27, 2006,
the Company disclosed in a Form 10-Q filing with the Securities
and Exchange Commission.

Sales declines during the first quarter of fiscal 2007 were the
result of decreased customer traffic and competitive pressures in
the home furnishings sector.  Conversion rates during the quarter
were down compared to the previous fiscal year, while average
ticket amounts increased.  During the first quarter of fiscal
2007, the Company opened 14 and closed or relocated nine Pier 1
stores in the United States and Canada and opened two "store
within a store" locations in Mexico.

As of May 27, 2006, the Company's balance sheet reported
$1.12 billion in assets and $558.75 million in equity.

                 Liquidity and Capital Resources

The Company ended the first quarter of fiscal 2007 with
$235.2 million in cash and temporary investments compared to
$105.7 million a year ago.  Operating activities in the first
quarter of fiscal 2007 used $22.2 million of cash, primarily as a
result of the Company's net loss.  Inventory levels at the end of
the first quarter of fiscal 2007 were $357.3 million, down
$51.1 million or 12.5%, from inventory levels at the end of last
year's first quarter.  At the end of the first quarter of fiscal
2007, retail square footage increased 2.6% compared to the same
period last year, and inventory per retail square foot was $37, a
decrease from $44 per retail square foot in the prior year.  While
inventory levels at the distribution centers remained relatively
flat with last year, store-level inventories have declined
significantly as a result of the Company's efforts to create a
cleaner and less cluttered shopping environment in the stores.

In addition, the Company recently implemented a new rapid
replenishment process in its stores where more merchandise is now
held at the distribution centers rather than in stores and is
restocked quickly as merchandise sells.  This new process has
removed at least a week from the restocking time in stores and
helped to maintain the clean, contemporary look of the stores.

During the first three months of fiscal 2007, investing activities
provided $11 million compared to $3.6 million during the same
period last year.  Proceeds from the sale of The Pier provided
$15 million, partially offset by $3.4 million in cash held by
The Pier on the date of the sale.  Collections of principal
on beneficial interest in securitized receivables provided
$11 million compared to $17.6 million for the first quarter of
fiscal 2006.  Capital expenditures were $11.6 million in fiscal
2007 compared to $14 million in fiscal 2006, consisting primarily
of $4.2 million for fixtures, equipment, and leasehold
improvements for new and existing stores, $5 million for
information systems' enhancements and $2.4 million related to the
Company's distribution centers.  Capital expenditures for fiscal
2007 are expected to be $38 million to $40 million.  The Company
has revised its previous store opening and closing projections and
now plans to open approximately 35 new Pier 1 stores in the United
States and Canada during fiscal 2007 and plans to close or
relocate 45 to 50 Pier 1 stores and five Pier 1 Kids stores over
the same period.  In addition, the Company expects to open
approximately seven "store within a store" locations in Mexico and
Puerto Rico.  In March 2006, the Company began operating its new
distribution center in Tacoma, Washington, which is leased under
an operating lease.

Financing activities for the first three months of fiscal 2007
used a net $6.9 million of the Company's cash. Dividend payments
totaled $8.7 million for the first quarter of fiscal 2007, and
other financing activities, primarily the exercise of stock
options, provided net cash of $1.8 million.  At the end of the
first quarter, the Company's minimum operating lease commitments
remaining for fiscal 2007 were $177.7 million.  The present value
of total existing minimum operating lease commitments discounted
at 10% was $934.7 million at the fiscal 2007 first quarter-end.

Working capital requirements are expected to be funded from cash
generated from the operations of the Company, from funds received
in the prior year related to the issuance of convertible debt and
from borrowings against lines of credit.  The Company's bank
facilities include a $325 million credit facility, which is
secured by the Company's eligible merchandise inventory and
third-party credit card receivables.  This facility expires in
November 2010.  As of May 27, 2006, the Company had no outstanding
cash borrowings and approximately $115.7 million in letters of
credit utilized against the new secured credit facility, and the
borrowing base was $222.1 million, of which $106.4 million was
available for cash borrowings.

A full-text copy of the Quarterly Report is available for free at
http://ResearchArchives.com/t/s?d7e

Pier 1 Imports, Inc. (NYSE:PIR)  -- http://www.pier1.com/-- is a
specialty retailer of imported decorative home furnishings and
gifts with Pier 1 Imports(R) stores in 49 states, Puerto Rico,
Canada, and Mexico and Pier 1 kids(R) stores in the United States.

                         *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Standard & Poor's Ratings Services' 'B' corporate credit and 'B-'
unsecured debt ratings on Fort Worth, Texas-based Pier 1 Imports
Inc. remained on CreditWatch with negative implications.


PREDIWAVE CORP: Wants Until Dec. 10 to File Chapter 11 Plan
-----------------------------------------------------------
Prediwave Corporation asks the Honorable Randall J. Newsome of the
U.S. Bankruptcy Court for the Northern District of California in
Oakland to extend its exclusive period to file a plan of
reorganization until Dec. 10, 2006.

The Debtor also wants to extend its exclusive period to solicit
acceptances of that plan until Feb. 8, 2007.

During the first two months of its bankruptcy case, the Debtor was
busy with litigation matters concerning New World TMT Limited and
retaining new counsel, Jonathan S. Shenson, Esq., at Klee, Tuchin,
Bogdanoff & Stern LLP told the Court.

The Debtor's application to employ XRoads Solutions Group, LLC, as
its financial and restructuring advisor, is still pending before
the Bankruptcy Court.

XRoads will help the Debtor maximize the value of its business and
its technology for the benefit of creditors and the estate.
XRoads will also advise the Debtor on the development, negotiation
and implementation of a plan of reorganization.

XRoads needs time sufficient to develop a business plan, which
will ensure a feasible chapter 11 plan.

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


PREMIUM PAPERS: Auctioning All of PF Papers' Assets Tomorrow
------------------------------------------------------------
Premium Papers Holdco, LLC, and its debtor-affiliates will hold an
auction of substantially all of PF Papers, LLC's assets at 10:00
a.m. (Eastern Time) today, July 12, 2006, at:

               Young Conaway Stargatt & Taylor, LLP
               The Brandywine Building, 17th Floor
               1000 West Street
               Wilmington, DE 19801

Flambeau River Papers, LLC, is the stalking horse bidder with a
$2.7 million offer for the paper machine operations, de-inking
operations, pulping operations located in Park Falls, Wisconsin,
and certain non-contiguous real estate.

Should Flambeau River lose at the auction, the Debtors will pay it
a $102,000 break-up fee.

The Honorable Christopher S. Sontchi of the U.S. Bankruptcy Court
for the District of Delaware will consider approving the sale on
July 13, 2006.

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.


RADIOLOGIX INC: RGX Merger Spurs Moody's Shift to Stable Outlook
----------------------------------------------------------------
Moody's Investors Service changed the rating outlook for
Radiologix, Inc. to stable from negative following the
announcement that Primedex Health Systems, Inc. plans to acquire
RGX through a combination of cash, stock and the refinancing of
RGX's existing debt.  Total consideration to be paid is
$208 million including net debt of RGX of approximately
$126 million.

These ratings were affirmed:

   * $160 million, 10.5% senior unsecured notes due 2008, at B3
   * Corporate Family Rating, at B2.

The outlook has been changed to stable from negative because
Moody's believes the proposed combination is likely to be
completed.  Furthermore, if the transaction is completed and the
RGX debt is substantially repaid, Moody's will withdraw the
current ratings.

If, however, the transaction is not completed and a material
portion of the RGX debt remains outstanding, Moody's will
re-evaluate the outlook on RGX.

RGX is a leading provider of diagnostic imaging services, owning
and operating multi-modality diagnostic imaging centers that use
advanced technologies such as positron emission tomography,
magnetic resonance imaging, computed tomography and nuclear
medicine, as well as other modalities.  RGX owned or
operated 71 diagnostic imaging centers across 7 states as
of December 31, 2005.


RAPID PAYROLL: U.S. Trustee Appoints Three-Member Creditors Panel
-----------------------------------------------------------------
The U.S. Trustee for Region 16 appointed three creditors to serve
on an Official Committee of Unsecured Creditors in Rapid Payroll,
Inc.'s chapter 11 case:

   1. Columbia EDP Center, Inc.
      Attn: James Murphy
      P.O. Box 1423
      Columbia, MO 65205
      Tel: 573-474-8431
      Fax: 573-474-9506

   2. Brunskill Associates, Inc.
      Attn: Dena L. Brunskill
      74-200 Hwy. 111
      Palm Deser, CA 92260
      Tel: 760-779-1731 X-201
      Fax: 760-341-8210

   3. The Business Office, Inc.
      Attn: Denny Stockton
      Unit B-2
      20 North Main Street
      Manahawkin, NJ 08050
      Tel: 609-597-1155
      Fax: 609-597-2860

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 Orange, California, Rapid Payroll Inc., filed for
chapter 11 protection on May 4, 2006 (Bankr. C.D. Calif. Case No.
06-10631).  The firm of Robinson, Diamant & Wolkowitz, APC serves
as the Debtor's counsel.  On June 28, 2006, the Court authorized
the Debtor to hire the firm of Irell & Manella LLP as special
litigation counsel through and including August 31, 2006.  The
Official Committee of Unsecured Creditors has selected Marc J.
Winthrop, Esq. in Newport Beach, California, as its counsel.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


RAPID PAYROLL: Sec. 341(a) Meeting of Creditors Moved to July 19
----------------------------------------------------------------
The U.S. Trustee for Region 16 rescheduled the meeting of Rapid
Payroll, Inc.'s creditors to July 19, 2006, 10:00 a.m., at the
offices of the United States Trustee at Room 1-159, 411 W. Fourth
Street in Santa Ana, California.

The original schedule was at 10:00 a.m., on June 21, 2006.

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 office of the
Debtor under oath about the company's financial affairs and
operations that would be of interest to the general body of
creditors.

Headquartered in Orange, California, Rapid Payroll Inc., filed for
chapter 11 protection on May 4, 2006 (Bankr. C.D. Calif. Case No.
06-10631).  The firm of Robinson, Diamant & Wolkowitz, APC serves
as the Debtor's counsel.  On June 28, 2006, the Court authorized
the Debtor to hire the firm of Irell & Manella LLP as special
litigation counsel through and including August 31, 2006.  The
Official Committee of Unsecured Creditors has selected Marc J.
Winthrop, Esq. in Newport Beach, California, as its counsel.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


RAPID PAYROLL: CA Court Sets August 7 as Claims Filing Deadline
---------------------------------------------------------------
The U.S. Bankruptcy Court for the Central District of California
set Aug. 7, 2006 as the deadline for persons owed money by Rapid
Payroll, Inc. to file proofs of claim.

Claims arising from rejection of executory contracts or unexpired
leases must be filed 30 days after the date of entry of the order
authorizing the rejection or by Aug. 7, 2006, whichever is later.

Claims of governmental units must be filed before 180 days after
the date of the Order for Relief in the Debtor's case or by
Aug. 7, 2006, whichever is later.

Claims arising as the result of transfer avoidance pursuant to
chapter 5 of the Bankruptcy code must be filed 30 days after the
entry of judgment avoiding the transfer or by Aug. 7, 2006,
whichever is later.

The Debtor's schedules of claims are available for inspection from
9:00 a.m. to 4:00 p.m., Monday through Friday, at:

   The U.S. Bankruptcy Court
   Central District of California
   (Santa Ana Division)
   Suite 2030
   411 West Fourth St.
   Santa Ana, CA 92701

Headquartered in Orange, California, Rapid Payroll Inc., filed for
chapter 11 protection on May 4, 2006 (Bankr. C.D. Calif. Case No.
06-10631).  The firm of Robinson, Diamant & Wolkowitz, APC serves
as the Debtor's counsel.  On June 28, 2006, the Court authorized
the Debtor to hire the firm of Irell & Manella LLP as special
litigation counsel through and including August 31, 2006.  The
Official Committee of Unsecured Creditors has selected Marc J.
Winthrop, Esq. in Newport Beach, California, as its counsel.  When
the Debtor filed for protection from its creditors, it estimated
assets between $1 million and $10 million and estimated debts
between $10 million and $50 million.


REFCO INC: Dag Seim Wants Payment of $443,311 Severance from RCM
----------------------------------------------------------------
Dag Seim asks the Hon. Robert Drain of the U.S. Bankruptcy Court
for the Southern District of New York to direct Refco Capital
Markets, Ltd., to pay his $443,311 administrative expense claim
for postpetition severance.

Mr. Seim held a senior vice president position at RCM pursuant to
a letter agreement dated June 15, 2005, with the Debtor.

Mr. Seim's position was terminated after the Debtors filed for
bankruptcy, triggering the severance clause in the Agreement,
Nicholas F. Kajon, Esq., at Stevens & Lee, P.C., in New York,
relates.

According to Mr. Kajon, the Employment Agreement expressly
provides that Mr. Seim is entitled to:

   (1) $250,000 severance payment;

   (2) an additional $250,000 if terminated without cause during
       the first year of his employment, less any amounts
       received as salary from his start date to the date of
       termination.  Mr. Seim has received $104,166, leaving a
       balance due of $145,833; and

   (3) relocation expenses of $5,000 per month during his first
       year of employment, of which $12,521 has already been
       reimbursed, leaving a balance due of $47,478.

To date, neither RCM nor any of the other Debtors have paid Seim
the severance owed, despite repeated informal requests for
payment.

A claim for severance based on postpetition termination is
entitled to administrative expense priority in the Second
Circuit, Mr. Kajon reminds Judge Drain, citing Rodman v. Rinier
(In re W.T. Grant Co.), 620 F.2d 319 (2d Cir.), cert. denied, 446
U.S. 983 (1980); and Straus-Duparquet, Inc. v. Local Union No. 3,
Int'l Bhd. of Elec. Workers, 386 F.2d 649 (2d Cir. 1967).

Mr. Kajon also notes that Mr. Seim is the holder of customer
account No. 4622 with RCM.  The Seim Account had an $118,295
balance as of October 31, 2005, but has subsequently been frozen.

Because all legal and equitable interests with respect to the
Seim Account are held by Mr. Seim, Mr. Kajon contends that the
Seim Account cannot be property of RCM's estate under Section 541
of the Bankruptcy Code.

Mr. Seim reserves all rights and remedies concerning the Seim
Account, and may seek redress concerning the Account in a future
proceeding.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


REFCO INC: Chapter 11 Trustee Says Dag Seim's Claims are Unsecured
------------------------------------------------------------------
Marc S. Kirschner, the Chapter 11 Trustee of Refco Capital
Markets, Ltd., contends that Dag Seim's Claims are prepetition
general unsecured claims and not entitled to administrative
expense priority on these grounds:

   (i) Mr. Seim has failed to carry his burden of proof because
       he provided not a single fact to support his entitlement
       to administrative claim priority for the Claims.  He
       failed entirely to show -- among other things -- that he
       has provided any postpetition consideration that benefited
       the RCM estate, as required under Section 503(b) of the
       Bankruptcy Code and relevant case law in the Second
       Circuit, including:

       -- Trustees of Amalgamated Ins. Fund v. McFarlin's, Inc.,
          789 F.2d 98, 101 (2d Cir. 1986);

       -- In re Mammoth Mart, Inc., 536 F.2d 950, 954 (1st Cir.
          1976); and

       -- In re AppliedTheory Corp., 312 B.R. 225, 237-40 (Bankr.
          S.D.N.Y. 2004;

  (ii) The Claims are prepetition obligations under the
       Agreement, and so are prepetition claims for damages;

(iii) Straus-Duparquet, Inc. v. Local Union No. 3 Int'l
       Brotherhood of Elec. Workers (In re Straus-Duparquet,
       Inc.), 386 F.2d 649 (2d Cir. 1967) and Rodman v. Rinier
       (In re W.T. Grant Co.), 620 F.2d 319 (2d Cir. 1980), do
       not apply because the Severance Claim falls far outside
       the type of "severance pay" authorized by the Second
       Circuit in those cases; and

  (iv) Mr. Seim is not entitled to the Claims under the terms of
       the Employment Agreement.  Mr. Seim would only be entitled
       to the Severance Payment Claim in exchange for his signing
       RCM's standard Separation and Release Agreement.  However,
       Mr. Seim has submitted no evidence that he has executed
       RCM's standard Separation and Release Agreement.

The RCM Trustee is currently in the midst of extensive
negotiations of a global settlement that would resolve numerous
issues in the case, Jared R. Clark, Esq., at Bingham McCutchen
LLP, in New York, tells the U.S. Bankruptcy Court for the Southern
District of New York.  It is unclear at this time the amount of
administrative claims against the RCM estate and the funds
available to satisfy those administrative claims, among other
claims against the estate.  Immediate payment of the Claims, if
allowed administrative priority, would be premature and disruptive
to the administration of the assets of the RCM estate at this
critical period, Mr. Clark asserts.

                       About Refco Inc.

Based in New York, Refco Inc. -- http://www.refco.com/-- is a
diversified financial services organization with operations in
14 countries and an extensive global institutional and retail
client base.  Refco's worldwide subsidiaries are members of
principal U.S. and international exchanges, and are among the most
active members of futures exchanges in Chicago, New York, London
and Singapore.  In addition to its futures brokerage activities,
Refco is a major broker of cash market products, including foreign
exchange, foreign exchange options, government securities,
domestic and international equities, emerging market debt, and OTC
financial and commodity products.  Refco is one of the largest
global clearing firms for derivatives.

The Company and 23 of its affiliates filed for chapter 11
protection on Oct. 17, 2005 (Bankr. S.D.N.Y. Case No. 05-60006).
J. Gregory Milmoe, Esq., at Skadden, Arps, Slate, Meagher & Flom
LLP, represent the Debtors in their restructuring efforts.  Luc A.
Despins, Esq., at Milbank, Tweed, Hadley & McCloy LLP, represents
the Official Committee of Unsecured Creditors.  Refco reported
$16.5 billion in assets and $16.8 billion in debts to the
Bankruptcy Court on the first day of its chapter 11 cases.

Refco LLC, an affiliate, filed for chapter 7 protection on
Nov. 25, 2005 (Bankr. S.D.N.Y. Case No. 05-60134).  Refco, LLC, is
a regulated commodity futures company that has businesses in the
United States, London, Asia and Canada.  Refco, LLC, filed for
bankruptcy protection in order to consummate the sale of
substantially all of its assets to Man Financial Inc., a wholly
owned subsidiary of Man Group plc.  Albert Togut, the chapter 7
trustee, is represented by Togut, Segal & Segal LLP.

On April 13, 2006, the Court appointed Marc S. Kirschner as Refco
Capital Markets Ltd.'s chapter 11 trustee.  Mr. Kirschner is
represented by Bingham McCutchen LLP.  RCM is Refco's operating
subsidiary based in Bermuda.

Three more affiliates of Refco, Westminster-Refco Management LLC,
Refco Managed Futures LLC, and Lind-Waldock Securities LLC, filed
for chapter 11 protection on June 6, 2006 (Bankr. S.D.N.Y. Case
Nos. 06-11260 through 06-11262).  (Refco Bankruptcy News, Issue
No. 34; Bankruptcy Creditors' Service, Inc., 215/945-7000).


SAINT VINCENTS: Tort Panel's August 1 Bar Date Motion Fails
-----------------------------------------------------------
For reasons stated in open court, the Honorable Adlai S. Hardin,
Jr., denies the request of the Official Committee of Tort
Claimants of Saint Vincents Catholic Medical Centers of New York
and its debtor-affiliates to fix Aug. 1, 2006, as the last day and
time by which Medical Malpractice Claims against the Debtors must
be filed.

As reported in the Troubled Company Reporter on July 3, 2006, the
Tort Panel pointed out that the establishment of a second bar date
for the holders of prepetition medical malpractice claims has been
granted in a similar hospital bankruptcy proceeding in the
Bankruptcy Court for the Northern District of New York.

The Tort Panel asserted that fixing the Second Bar Date was
justified because:

    1) Since the passage of the First Bar Date numerous motions
       have been filed by Medical Malpractice Claimants seeking
       the Court's authority to file late proofs of claim
       pursuant to Rule 9006(b) of the Federal Rules of
       Bankruptcy Procedure;

    2) Attorneys representing Medical Malpractice Claimants who
       have yet to initiate lawsuits may not have received actual
       notice of the First Bar Date.  These attorneys have only
       received constructive notice, if they received any notice
       at all;

    3) Medical Malpractice Claimants may have only recently sought
       legal advice and been provided with the necessary films or
       records from the Debtors' facilities.  As a result, more
       Medical Malpractice Claimants have been discovered since
       the First Bar Date; and

    4) Medical Malpractice Claimants and their counsel may have
       contacted the Debtors prior to the First Bar Date.  In many
       instances, the contact would, as a matter of law, be
       considered sufficient to qualify as an "informal proof of
       claim."

The Tort Committee also proposed that:

    (a) the Second Bar Date apply solely to Medical Malpractice
        Claims, without prejudice, to any individual Medical
        Malpractice Claimant's right to seek further extension;

    (b) the Debtors, in consultation with the Tort Committee,
        provide actual, written notice to all known Medical
        Malpractice Claimants and their counsel; and

    (c) in accordance with Rule 9008 of the Federal Rules of
        Bankruptcy, the Debtors, in consultation with the Tort
        Committee, publish the Notice once at least 30 days before
        the Second Bar Date on the Web site associated with the
        New York State Trial Lawyers Association at
        http://www.nystla.org/

The Debtors objected to the Tort Panel's move and argued that the
Tort Committee has failed to demonstrate cause for a wholesale
extension of the deadline for filing proofs of claim pursuant to
Bankruptcy Rule 3003(c)(3) for all Medical Malpractice Claimants
or, equally important, that individual requests for relief from
the Bar Date cannot be handled appropriately on an individual
basis.  They stressed there was no legal or factual basis to
impose a new, Medical-Malpractice-Claimant-only bar date, the
Debtors assert.

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. 29
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SAINT VINCENTS: Proposes Key Employee Compensation Program
----------------------------------------------------------
Saint Vincents Catholic Medical Centers of New York and its
debtor-affiliates ask the U.S. Bankruptcy Court for the Southern
District of New York for permission to implement a key employee
compensation program pursuant to Sections 363(b) and 105(a) of the
Bankruptcy Code.  The Debtors anticipate that the program will
encourage the retention of and performance by certain of their
permanent employees.

The KECP pays employees based on whether they are in one of three
groups:

    (1) Leadership -- primarily corporate executives plus the
        executive directors of core operations;

    (2) Key staff in operations that the Debtors intend to
        reorganize -- includes vice presidents, directors
        and managers; and

    (3) Key staff in operations that the Debtors intend to
        divest -- includes vice presidents and directors.

Approximately 49 employees are covered under the KECP:

                  No. of                             Potential
    Groups       Employees       Total Salary          Payout
    -------      ---------       ------------        ----------
    Group 1          7             $2,340,398          $365,800
    Group 2         29              4,426,558         1,770,623
    Group 3         13              1,847,909           184,791
    -----------------------------------------------------------
    TOTAL           49             $8,614,865        $2,321,214
    ===========================================================

Andrew M. Troop, Esq., at Weil, Gotshal & Manges LLP, in New
York, asserts that the KECP should be approved because:

    (a) It is necessary to ensure that the Key Employees will
        continue to provide essential managerial and other
        required services to the Debtors and their patients during
        their ongoing financial and operational restructuring;

    (b) The cost of the proposed KECP is relatively small, as a
        percentage of the Debtors' total annual revenue and as a
        percentage of the Debtors' total salary expenditure; and

    (c) It has been carefully constructed to enhance the Debtors'
        reorganization efforts by rewarding the Key Employees for
        (i) remaining with the Debtors during a time of downsizing
        and divestiture, and (ii) helping with those efforts.

Moreover, Mr. Troop notes that the KECP will help eliminate the
substantial costs that would necessarily be incurred if the
Debtors were required to replace the Key Employees.  Mr. Troop
adds that the KECP will help the Debtors maintain the value the
Key Employees bring to the Debtors and their operations.  Among
other things:

    * The Debtors will be able to continue to realize value from
      the significant time and resources they incurred in
      recruiting, training and retaining their Key Employees;

    * The Debtors will mitigate the domino effect of additional
      employee departures that can accompany the loss of a
      particular Key Employee;

    * The Debtors will retain access to important institutional
      knowledge, including a large degree of intellectual
      property, which would be difficult to replace through the
      outside job market; and

    * The Debtors will lessen the chance of losing key contacts
      with vendors and government and regulatory agencies that
      sometimes accompanies the loss of Key Employees.

Mr. Troop tells the Court that the Official Committee of
Unsecured Creditors has reviewed the KECP, and supports the
Debtors' request.

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. 29
Bankruptcy Creditors' Service, Inc., 215/945-7000)


SBARRO INC: Moody's Lifts Junk Rating on $225 Million Sr. Notes
---------------------------------------------------------------
Moody's Investors Service upgraded both the corporate family and
senior unsecured ratings of Sbarro, Inc. to Caa1 from Caa2 while
at the same time changed the ratings outlook to positive from
negative.

The rating actions reflect Sbarro's improved operating performance
in fiscal 2005 and year-to-date highlighted by positive same store
sales growth and a steadily expanding franchisee base. The ratings
remain constrained by:

   1) weak credit metrics stemming primarily from high financial
      leverage,

   2) limited financial flexibility and access to alternate
      liquidity,

   3) intense competition within the pizza segment of the
      restaurant industry, and

   4) seasonality of revenues and cash flow driven largely by
      shopping mall traffic.

Ratings upgraded with a positive outlook:

   * Corporate family and senior unsecured ratings to Caa1 from
     Caa2

   * $255 million senior unsecured notes maturing in 2011 to Caa1
     from Caa2

Moody's previous rating action on Sbarro was in November of 2003
when the corporate family and senior unsecured ratings were
lowered to Caa2 and the outlook moved to negative due to declining
sales, negative free cash flow generation and the termination of
its revolving credit facility due to perpetual covenant
violations.

Sbarro, Inc. headquartered in Melville, New York, is a leading
quick service restaurant chain that serves Italian specialty
foods.  As of April 23, 2006, the company owned and operated 482
and franchised 491 restaurants worldwide under brand names such as
"Sbarro,", "Umberto's," and "Carmela's Pizzeria".  Total revenues
for fiscal 2005 were approximately $348 million.


SCIENCE DYNAMICS: March 31 Balance Sheet Upside Down by $1.3 Mil.
-----------------------------------------------------------------
Science Dynamics Corporation incurred a $49,676 net loss for the
three months ended March 31, 2006, in contrast to the $789,562 net
loss reported for the three months ended March 31, 2005.

Sales were $1,341,807 during the three months ended March 31,
2006, compared to $874,570 for the three months ended March 31
2005, representing an increase of $467,237 or 53.4%.

At March 31, 2006, the Company's balance sheet showed $4,483,845
in total assets, $85,758 minority interest and $5,725,426 in total
liabilities resulting in a $1,327,339 stockholders' deficit.

A full-text copy of the Company's quarterly report is available
for free at http://researcharchives.com/t/s?d86

                     Subscription Agreements

Between April 14, 2006 and May 22, 2006, the Company entered into
subscription agreements with various accredited investors pursuant
to which the Company sold an aggregate of 23,231,733 shares of
common stock and warrants to purchase 11,615,867 shares of common
stock.

The Securities were sold as Units, with each Unit consisting of
100 shares of common stock and warrants to purchase 50 shares of
common stock with an exercise price of $0.12 per share and
exercisable for a period of five years from issuance.

                          Laurus Default

Laurus Master Fund, Ltd., has agreed to waive each Event of
Default pursuant to that certain Secured Convertible Term Note
dated February 11, 2005, between Laurus and the Company.  The
defaults arose under Section 4.1 of the Note as a result of the
failure of the Company to comply with: (i) Section 1.2 of the Note
from January 1, 2006 through May 1, 2006 (overdue principal), and
(ii) Section 1.1(a) of the Note from March 1, 2006 through April
1, 2006 (overdue interest).

                       Going Concern Doubt

Peter C. Cosmas Co., CPA, in New York, raised substantial doubt
about Science Dynamics' ability to continue as a going concern
after auditing the Company's consolidated financial statements for
the year ended Dec. 31, 2005.  The auditor pointed to the
Company's losses from operations and working capital deficit.

                     About Science Dynamics

Headquartered in Pennsauken, New Jersey, Science Dynamics Corp.
-- http://www.scidyn.com-- develops geospatial systems in the
United States.  It operates in two divisions, Technology Services
and Technology Products.  Also, the company offers architecture
software to provide users to manage applications in a secure
environment.


SILICON GRAPHICS: Gets Okay to Assume D.E. Shaw Development Pact
----------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York
gave Silicon Graphics, Inc., and its debtor-affiliates permission
to assume an amended development agreement.

As reported in the Troubled Company Reporter on June 27, 2006,
Silicon Graphics and D.E. Shaw Research, LLC, formerly known as
D.E. Shaw Research and Development, LLC, are parties to a
development and purchase agreement, pursuant to which Silicon
Graphics agreed to design and develop certain hardware and other
related materials for D.E. Shaw.

Shai Y. Waisman, Esq., at Weil, Gotshal & Manges LLP, in New York,
asserted that the assumption of the Development Agreement is
economically beneficial from all perspectives and clearly
constitutes an appropriate and reasonable exercise of the Debtors'
business judgment.  As a result of the Amendment, Silicon Graphics
will:

    (a) receive $1,050,000 from D.E. Shaw and no cure payment will
        be required to effectuate assumption of the Development
        Agreement;

    (b) be relieved of the obligation to satisfy the three
        remaining milestones and will be spared the costs
        necessary to comply with it, including, manufacturing
        costs and engineering professional fees.

        In light of its untimely satisfaction of the fifth
        Milestone Date, Silicon Graphics will be eligible for
        payment at 50% of the originally contemplated rate if it
        were to complete the three remaining milestones.  Due to
        anticipated delays associated with completion of the
        Hardware, it is unlikely that Silicon Graphics will be
        able to timely satisfy the remaining Milestone Dates, and
        thus, will not qualify for an additional 25% payment for
        satisfaction of the remaining Milestone Dates;

    (c) still receive the Licensing Fee, albeit at a slightly
        reduced rate, without satisfying all of the milestones;

    (d) be able to comply fully with the Development Agreement and
        D.E. Shaw will have no claim for damages; and

    (e) be paid for engineering services provided to D.E. Shaw in
        furtherance of the Hardware project at the rate of $200
        per hour for up to a maximum of 200 hours.

                      About Silicon Graphics

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


SKIN NUVO: Court Confirms 3rd Amended Joint Plan of Reorganization
------------------------------------------------------------------
The Honorable Gregg W. Zive of the U.S. Bankruptcy Court for the
District of Nevada confirmed the Third Amended Joint Plan of
Reorganization filed by Skin Nuvo International, LLC, and its
debtor-affiliates.

Judge Zive determined that the Plan complies with the 13 standards
imposed by Section 1129(a) of the Bankruptcy Code.

The Debtors have consummated the sale of substantially all of
their tangible assets.  The Debtors say that a portion of the sale
proceeds have already been used to pay costs of administering
their chapter 11 cases including the costs of maintaining the
Debtors' respective business operations pending those sales.  As a
result, the Debtors will not have any business operations.

                        Terms of the Plan

The Plan provides for the liquidation of the business and
distributions of the cash sale proceeds in accordance with the
priorities under the Bankruptcy Code.  Under the plan, any
remaining assets will also be liquidated and distributed, as will
estate assets, including avoidance actions and other causes.  The
plan also appoints Greg Murray as chief executive officer of the
Reorganized Debtor.  Mr. Murray will have the authority to take
all actions necessary to effectuate the plan.

                       Treatment of Claims

Under the Plan, only Allowed Customer Claims are unimpaired.
Allowed Customer Claims, estimated to be $12 million, will be paid
the value of their claims in services to be provided by GRF
Delaware MedSpa Holdings, LLC, which has assumed the obligation to
provide those services.

Allowed Priority Unsecured Claims will:

    (i) be paid in one cash payment on the later of:

         (1) the effective date (or as soon as reasonably
             practicable thereafter) and

         (2) 15 business days following the date the Claim is
             allowed by Final Order, or

   (ii) receive such other less favorable treatment that may
        be agreed upon in writing by the Chief Executive Officer
        and such holder.

If cash is insufficient to pay Allowed Priority Unsecured Claims
in full, the holders of these claims will be paid on a pro rata
basis.  If a Buyer has assumed a claim, the holder of the claim
will look solely to the Buyer for payment and will receive nothing
from the Debtors or the estates.

Secured Creditors, holding an estimated $1.8 million of claims
will have their collateral returned, except Syneron Inc.  Syneron
will receive the return of the Syneron Equipment and will have an
Allowed Secured Claim of $2,239,733.02 and an Allowed Unsecured
Claim of $300,000.  Deficiency in the claims will be treated as an
Allowed General Unsecured Claim.

Holders of Allowed General Unsecured Claims, estimated to be $39
million, will receive a Pro Rata share of the Sale Proceeds and
Estate Assets.  Holders having claims of less than $50 will
receive nothing under the plan.

Allowed Insurance Claims, estimated to be $10 million, will
receive a Pro Rata share of the Sale Proceeds and Estate Assets.
Holders of Allowed Insurance Claims having claims of less than $50
will receive nothing under the plan.

Holders of Allowed Subordinated Claims and Allowed Interests will
receive nothing under the Plan.

A full-text copy of the confirmed Plan is available for a fee
at http://www.researcharchives.com/bin/download?id=060711215122

                         About Skin Nuvo

Headquartered in Henderson, Nevada, Skin Nuvo International, LLC,
dba Nuvo International, LLC, and dba A&E Aesthetics, LLC --
http://www.nuvointernational.com/-- specializes in offering
progressive anti-aging treatments and top quality products and the
first medical cosmetic company to launch a chain of retail skin
care clinics in shopping malls throughout the United States.
Keith M. Aurzada, Esq., at Hance Scarborough Wright Ginsberg &
Brusilow, LLP and Nile Leatham, Esq. & James B. MacRobbie, Esq.,
at Kolesar & Leatham, Chtd., represent the Debtors.  The Company
and its debtor-affiliates filed for chapter 11 protection on
March 7, 2005 (Bankr. D. Nev. Case No. 05-50463).  When the
Debtors filed for protection from their creditors, they estimated
assets and debts of $10 million to $50 million.


SOUTHERN CABLE: Voluntary Chapter 11 Case Summary
-------------------------------------------------
Debtor: Southern Cable Service, LLC
        925 Eastern Valley Road
        Bessemer, Alabama 35020
        Tel: (205) 426-3432

Bankruptcy Case No.: 06-02407

Type of Business: The Debtor owns, operates and manages cable
                  communications networks serving smaller cities
                  and towns in Alabama.

Chapter 11 Petition Date: July 11, 2006

Court: Northern District of Alabama (Birmingham)

Debtor's Counsel: Robert L. Shields, III, Esq.
                  The Shields Law Firm
                  2025 Third Avenue North, Suite 301
                  Birmingham, Alabama 35203
                  Tel: (205) 323-0010
                  Fax: (205) 322-8385

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

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


ST. LOUIS INDUSTRIAL: S&P Lowers $2.2 Million Bonds' Rating to B
----------------------------------------------------------------
Standard & Poor's Ratings Services lowered its rating on St. Louis
Industrial Development Authority (Centenary Towers Apartments
project), Mo.'s $2.2 million housing revenue bonds series 1997 to
'B' from 'BB'.  The outlook is stable.

The downgrade reflects:

   * the continued decline in the debt service coverage to 0.86x
     maximum annual debt service;

   * a poor Standard & Poor's site visit ranking of 4.8; and

   * no rental increase in 2005.

The audited financial statements for fiscal 2005 indicate that the
debt service coverage has declined to 0.86x from 0.93x in fiscal
2004.  Year-to-date financial statements through April 2006
indicate that the coverage may further decline to 0.82x.

Average net rent for the project for fiscal 2005 has improved
marginally to $483 per unit per month from $481 per unit per
month.  However, annual expenses per unit for the fiscal 2005 are
at $4,091, up from $3,867 in fiscal 2004.  The expense ratio for
fiscal 2005 has weakened slightly to 66% from 63% for fiscal 2004.
This is due to a 20% increase in maintenance and repair expenses
and a 13% increase in utilities expense.  These increases are
somewhat offset by a decrease in payroll expenses.

Debt per unit was $21,950 as of Dec. 31, 2005.  Average physical
occupancy remains strong at the property.


TDE GROUP: Case Summary & 20 Largest Unsecured Creditors
--------------------------------------------------------
Debtor: TDE Group, Inc.
        30505 Bainbridge Road, Suite 195
        Solon, Ohio 44139

Bankruptcy Case No.: 06-12890

Type of Business: The Debtor produces molded aluminum products and
                  offers aluminum and zinc die casting and
                  machining services.
                  See http://www.tdegroup.com/

Chapter 11 Petition Date: July 10, 2006

Court: Northern District of Ohio (Cleveland)

Judge: Randolph Baxter

Debtor's Counsel: Frederic P. Schwieg, Esq.
                  Cowden Humphrey Nagorney & Lovett
                  50 Public Square, Suite 1414
                  Cleveland, Ohio 44113
                  Tel: (216) 241-2880 Ext. 133
                  Fax: (216) 241-2881

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

Estimated Debts:  $1 Million to $10 Million

Debtor's 20 Largest Unsecured Creditors:

   Entity                        Nature of Claim     Claim Amount
   ------                        ---------------     ------------
AL Adams Group, LLC              Loans and Advances      $142,695
30505 Bainbridge Road, Suite 195
Solon, OH 44139

Metal Masters                                             $86,899
9083 Idlewood Drive
Mentor, OH 44060-6429

Ohio State Treasurer                                      $76,507
Ohio Department of Taxation
P.O. Box 16560
Columbus, OH 43216

Allied Metal Co.                                          $63,434
135 South LaSalle
Department 3036
Chicago, IL 60674-3036

Commercial Alloys Corp.                                   $41,667
P.O. Box 92314
Cleve3land, OH 44193

Meaden & Moore                                            $33,850

Bureau of Workers Compensation                            $26,273

South Kentucky                                            $19,560
Rural Electric

City of Somerset - KY             Gas, Water and          $18,604
                                  Sewer

Multi Products                                            $16,326

Dominion East Ohio                                        $14,543

Treasurer KYS UI                                          $14,204

Roetzel & Andress                                         $12,662

Dal-R's                                                   $11,826

Monticello Tool & Die                                      $9,285

Kentucky State Treasurer          Withholding Taxes        $8,279

E.A. Aluminum Corp.                                        $8,000

Humana Health Plan                                         $7,775

Rick Vanderkay                                             $7,756

Boswell Contracting                                        $7,507


UAP HOLDING: Earns $58.3 Million in First Fiscal Quarter
--------------------------------------------------------
UAP Holding Corp.'s sales for first quarter of fiscal 2007
that ended on May 28, 2006, increased by three percent to
$1.398 billion, compared to $1.356 billion for the same period
last year.  The recent acquisition of the remaining 50 percent
interest in UAP Timberland, a distributor that sells primarily
chemicals to the timber and vegetation management markets,
contributed approximately $27 million of sales that were not
included last year.

First quarter net income was $58.3 million compared to net income
of $49.4 million in the same period last year.

First quarter sales of seed increased to $321.6 million -- up 16
percent from $276.3 million for the same period last year.  The
increase was due to volume growth in both third party and
proprietary brands of corn, cotton, and soybeans, and higher
prices due to increased sales of seed with enhanced traits.

Sales of chemicals in the first quarter decreased slightly to
$714.0 million from $723.5 million in the same period last year.
The acquisition of UAP Timberland contributed approximately
$24 million to chemical sales that were not included last year.
Excluding that acquisition, chemical sales declined, primarily due
to lower fungicide and herbicide sales.  Fungicide sales were
lower due to decreased demand for those products that control
Asian Soybean Rust.  Overall herbicide sales declined due to the
continued adoption of seed varieties with Roundup Ready technology
traits.  This was partially offset by a corresponding sales volume
increase in glyphosate herbicides.  Insecticide sales were
slightly lower than last year due to the wider adoption of insect
tolerant corn.  Sales of chemicals for seed treatment were higher
as growers trend towards increasing purchases of seed protection
products to protect their investment in seed.

Sales of fertilizer in the first quarter decreased slightly to
$334.3 million from $336.4 million in the same period last year.
This reduction was due to lower sales volume, which was partially
offset by increased unit prices compared to last year.  The
Company believes higher prices caused some of its customers to
reduce fertilizer purchases compared to the same period last year.

Gross profit grew to $185.6 million in the first quarter compared
to $169.2 million for the same period last year.  The increase in
gross profit was due primarily to the timing of vendor rebate
income.  Due to changes in vendor rebate programs and enhanced
rebate tracking ability, rebate income recognized in the fiscal
first quarter was approximately $18.7 million higher compared to
the same period last year.  Last year, these additional rebates
were recognized later in the fiscal year.  Adjusted for rebate
timing, gross profit for the first quarter would have been
approximately $166.9 million, a decrease from last year.  This
decrease was due primarily to lower fertilizer sales volumes,
which were partially offset by gains from increased seed sales.

"This was a challenging quarter but we are pleased with our
ability to work with our customers to meet their needs while
creating value for our shareholders," said L. Kenny Cordell, UAP
Holding Corp.'s president and chief executive officer.

In the first quarter, average trade working capital decreased to
$329.6 million on a twelve month trailing average basis.  Average
trade working capital as a percentage of sales improved to 11.9
percent from 14.5 percent in fiscal first quarter 2006.  "We are
pleased with the improvement on the balance sheet.  On June 1,
2006, the Company successfully completed the previously announced
debt refinancing, which provides us with a more flexible capital
structure," said David W. Bullock, UAP Holding Corp.'s chief
financial officer.

                            Guidance

The company traditionally has more than 75 percent of annual net
sales occur in the first and second fiscal quarters of the year.

               UAP Holding Corp. Revenue Breakout

    Net Sales                Q1            Q1           %
    (millions)              2007          2006         Chg
    ----------              ----          ----         ---
    Chemical               $714.0        $723.5       (1)%
    Fertilizer              334.3         336.4       (1)%
    Seed                    321.6         276.3        16%
    Other                    28.2          20.7        36%
    Total                $1,398.0      $1,356.9         3%

                        About UAP Holding

UAP Holding Corp. (Nasdaq: UAPH) -- http://www.uap.com/-- is the
holding company of United Agri Products, Inc., the largest
independent distributor of agricultural and non-crop inputs in the
United States and Canada.  United Agri Products markets a
comprehensive line of products, including crop protection
chemicals, seeds and fertilizers, to growers and regional dealers.
United Agri Products also provides a broad array of value-added
services, including crop management, biotechnology advisory
services, custom blending, inventory management and custom
applications of crop inputs.  United Agri Products maintains a
comprehensive network of approximately 330 distribution and
storage facilities and three formulation and blending plants,
strategically located throughout the United States and Canada.

                          *     *     *

As reported in the Troubled Company Reporter on May 8, 2006,
Moody's Investors Service upgraded UAP Holding Corp.'s corporate
family rating to Ba3 from B1.  Moody's also assigned a Ba2 rating
to United Agri Products, Inc.'s proposed senior secured $675
million revolving credit due 2011.  UAP's proposed $175 million
senior secured term loan due 2012 was assigned a Ba3 rating.


URBAN IMPROVEMENT: Cash Flow Spurs Auditor's Going Concern Doubt
----------------------------------------------------------------
Urban Improvement Fund Limited's auditor, D'Arcangelo & Co., LLP,
expressed substantial doubt about the Company's ability to
continue as a going concern after auditing the Company's financial
statements for the year ending Dec. 31, 2005.

D'Arcangelo pointed to the Company's significant cash flow and
operating difficulties.

The Company incurred a $850,813 net loss on $228,380 of revenues
in 2005.  As of Dec. 31, 2005, the Company's balance sheet showed
$9,775,199 in assets and $97,642 in partnership interest.

The Company burned $1,131,515 of its cash in 2005, ending the year
with a $215,49 cash balance.

A full-text copy of the Company's Annual Report in Form 10-KSB is
available for free at http://ResearchArchives.com/t/s?d7f

Urban Improvement Fund Limited's business is to hold limited
partnership interest in local limited partnerships, each of which
owns and operates a multifamily rental housing property, which
receives one or more forms of assistance from the federal
government.  There is a local general partner for each Local
Limited Partnership and the Partnership is the principal limited
partner.  As a limited partner, the Partnership's liability for
obligations of the Local Limited Partnerships is limited to its
investment, and the Partnership does not exercise control over the
activities of the Local Limited Partnerships in accordance with
the partnership agreements.


USG CORP: Asks Court to Okay Several Pre-Confirmation Settlements
-----------------------------------------------------------------
Throughout their Chapter 11 cases, USG Corporation and its
debtor-affiliates worked diligently to settle and resolve as many
disputed claims as possible before a hearing on confirmation of
the Debtors' First Amended Joint Plan of Reorganization, Karen
McKinley, Esq., at Richards, Layton & Finger, P.A., in Wilmington,
Delaware, relates.

Before the Plan became effective on June 20, 2006, many
settlements were finalized pursuant to Court-approved settlement
procedures or by filing motions pursuant to Rule 9019 of the
Federal Rules of Bankruptcy Procedure seeking approval of those
settlements.

As of the Effective Date, Ms. McKinley says, the Debtors reached
settlements with various creditors in principle to resolve
certain claims, including asbestos property damage claims, for
which relevant settlement agreements as of that time had not been
fully documented, finalized or approved by the parties.

In addition, the Debtors sent out for execution numerous claim
stipulations to general unsecured claim holders before the
Effective Date.  The Debtors received back these stipulations
after the Effective Date.

Ms. McKinley tells Judge Fitzgerald that oftentimes, the
stipulations still must be signed by the Debtors.  Some of the
Affected Settlements also resolve claims greater than $200,000.

As a result, Ms. McKinley notes, had the Effective Date not
occurred, the Debtors would have filed motions to approve various
asbestos PD-related settlements and provided notice under the
Prepetition Settlement Procedures Order to the core group service
list on account of the Affected Settlements.  If a party on the
list objected to any settlement, the Debtors would have been
required to obtain Bankruptcy Court approval of the settlement.

Accordingly, the Reorganized Debtors seek the Bankruptcy Court's
authority to finalize and consummate the Affected Settlements
pursuant to Section 105(a) of the Bankruptcy Code.

The Reorganized Debtors want the impact of the Effective Date
occurrence on the Affected Settlements clarified.

Ms. McKinley asserts that approval of the Motion will provide
certainty to the non-Debtor parties to the Affected Settlements
that the agreements they have reached with the Debtors are valid
without further notice and without further order from the
Bankruptcy Court.

Since some of the Affected Settlements were drafted before the
Effective Date, Ms. McKinley avers that the corresponding
settlement agreements contain provisions that require Bankruptcy
Court approval of relevant settlement and allowance of any
related claims in agreed amounts.  Thus, to the extent that any
of the Affected Settlements require Bankruptcy Court approval,
the Debtors propose that the Order will state that it constitutes
the requisite court approval of the settlement and allowance of
claims.

However, Ms. McKinley clarifies that the Reorganized Debtors'
request is not intended to limit their ability to seek approval
of any Affected Settlement or any other settlement reached after
the Effective Date where appropriate.

Ms. McKinley contends that unlike many other Chapter 11 cases,
the Debtors are paying in full all creditors other than asbestos
personal injury claimants and, with the occurrence of the
Effective Date, the official committees appointed in the Debtors'
cases have been dissolved and will not be reviewing any of the
Affected Settlements.

In light of the fact that all creditors other than asbestos
personal injury claimants are unimpaired and that the
distributions to, or treatment of, other creditors will be
unaffected by the Affected Settlements, the Debtors insist that
the need for Bankruptcy Court approval of their request is
limited.

Ms. McKinley maintains that clarifying the impact of the
occurrence of the Effective Date on the Affected Settlements is
necessary and appropriate under Section 105 to ensure that the
Plan is properly implemented and that the Debtors are able to
consummate the Affected Settlements efficiently.

                         About USG Corp

Headquartered in Chicago, Illinois, USG Corporation --
http://www.usg.com/-- through its subsidiaries, is a leading
manufacturer and distributor of building materials producing a
wide range of products for use in new residential, new
nonresidential and repair and remodel construction, as well as
products used in certain industrial processes.

The Company filed for chapter 11 protection on June 25, 2001
(Bankr. Del. Case No. 01-02094).  David G. Heiman, Esq., Gus
Kallergis, Esq., Brad B. Erens, Esq., Michelle M. Harner, Esq.,
Mark A. Cody, Esq., and Daniel B. Prieto, Esq., at Jones Day
represent the Debtors in their restructuring efforts.

Lewis Kruger, Esq., Kenneth Pasquale, Esq., and Denise Wildes,
Esq., represent the Official Committee of Unsecured Creditors.
Elihu Inselbuch, Esq., and peter Van N. Lockwood, Esq., at Caplin
& Drysdale, Chartered, represent the Official Committee of
Asbestos Personal Injury Claimants.  Martin J. Bienenstock, Esq.,
Judy G. Z. Liu, Esq., Ralph I. Miller, Esq., and David A.
Hickerson, Esq., at Weil Gotshal & Manges LLP represent the
Statutory Committee of Equity Security Holders.  Dean M. Trafelet
is the Future Claimants Representative.  Michael J. Crames, Esq.,
and Andrew  A. Kress, Esq., at Kaye Scholer, LLP, represent the
Future Claimants Representative.  Scott Baena, Esq., and Jay
Sakalo, Esq., at Bilzen Sumberg Baena Price & Axelrod LLP,
represent the Asbestos Property Damage Claimants Committee.

When the Debtors filed for protection from their creditors, they
listed $3,252,000,000 in assets and $2,739,000,000 in debts.  The
Debtors emerged from bankruptcy protection on June 20, 2006. (USG
Bankruptcy News, Issue No. 116; Bankruptcy Creditors'
Service, Inc., 215/945-7000)


U.S. PLASTIC: Plan Confirmation Hearing Scheduled for August 7
--------------------------------------------------------------
The Hon. Paul G. Hyman, Jr., of the U.S. Bankruptcy Court for the
Southern District of Florida approved the Supplement to the
Amended Disclosure Statement explaining the Joint Plan of
Reorganization filed by U.S. Plastic Lumber Corp. and its debtor-
affiliates.

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.

Judge Hyman will convene a hearing on Aug. 7, 2006, at 11:15 a.m.
to consider confirmation of the Debtors' Amended Joint Chapter 11
Plan of Reorganization.

Objections to confirmation of the Plan must be filed with the
Court by July 28, 2006, and served on:

        i) the Debtors

           c/o Dale Berg
           U.S. Plastic Lumber Corp.
           2600 W. Roosevelt Road
           Chicago, Illinois 60608

       ii) Counsel to the Debtors

           Charles A. Postler, Esq.
           Stichter, Riedel, Blain & Prosser, P.A.
           110 East Madison St., Ste. 200
           Tampa, Florida 33602

      iii) Counsel to the Creditors' Committee

           Michael Seese, Esq.
           Kluger, Peretz, Kaplan & Berlin, P.L.
           Miami Center, 17th Fl.
           South Biscayne Blvd.
           Miami, Florida 33131

       iv) Office of the Trustee
           Heidi Feinman, Esq.
           51 SW First Ave., Rm. 1204
           Miami, Florida 33130

As reported in the Troubled Company Reporter on June 9, 2006, the
Debtor informed the Court how it will distribute the $2.3 million
cash proceeds from the sale of substantially all of its assets to
AMPAC Capital Solutions, LLC.

Fifty-five percent of the cash proceeds or $1,265,000 will be used
to pay administrative claims.  The rest, amounting to $1,035,000
will be used to pay allowed priority tax claims and allowed
unsecured claims.

The Debtor and Halifax Fund, L.P., agreed that 55% of any
recoveries or proceeds received in the future with respect to
assets not included in the sale will be used to pay allowed
priority tax claims and allowed unsecured claims.  The Debtors
will not be required to pay any secured claims since AMPAC will be
assuming the obligation.

Halifax unsecured claim against the Debtors will be allowed for
$10,024,305.

A copy of the Disclosure Statement Supplement containing
additional plan terms for the use of the Debtor's assets is
available for a fee at:

   http://www.researcharchives.com/bin/download?id=060608055501

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
Robert P Charbonneau, Esq., represent the Official Commitee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $78,557,000 in total assets and
$48,090,000 in total debts.


U.S. PLASTIC: Court Allows Committee to Investigate Actions
-----------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of Florida
gave the Official Committee of Unsecured Creditors appointed in
U.S. Plastic Lumber Corp. and its debtor-affiliates' chapter 11
cases, permission to investigate and prosecute causes of actions.

Michael D. Seese, Esq., at Kluger, Peretz, Kaplan & Berlin, P.L.,
tells the Court that on June 2, 2006, the Debtors filed
supplements to the Amended Plan and Disclosure Statement in order
to reflect the sale of its assets and settlement.

Pursuant to the Supplements, the excluded assets, which include
causes of action, including, without limitation, avoidance actions
and claims against the directors or officers of the Debtors will
be transferred to a liquidating trust for the benefit of holders
of allowed claims.

Since the Debtors will assign their avoidance powers to the
liquidating trustee, and the deadline to commence certain actions
expires on July 23, 2006, Mr. Seese says it is reasonable to allow
the Committee to immediately investigate actions prior to
confirmation of the Debtors' Amended Plan.

Headquartered in Boca Raton, Florida, U.S. Plastic Lumber --
http://www.usplasticlumber.com/-- manufactures plastic lumber and
is the technology leader in the industry. The Company filed for a
chapter 11 protection on July 23, 2004 (Bankr. S.D. Fla. Case No.
04-33579). Stephen R. Leslie, Esq., at Stichter, Riedel, Blain &
Prosser, P.A., represents the Debtor in its restructuring efforts.
Robert P Charbonneau, Esq., represent the Official Commitee of
Unsecured Creditors.  When the Debtor filed for protection from
its creditors, it listed $78,557,000 in total assets and
$48,090,000 in total debts.


VENICE GROUP: Case Summary & Three Largest Unsecured Creditors
--------------------------------------------------------------
Debtor: Venice Group LLC
        310 Fernando Street, Suite 100
        Newport Beach, California 92661

Bankruptcy Case No.: 06-11079

Chapter 11 Petition Date: July 10, 2006

Court: Central District Of California (Santa Ana)

Judge: Theodor Albert

Debtor's Counsel: David Burkenroad, Esq.
                  11664 National Boulevard
                  Los Angeles, California 90064-3082
                  Tel: (310) 572-1585

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $1 Million to $10 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
George Herlihy                   Personal Loan         $100,000
1816 Heliotrope
Santa Ana, CA
Tel: (714) 543-2801

Platinum Realty Management       Trade Debt            $270,000
201 Wilshire Boulevard A28
Santa Monica, CA 90401

L.A. Department of Water/Power   Trade Debt              $3,607
1394 South Sepulveda Boulevard
Los Angeles, CA


VESTA INSURANCE: A.M. Cuts Rating on $100 Million Debentures to d
------------------------------------------------------------------
A.M. Best Co. has revised the financial strength rating to E
(Under Regulatory Supervision) from C++ (Marginal) and the issuer
credit ratings to "d" from "b" for the property/casualty
affiliates of Vesta Insurance Group (Vesta).  Concurrently, A.M.
Best has revised the ICR to "d" from "cc" for Vesta's parent,
Vesta Insurance Group, Inc. [Other OTC: VTAI.PK].  Additionally,
A.M. Best has revised the senior debt ratings to "d" from "cc" for
Vesta's $100 million 8.75% senior unsecured debentures, due 2025
and to "d" from "c" for Vesta Capital Trust I's $100 million
8.525% deferrable capital securities, due 2027.  All companies are
located in Birmingham, Alabama.

The rating revisions pertain to the following property/casualty
affiliates of the Vesta Insurance Group:

-- Vesta Fire Insurance Corporation
-- Florida Select Insurance Company
-- The Hawaiian Insurance & Guaranty Company, Limited
-- Shelby Casualty Insurance Company
-- The Shelby Insurance Company
-- Texas Select Lloyds Insurance Company
-- Vesta Insurance Corporation

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


WILEY BROWN: Case Summary & Three Largest Unsecured Creditors
-------------------------------------------------------------
Debtor: Wiley Brown & Associates, LLC
        P.O. Box 16496
        Winston Salem, North Carolina 27115-6496
        Tel: (336) 761-0081

Bankruptcy Case No.: 06-50886

Chapter 11 Petition Date: July 11, 2006

Court: Middle District of North Carolina (Winston-Salem)

Judge: Thomas W. Waldrep Jr.

Debtor's Counsel: A. Carl Penney, Esq.
                  P.O. Box 21103
                  Winston-Salem, North Carolina 27120-1103
                  Tel: (336) 725-0297

Estimated Assets: $1 Million to $10 Million

Estimated Debts:  $500,000 to $1 Million

Debtor's Three Largest Unsecured Creditors:

   Entity                        Nature of Claim   Claim Amount
   ------                        ---------------   ------------
Forsyth County Tax Collector     Property Taxes         $18,570
P.O. Box 82
Winston-Salem, NC 27102

Kone, Inc.                       Services                $2,576
P.O. Box 429
Moline, IL 61266-0427

Otis Elevator Co.                Services                $3,195
P.O. Box 905454
Charlotte, NC 28290-5454


WINN-DIXIE: Hires Deloitte Tax to Provide Tax-Related Services
--------------------------------------------------------------
The U.S. Bankruptcy Court for the Middle District of Florida
authorized Winn-Dixie Stores, Inc., and its debtor-affiliates to
employ Deloitte Tax LLP, nunc pro tunc to May 9, 2006, to
provide tax services related to the Debtors' plan of
reorganization and emergence from Chapter 11.

As reported in the Troubled Company Reporter on June 27, 2006, as
a result of a loss of key personnel in their tax department, the
Debtors lack the internal expertise to address the many plan and
emergence tax-related issues they will face without the advice of
outside professionals.

Deloitte Tax will:

    (1) assist the Debtors' tax department with its overall
        coordination and management of the bankruptcy emergence
        process including tax bankruptcy work plan evaluation,
        management and execution;

    (2) provide tax consulting on settlement of prepetition
        claims, treatment of inter-company balances, asset
        dispositions, damages relating to rejected leases or other
        contracts, pending litigation or disputed claims,
        reduction in tax attributes and resulting deferred taxes,
        and determination of the availability, limitations, and
        preservation of tax attributes;

    (3) assist the Debtors in determining:

        (a) the likely amount of cancellation of indebtedness
            income;

        (b) the effect of tax attribute reduction for federal and
            state purposes;

        (c) whether an ownership change will occur as a result of
            the proposed Plan;

        (d) whether the Debtors would potentially qualify for and
            benefit from the special bankruptcy exceptions
            contained in Section 382(1)(5) and (1)(6) and
            applicable state tax laws;

    (4) assist the Debtors in evaluating the tax basis subsidiary
        stock under applicable consolidated return regulations
        and, if there is an excess loss of account with respect to
        the stock of any subsidiary, providing tax consulting to
        the Debtors regarding methods it may employ to minimize
        the income recognition related thereto;

    (5) advise the Debtors in their efforts to determine the tax
        treatment of postpetition interest and reorganization
        costs; and

    (6) document, as appropriate, the tax analysis, opinions,
        recommendations, conclusions, and correspondence for any
        tax issue or other tax matters.

The Debtors will pay Deloitte Tax according to these hourly
rates:

        Partners              $485 to $600
        Senior Managers       $425 to $500
        Managers              $325 to $425
        Senior Staff          $230 to $325
        Staff                 $190 to $230
        Paraprofessionals      $80 to $125

The Debtors will also reimburse Deloitte Tax for reasonable
expenses, including, without limitation, travel and delivery
services.

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: Landlords Balk at Proposed Cure Amounts for Leases
--------------------------------------------------------------
As reported Troubled Company Reporter on May 25, 2006, Winn-Dixie
Stores, Inc., and its debtor-affiliates sought authority from the
U.S. Bankruptcy Court for the Middle District of Florida to assume
75 store leases as of the effective date of their plan of
reorganization.

To the extent any default exists under any of the Leases, the
Debtors assure the Court that they will satisfy Section 365(b) of
the Bankruptcy Code by paying their landlords the necessary cure
amounts, if any, promptly after the Effective Date.

                         Landlords Object

Five landlords filed limited objections to the Debtors' proposed
assumption of the store leases:

                                Store                   Proposed
    Landlord                     No.    Location          Cure
    --------                    -----   --------        --------
    E&A Acquisitions Two, LLP   2213    Ocala, FL        $84,435

    E&A Investments, LP          736    Port
                                        Charlotte, FL          -

    E&A Southeast, LP            599    Fairhope, AL      24,022

    E&A Financing II, LP          84    Fernandina

                                        Beach, FL         81,591
                                2333    Clearwater, FL    69,509
                                2230    Palm Bay, FL      21,996

    GLA, LLC                    1852    Alpharetta, GA         -

The Landlords' counsel, Adam N. Frisch, Esq., at Held & Israel,
in Jacksonville, Florida, asserts that the Debtors' calculations
of the cure amounts for E&A Acquisitions and E&A Financing are
incorrect.  He also disputes the Debtors' calculations that there
are no cure amounts due to E&A Investments & GLA.

According to Mr. Frisch, the total cure amounts, excluding
interests, were $98,736 for E&A Acquisitions, $64,406 for E&A
Investments, and $63,391 for GLA as of June 30, 2006.

The past due amounts under the E&A Financing leases are $122,914
for Store No. 84, $114,552 for Store No. 2333, and $24,928 for
Store No. 2230 as of July 1, 2006.

Mr. Frisch points out that the Debtors subleased Store No. 1852
to Daker Enterprises, Inc., and any cure amount paid by the
Debtors will be passed to Daker.  Hence, payment of the cure
amount will not affect the Debtors' financial condition, he
asserts.

The Landlords also accuse the Debtors of attempting to avoid
compliance with their agreement to the assumption or rejection of
the Leases by May 19, 2006.  According to Mr. Frisch, the Debtors
purport to assume the Leases by May 19 but delay the effective
date of the effective date of the Debtors' reorganization plan.
"There is no reason to delay the effective date of the assumption
or the date for curing defaults," he argues.

The Landlords condition their consent to the Debtors' request,
among others, on these terms:

    (a) the assumption of the Leases is effective on the date the
        Court approves the assumption; and

    (b) with respect to any portion of the requested cure payments
        are disputed, the Debtors will file a pleading by July 7,
        2006, stating not only the amounts at issue but also the
        reasons for disputing the asserted cure amounts.

In addition, E&A Acquisitions, E&A Investments and E&A Financing
ask the Court to direct the Debtors to pay the undisputed portion
of their cure amounts, plus interest at 7% per annum for 2005 and
9% per annum for 2006, on or before July 7, 2006.

GLA also asks the Court to direct the Debtors to pay the
undisputed portion of its requested cure amount, plus interest at
18% per annum, by July 7, 2006.

E&A Southeast agrees with the Debtors' proposed cure amount and
asks the Court to direct the Debtors to pay it on or before
July 7, 2006.

The Landlords further asks that the Court, upon request, set an
expedited hearing to resolve any dispute over the cure amounts.

                         More Objections

(a) Terranova Landlords

Landlords Westfork Tower LLC, Concord-Fund IV Retail LP, TA
Cresthaven LLC, Flagler Retail Associates Ltd., and
Elston/Leetsdale, through their property manager, Terranova
Corp., assert that the Leases should be deemed terminated due to
the Debtors' failure to assume them within the time allotted by
Section 365(d)(4) of the Bankruptcy Code.

Karen K. Specie, Esq., at Scruggs & Carmichael, P.A., in
Gainesville, Florida, notes that the lease agreement with
Concord-Fund for Store No. 254 has been terminated, and thus
cannot be assumed.  She says that the lease was terminated due to
the Debtors' material breach of the lease resulting in code
violations and failure to adequately upgrade the lighting in the
store's parking lot under the County Code requirements.

After obtaining relief from the automatic stay, Concord-Fund
filed an eviction action against the Debtors before the Miami-
Dade County Court seeking to recover possession of Store No. 254.
Concord-Fund provided the Debtors with timely notice of the
default and an opportunity to cure the default, and the Debtors
have failed to do so, Ms. Specie relates.

If the Court determines that the Store 254 Lease may be assumed,
Concord-Fund demands that the Debtors place sufficient funds in
escrow to:

    (a) upgrade the outdoor lighting of the store's parking lot so
        that it complies with the South Florida Building Code;

    (b) obtain cancellation of all outstanding notices of
        violation issued by Miami-Dade County concerning the
        property and parking lot;

    (c) obtain all required permits and pass all required
        inspections from local governments that are necessary to
        perform the lighting upgrade of the parking lot; and

    (d) pay fines issued by Miami-Dade County for Debtors'
        violations on the property and its parking lot.

The Terranova Landlords also assert that the proposed cure
amounts are insufficient to cover the cure costs required
pursuant to the terms of the Leases.  According to Ms. Specie,
the total cure amounts for the leases, excluding interest on
unpaid rent, are:

      Landlord           Store No.       Total Cure Amount
      --------           ---------       -----------------
      Westfork Tower        278              $148,673
      Concord-Fund          254               166,571
      TA Cresthaven         221                31,508
      Flagler Retail        353                40,362
      Elston/Leetsdale      209                45,517

In addition, the Landlords are entitled to receive payment from
the Debtors for the attorneys' fees and costs incurred in
objecting to the Debtors' request and in enforcing their
contractual rights to payment of rent, real estate taxes and
indemnification under the Leases, Ms. Specie says.

(b) 14 Landlords

Fourteen landlords object to the Debtors' proposed cure amounts:

                                           Debtors'    Landlord's
                                           Proposed     Asserted
Landlord                    Store No.    Cure Amt     Cure Amt
--------                    ---------    --------    ----------
WD Green Cove Trust             138             -       $6,268

WD Pasco Trust                  672        $9,098        9,110

WD Jacksonville Trust           176             -        9,926

MCW-RC FL-Shoppes at 104        287        29,933       37,202

Gehr Florida Development        348        39,729       52,006

Southland Birmingham WD
   Delaware Business Trust       517        12,774       39,751

Southland-River Ridge WD
   Delaware Business Trust      1404             -       15,625

Southland-Amite WD
   Delaware Business Trust      1449         4,291       12,136

Southland-Crystal River WD
   Delaware Business Trust      2217         6,914       12,479

Southland-Poinciana WD
   Delaware Business Trust      2265         8,987       13,681

Land Dade, Inc.                 607             -       13,500

Skinners of Point Meadows         6        93,213      107,846

London Associates, Ltd.         279             -       16,219
                                 290             -      167,660

Regency Centers LP              256             -       31,513
                                 265        14,738       15,915

WD Green Cove, WD Pasco, and WD Jacksonville assert that the
proposed cure amounts failed to account for the prepetition
portion of the 2005 ad valorem taxes, which the Debtors have not
paid.

Regency Centers also asserts that the cure amount for Store No.
265 failed to include the prepetition portion of the 2005 real
estate taxes, which the Debtors have not yet paid.

Subsequent to the Debtors' Petition Date, Regency Centers sold
the lease for Store No. 265 to a third party.  Even so, Regency
Centers insists that it is entitled to the asserted cure amount
because it was the landlord during that time.

Shoppes at 104's asserts additional cure amounts to account for
the Debtors' unpaid 2004 and 2005 real estate taxes
reconciliation.

Gehr Florida's cure amount consists of $39,729 for the 2004 real
estate taxes, and $12,277 for various operating expenses.

The Southland Parties' cure amounts reflect the Debtors' unpaid
real estate taxes, interests due pursuant to certain leases, and
related legal fees, plus per diem interests from July 1, 2006,
until the cure amounts are paid.

Land Dade asserts a $13,500 cure amount for the Debtors' unpaid
insurance reimbursements.

Betsy C. Cox, Esq., counsel for Skinners, relates that the
Debtors' proposed cure amount is comprised of the tenant's pro
rata share of real estate taxes and shopping center insurance for
2004.  She says that the Debtors failed to include:

     -- $11,645 due for the tenant's pro rata share of real estate
        taxes for Jan. 1, 2005, to Feb. 21, 2005;

     -- $2,988 of attorneys' fees and costs relating to the
        uncured defaults under the lease; and

     -- interests for unpaid real estate taxes and insurance for
        2004 that has accrued from March 15, 2005, and unpaid real
        estate taxes for 2005 that has accrued from Feb. 9, 2006,
        pursuant to the lease.

Jimmy D. Parish, Esq., counsel for London, notes that the cure
amounts asserted by London excludes lease charges for July and
common area maintenance reconciliation.

(c) Florida Dickens, et al.

Florida Dickens Associates, Ltd., and other landlords contend
that there is no reason to delay the effective date of the
assumption of the leases.  The Landlords ask the Court to approve
the assumption of the leases effective upon the date the Court
approves the assumption.

(d) Benderson

Benderson Development Company asserts that the correct principal
cure amounts, excluding interests, with respect to four stores,
are:

      Store No.        Location           Principal Cure Amount
      ---------        --------           ---------------------
        637            Tampa, FL                $45,377
        656            Bradenton, FL             19,270
        660            Bradenton, FL            214,809
        737            Port Charlotte, FL       227,958

Benderson objects to the Debtors' proposed cure amount for Store
No. 651 to the extent that it does not include interest.

Joey S. Schlosberg, Esq., asserts that the Landlord is entitled
to an 18% interest rate for Store No. 660 and statutory interest
rates for the other leases with respect to unpaid amounts.

Benderson asks the Court not to grant the Debtors a further
extension of their deadline to assume the leases and to direct
the Debtors to provide a detailed statement specifying the basis
for disputing the unpaid cure amounts.

(e) Prudential Insurance Company

Prudential Insurance Company of America asks the Court to:

    (1) require the Debtors to provide adequate assurance of
        future performance information as required by Section 365
        of the Bankruptcy Code;

    (2) limit any extension of time to assume or reject unexpired
        leases to 60 days without an additional demonstration of
        cause;

    (3) deny any request to extend the time to assume, assume and
        assign, or reject the leases beyond the confirmation date
        of the Debtors' Plan;

    (4) require the timely payment of all postpetition charges
        under the leases during any period of extension; and

    (5) establish its cure amounts, including interest and
        attorneys' fees:

        Shopping                 Debtors'         Prudential's
         Center                Cure Amount         Cure Amount
        --------               -----------        ------------
        St. John's Commons       $21,807             $31,903
        Park View Square               -              32,256
        Lake City Shopping
           Center                      -              18,257

(f) Developers Diversified, et al.

Developers Diversified Realty Corporation, WRI/TEXLA LLC,
Weingarten Realty Investors, RMC Property Group, Four Florida
Shopping Centers, Curry Ford LP, and Palm Springs Mile
Associates, Ltd., assert that the actual amounts due and owed by
the Debtors under their leases are:

                              Store       Debtors'     Landlord's
    Landlord                   No.      Cure Amount    Cure Amount
    --------                  -----     -----------    -----------
    Developers Diversified     167              -        $55,299
                               631        $16,110         31,241
                              1766              -         31,869
    Weingarten Realty          218         57,383         88,596
                               222         71,770        132,564
                               359              -        273,111
    WRI/TEXLA                 1537         46,526        107,071
    RMC Property Group         777            900          3,900
    Four Florida Shopping      375         14,839         19,339
                              2211         13,409         30,496
    Curry Ford LP             2267          5,442         15,331
    Palm Springs Mile          243          1,500          4,500

The Landlords ask the Court to:

    (1) approve the assumption of the Leases no later than
        Aug. 1, 2006;

    (2) require the Debtors to pay the Landlords' asserted cure
        amounts, plus interest and any additional pecuniary losses
        without further delay;

    (3) require the Debtors to continue to comply with their lease
        obligations, including the accrued but not yet billed
        year-end adjustments in the regular course of business;
        and

    (4) deny any extension of the Debtors' time to assume or
        reject the Leases.

Developers Diversified Realty further asks the Court to deny the
Debtors' request to assume the lease for Store No. 2289 because
the Debtors have no interest in the lease to assume.

Robert LeHane, Esq., Kelley Drye & Warren LLP, in New York,
explains that the Store 2289 Lease expired in November 2004 after
the Debtors vacated the leased premises in June 2004.  The
Debtors have no legal right to assume the lease, Mr. LeHane
asserts.

(g) New Plan and Aronov

New Plan Excel Realty Trust and Aronov Realty Management assert
that the Debtors owe them amounts for store rentals, exclusive of
any sums which have become due or been paid after June 29, 2006:

               Store   Debtor's   Landlord's Cure  Landlord's Cure
    Landlord    No.    Cure Amt    Prepetition      Postpetition
    --------   -----   ---------  ---------------  ---------------
    Aronov      556        -          $14,136           <$269>
                460        -           16,667           2,271
                454     $20,451        23,309           6,768
                426      15,166        17,396           5,360

    New Plan   2258       8,629         2,629          39,098
                281     132,097        <7,733>         40,404
               1440        -            7,737         262,224

                231     140,478       189,320          47,440
                153        -            5,469          63,531
               2311      95,391       101,143          27,386
                698      16,834        30,560          33,515
               2348        -              199          23,509
               2301      13,869        19,084          11,395

New Plan's postpetition cure amounts include rent for July 2006
while Aronov's postpetition claims excludes July 2006 rentals
due.

New Plan and Aronov ask the Court to:

     -- require the Debtors to pay the undisputed portion of their
        cure claims within 10 days following the assumption of the
        leases;

     -- require the Debtors to pay attorneys' fees with regard to
        each lease; and

     -- require the Debtors to promptly assume the leases by early
        August 2006.

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


ZIM CORP: Receives $280,422 of Cash Proceeds in Pvt. Placement
--------------------------------------------------------------
ZIM Corporation issued 18,365,386 units in a non-brokered private
placement, priced at $0.04 per unit.  Michael Cowpland, ZIM's
Chief Executive Officer, who is a non-U.S. investor, acquired
18,024,591 units through the conversion of approximately $454,549
in debt and cash purchases of approximately $267,000.

Each unit consists of one common share and one warrant to purchase
a common share within the next fifteen months at $0.04 US.  The
total cash proceeds to the Company was $280,422.

The Company's common shares outstanding as of June 8, 2006 was
69,561,569.

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.

                       Going Concern Doubt

As reported in the Troubled Company Reporter on July 5, 2006,
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.


* Mary A. Daffin Named Managing Partner of Barrett Burke
--------------------------------------------------------
Mary A. Daffin has been named managing partner of the law firm of
Barrett Burke Wilson Castle Daffin & Frappier, LLP.  In this role,
Ms. Daffin will be responsible for all legal operations of the
firm.

"I am very pleased and gratified to accept this responsibility,"
said Ms. Daffin.  "This firm is a national leader in providing
specialized legal services to the mortgage industry, and we will
continue to expand that role.  I hope this also signals our
leadership in promoting diversity in the legal profession."

According to the National Association for Law Placement, 17% of
partners at law firms nationwide are women.  Although no
definitive statistics are available, the number of African-
American women who are managing partners of law firms is likely
to be quite small.

Ms. Daffin joined the firm at the time of its formation in 1990.
Previously she was a solo practitioner in Houston for eight years,
and prior to forming her practice she served as an Assistant
United States Attorney from 1978 to 1982.

She received her law degree cum laude from the Thurgood Marshall
School of Law at Texas Southern University, and her undergraduate
degree summa cum laude from Alabama State University.  Ms. Daffin
is active in a number of Texas state bar activities, and was
recently appointed as vice president of professional education of
the bar's bankruptcy section.  She is an adjunct professor at
Texas Southern, and is an author and frequent speaker on issues
related to the mortgage servicing industry, bankruptcies and
foreclosures.  Ms. Daffin serves on the Judicial Council of the
United Methodist Church, and on the board of trustees of the Star
of Hope Mission in her hometown of Houston.

Barrett Burke Wilson Castle Daffin & Frappier has 36 attorneys on
staff, all in Texas.  With headquarters in Dallas and Houston, the
firm specializes in representing national mortgage lenders in a
wide range of legal matters.


* Matthew Berk Joins A&M as Senior Director in Charlotte
--------------------------------------------------------
Matthew Berk, a seasoned financial restructuring professional, has
joined Alvarez & Marsal as a senior director.  He is based in
Charlotte.

Bringing more than 25 years of financial restructuring experience
as an attorney and acting as a principal advisor to primary debt
holders, Mr. Berk specializes in plan development, operational
improvements and financial strategies for corporate turnarounds
and restructurings.  Throughout the course of his career, he has
participated in numerous Chapter 11 proceedings and out-of-court
restructurings in the U.S., Europe and South America.

"Matthew brings a depth and breadth of experience in handling
operational and financial restructurings across a wide span of
industries," Bill Runge, managing director and co-head of the
Southeast Region at Alvarez & Marsal, said.

"As we continue to expand in Charlotte and beyond, he is a great
addition to the firm."

Prior to joining A&M, Mr. Berk spent six years as managing
director in the special situations group of Wachovia in Charlotte.
Prior to that, he spent nine years as senior counsel at
BankBoston.

A graduate of Brooklyn College, Mr. Berk earned a J.D. from
Western New England College School of Law.

                      About Alvarez & Marsal

Alvarez & Marsal is a leading global professional services firm
with expertise in guiding underperforming companies and public
sector entities through complex operational, financial and
organizational challenges.  The firm excels in problem solving and
value creation, and brings a bias toward executing solutions with
a distinctive hands-on approach to serving clients, management and
stakeholders.

Founded in 1983, Alvarez & Marsal draws on its strong operational
heritage to provide specialized services, including Turnaround and
Management Advisory, Crisis and Interim Management, Performance
Improvement, Creditor Advisory Services, Corporate Finance,
Dispute Analysis and Forensics, Tax Advisory, Business Consulting,
Real Estate Advisory and Transaction Advisory.  A network of
experienced professionals in locations across the U.S., Europe,
Asia and Latin America, enables the firm to deliver on its proven
reputation for leadership, problem solving and value creation.


* Upcoming Meetings, Conferences and Seminars
---------------------------------------------
July 13, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Women's Event
         TBA, New Jersey
            Contact: 908-575-7333 or http://www.turnaround.org/

July 13, 2006
   BEARD AUDIO CONFERENCES
      Role of Board-Level Panels in Sarbanes-Oxley Compliance
         Audio Conference
            Contact: 240-629-3300;
            http://www.beardaudioconferences.com/

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
   EUROMONEY
      Leveraged Finance
         Hotel Rey Juan Carlos I, Barcelona, Spain
            Contact: http://www.euromoneyplc.com/

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 13-15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Texas Regional Conference
         Hyatt Regency Resort & Spa
            Lost Pines, TX
               Contact: 870-760-7116 or http://www.turnaround.org/

September 14, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Kick-Off Reception
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

September 15, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BOK Review - Management
         Gardner Carton & Douglas, Chicago, IL
            Contact: 815-469-2935 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 19-20, 2006
   STRATEGIC RESEARCH INSTITUTE
      2nd Annual Euro Distressed Debt Summit
         Le Meridien Parkhotel, Frankfurt, Germany
            Contact: http://www.srinstitute.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: http://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 12, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      UTS Fundamentals of Turnaround Management
         Mecure Hotel - Haymarket, Sydney, Australia
            Contact: 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
      Hedge Funds - Expanded Financing Opportunities in Business
      Turnarounds
         Arizona
            Contact: 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 27, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast with Coach Dan Reeves
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

October 28, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      BK/TMA Golf Tournament
         Orange Tree Golf Resort, AZ
            Contact: 623-581-3597 or http://www.turnaround.org/

October 30-31, 2006
   Distressed Debt Summit: Preparing for the Next Default Cycle
      Financial Research Associates LLC
         Helmsley Hotel, New York, NY
            Contact: http://www.frallc.com/

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/

December 20, 2006
   TURNAROUND MANAGEMENT ASSOCIATION
      Holiday Extravaganza - TMA, AVF & CFA
         Georgia Aquarium, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.org/

January 12, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Annual Lender's Panel Breakfast
         Westin Buckhead, Atlanta, GA
            Contact: http://www.turnaround.org/

February 8-11, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Certified Turnaround Professional (CTP) Training
         NY/NJ
            Contact: 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, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Martini Madness Cocktail Reception with Geraldine Ferraro
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.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/

April 20, 2007
   TURNAROUND MANAGEMENT ASSOCIATION
      Breakfast meeting with Chapter President, Bruce Sim
         Westin Buckhead, Atlanta, GA
            Contact: 678-795-8103 or http://www.turnaround.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.

                    *** End of Transmission ***